Last modified: March 23, 2017
AGREEMENT AND SERVICES
If you create a Bagelcode account within any Bagelcode Service, you must provide truthful and accurate information to us in creating such account. If Bagelcode has reasonable grounds to suspect that you have provided any information that is inaccurate, not current or incomplete, Bagelcode may suspend or terminate your ability to use or access a Bagelcode Service, and refuse any and all current or future use of or access to any or all Bagelcode Services (or any portion thereof).
Bagelcode reserves the right to limit the number of accounts a user can establish. This limit may change over time in our sole discretion.
When you access a Bagelcode Service, send e-mails or electronically chat with Bagelcode, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices in the Bagelcode Services. You agree that all agreements, notices, disclosures and other communications that Bagelcode provides to you electronically satisfy any legal requirement that such communications be in writing.
Certain Bagelcode Services may provide you with the opportunity to license a variety of virtual items such as virtual currency, virtual goods, additional levels and content packs ("virtual items") that can be used while playing the Bagelcode Service. You may be required to pay a fee to obtain virtual items. When you use virtual items within a Bagelcode Service, any virtual items that you have purchased will be deemed used before any virtual items that you have earned.
You have no property interest in any virtual items. Any purchase of virtual items, and virtual items accumulated through any applicable Bagelcode Service membership benefits, are purchases of a limited, non-transferable, revocable license to use those virtual items within the applicable Bagelcode Service. Virtual items may not be transferred or resold for commercial gain in any manner, including, without limitation, by means of any direct sale or auction service. Virtual Items may not be purchased or sold from any individual or other company via cash, barter or any other transaction. Virtual items have no monetary value, and cannot be used to purchase or use products or services other than within the applicable Bagelcode Service. Virtual items cannot be refunded or exchanged for cash or any other tangible value.
Bagelcode may manage, regulate, control, modify or eliminate your virtual items in our sole discretion, and Bagelcode will have no liability to you or anyone for exercising those rights. In addition, all virtual items are unconditionally forfeited if your Bagelcode Service account is terminated or suspended for any reason, in Bagelcode's sole discretion, or if Bagelcode discontinues any Bagelcode Service or any portion or feature of any Bagelcode Service.
SOCIAL NETWORK SITES
If you access a Bagelcode Service via a third party social networking site (a "Social Game"), you should be aware that Social Games are only available to individuals who have registered with the social networking site through which s/he accesses Social Games. You agree that your social networking site account information is accurate, current and complete.
If Bagelcode has reasonable grounds to suspect that you have provided any information that is inaccurate, not current or incomplete, Bagelcode may suspend or terminate your ability to use or access Social Games and refuse any and all current or future use of or access to Social Games (or any portion thereof).
REVIEWS, COMMUNICATIONS AND SUBMISSIONS
Inappropriate, obscene, defamatory, offensive language, crude or explicit sexual content, discussions of any matters which are explicitly or by inference illegal in any way, discussions of illegal or any other drugs, and racially and ethnically offensive speech are examples of unsuitable content that are not permitted within the Bagelcode Services. Content standards may vary depending on where you are within a Bagelcode Service and the expectations of the relevant game community. Some game play may involve use of stronger language than others, including mild expletives. You should always use your best and most respectful and conservative judgment in interacting as part of any game play, and submitting any content, such as a review or post to any forums or message boards, within a Bagelcode Service.
We expressly reserve the right, but have no obligation, to: (a) monitor any communications within the Bagelcode Services, including, without limitation, to ensure that appropriate standards of online conduct are being observed, and (b) immediately or at any time remove any content that we deem objectionable or unsuitable in our sole discretion. Bagelcode does not endorse, approve, or prescreen any content that you or other users post or communicate on or through any Bagelcode Services. Bagelcode does not assume any responsibility or liability for any content that is generated, posted or communicated by any user on or through the Bagelcode Services. You agree to indemnify Bagelcode and each of their respective employees, contractors, officers, directors, shareholders, agents, representatives, vendors, and content providers from any liability or damages arising out of or resulting from any content you post or communicate on or through the Bagelcode Services.
Public Nature of Communications
You acknowledge and agree that your submitted content, including your reviews and your communications with other users via online messaging, private messaging, forums or bulletin boards, and any other similar types of communications and submissions on or through any Bagelcode Service, are non-confidential, public communications, and you have no expectation of privacy concerning your use of or participation in any Bagelcode Services (other than with respect to the information you provide to us in establishing your Bagelcode account(s), if applicable). You acknowledge that personal information that you communicate publicly within any Bagelcode Service may be seen and used by others and may result in unsolicited communications. Bagelcode is not liable for any information that you choose to submit or communicate to other users on or through any Bagelcode Services, or for the actions of any other users of any Bagelcode Service.
