Terms of Service
This is a binding legal agreement between you and Gamelancer, Inc. a Delaware corporation (Company We, Us or Our) and governs your relationship with Us as it pertains to the Gamelancer website, application and/or any other medium upon which we provide products or services (the “Service”). We will ask you to agree to be bound by these terms when you register for a Gamelancer account, however, your access to the Service or any portion thereof also constitutes your agreement to these terms. The terms contained herein supersede and replace any other agreement or negotiation between you and Gamelancer, whether oral, written or otherwise including any statements made by any representative of Company or any Gamelancer at any time.
5. Gamelancer Coins; Sessions
7. User Content
8. Acceptable Use Policy
9. Ownership of Intellectual Property; Confidentiality
10. Suspension and Termination
13. Warrantee and Limitations
15. Force Majeure
18. Choice of Law
19. No Agency
21. Required Notices
Company is a world class social gaming platform connecting users of the Service (“Users”) to other Users which allows certain selected individuals (“Gamelancers”) to make themselves available to other Users, for a fee, for the purpose of coaching, instruction, or general advice while using the Service.
Unregistered users are permitted to explore certain parts of the Service without registering as a user. In order to become a registered user of the Service (“User”), you will need to register for a User Account (“Account”). During registration of your User Account, you will be asked to select a username and password. You are solely responsible for maintaining the confidentiality of your username and password and for all activities that occur with regard to your User Account. You agree that the information you provide to Us during Your registration of a User Account is, at the time of registration true, accurate, current, and complete and you agree to keep Your Account information up to date at all times. User Account data expressly includes, but is not limited to Your Account information, videos and images of You or that you post to the Service. Gamelancer Accounts are not subject to assignment and may not be rented, sold or transferred without the express written consent of Company. We reserve the right to monitor the use of your Account and take any action we deem appropriate to prevent any violation or abuse of any Gamelancer Policies, laws, ordinances, regulations or rights of Company, any Gamelancer or any User including the suspension, disabling or deactivation of Your Account or Your access to any Account.
4.2 Dormant Accounts
User or Gamelancer Accounts with no activity (Coin purchase, Session booking, Coin conversion, Reward withdrawal) for more than 36 months are subject to suspension or termination, as provided in Section 10, at the discretion of the Service.
5. GAMELANCER COINS; SESSIONS
5.1 Coins; Coin Purchase
All transactions between Users and the Company or Users and any Gamelancer are paid with Gamelancer Coins. Gamelancer Coins are purchased by Users during or after the initial sign up process at the then prevailing price which is set by Company and is subject to change without notice. Generally, the more Coins you purchase at a time the more favorable the pricing will be. Company may offer promotional, discount or special Coins from time to time which may have different privileges or restrictions (“Promotional Coins”). Once purchased, Coins are not refundable and have no monetary value. Coins that you purchase will be placed into your Gamelancer Account (“Wallet”) for use once the transaction is approved. Company presently accepts payment by Credit Card (American Express, Visa, MasterCard, Discover) and Paypal. Additional payment options may be made available in the future and indicated on the Wallet portion of your Account.
5.2 Use of Coins
Users may use Coins contained within their Wallet to purchase time to be spent with the Gamelancer using the Service (“Session”). Sessions with Gamelancers may be of varying length and value as identified at the time of booking. Gamelancers set their own schedule and pricing, both of which are subject to change in advance of any particular purchase. Once a purchase is confirmed by the Gamelancer, the pricing is locked and cannot change. Coins are not redeemable for cash and have no cash value. Coins are subject to cancellation in the event that your account is suspended or terminated as provided herein. Gamelancers may convert Coins to Rewards as defined and provided below. Promotional Coins may have different conversion requirements.
In the event a Gamelancer fails to join a booked session within 5 minutes of the scheduled start time (“NoShow”), the Session is subject to cancellation by the User. In the event of a NoShow, the User is entitled to a refund of the Coins used to purchase the NoShow Session. In the event of any NoShow please email email@example.com with Your Session information. In the event that a User fails to join a booked session within 5 minutes of the scheduled start time (“Default”) the Session is automatically cancelled and there is no refund of Coins used to book the Session. Please be respectful of time booked Sessions with Gamelancers because they are reserving time on their schedule for your Session which cannot be re-booked in the event of a Default. Multiple Defaults may result in fines or penalties including termination of Your Account. Sessions booked and cancelled more than 12 hours prior to the scheduled start time of the Session maybe granted a credit or partial credit at the discretion of the Service and the Gamelancer.
