Effective as of October 1, 2018
Acceptance of our Terms
1.1. These Terms of Service (“Terms”) constitute a binding contract between you and Gamerjibe, Inc. (“us” or “we” or “Gamerjibe”) governing the use of and access to the products we offer in connection with a paid or trial subscription or single purchase (“Products”) to you and any authorized individuals engaged by you to use the Products on your behalf (each, a “User,” and collectively, “Users”). By using or accessing the Products, or authorizing or permitting any User to use or access the Products, you accept and agree to be bound by these Terms.
1.2. If you are entering into these Terms on behalf of a company, organization, or other legal entity (“Entity”), you agree to these Terms for that Entity and represent to Gamerjibe that you have the authority to bind such Entity and its affiliates to these Terms. In such case, “you” or “Customer” shall refer to such Entity and its affiliates. If you are a Customer’s User, then these Terms will apply to you to the extent they are applicable to Users. If you do not have the authority to bind the Entity to these Terms or do not agree to these Terms, do not accept these Terms or use or access the Products.
1.3. You represent and warrant that the information you provide in registering for the Products is accurate, complete, and rightfully yours to use.
2.1. We deliver our Products through our web applications and mobile applications (each, an “Application,” and collectively, “Applications”) available at gamerjibe.com and app.gamerjibe.com (each, a “Site”). The features and services available to you will be based on your payment plan (“Plan”). If you signed a service order, the details of your Plan will be provided on your service order. If you purchased a Product within the Application, the details of your Plan will be set forth on the pricing page within the Application. The Products specifically exclude any third-party database or third-party services.
2.2. We reserve the right to modify features and functionality of our Products from time to time at our sole discretion. We will determine in our sole discretion whether any new features require additional fees. We may decide to add new features to the Products and make them generally available at no cost to Customers. We may or may not provide notice to you of changes to the Products. We will not be liable to you or to any third party for any modifications, price increases, or discontinuations of our Products.
2.3. Any additional product add-ons or the addition of other features or functionality you later add to an existing Plan (the “Add-Ons”) shall be subject to these Terms. Any time-and-materials services provided to you, such as consulting services or onboarding support (the “Professional Services”) shall also be subject to these Terms.
3.1. Termination by You. You may terminate your account at any time without cause, but you will not be entitled to any refunds of any prepaid and unused fees, and any unpaid fees under your Plan for the applicable payment term will become immediately due and payable with the exception of payments made for event production support which are fully refundable if such work has not been performed. We may decide to provide you a full or prorated refund of any prepaid and unused fees at our sole discretion.
3.2. Termination by Us. We may restrict functionality of the Products or temporarily suspend your account if we reasonably believe that you have violated these Terms. Unless we believe the need to restrict or suspend access is time-sensitive and requires immediate action without notice, or we are prohibited from providing notice under law or legal order, we will use commercially reasonable efforts to notify you by email prior to such suspension. We will not be liable to you or any third parties for any of the foregoing actions. We may terminate your account and use of the Products for any of the following reasons: (i) you fail to comply with these Terms, (ii) you do not pay your fees in accordance with the payment terms under your Plan, (iii) at the expiration of the payment period of your Plan if we provide prior written notice to you, (iv) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (v) if we reasonably determine you are acting or have acted in a way that could present substantial reputational harm to Gamerjibe or our current or prospective partners or customers. In no event will any termination by us for the foregoing reasons entitle you to any refunds of any prepaid and unused fees or relieve you of your obligation to pay any fees payable to us prior to the date of termination, and any unpaid fees under your Plan will become immediately due and payable. Any suspected fraudulent, abusive, hateful, discriminatory or illegal activity may be grounds for immediate termination of your use of the Product and may be referred to law enforcement authorities.
3.3. Post Termination. If your account is terminated, Gamerjibe reserves the right to delete your account settings and content with no liability or notice to you. Once your account settings and content are deleted, you will not be able to recover such account settings and content, except any content that remains on third party services pursuant to the terms and conditions of such third-party services.
