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TERMS OF SERVICE AGREEMENT
Effective Date April 4, 2022
This Terms of Service ("Agreement") is a legal agreement between you (referred to herein as "you" or "your") and Scheme Street, LLC (“Company,” "we", "our", or "us") for access to and use of our game All Quiet Roads and our website, (including without limitation all versions of All Quiet Roads, any updates and upgrades thereto, and all features, content, and documentation provided with or for the foregoing), and any of our other products and/or services made available for download or use through our website (collectively, the "Service").
PLEASE READ THIS AGREEMENT CAREFULLY. IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE.
THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE “BINDING INDIVIDUAL ARBITRATION” SECTION 9 THAT AFFECTS HOW DISPUTES ARE RESOLVED BETWEEN YOU AND US. THESE PROVISIONS SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION SECTION AS EXPLAINED BELOW.
Use of the Service by You.
1.1 About this Agreement. We provide the Service for entertainment purposes only. You agree that (i) you will use the Service solely for your own, non-commercial, personal use in accordance with this Agreement and in accordance with any specific rules or usage provisions specified by us on the Service and (ii) all information supplied by you to us will be true, accurate, current and complete. You may not rely on any information or opinions expressed on the Service for any other purpose. By downloading and/or using the Service, by otherwise indicating your acceptance of this Agreement, or by continuing to use the Service after being notified of a change to this Agreement, you agree to be bound by the terms of this Agreement (including its dispute resolution terms), as well as our Privacy Policy (“Privacy Policy”). For information about our data protection practices, please read our Privacy Policy available at https://allquietroads.com. Our Privacy Policy explains how we treat your personal information, and how we protect your privacy when you use the Service. We retain the right at our sole discretion to deny or suspend access to the Service to anyone, at any time and for any reason, without liability. You are legally and financially responsible for all actions using or accessing the Service, including the actions of anyone you allow to access your copy of the Service.
1.2 Term and Termination. This Agreement is effective until terminated by us or you. We shall have the right to terminate this Agreement including, without limitation, your right to access and use the Service, at any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any reason, you shall immediately cease using the Service. Sections 1, 2, 2.4, 3.1, 4 – 13 and those that by their nature apply after this Agreement ends will survive any termination or cancellation of this Agreement.
1.3 Minors. To accept this Agreement, you must be and hereby affirm that you are of the legal age of majority in your country of residence or 18 years of age (whichever is older), and have read and consent to this Agreement. If you are under the legal age of majority in your jurisdiction or 18 years of age (whichever is older), your parent or legal guardian must consent to this Agreement on your behalf. If you are the parent or guardian of children under the age of majority in their jurisdiction or 18 years of age (whichever is older), you agree that you will be responsible for all uses of the Service by your child whether or not such uses were authorized by you.
1.4 Content. You understand that the Service contains: (i) materials and other items relating to us and our products and services, and similar items from our licensors, and other third parties (including but not limited to text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, titles, themes, objects, characters, names, dialogue, locations, stories, animation, concepts, music, audio-visual effects, pictures, videos, copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable materials); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Company; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content, in writing. You understand that by using the Service you may be exposed to content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Service at your own risk.
1.5 Third Party Services. The Service may contain links to other content, software, products, platforms, websites or services maintained and operated by third parties (“Third Party Services”). We do not operate or control, in any respect, or necessarily endorse any Third Party Services. If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk, and you understand that by using our Service you are directing the applicable company or entity to make Third Party Services available to you. You assume sole responsibility for your use of Third Party Services and you agree that you will abide by any applicable Third Party Services policies and terms necessary in using our Service. When you use the Service to access Third Party Services, the applicable terms of this Agreement and any applicable usage terms associated with the Third Party Services will govern your use of that Third Party Service. We do not license any intellectual property to you as part of any Third Party Services, and we are not responsible or liable to you or others for information or services provided by any Third Party Services or for the results obtained from using them.
Representations and Warranties by You.
