Terms of Service
Last updated on: October 01, 2019
These Terms of Service (“Terms of Service”), together with the Services License Agreement (“License Agreement”) that you signed or to which you otherwise consented, govern the relationship between (i) you (“you” and “your”) and (ii) C0ntact Inc., a Delaware corporation, with offices located at 1100 Highland Ave., Manhattan Beach, CA 90266 (“we”, “us”, “our” or “C0NTACT”) regarding your use of C0NTACT’s services for the creation, distribution, sales, and trading of digital assets (such services, as it may be later expanded or modified, are the “Service” or “Services”). By signing up for an Account (as defined in Section 1) or by using any Services, you are agreeing to be bound by these Terms of Service. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at C0NTACT reserves the right to update and change the Terms of Service by posting updates and changes to the C0NTACT website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you and if you do not accept such amendments, you must cease using the Services.
Please read carefully these Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements.
1. Account Terms
To access and use the Services, you must register for an account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. C0NTACT may reject your application for an Account, or cancel an existing Account, for any or no reason, in our sole discretion.
You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. You confirm that you are receiving Services for the purposes of carrying on a business activity and not for any personal, household or family purpose. You acknowledge that C0NTACT will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.
You are responsible for keeping your password secure. C0NTACT cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, trademarks, logos, Game Assets (as defined below), artworks and other objects of intellectual property (either registered or unregistered), information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”). “Game Assets” means skins, utility items, consumables and other items used in electronic game play.
A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of C0NTACT may result in an immediate termination of your Account.
2. Account Activation
2.1 Store Owner
Except to the extent that you are signing up for the Service on behalf of your employer, the person signing up for the Services by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service.
If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your Store can only be associated with one Store Owner. A Store Owner may have multiple Stores. “Store” means any online store that is enabled through the Services and through which Game Assets are offered for sale or resale.
2.2 Staff Accounts
You can create one or more staff accounts (“Staff Accounts”) allowing other people to access your Account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information.
The Store Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Store Owner’s own acts, omissions or defaults. The Store Owner and the users under Staff Accounts are each referred to as a “User”.
3. General Conditions
The Terms of Service shall be governed by and interpreted in accordance with the laws of the state of California, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
You may not use the Services for any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the state of California. You will comply with all applicable laws, rules and regulations in your use of the Services and your performance of obligations under the Terms of Service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by C0NTACT. You also shall not (i) create Internet "links" to the Service; (ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the underlying technology of the Service, or otherwise access the Service in order to (a) build a competitive product or service, (b) build a product or services using similar ideas, features, functions or graphics of the Service or underlying technology, or (c) copy any ideas, features, functions or graphics of the Service or underlying technology; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) use the Service to store or transmit malicious code; (v) attempt to gain unauthorized access to the Service or its related systems or networks; (vi) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (vii) otherwise use the Service in any manner not authorized by these Terms of Service. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use C0NTACT trademark or other C0NTACT trademarks and/or variations and misspellings thereof.
You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflict between this English version of the Terms of Service and C0NTACT’s Terms of Service available in another language, the most current English version of the Terms of Service at will prevail.
All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. C0NTACT shall be permitted to assign these Terms of Service without notice to you or consent from you. Except in connection with a Change of Control (as defined below), you shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without C0NTACT’s prior written consent, to be given or withheld in C0NTACT’s sole discretion. “Change of Control” means (a) a sale to a third party of all or substantially all of the assets of a party; or (b) the transfer to a third party of fifty percent (50%) or more of the outstanding voting power of such party.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service. The provisions of these Terms of Service that by their nature and meaning must survive the termination or expiration of these Terms of Services, including without limitation the applicable provisions of Sections 3, 5, 7, 9, 10, 11, 13 and 16, will survive the termination or expiration of these Terms of Service.
4. C0NTACT Rights
Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction. We reserve the right to refuse service to anyone for any reason at any time.
We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that Game Assets oﬀered via a Store, or other Materials uploaded or posted to a Store, violate our AUP or these Terms of Service. Verbal or written abuse of any kind (including threats of abuse or retribution) of any C0NTACT customer, C0NTACT employee, member, or officer will result in immediate Account termination.
C0NTACT does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Services, including your Store. We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of a Store Owner.
C0NTACT retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, C0NTACT reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. C0NTACT’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 5. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable eﬀorts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
6. Limitation of Liability; Disclaimers
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, C0NTACT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT C0NTACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL C0NTACT’S MAXIMUM CUMULATIVE LIABILITY TO YOU ARISING OUT OF THESE TERMS OF SERVICE, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE REVENUE, IF ANY, COLLECTED BY C0NTACT IN CONNECTION WITH YOUR ACCOUNT.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, C0NTACT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, VALIDITY OF PATENTS, OR TITLE, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, OR BY OPERATION OF LAW, OR FROM ADVERTISING, BROCHURES, PROMOTIONAL MATERIALS, PROPOSALS, DOCUMENTATION, PACKAGING, OR OTHER DESCRIPTIVE LITERATURE OR COMMUNICATIONS. WITHOUT LIMITING THE PRECEDING SENTENCE, C0NTACT DOES NOT WARRANT THAT: (i) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;(ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (iv) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
8. Waiver and Complete Agreement
The failure of C0NTACT to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and C0NTACT and govern your use of the Services and your Account, superseding any prior agreements between you and C0NTACT (including, but not limited to, any prior versions of the Terms of Service).
