SQUANCH GAMES, INC.

TERMS OF USE

Effective Date: May 20th, 2019

Acceptance of the Terms of Use

These terms of use, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”) are entered into by and between you and Squanch Games, Inc., a Delaware corporation (the “Company”, “we”, “us”, and their derivatives). These Terms of Use govern your use of our websites, including squanchgames.com and its subdomains (collectively, the “Websites”), the video games we publish and distribute, including Trover Saves the Universe™ and Doctor Splorchy Presents: Space Heroes™ (collectively, the “Games”, and, each, a “Game”), and other online services we may provide (collectively, with the Websites and the Games, the “Services”).

THESE TERMS OF USE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THEM CAREFULLY. THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY USING ANY OF THE SERVICES, INCLUDING THE WEBSITES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND CONSENT TO OUR PRIVACY PRACTICES AS DESCRIBED IN OUR PRIVACY POLICY (AVAILABLE AT HTTP://WWW.SQUANCHGAMES.COM/PRIVACYPOLICY) (the “Privacy Policy”) THAT IS INCORPORATED BY REFERENCE INTO THESE TERMS OF USE.  IF YOU DON’T AGREE TO BE BOUND BY THESE TERMS OF USE OR DO NOT CONSENT TO OUR PRIVACY PRACTICES AS DESCRIBED IN THE PRIVACY POLICY, DO NOT USE ANY OF THE SERVICES.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. If you continue to use our Services, including the Websites, following the posting of revised Terms of Use, you are signifying that you accept and agree to the changes. You are expected to check this page from time to time, so you are aware of any changes.

Changes to Websites; Unavailability of Websites

We reserve the right to withdraw or amend the Websites in our sole discretion without notice. Note that the Websites and their content are not necessarily always complete or up-to-date, and we are under no obligation to update them. We will not be liable if for any reason all or any part of the Websites is unavailable at any time or for any period.

Intellectual Property Rights

©2016-2019 Squanch Games, Inc. Trover Saves the Universe™, Doctor Splorchy Presents: Space Heroes™, Squanch™, SquanchGames™, Squanch Games™ and related design and composite marks are trademarks of Squanch Games, Inc. All rights reserved.

All aspects of the Services, including, without limitation, any works of authorship (e.g., any trailers, images, sounds, etc.), trademarks, features or functionality, and other intellectual property contained in, comprising, and/or underlying the Services, are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Limited License to Use Services

These Terms of Use permit you to use the Services and view and use the content set forth therein for your personal, non-commercial use only. Additionally, with respect to the Games, your use of such Games will be subject to any other applicable end user license agreements or other written terms that may apply to your use thereof (including payment obligations)(“EULAs” and, each, a “EULA”). In the event of any conflict or inconsistency between the terms of any such EULA and these Terms of Use, such EULA will control. As to each Game, the license contemplated by this paragraph gives you a non-exclusive, non-transferable, non-sublicensable limited right and license to use one copy of the applicable Game for your personal, non-commercial use for gameplay. For clarity, the foregoing license with respect to each Game is only granted to those persons that have purchased from or otherwise been given access to a particular Game by us or one of our third-party distributors, subject to any applicable EULAs and other applicable obligations. Subject to the limited license to broadcast gameplay described below, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material included in the Services. You must not access or use for any commercial purposes any part of the Services or materials available through them. No right, title, or interest in or to the Services or any content thereof is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Limited License to Broadcast Game Play

We hereby grant each user of our Games (“Broadcasting User”) a limited, revocable, royalty-free license to broadcast such Broadcasting User’s unique play within the applicable Game (“Broadcasted Content”), but only through third-party media that is, at the time of broadcast, currently approved by the Company (“Approved Broadcaster(s)”).

The above limited license to broadcast the Game is subject to the additional conditions:

  • A Broadcasting User may only broadcast his or her own gameplay;

  • All Broadcasted Content must otherwise comply with these Terms and the Privacy Policy;

  • Broadcasting Users assume all liability for ensuring their Broadcasted Content, and any monetization of Broadcasted Content, fully complies with all applicable laws, as well as the Approved Broadcaster(s)’ applicable terms of service, policies, rules, and guidelines;

  • The Company may revoke a user’s license to broadcast for any or no reason and without notice.