You represent, warrant, and agree that you will not:
use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state, national and international laws and regulations and treaties;
use the Service for the distribution, housing, processing, propagation, storage, or other handling of, any Content (as defined below) or other material prohibited by this Agreement, or any material that may create a risk of any loss or damage to any person or property, or any other material (including, without limitation, links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful;
permit or otherwise enable unauthorized users to access and/or use the Service;
use the Service to export software or data in violation of applicable U.S. laws or regulations;
sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Service;
distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under this Agreement;
exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, pixels, meta-spiders, crawlers or any other automated means;
register as a user of the Service by providing false, inaccurate, or misleading information;
harvest any information from the Service including, without limitation, personal data about other users of the Service for commercial or any other purposes;
post or otherwise make available irrelevant Content (as defined below), repeatedly post or make available the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
attempt to gain unauthorized access to our computer systems (including any non-public areas of the Service) or engage in any activity that disrupts, diminishes the quality of, probes for vulnerability, interferes with the performance of, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service);
use the Service to engage in any activity that is considered unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to us;
you own the sole unencumbered right in your UGC (defined below) and to grant this license and that use of your UGC as granted herein will not violate or infringe the rights of any third parties.
access or use the Service if you have been previously removed or otherwise prohibited from the Service by us.
We reserve the right, but we are not obligated, to (i) suppress, block, hide, remove, or delete any or all of your UGC and/or Forum Posts (defined below) at our discretion, including for any violation of the above representations and warranties, and (ii) report any illegal UGC or Forum Posts and related user information to the appropriate authorities.
Provision of the Service by Us.
3.1 Availability. You acknowledge and agree that the form and nature of the Service which we provide may change from time to time without prior notice to you. You acknowledge and agree that we may decline to provide you access to the Service or stop (permanently or temporarily) providing the Service (or any features or programs or Content within the Service) to you or to users generally at our sole discretion, without liability or prior notice to you. You acknowledge and agree that your use of the Service, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Service, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.
3.2 Access to the Service; Reservation of Rights. Subject to your compliance with this Agreement, we hereby give you a personal, revocable, worldwide, non-assignable and non-exclusive right to access and use the Service in the manner and for the purposes expressly permitted by the Agreement and our associated policies. We reserve all right, title and interest in and to the Service not expressly granted to you under this Agreement. There are no implied licenses under this Agreement.
3.2 Account Registration. Some elements of the Service may require that you register an account. To register an account, you may be asked to provide your date of birth and country/region, and then provide an email address, a username, a screen name and a password. We will use and protect this information according to the terms of our Privacy Policy. You agree to provide accurate, current and complete information about you. You are entirely responsible for maintaining the confidentiality of your password. You also agree not to share your account, screen name, username or password, and agree to notify us immediately if you suspect any unauthorized use of your account. You further agree that you are entirely liable for all activities conducted through your account, and any activity that results from use of your login name and password by you, or by any person to whom you may have disclosed your login and/or password in violation of this confidentiality provision, regardless of whether such disclosure was intentional or negligent. You may not sell or charge others for the right to use your account, or otherwise transfer your account. We may take any action if we believe your account has been compromised, we reserve the right to terminate any account that we determine violates this Agreement, and we have the right to deny the creation of any account for any reason in our sole discretion.
User Generated Content.
The Service may enable you or others to create, store or share content, including your communications with others, your postings submitted to us, the files, photos, documents, audio, digital works, non-fungible tokens, livestreams, videos, gameplay, game-related information, feedback, suggestions, and other materials created by you and/or others and uploaded, stored, broadcasted or shared through the Service or other services (“UGC”). We do not claim ownership of any UGC, and you are solely responsible for your UGC. In exchange for use of the Software, and to the extent that your UGC gives rise to any copyright interest, you hereby grant us a worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce, modify, create derivative works from, distribute, transmit, exploit, publicly display, and publicly perform your UGC for any purpose whatsoever without compensation, notice, or credit to you. You hereby waive and agree never to assert any moral rights of paternity, publication, reputation, or attribution with respect to use of your UGC as licensed herein under applicable law. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any UGC that you create, transmit or display while using the Service and for the consequences of your actions (including, without limitation, any loss or damage which we may suffer) by doing so and you agree to hold us harmless for any loss or damages arising from your UGC.