You represent and warrant that you have all necessary rights in and to any materials that you post within any Bagelcode Service, that such materials do not infringe any proprietary or other rights of third parties, that all such content is accurate and will not cause injury to any person or entity, and that you will indemnify Bagelcode and their respective employees, contractors, officers, directors, shareholders, agents, representatives, vendors, and content providers for all claims resulting from your submitted and posted content. If any such materials incorporate the name, voice, likeness and/or image of any individual, you represent and warrant that you have the right to grant Bagelcode permission to use any such name, voice, likeness and/or image of such individual appearing in the materials you post throughout the world in perpetuity. Once you post or communicate any content or materials on or through a Bagelcode Service, you expressly grant Bagelcode the complete, worldwide, fully sublicensable and irrevocable right to quote, re-post, use, reproduce, modify, adapt, publish, translate, create derivative works from, display, distribute, transmit, and broadcast such content or materials, including without limitation the name you submit in connection with such content or materials, in any form, with or without attribution to you, and without any notice or compensation to you of any kind. We reserve the right to immediately remove any content that may be considered, in our sole discretion, in violation of the rights of any third party.
Commercial Activity and Unsolicited E-mail
You may not use any portion of the Bagelcode Services to collect information, including login names, about other users, and use of such information to send unsolicited e-mail or for any other purpose is strictly prohibited. You may not advertise any goods or services on any Bagelcode Services, or otherwise exploit your participation on or through any Bagelcode Services for any commercial purpose.
When you post a review, we will display your rating of the Bagelcode Service, along with your user name and certain other information you may provide, such as your city and state location, skill level, favorite game and favorite genres. By submitting a review, you are consenting to the release of all information that you provide in that review to a public forum. If you do not want any such information to be shared in a public forum, do not use the review feature.
NEITHER BAGELCODE, INC. NOR ITS LICENSORS IS LIABLE FOR ANY DAMAGES IN CONNECTION WITH YOUR USE OF ANY BAGELCODE SOFTWARE (INCLUDING LIABILITY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGE TO YOUR COMPUTER HARDWARE OR SOFTWARE), AND THE ENTIRE RISK OF USE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO YOUR COMPUTER HARDWARE OR SOFTWARE, RESULTING FROM ANY USE OF THE BAGELCODE SOFTWARE, RESIDES WITH YOU.
THIRD PARTY LINKS and THIRD PARTY CONTENT AND SERVICES
Any and all software, content and services (including advertising) within a Bagelcode Service that are not owned by Bagelcode are "third party content and services." Bagelcode acts merely as an intermediary service provider of, and accepts no responsibility or liability for, third party content and services. In addition and without limiting the generality of the foregoing, certain Bagelcode Services may include links to sites operated by third parties, including advertisers and other content providers. Those sites may collect data or solicit personal information from you. Bagelcode does not control such sites, and is not responsible for their content, policies, or collection, use or disclosure of any information those sites may collect.
TERMINATION OF ANY BAGELCODE ACCOUNT
Bagelcode reserves the right to collect fees, surcharges or costs incurred before you cancel your Bagelcode account(s) or a particular subscription. In the event that your Bagelcode account or a particular subscription is terminated or cancelled, no refund will be granted, no online time or other credits (e.g., points in an online game) will be credited to you or converted to cash or other form of reimbursement, and you will have no further access to your account or anything associated with it (such as points, tokens or in-game items). Any delinquent or unpaid accounts must be settled before Bagelcode may allow you to create any new or additional accounts. All virtual items are unconditionally forfeited if your Bagelcode account is terminated or suspended for any reason, in Bagelcode's sole discretion, or if Bagelcode discontinues any Bagelcode Service that includes virtual items.
INTELLECTUAL PROPERTY and CONTENT RIGHTS
“Intellectual Property Rights” are patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Content” refers to the names, logos, icons, concepts, themes, designs, animations, sounds, videos, any other production assets, operating manuals, and all other works or material recorded or embodied in the content.
In the event legal action is taken against you for your acts and/or omissions with regard to any content on the Bagelcode Services, you agree to indemnify and hold harmless Bagelcode and its employees, contractors, officers, directors, shareholders, agents, representatives, vendors, and content providers.