The following is an exclusive list of currently Approved Broadcasters. Modifications to this list may be made here, or elsewhere on the store page for any Game. Users may only broadcast content through currently Approved Broadcasters. We do not claim any affiliation with the Approved Broadcasters, nor do we make any representations as to the quality or functionality of the Approved Broadcasters’ services.

  • Twitch Interactive, Inc.

  • YouTube, LLC

  • Facebook Inc.

  • Twitter Inc.

  • reddit Inc.

We reserve the right to add or remove Approved Broadcasters as we see fit. If you would like to request that a broadcaster be added to the list above, feel free to contact us at hi@squanchgames.com.

Feedback

You may elect to informally provide us with Feedback from time to time. You agree that the Company will own, and you hereby assign to the Company your intellectual property rights in and to, any and all Feedback and that the Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it, royalty-free, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. “Feedback” means any feedback or ideas you provide to the Company regarding the Services, including the Games, or any suggested improvements thereto.

Additional Prohibited Uses

You may use the Services, including the Websites, only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services, including the Websites, in any way that violates applicable laws, in order to exploit or harm anyone, to send advertising or promotional material, or to impersonate or attempt to impersonate the Company or anyone else.

Additionally, you agree not to:

  • Disable, overburden, damage, or impair (or attempt to disable, overburden, damage, or impair) the Services or interfere with anyone else’s use of the Services;

  • Engage in any other conduct that affects anyone else’s use or enjoyment of the Services or that, as determined by us, may harm the Company;

  • Use any robot, spider, or other automatic device, process, or means to access the Websites for any purpose, including monitoring or copying any of the material on the Websites;

  • Use any manual process to monitor or copy any of the material on the Websites or for any other unauthorized purpose without our prior written consent;

  • Use any device, software, or routine that interferes with the proper working of the Websites;

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, including any server on which the Websites are stored, or any server, computer, or database connected to the Services;

  • Attack the Websites via a denial-of-service attack or a distributed denial-of-service attack; or

  • Otherwise attempt to interfere with the proper working of the Services.

Reliance on Information Posted

The information presented on or through the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites, or by anyone who may be informed of any of its contents.

Privacy Policy

All information we collect through the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

Links from the Websites

If the Websites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Disclaimers and Limitation of Liability

Nothing in these Terms of Use will prejudice the statutory rights that you may have as a user of the Services. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so, in those jurisdictions, the exclusions and limitations below apply only to the extent permitted by applicable law.

THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING THE GAMES AND OTHER SOFTWARE), AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING THE GAMES AND OTHER SOFTWARE), OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, THE COMPANY’S SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM THE COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS THESE TERMS OF USE. FURTHER, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) TO THE COMPANY UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use and any dispute or claim arising therefrom or related thereto, will be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services, including the Websites, deemed not subject to the agreement to arbitrate below shall be instituted exclusively in the federal and state courts located in Wake County, North Carolina, USA. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Agreement to Arbitrate

You and the Company agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services, including disputes regarding the arbitrability of a given matter (collectively, “Disputes”), will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide the Company with written notice of your desire to do so by email or regular mail within 30 days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide the Company with an Arbitration Opt-out Notice within the 30-day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide the Company with an Arbitration Opt-out Notice, will be the state and federal courts located in the Wake County, North Carolina and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide the Company with an Arbitration Opt-out Notice, you acknowledge and agree that you and the Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and the Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Agreement to Arbitrate” section will be deemed void. Except as provided in the preceding sentence, this “Agreement to Arbitrate” section will survive any termination of these Terms.

The arbitration will be administered by JAMS alternative dispute resolution (“JAMS”) in accordance with the applicable JAMS clauses, rules, and procedures (the “JAMS Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The JAMS Rules are available at http://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at 1-800-352-5267.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules.

Unless you and the Company otherwise agree, the arbitration will be conducted at JAMS’s Los Angeles, California offices located at 555 West 5th St., Los Angeles, CA 90013. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and the Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The arbitrator will render an award within the time frame specified in the JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Disclaimers and Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable.

Your responsibility to pay any JAMS filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and, solely as to the Games, any applicable EULA or EULAs, are the sole and entire agreement between you and the Company regarding the Services, including the Websites, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding their subject matter.

Your Comments and Concerns

If you have any questions about the Services or these Terms of Use, please get in touch with us at hi@squanchgames.com