Forums.
The Service may include or make available bulletin boards, chat groups, group pages, messaging functions, or other forums that allow certain text, images, information, and other materials to be written or created collaboratively and stored (collectively, “Forums”). You are solely responsible for your use of such Forums, including materials you create, post, or store (collectively, “Forum Posts”), and you use the Forums at your own risk. As with other features of the Service, your use of Forums are subject to this Agreement as well as any additional terms and conditions, rules, and conventions for posting to any applicable Forums.
Digital Storefronts.
The Service may be made available through a platform, participating third-party online store, application store, or other store authorized by us (“Digital Storefront(s)”). This Agreement and the availability of the Service through any Digital Storefront is subject to the additional terms and conditions set forth on or required by the applicable Digital Storefront and all such applicable terms and conditions are incorporated herein by this reference. You acknowledge that the Digital Storefront has no obligation to provide any maintenance or support services to you in connection with the Service. Except for the foregoing, to the fullest extent permitted by applicable law, the Digital Storefront will have no other warranty obligation whatsoever with respect to the Service. Any claim in connection with the Service related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by this Agreement, and the Digital Storefront is not responsible for such claims. You must comply with the applicable Digital Storefront terms of service and any other Digital Storefront rules or policies. The Digital Storefront is a third-party beneficiary to this Agreement, and may enforce this Agreement against you.
Intellectual Property.
You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Service, including, without limitation, any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service.
You agree that in using the Service and Forums, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
Binding Individual Arbitration.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
What is Arbitration. Arbitration is an alternative dispute-resolution process and allows us to seek to resolve disputes without the formality or expense of litigating in court. Arbitration is often faster and less expensive than formal court litigation. Any qualifying dispute between you and us will be submitted to a neutral arbitrator instead of being presented in court to a judge or jury. If you wish to opt-out of this binding individual arbitration requirement, you must comply with the opt-out process set forth in the “Opt-Out Right” paragraph below. This Binding Individual Arbitration section will not apply to the extent prohibited by the laws of your country of residence.
Arbitration Procedure. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through the American Arbitration Association (“AAA”) shall be conducted pursuant to the AAA Rules and Procedures effective as of the date of the notice of dispute (the “AAA Rules”). Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Any decision or award by the arbitrator shall be final and binding on the parties. Unless otherwise agreed, any decision or award shall set forth the factual and legal basis for the award. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and which the arbitrator determines are supported by credible relevant evidence. Unless otherwise expressly consented by Company, the arbitrator may not award relief against Company respecting any person other than you.
Notice of Dispute. If you have a dispute with us, you must send written notice to scheme.street.llc@gmail.com and include “Attn: ARBITRATION OF DISPUTE” in the subject line, in order to give us the opportunity to resolve the dispute informally through negotiation. Notice must be provided within two (2) years of the events giving rise to the dispute, but in no event after the date when initiating legal proceedings would be barred under the applicable statute of limitations. Failure to provide timely notice will permanently bar all claims. If we have a dispute with you, we will provide notice to the address that we have on file for you, if possible. You and the Company agree to first attempt to negotiate the dispute in good faith for no less than sixty (60) days after notice of the dispute is provided. If the dispute is not resolved within sixty (60) days after receipt of notice of the dispute, you or Company may pursue the claim in binding individual arbitration as set forth in this section.
Agreement to Arbitrate Disputes. You agree to resolve any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate our intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances we may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described herein. Disputes shall be resolved exclusively through non-appealable arbitration with one arbitrator in accordance with the rules of AAA in New York, New York. If travelling to New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. This Binding Individual Arbitration section survives any termination of this Agreement or the provision of the Service to you by Company.