LIMITATIONS ON WARRANTIES AND LIABILITY
YOU EXPRESSLY AGREE THAT THE USE OF ANY BAGELCODE SERVICE, BAGELCODE SOFTWARE AND THE INTERNET IS AT YOUR SOLE RISK. ALL BAGELCODE SERVICES AND BAGELCODE SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BAGELCODE DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE BAGELCODE SERVICES OR BAGELCODE SOFTWARE AT ANY PARTICULAR TIMES OR LOCATIONS, OR THAT THE BAGELCODE SERVICES, BAGELCODE SOFTWARE, NEWSLETTERS, E-MAILS OR OTHER COMMUNICATIONS SENT FROM BAGELCODE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH BAGELCODE IS TO STOP USING THE BAGELCODE SERVICES AND BAGELCODE SOFTWARE, AND TO CANCEL ANY AND ALL OF YOUR BAGELCODE ACCOUNTS, IF APPLICABLE. YOU ACKNOWLEDGE AND AGREE THAT BAGELCODE IS NOT LIABLE FOR ANY ACT OR FAILURE TO ACT ON ITS OWN PART, OR FOR ANY CONDUCT OF, OR COMMUNICATION OR CONTENT POSTED WITHIN A BAGELCODE SERVICE BY, ANY BAGELCODE SERVICE USER. IN NO EVENT SHALL BAGELCODE'S OR ITS EMPLOYEES', CONTRACTORS', OFFICERS', DIRECTORS' OR SHAREHOLDERS' LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO BAGELCODE FOR YOUR PARTICIPATION IN ANY BAGELCODE SERVICE. IN NO CASE SHALL BAGELCODE OR ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS OR SHAREHOLDERS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY BAGELCODE SERVICE OR BAGELCODE SOFTWARE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SUCH LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT BAGELCODE IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BAGELCODE LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF BAGELCODE SERVICES AND OPERATORS OF SOCIAL NETWORKING AND OTHER EXTERNAL SITES, AND THAT THE RISK OF USING OR ACCESSING BAGELCODE SERVICES AND BAGELCODE SOFTWARE, SOCIAL NETWORKING SITES AND OTHER EXTERNAL SITES, AND OF INJURY FROM THE FOREGOING, RESTS ENTIRELY WITH YOU.
EXPORT CONTROL LAWS
Certain Bagelcode Services may be subject to United States and international export controls. By accessing Bagelcode Services, you warrant that you are not located in any country, or exporting any Bagelcode Services, to any person or place to which the United States, European Union or any other jurisdiction has embargoed goods. You agree to abide by all applicable export control laws and further agree not to transfer or upload, by any means electronic or otherwise, any Bagelcode Services that may be subject to restrictions under such laws to a national destination prohibited by such laws without obtaining and complying with any required governmental authorizations.
OTHER LEGAL TERMS
APPLICABLE LAW, JURISDICTION, AND VENUE
Any legal suit, action or proceeding arising out of or relating to this Agreement shall be settled through arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.
DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS "DISPUTE RESOLUTION BY BINDING ARBITRATION" PROVISION CAREFULLY, BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH BAGELCODE AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
THIS PROVISION PRECLUDES YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST BAGELCODE. IT ALSO PRECLUDES YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST BAGELCODE BY SOMEONE ELSE. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT DECISION. IT IS YOUR DECISION TO MAKE AND YOU SHOULD NOT RELY SOLELY ON THE INFORMATION PROVIDED IN THIS AGREEMENT, AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS REGARDING THE CONSEQUENCES OF YOUR DECISION. YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS BELOW.
Authority of Arbitrator. With the exception of class procedures and remedies as discussed below under "Waiver of Class Relief," the arbitrator shall have the authority to grant any remedy that would otherwise be available in court.
Confidentiality. You and Bagelcode shall maintain the confidential nature of the arbitration proceedings and the arbitration award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision
Allocation of Arbitration Fees. If you assert a Dispute as a consumer, you will only be required to pay arbitration fees of $250 of the fees charged by JAMS in connection with any arbitration under this section, and Bagelcode will bear all other costs charged by JAMS or the arbitrator, including any remaining JAMS Case Management Fee and all professional fees for the arbitrator's services. You will still be responsible for paying your own attorneys’ fees.
WAIVER OF CLASS RELIEF. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AGREE THAT YOU AND BAGELCODE WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. YOU AND BAGELCODE ARE EACH WAIVING RESPECTIVE RIGHTS TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
If any portion of this section entitled "Dispute Resolution by Binding Arbitration" is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.
STATUTE OF LIMITATIONS