Gamelancers may use Coins they receive from Sessions to book Sessions with other Gamelancers. In addition, Gamelancers that have met all payment verification requirements (“Badge”) may, once they have collected at least 500 Coins, exchange Coins for Gamelancer Rewards (“Rewards”) at the then current redemption rate available in the Wallet section Your User Account. Rewards may be withdrawn from Your Wallet as U.S. Dollars. Available payment methods are as shown the Wallet Section of your User Account. The exchange rate from Coins to Rewards and Badge verification requirements are set by Company at Company’s own discretion and are subject to change without notice. Exchange rates are tiered depending upon a number of factors including but not limited to the number and frequency of Session bookings and conversion amounts and conversion frequency. Badge verification requirements may be found at Gamelancer.com/Badge.
5.5 Payment by Credit Card
At the time of your User Account registration you will be asked to provide your preferred payment information. Upon providing such payment information, you agree to allow Company to charge your provided credit card or payment method in the amount selected by you in your registration process. You further authorize Company to charge your payment method for all subsequent purchases that you make or charges that you incur as provided under these Terms. You agree to maintain current valid existing credit card or other payment information in your Account for the purpose of satisfying all such Company charges as they become due. You agree to pay your credit card or other payment bill according to the cardmember or member terms that may be applicable. Refusal or rejection of any such charge or any portion thereof is grounds for account suspension and/or termination at the sole option of Company under Section 10 herein.
Subject to your acceptance of these Terms and pursuant thereto, Company grants Users a non-exclusive, limited, personal, non-transferable license to use the Gamelancer Service according to the terms set forth herein for the Term.
7. USER CONTENT
7.1 You own Your content
Uploading your images, videos or other content to the Gamelancer Service does not change that. All we ask is that You grant Us the right to use the content that you upload etc. (“User Content”) within and for the service. This is called a license and this Section outlines how the license works, what We can do with the licensed User Content and confirms that You continue to own it for all other purposes.
At various points throughout the Service You are given the opportunity to upload images, videos, text, animations, live Session recordings, direct messages, emails relating to the Company, the Service or any Gamelancer, or other media to the Service for Display on the Service or other purposes. When you upload or otherwise provide in any way, User Content to the Service or otherwise provide User Content to Company, or any Company employee, agent or representative you grant Us and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by Us (“Licensees”), an unlimited, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable license to use, reproduce, stream, livestream, copy, display, publish, exhibit, distribute, edit, modify, sell, offer for sale, create derivative works based upon the User Content and to exercise any and all copyright, trademark, publicity, and database rights you have in the User Content, in any media or form (“User License”). You further grant Licensees, the right to make and distribute to third parties, recordings of Gamelancer Sessions booked under your Account or in which you participate.
On occasion we may select certain User Content and/or any User Account information to use in relation to Social Media, advertising, marketing, search engines, or other promotional materials, in whole or in part and alone or in combination with other User Content or other Content for the Service or those of our affiliates, partners or other third parties selected by us for this purpose. User Content expressly includes, but is not limited to, all usage data as to the Service, User Account data and all User Content. Any use etc. of User Content is subject to Our sole discretion and may continue or cease with or without notice to you at any time.
7.4 User Representations
Before you provide any User Content to Company or Licensees you hereby represent and warrant that you own or otherwise have ownership rights in and to the User Content sufficient to grant the User License under this Section and that neither your provision of the User Content to Company or any Licensee under this Agreement nor the granting of rights under the User License or any Use etc. thereunder does not and will not violate the intellectual property rights, privacy rights, publicity rights, contract rights of any person and is not unlawful under any applicable statute, ordinance or regulation.
8. ACCEPTABLE USE
Gamelancer strictly enforces compliance with its acceptable use terms under this section. You agree to maintain your website in full compliance with the terms set forth below. Failure to so comply is cause for immediate suspension and possible termination under Section (10) herein.