No Class Actions. You agree to resolve any disputes related to this Agreement as an individual and not as a class or join any class. You understand that, in return for agreement to this provision and the dispute provision above, we are able to offer the Service at the terms designated, and that your assent is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement: YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY AND YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF THIS BINDING INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING OF YOUR INTENT TO DO SO WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. Your written notification must be emailed to scheme.street.llc@gmail.com and include “Attn: ARBITRATION OPT-OUT” in the subject line. Your notice must include (i) your full name; (ii) your mailing address; (iii) your user account name, if you have one; and (iv) a clear statement that you do not wish to resolve disputes with Company through arbitration. You are responsible for ensuring our receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt.
WARRANTY DISCLAIMER.
THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE.
DISCLAIMER OF LIABILITY / WAIVER OF INJUNCTION RELIEF.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
In the event you have any basis for recovering damages arising from the Service or a breach of this Agreement, you agree that your exclusive remedy is to recover from the Company Parties direct damages and the maximum liability is limited up to an amount equal to $500.
The Service is controlled and operated from facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or services.
Release and Indemnification.
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless us, our parents, subsidiaries, affiliates, directors, members, officers, employees, agents, licensors, and Digital Storefront(s) from and against any and all liabilities, losses, damages, claims and expenses, including, without limitation, attorneys’ fees, with respect to (i) your access, use or misuse of, or reliance upon, the Service, (ii) your actual or alleged violation or breach of this Agreement or rights of another, (iii) UGC or Forum Posts provided by you or through your use of the Service, and/or (iv) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. For the avoidance of doubt, this section shall survive the termination of this Agreement.
Miscellaneous
13.1 Governing Law/Forum Selection. This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located New York, New York.
13.2 Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
13.3 No Assignment, Sublicense or Transfer. You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.
13.4 Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.
Effective Date April 4, 2022
This Terms of Service ("Agreement") is a legal agreement between you (referred to herein as "you" or "your") and Scheme Street, LLC (“Company,” "we", "our", or "us") for access to and use of our game All Quiet Roads and our website, (including without limitation all versions of All Quiet Roads, any updates and upgrades thereto, and all features, content, and documentation provided with or for the foregoing), and any of our other products and/or services made available for download or use through our website (collectively, the "Service").
PLEASE READ THIS AGREEMENT CAREFULLY. IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE.
THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE “BINDING INDIVIDUAL ARBITRATION” SECTION 9 THAT AFFECTS HOW DISPUTES ARE RESOLVED BETWEEN YOU AND US. THESE PROVISIONS SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION SECTION AS EXPLAINED BELOW.
Use of the Service by You.
1.1 About this Agreement. We provide the Service for entertainment purposes only. You agree that (i) you will use the Service solely for your own, non-commercial, personal use in accordance with this Agreement and in accordance with any specific rules or usage provisions specified by us on the Service and (ii) all information supplied by you to us will be true, accurate, current and complete. You may not rely on any information or opinions expressed on the Service for any other purpose. By downloading and/or using the Service, by otherwise indicating your acceptance of this Agreement, or by continuing to use the Service after being notified of a change to this Agreement, you agree to be bound by the terms of this Agreement (including its dispute resolution terms), as well as our Privacy Policy (“Privacy Policy”). For information about our data protection practices, please read our Privacy Policy available at https://allquietroads.com. Our Privacy Policy explains how we treat your personal information, and how we protect your privacy when you use the Service. We retain the right at our sole discretion to deny or suspend access to the Service to anyone, at any time and for any reason, without liability. You are legally and financially responsible for all actions using or accessing the Service, including the actions of anyone you allow to access your copy of the Service.