3.4. Reservation of Promotion. Gamerjibe reserves the right to continue to promote content as a result of your usage of our Products post termination.
3.5. Reservation of Confidentiality. All rights and obligations with respect to already-disclosed Confidential Information will continue to the fullest extent necessary for their enforcement. Upon termination, you will at Gamerjibe’s option either destroy and certify the destruction of, or return to Gamerjibe, all Confidential Information.
4.1. Definitions. For the purpose of these Terms, “Confidential Information” means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or to which the other party may have access, which (i) a reasonable person would consider confidential, or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of these Terms by the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
4.2. Nondisclosure. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations under these Terms, and shall take actions reasonably necessary and appropriate to prevent the unauthorized disclosure of the Confidential Information, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, advisors, agents and other representatives who require access in order to perform its obligations under these Terms.
4.3. Judicial Process. In case of a subpoena or other bona fide judicial process, you may disclose Confidential Information as legally required only if it first notifies Gamerjibe in advance (if such notification is legally permissible) of any pending process so that Gamerjibe may challenge or otherwise limit disclosure.
4.4. Ownership. All Confidential Information, material and works derived from Confidential Information, and improvements made on patents or patentable material, are the property of Gamerjibe, and no license or other rights to that information are granted or implied.
5.1. Media Release. You agree that image, video, and audio recordings, including those of your avatars and other event content, can be used by Gamerjibe and its media partners to release, publish, or edit for any purpose that Gamerjibe and its media partners deem fit.
5.2. Force Majeure. Gamerjibe shall not be responsible for any claims or damages resulting from any delays in performance or for non-performance due to unforeseen circumstances or causes beyond our reasonable control.
5.3. Limitation of Liability. Gamerjibe shall be released from liability for any losses incurred related to your use of our Products. Gamerjibe shall not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to the Terms or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether we have been advised of the possibility of any such damage.
5.4. Injunctions. You acknowledge and agree that a material breach of the Terms will likely give rise to irreparable injury to Gamerjibe for which no adequate financial remedy is available. Accordingly, in the event of an actual or threatened breach of the Terms, Gamerjibe is entitled to injunctive relief prohibiting acts that would violate the Terms, in addition to all other available remedies, without need to post any bond or security.
5.5 Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Illinois, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.
5.6. Venue. In circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of Illinois, excluding its conflict of law rules. Under such limited circumstances, each party hereby expressly and irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Cook County, Illinois in connection with such an action.
5.7. Agreement to Arbitrate Disputes. You and Gamerjibe agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate Gamerjibe’s Intellectual Property Rights. Under such limited circumstances, Gamerjibe may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Products, or intellectual property infringement without first engaging in arbitration or the informal dispute-resolution process described herein. In all other cases, both parties hereby agree to submit to arbitration administered by the American Arbitration Association under its Commercial Arbitration Rule with one (1) arbitrator to be selected by mutual agreement of the parties. If we cannot agree on the arbitrator selection, then the American Arbitration Association shall choose an arbitrator for us from the National Panel of Arbitrators. You agree that an arbitrator cannot award punitive damages to either party and to abide by and perform any award rendered by the arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which shall include, but not be limited to, the courts within Cook County, Illinois.
5.8. Waiver and Severability. The waiver by Gamerjibe of any term or condition set out in these Terms shall not be deemed a further or continuing waiver of any other provision of these Terms, and any failure of Gamerjibe to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable, or illegal for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
5.9. Notices. Except as otherwise specified in these terms, any notices under these Terms must be sent to Gamerjibe by email to email@example.com, with a duplicate copy sent via registered mail (return receipt requested) to: Gamerjibe, Inc., Attention: Legal Department; 3033 N Clark St, Chicago, Illinois 60657. Any notices under these Terms that are sent to you shall be sent via email to the named account owner of your Gamerjibe account. You are responsible for maintaining the accuracy of the email address and other contact information of your named account owner within the Application.
5.10. Binding. The Terms shall be binding upon and inure to the benefit of Gamerjibe and you and their respective heirs, successors and assigns.