Kwaai Software Terms of Service

Last Updated March 31, 2014

Kwaai Software LLC Terms of Service Agreement

Terms of Service Agreement
This Terms of Service ("Terms") is a legally binding agreement between Kwaai Software LLC ("Kwaai Software" or "Kwaai" or "we" or "us") and you ("you or "your" or "yours" or "yourself"). By accessing and using our games, content, activities and service(s) (the "Service"), you signify that you have read, understand and agree to accept and be bound by the terms and conditions set forth below (the "Terms").

You hereby represent that you have the legal capacity to enter into this Agreement and you are not barred from receiving services offered by Kwaai under the laws of the United States or other applicable jurisdiction. You understand that the services being offered may include certain communications from Kwaai, such as service announcement, administrative messages or other information, and that these communications constitute the services being offered by Kwaai and you may not have the right to opt out of receiving them.

All rights and titles in and to Kwaai and in any of our published games (including without limitation any user accounts, titles, computer code, themes, objects, characters, character names, stories, dialogue, catch phrases, locations, concepts, artwork, animation, sounds, musical, compositions, audio-visual effects, methods of operation, moral rights, any related documentation, "applets" incorporated into the game(s), transcripts of the chat rooms, character profile information, recordings of game play, and the game(s) client and server software) are owned by Kwaai or have been licensed to Kwaai.

Description of Services
Kwaai Software provides free-to-play, high quality games on multiple platforms. To access our Services, you may be required to download and install certain software. This entails the use of hardware, software and Internet access. By using the Service, you acknowledge that hardware, software and Internet access play a crucial role in your user experience. You agree that Kwaai is not responsible for any hardware, software or Internet access or unavailability issues and you agree to hold us harmless for any such issues. Kwaai does not provide Internet access, and you are responsible for all fees relating to telephone and Internet access charges along with all necessary equipment, servicing, repair or correction incurred in maintaining connectivity to the servers.

Access to the Services
We reserve the right to modify or revise these Terms at any time, and your use of the Service constitutes your agreement to be bound by the current version of the Terms. You are responsible for referring to the Terms from time to time for any revisions to the Terms. If you do not agree to these Terms, please immediately discontinue use of the Service.

If we receive reasonable information indicating that you may be in violation of the Terms, we may provide you with a warning notifying you of the suspected violation(s) and a demand that you immediately cease any actions (or inactions) that may be in violation of the Terms. Further, with or without a prior warning, we reserve the right, in our sole discretion, to immediately suspend or terminate your account(s) and use of the Service. We are not required to notify you prior to terminating or suspending your account(s), but we may do so at our sole discretion.

Kwaai Software reserves the right to deny your use of the Service without notice for any reason including, but not limited to, a violation of the Terms. You agree that Kwaai Software may revise or discontinue any aspect of the Service at any time, for any reason, with or without notice to you, without liability. In this regard, Kwaai Software has the sole authority to delete or revise any element of gameplay, character, characteristic or design element of the game with or without prior notice to you.

You represent that you are 13 years or older. If you are between the ages of 13 and 18, you represent that your legal guardian has reviewed and accepted the Terms on your behalf.

Third Party Content
Clicking a hyperlink may direct you away from the Service. Kwaai does not endorse or control any third-party linked sites, is not responsible for their content and has no association with the owners or operators of such sites. Also, other sites may have different terms of service and different privacy policies. Kwaai therefore strongly recommends that you inform yourself regarding the practices of third party websites.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Kwaai shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

Beta Testing
You may be given the opportunity to Beta test new games and Service features, allowing you early access to unreleased games or new features to exisiting games, and you may be invited to offer input and ideas. Your participation as a Beta tester is subject to the terms and conditions below as well as any additional agreements, such as a personal Non-disclosure agreement.

Closed Beta tests are confidential. The Beta games, including information about features and functionality to be offered as part of the games, are confidential. If you participate in a closed Beta test, you must safeguard and prevent unauthorized access to, copying, disclosure, and unauthorized use of the Beta games.

You will carry out the testing personally and not provide access to Beta games to any other person. You agree that breach of the above confidentiality obligations will cause irreparable harm to Kwaai, and Kwaai is entitled to (in addition to any other remedies available to it) ex parte injunctive relief without bond to prevent the breach or threatened breach of your obligations. Your obligation to keep the Beta games confidential will continue until Kwaai publicly distributes, or has otherwise disclosed to the public through no fault of yours, each of the games and the content that you are testing.

As a Beta tester, you are invited to play Beta games for the sole purpose of evaluating the games and identifying errors. Nothing in this Agreement, shall be construed as granting you any rights or privileges of any kind with respect to the Beta games or content that you find here. The Beta games are provided for testing on an "as is", "as available" basis and we make no warranty to you of any kind, express or implied.

When playing some Beta games, you may accumulate or be given virtual currency, experience points, equipment, or other value or status indicators within the Beta test. This data may be reset at any time during the testing process, and it may be reset when the particular game completes this testing phase. In this case, all player history and data will be erased and each player will return to novice, normal, or "default" status.

Depending on the platform from which our Services are used, Beta games may require you to download and install certain software. This may entail the use of hardware, software and Internet access. By using the Service in any Beta format, closed or otherwise, you acknowledge that hardware, software and Internet access may play a crucial role in your user experience. You agree that Kwaai is not responsible for any hardware or software issues that may be encountered, and you agree to hold us harmless for any such issues.