1.2 Term and Termination. This Agreement is effective until terminated by us or you. We shall have the right to terminate this Agreement including, without limitation, your right to access and use the Service, at any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any reason, you shall immediately cease using the Service. Sections 1, 2, 2.4, 3.1, 4 – 13 and those that by their nature apply after this Agreement ends will survive any termination or cancellation of this Agreement.
1.3 Minors. To accept this Agreement, you must be and hereby affirm that you are of the legal age of majority in your country of residence or 18 years of age (whichever is older), and have read and consent to this Agreement. If you are under the legal age of majority in your jurisdiction or 18 years of age (whichever is older), your parent or legal guardian must consent to this Agreement on your behalf. If you are the parent or guardian of children under the age of majority in their jurisdiction or 18 years of age (whichever is older), you agree that you will be responsible for all uses of the Service by your child whether or not such uses were authorized by you.
1.4 Content. You understand that the Service contains: (i) materials and other items relating to us and our products and services, and similar items from our licensors, and other third parties (including but not limited to text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, titles, themes, objects, characters, names, dialogue, locations, stories, animation, concepts, music, audio-visual effects, pictures, videos, copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable materials); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Company; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content, in writing. You understand that by using the Service you may be exposed to content that you may find offensive, indecent, or objectionable and that, in this respect, you use the Service at your own risk.
1.5 Third Party Services. The Service may contain links to other content, software, products, platforms, websites or services maintained and operated by third parties (“Third Party Services”). We do not operate or control, in any respect, or necessarily endorse any Third Party Services. If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk, and you understand that by using our Service you are directing the applicable company or entity to make Third Party Services available to you. You assume sole responsibility for your use of Third Party Services and you agree that you will abide by any applicable Third Party Services policies and terms necessary in using our Service. When you use the Service to access Third Party Services, the applicable terms of this Agreement and any applicable usage terms associated with the Third Party Services will govern your use of that Third Party Service. We do not license any intellectual property to you as part of any Third Party Services, and we are not responsible or liable to you or others for information or services provided by any Third Party Services or for the results obtained from using them.
Representations and Warranties by You.
You represent, warrant, and agree that you will not:
use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state, national and international laws and regulations and treaties;
use the Service for the distribution, housing, processing, propagation, storage, or other handling of, any Content (as defined below) or other material prohibited by this Agreement, or any material that may create a risk of any loss or damage to any person or property, or any other material (including, without limitation, links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful;
permit or otherwise enable unauthorized users to access and/or use the Service;
use the Service to export software or data in violation of applicable U.S. laws or regulations;
sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Service;
distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under this Agreement;
exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, pixels, meta-spiders, crawlers or any other automated means;
register as a user of the Service by providing false, inaccurate, or misleading information;
harvest any information from the Service including, without limitation, personal data about other users of the Service for commercial or any other purposes;
post or otherwise make available irrelevant Content (as defined below), repeatedly post or make available the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
attempt to gain unauthorized access to our computer systems (including any non-public areas of the Service) or engage in any activity that disrupts, diminishes the quality of, probes for vulnerability, interferes with the performance of, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service);
use the Service to engage in any activity that is considered unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to us;
you own the sole unencumbered right in your UGC (defined below) and to grant this license and that use of your UGC as granted herein will not violate or infringe the rights of any third parties.
access or use the Service if you have been previously removed or otherwise prohibited from the Service by us.
We reserve the right, but we are not obligated, to (i) suppress, block, hide, remove, or delete any or all of your UGC and/or Forum Posts (defined below) at our discretion, including for any violation of the above representations and warranties, and (ii) report any illegal UGC or Forum Posts and related user information to the appropriate authorities.
Provision of the Service by Us.
3.1 Availability. You acknowledge and agree that the form and nature of the Service which we provide may change from time to time without prior notice to you. You acknowledge and agree that we may decline to provide you access to the Service or stop (permanently or temporarily) providing the Service (or any features or programs or Content within the Service) to you or to users generally at our sole discretion, without liability or prior notice to you. You acknowledge and agree that your use of the Service, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Service, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.