8.1 You agree that you will not violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government.
8.2 You agree not to cause any harm to minors of any kind or to perform any activity which is likely to cause such harm.
8.3 You agree not to take any action which encourages or consists of any threat of harm of any kind to any person or property.
8.4 You agree not to transmit any unsolicited commercial or bulk email or other messages. You will not engage in any activity known or considered to be “spamming”, “message bombing” or other abusive or harassing volume or frequency of messages.
8.5 You agree not to make or attempt any unauthorized access to any Company, Gamelancer or User Account.
8.6 You agree not to infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software.
8.7 You agree not to register or utilize any Account Username which violates these Terms, the intellectual property rights of any other person or is offensive as determined by Company in its sole discretion.
8.8 You agree not to collect or attempt to collect personally identifiable information of any person or entity without their express written consent. To the extent expressly permitted, you shall maintain records of any such written consent throughout the term of this agreement and for three (3) years thereafter.
8.9 You agree not to undertake any action which is harmful or potentially harmful to the System or any Company networks or server structure.
8.10 You agree not to provide, lease, sublease space or any other right within your Account or otherwise provide access to your User Account to any third party for any purpose. User Accounts are for single person Users only.
8.11 You will not Default or No Show on 3 or more Sessions within any 12-month period.
8.12 You agree that you will not upload or otherwise provide User Content to Company or the Service which contains or reflects advertising, marketing or promotion of any commercial activity without the express written consent in advance of Company.
8.13 You will take no action to solicit or encourage any person to terminate his or her relationship with Company or Service or assist any other person or entity to do so.
8.14 You agree not to conduct Yourself in any manner which is abusive or offensive to Company, Gamelancers, other Users or third parties. Abusive or Offensive shall be determined within the sole discretion of Company.
9. OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY
9.1 Company Intellectual Property
It is understood and agreed that while you maintain a User Account and thereafter you may come into possession of information which is subject to protection and/or non-disclosure as the intellectual property of Company, including, but not limited to, the System, Session Booking and Coin and Reward methodology (“Intellectual Property”). You acknowledge that all right and title to any such Intellectual Property and agree that all such Intellectual Property shall remain the sole property of Company and that you have no right, title or interest therein. You further agree not to provide access to the Intellectual Property or the Services to any third party. You agree yourself and not to assist any third party in any way to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the Intellectual Property or Services. Any and all right or title to any engineering, coding, programming or customer service work around or other modification of the Intellectual Property or Service shall also remain the sole property of Company. Nothing herein, including any license shall permit the use of any Intellectual Property by You or any other person absent the express written consent of the Company or as may be otherwise expressly provided herein.
9.2 Confidential Information
While You maintain a User Account, You may have access to certain information and materials relating to the Company business, customers, software technology and marketing strategies which Company treats as confidential (hereinafter “Confidential Information”). You agree to at all times during the term of this agreement and otherwise to: (i) hold in confidence, and not disclose or reveal to any person or entity, any “Confidential Information” without the express prior written consent of Company; and (ii) not use or disclose any of the “Confidential Information” for any purpose at any time, other than pursuant to your rights hereunder, and then, only for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination your User Account respect to Confidential Information, which does not rise to the level of a trade secret.
10. SUSPENSION AND TERMINATION
This agreement shall remain in effect from your acceptance of these terms until terminated as provided herein (“Term”).
At the sole option of Company for any reason set forth herein or in the event that You breach any term of this Agreement including but not limited to Sections 2-5 (inclusive), 8-9 (inclusive) Company may suspend Your account by deactivating any access by You to your Account or any information contained on the Company servers related to Your Account while maintaining the information and data related to Your Account upon the Company servers. In the event of any such suspension you will be notified and given an opportunity to correct the reason for Your suspension. In the event that the reason for Your suspension is not corrected within ten (10) days, Your Account may be terminated under paragraph 10.3 below. Coins may not be used or converted to Rewards during any period of suspension. Dormant Accounts are subject to suspension and eventual termination. Suspended Accounts subject to cancellation or re-assignment of User Account names in the sole discretion of Company.