9. Intellectual Property and Customer Content
By signing up for an Account or by using any Services, you agree: (a) to allow other users of the Service to view the Materials you post publicly to your Store; (b) to allow C0NTACT to store, and in the case of Materials you post publicly, display, modify, reformat and use your Materials as necessary to deliver the Services; (c) to allow C0NTACT to use and display your name, trademarks and logos for the purpose of promoting the Service and identifying you as our customer; and (d) that C0NTACT can, at any time, review and delete all the Materials submitted to its Service, although C0NTACT is not obligated to do so. You can remove your Store at any time by deleting your Account.
We do not claim any intellectual property rights over the Materials you provide to the C0NTACT Service. Any and all Materials represented on the Services, belong to their respective owners and there are no implied licenses for you to use them, unless otherwise stipulated by the respective owners. The Materials may not be copied or imitated in whole or in part, without the permission of the applicable owner. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by C0NTACT. Thus, C0NTACT accepts no responsibility or liability whatsoever with regard to use or illicit use of these Materials. Furthermore, you agree to indemnify, defend and hold C0NTACT and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your unauthorized or illicit use of these Materials.
You retain responsibility over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations. You represent and warrant to us that you have all rights necessary to upload your Materials for the purpose contemplated by our Service and that such use will not infringe the rights of any third party.
10. Revenue, Fees and Taxes
Store Owner may list their Game Assets for sale using the Services. Third-party purchasers (“Third-Party Purchasers”) shall see these Game Assets available for sale through their use of the Services. If Store Owner successfully executes the sale of any Game Assets to a Third-Party Purchasers, Store Owner shall receive revenue associated with such sales. Store Owner may also receive a portion of the revenue associated with a Third-Party Purchaser’s resale of such Game Assets using the Services.
You will pay the fees applicable to your use of the Services as set forth in the License Agreement, including but not limited to platform fees and payment processing fees relating to the value of sales made through your Store and the resale of any Game Assets by Third-Party Purchasers (collectively “Transaction Fees”). Transaction Fees will be subtracted from the gross sales price at the time the sale transaction is executed. Withdrawal fees (“Withdrawal Fees”) will be charged at the time of withdrawal of funds from your Account and will be subtracted from the gross withdrawal amount.
You must keep valid payment account information on file with us to receive withdrawals and pay any incurred fees (to the extent such fees were not deducted at the time of sale). C0NTACT will deliver withdrawals and charge applicable fees to any valid payment account method that you authorize (“Authorized Account Information”). C0NTACT will continue to deliver withdrawals and charge the Authorized Payment Method for applicable fees until the Services are terminated, and any and all outstanding fees have been paid in full. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
All Transaction Fees and Withdrawal Fees or, if applicable, implementation fees, are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). You are responsible for all applicable Taxes that arise from or as a result of your license to or purchase of C0NTACT’s products and services other than axes due on C0NTACT’s income. To the extent that C0NTACT charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to C0NTACT of your exemption. If you are not charged Taxes by C0NTACT, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to C0NTACT under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by C0NTACT to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. C0NTACT shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
You must maintain accurate and up-to-date legal entity and jurisdiction information for your Account. If you change jurisdictions, you must promptly update your location by sending an email to email@example.com. C0NTACT does not provide refunds.
11. Cancellation and Termination
You may cancel your Account and terminate the Terms of Service at any time by contacting C0NTACT Support and then following the specific instructions indicated to you in C0NTACT’s response. Upon termination of the Services by either party for any reason:
C0NTACT will cease providing you with the Services and you will no longer be able to access your Account; unless otherwise provided in the Terms of Service or License Agreement, you will not be entitled to any refunds of any Fees, pro rata or otherwise; any outstanding balance owed to C0NTACT for your use of the Services through the eﬀective date of such termination will immediately become due and payable in full; and your Store website will be taken offline.
If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
We reserve the right to terminate these Terms of Service, or to discontinue or suspend the Service or your Account, for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
Fraud: Without limiting any other remedies, C0NTACT may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
12. Modifications to the Service and Prices
Prices for using the Services are subject to change upon 30 days’ notice from C0NTACT. Such notice may be provided at any time by posting the changes to the C0NTACT Site (www.c0ntact.io).
C0NTACT reserves the right at any time, and from time to time, to modify the Services (or any part thereof) with or without notice. C0NTACT shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
13. Beta Services
From time to time, C0NTACT may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all users of the Service (“Beta Services”). Beta Services will be subject to these Terms of Service. Beta Services may be subject to additional terms and conditions, which C0NTACT will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered C0NTACT Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without C0NTACT’s prior written consent. C0NTACT makes no representations or warranties that the Beta Services will function. C0NTACT may discontinue the Beta Services at any time in its sole discretion. C0NTACT will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. C0NTACT may change or not release a final or commercial version of a Beta Service in our sole discretion.
C0NTACT welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services (collectively, “Feedback") to C0NTACT be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to C0NTACT, you waive any and all rights in the Feedback and you agree that C0NTACT is free to implement and use the Feedback, if desired, as provided by you or as modified by C0NTACT, without obtaining permission or license from you or from any third party and without compensation to you. Any Feedback that you submit to C0NTACT must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable.
14. DMCA Notice and Takedown Procedure
C0NTACT supports the protection of intellectual property and asks Store Owners and users to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to C0NTACT’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. For more information, see our DMCA Notice and Takedown Procedure.
15. Rights of Third Parties
Save for C0NTACT and its affiliates, users or anyone accessing the Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not aﬀect the rights of any permitted assignee or transferee of these Terms of Service.
16. Privacy & Data Protection
Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, C0NTACT’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
1100 Highland Ave.
Manhattan Beach, CA 90266 USA
Questions about the Terms of Service should be sent to firstname.lastname@example.org.