3.2 Access to the Service; Reservation of Rights. Subject to your compliance with this Agreement, we hereby give you a personal, revocable, worldwide, non-assignable and non-exclusive right to access and use the Service in the manner and for the purposes expressly permitted by the Agreement and our associated policies. We reserve all right, title and interest in and to the Service not expressly granted to you under this Agreement. There are no implied licenses under this Agreement.
3.2 Account Registration. Some elements of the Service may require that you register an account. To register an account, you may be asked to provide your date of birth and country/region, and then provide an email address, a username, a screen name and a password. We will use and protect this information according to the terms of our Privacy Policy. You agree to provide accurate, current and complete information about you. You are entirely responsible for maintaining the confidentiality of your password. You also agree not to share your account, screen name, username or password, and agree to notify us immediately if you suspect any unauthorized use of your account. You further agree that you are entirely liable for all activities conducted through your account, and any activity that results from use of your login name and password by you, or by any person to whom you may have disclosed your login and/or password in violation of this confidentiality provision, regardless of whether such disclosure was intentional or negligent. You may not sell or charge others for the right to use your account, or otherwise transfer your account. We may take any action if we believe your account has been compromised, we reserve the right to terminate any account that we determine violates this Agreement, and we have the right to deny the creation of any account for any reason in our sole discretion.
User Generated Content.
The Service may enable you or others to create, store or share content, including your communications with others, your postings submitted to us, the files, photos, documents, audio, digital works, non-fungible tokens, livestreams, videos, gameplay, game-related information, feedback, suggestions, and other materials created by you and/or others and uploaded, stored, broadcasted or shared through the Service or other services (“UGC”). We do not claim ownership of any UGC, and you are solely responsible for your UGC. In exchange for use of the Software, and to the extent that your UGC gives rise to any copyright interest, you hereby grant us a worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce, modify, create derivative works from, distribute, transmit, exploit, publicly display, and publicly perform your UGC for any purpose whatsoever without compensation, notice, or credit to you. You hereby waive and agree never to assert any moral rights of paternity, publication, reputation, or attribution with respect to use of your UGC as licensed herein under applicable law. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any UGC that you create, transmit or display while using the Service and for the consequences of your actions (including, without limitation, any loss or damage which we may suffer) by doing so and you agree to hold us harmless for any loss or damages arising from your UGC.
Forums.
The Service may include or make available bulletin boards, chat groups, group pages, messaging functions, or other forums that allow certain text, images, information, and other materials to be written or created collaboratively and stored (collectively, “Forums”). You are solely responsible for your use of such Forums, including materials you create, post, or store (collectively, “Forum Posts”), and you use the Forums at your own risk. As with other features of the Service, your use of Forums are subject to this Agreement as well as any additional terms and conditions, rules, and conventions for posting to any applicable Forums.
Digital Storefronts.
The Service may be made available through a platform, participating third-party online store, application store, or other store authorized by us (“Digital Storefront(s)”). This Agreement and the availability of the Service through any Digital Storefront is subject to the additional terms and conditions set forth on or required by the applicable Digital Storefront and all such applicable terms and conditions are incorporated herein by this reference. You acknowledge that the Digital Storefront has no obligation to provide any maintenance or support services to you in connection with the Service. Except for the foregoing, to the fullest extent permitted by applicable law, the Digital Storefront will have no other warranty obligation whatsoever with respect to the Service. Any claim in connection with the Service related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by this Agreement, and the Digital Storefront is not responsible for such claims. You must comply with the applicable Digital Storefront terms of service and any other Digital Storefront rules or policies. The Digital Storefront is a third-party beneficiary to this Agreement, and may enforce this Agreement against you.
Intellectual Property.
You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Service, including, without limitation, any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service.