This agreement and all of its terms shall remain in full force and effect until it is terminated. Termination shall include, at the sole option of Company, the cancellation of your User Name and Account, the removal of any and all of your User Content and other information pertaining to You from the Company servers. Such information or data may or may not be made available to You by Company after any such termination. There will be no credit or refund for Coins or Rewards in your Account at the time of any Termination. Company may discontinue any or all Gamelancer Services at any time, with or without notice. Termination shall not affect any rights Company may have recover from you losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or other costs of any kind as may be applicable under these Terms or otherwise under California Law.
Any notice required under this agreement may be given by Company to you via email at the address provided by you to Company at User registration or as Company may be subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do by Contacting Us.
Any notice by you to Company shall be made by email to firstname.lastname@example.org and is considered effective upon acknowledgment of receipt. Alternatively, you may provide notice to us via postal mail at 1115 Larabee Street, Unit 302, West Hollywood, CA 90069.
Sections 1, 3 - 5, 7 - 11, and 13 - 21 (all inclusive), of this Agreement shall survive the termination of this Agreement and shall remain in full force and effect after any such termination.
13. WARRANTEES AND LIMITATIONS
13.1 Company makes every reasonable effort to maintain operation of the Service. However, because many events and circumstances are beyond the control of Company, Company does not in any way warrant or otherwise guarantee the availability of the Service and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of Company.
13.2 THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
13.3 In general, Company has no control over information contained on the Internet. Information obtained by you from the Internet or from third parties such as game publishers or gaming platforms may be protected by intellectual property rights of third parties or may be inaccurate, offensive or in some cases even illegal. Company accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the legality, truth and accuracy and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. Company provides no warrantee for any goods or services which you obtain over the Internet nor the compatibility of any such services with the Service.
13.4 You expressly waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.
13.5 THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF COIN PURCHASES MADE BY YOU IN THE THIRTY (30) IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH BREACH, ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES.
14.1 You agree to fully defend, indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement by you or your affiliates or your negligence or intentional conduct whether active or passive or any negligence of Company in any way related to your use of the Service or any portion thereof. Choice of counsel remains exclusively that of Company. No claim shall be settled without the express consent of Company, which shall not be unreasonably withheld.
14.2 You agree to fully defend and indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the Service or any portion thereof. Choice of counsel remains exclusively that of Company. No claim shall be settled without the express consent of Company, which shall not be unreasonably withheld.
14.3 You agree that upon the creation of your User Account, you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of Coins, Rewards, User Content or any other data as the result of any access to your account via the use of your User ID. You further agree to defend and indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential User ID and Password information. Choice of counsel remains exclusively that of Company. No claim shall be settled without the express consent of Company, which shall not be unreasonably withheld.
15. FORCE MAJEURE
Either party to these Terms shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, pandemic, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
This agreement and the rights hereunder are not assignable or transferable except that Company may assign its rights hereunder to any person or entity who shall become a principal owner, or shareholder of Company. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
18. CHOICE OF LAW
This Agreement shall be interpreted under the laws of the State of California without regard to any conflict of laws provisions. Any action between the parties arising out of or relating to this Agreement shall be venued in the State or Federal Courts situated within the City and County of Los Angeles, California. The parties to this agreement hereby consent to jurisdiction in that court and agree to accept service by postal mail at the address provided upon registration or as updated thereafter, and hereby waive any defense of any kind related to jurisdiction or venue.
19. NO AGENCY
Notwithstanding any other provision of this agreement, Company is not your agent, partner or joint venturer in any respect.
Company may without advance notice amend this Agreement or the Policies from time to time, and will do so by posting the new Agreements or Policies on the Service in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.
21. REQUIRED NOTICES
Copyright Infringement Claims
Any notice concerning any claim of copyright infringement including any notice under the Digital Millennium Copyright Act (DMCA) should be addressed to our DMCA Agent as follows:InternetLitigators ®
DMCA AGENT / COPYRIGHT NOTICE
10990 Wilshire Blvd., Suite 1025
Los Angeles, CA 90024
Pursuant to the terms of The Electronic Commerce Act of 1984 please be advised that as may be applicable to you under California Law if you are unsatisfied with the manner in which a complaint that you may have regarding the Company service you may contact the complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1020 N. Street, #501, Sacramento, CA 95814 or by telephone at 1-916-445-1254.