You agree that in using the Service and Forums, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
Binding Individual Arbitration.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
What is Arbitration. Arbitration is an alternative dispute-resolution process and allows us to seek to resolve disputes without the formality or expense of litigating in court. Arbitration is often faster and less expensive than formal court litigation. Any qualifying dispute between you and us will be submitted to a neutral arbitrator instead of being presented in court to a judge or jury. If you wish to opt-out of this binding individual arbitration requirement, you must comply with the opt-out process set forth in the “Opt-Out Right” paragraph below. This Binding Individual Arbitration section will not apply to the extent prohibited by the laws of your country of residence.
Arbitration Procedure. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through the American Arbitration Association (“AAA”) shall be conducted pursuant to the AAA Rules and Procedures effective as of the date of the notice of dispute (the “AAA Rules”). Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Any decision or award by the arbitrator shall be final and binding on the parties. Unless otherwise agreed, any decision or award shall set forth the factual and legal basis for the award. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and which the arbitrator determines are supported by credible relevant evidence. Unless otherwise expressly consented by Company, the arbitrator may not award relief against Company respecting any person other than you.
Notice of Dispute. If you have a dispute with us, you must send written notice to scheme.street.llc@gmail.com and include “Attn: ARBITRATION OF DISPUTE” in the subject line, in order to give us the opportunity to resolve the dispute informally through negotiation. Notice must be provided within two (2) years of the events giving rise to the dispute, but in no event after the date when initiating legal proceedings would be barred under the applicable statute of limitations. Failure to provide timely notice will permanently bar all claims. If we have a dispute with you, we will provide notice to the address that we have on file for you, if possible. You and the Company agree to first attempt to negotiate the dispute in good faith for no less than sixty (60) days after notice of the dispute is provided. If the dispute is not resolved within sixty (60) days after receipt of notice of the dispute, you or Company may pursue the claim in binding individual arbitration as set forth in this section.
Agreement to Arbitrate Disputes. You agree to resolve any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate our intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances we may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described herein. Disputes shall be resolved exclusively through non-appealable arbitration with one arbitrator in accordance with the rules of AAA in New York, New York. If travelling to New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. This Binding Individual Arbitration section survives any termination of this Agreement or the provision of the Service to you by Company.
No Class Actions. You agree to resolve any disputes related to this Agreement as an individual and not as a class or join any class. You understand that, in return for agreement to this provision and the dispute provision above, we are able to offer the Service at the terms designated, and that your assent is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement: YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY AND YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF THIS BINDING INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING OF YOUR INTENT TO DO SO WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. Your written notification must be emailed to scheme.street.llc@gmail.com and include “Attn: ARBITRATION OPT-OUT” in the subject line. Your notice must include (i) your full name; (ii) your mailing address; (iii) your user account name, if you have one; and (iv) a clear statement that you do not wish to resolve disputes with Company through arbitration. You are responsible for ensuring our receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt.
WARRANTY DISCLAIMER.
THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE.
DISCLAIMER OF LIABILITY / WAIVER OF INJUNCTION RELIEF.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
In the event you have any basis for recovering damages arising from the Service or a breach of this Agreement, you agree that your exclusive remedy is to recover from the Company Parties direct damages and the maximum liability is limited up to an amount equal to $500.
The Service is controlled and operated from facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or services.
Release and Indemnification.
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless us, our parents, subsidiaries, affiliates, directors, members, officers, employees, agents, licensors, and Digital Storefront(s) from and against any and all liabilities, losses, damages, claims and expenses, including, without limitation, attorneys’ fees, with respect to (i) your access, use or misuse of, or reliance upon, the Service, (ii) your actual or alleged violation or breach of this Agreement or rights of another, (iii) UGC or Forum Posts provided by you or through your use of the Service, and/or (iv) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. For the avoidance of doubt, this section shall survive the termination of this Agreement.
Miscellaneous
13.1 Governing Law/Forum Selection. This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located New York, New York.
13.2 Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
13.3 No Assignment, Sublicense or Transfer. You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.
13.4 Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.