By playing a Beta game, you agree that:
• Interacting with, testing, or otherwsie playing Beta games is at your own risk and that you understand that the beta game environment may include known or unknown bugs

• Any value or status indicators that you achieve through game play may be erased at any time

• Kwaai has no obligation to make these games available for play without charge for any period of time, nor to make them available at all

• These games may be available only by subscription once the testing process is complete or at any time in the future

• If it is a closed Beta test, you will keep all information (including but not limited to functions, features, graphics, and screenshots) about the Beta games confidential as stated above and not disclose such information to any other person. Beta test accounts are non-transferable under any circumstances

• You may not use any Beta testing account to gather and use critical, personal, or game information that is not your own, except for testing purposes, or any information which will give you an advantage in the final or live version of the game

• If you become aware of information through Beta testing that will give you an advantage over others in a normal game environment, you may not share this information or use it for personal gain

• Any abuse of our Services that orginates from your involvement in Beta testing may result in you being suspended or being banned

Ownership of Intellectual Property
Unless specified, all materials within Kwaai are owned, controlled, or licensed by the developers and operators of Kwaai and are protected by United States copyright law, International copyright laws and treaties, and Ohio state copyright law, from unauthorized use and/or distribution.

You understand and agree that your use of the Service in any manner — including but not limited to any content or materials accessed or posted within the Service or your purchase of any virtual goods available through the Service — shall not result in any ownership or license rights to any element of the Service. The makers of Kwaai Software grant you a personal, non-exclusive, non-transferrable, revocable, limited scope license to use the Service solely for the purpose that it was intended and for no other purpose whatsoever.

You agree not to copy, modify, redistribute, reproduce, display, transmit, post, publish, sell, or exploit material from the Service, except as expressly permitted herein, without the express prior written consent of Kwaai Software. All suggestions, ideas, submissions, and other feedback ("Ideas") submitted or offered to Kwaai Software in connection with the use of the Service shall be the exclusive property of Kwaai Software. You agree that unless otherwise prohibited by law, Kwaai Software may use, sell, and disclose the Ideas in any matter, without restriction and without compensation to you.

User Content
You understand and agree that in the instances when the Service may invite you to chat or participate in message boards and other functionality and/or submit content or Ideas of any sort, you are willingly creating, publishing, displaying, transmitting, posting, or broadcasting content and materials, which includes photographs, images, text, suggestions, comments, personally identifiable information, or material (collectively "User Content"), to Kwaai Software via the Service. You understand and agree that you may not distribute, sell, transfer, or license any User Content in any matter, in any country, on any website or social network, or any other medium without the explicit written permission of Kwaai Software.

Any User Content found or used within the Service is subject, in whole and in part, to an unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual fully-paid and royalty-free right and license to be used by Kwaai Software in our sole discretion. User Content that is used within the Service by you is the sole responsibility of the person from who the User Content originated. Kwaai Software may or may not choose to moderate any User Content and does not guarantee the correctness of any User Content found or used within Kwaai Software.

Kwaai Software has no obligation to accept, display, review, monitor, or maintain any User Content. Kwaai Software will not under any circumstances be liable for any User Content, including, but not limited to, errors in any User Content, or any loss or damage incurred by use of the User Content or any violation of the rights of any third party as a result of the posting of such content within the Service. Kwaai Software reserves the right in its sole discretion to remove and permanently delete any User Content from the Service without notice at any time for any reason.

By using the Service, you agree that you do not rely on Kwaai Software to monitor or edit the Service and that the Service may contain content which you may find offensive, and by use of the Service, you waive any objection you may have to viewing any possibly offensive material.

Virtual Currencies/Goods
The Service may choose to offer a virtual, in-game currency ("Virtual Currency") that may be purchased for real money ("Actual Currency"). The Service may also choose to offer virtual, in-game digital items ("Virtual Goods") that may be purchased from Kwaai Software using either Actual Currency or Virtual Currency. Virtual Currency and Virtual Goods may never be redeemed for Actual Currency, actual goods, or any other item of actual monetary value from Kwaai Software or any other party. Your purchase of Virtual Currency or Virtual Goods only grants you a limited, personal, non-transferrable, revocable license for the use of Virtual Currency and/or Virtual Goods. Any such purchase is final and is not refundable, exchangeable, or transferrable except in the sole discretion of Kwaai Software. All Virtual Goods and Currencies are forfeited in the event that your account is terminated, banned, or suspended for any reason, in Kwaai Software's sole discretion, or in the case that the Service is discontinued for any reason whatsoever.

Virtual Currency and Virtual Goods cannot be transferred or assigned except where explicitly authorized by Kwaai Software. The purchase or sale of Virtual Currency and/or Goods outside of the Service for Actual Currency or any item of actual monetary value is strictly prohibited and can result in the termination of your account.

Kwaai Software reserves the right to manage, regulate, modify, control, and/or remove any Virtual Currency or Virtual Good in its sole discretion. Kwaai Software will not be liable to you or anyone for the exercise of such rights.

No Commercial Reuse of Kwaai Software Service
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Service (including content found within the Service, advertisements, software, your user name identification and passwords).

Kwaai Software's Proprietary Rights
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized in writing by Kwaai Software or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Service, the content or the Software, in whole or in part.

Kwaai Software grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree that you will not modify the Software in any manner or form whatsoever, nor use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Kwaai Software and any platform used by Kwaai for use in accessing the Service.

Rules of Conduct/Your Usage
You understand and agree that your use and access to the Service serves as an acceptance to the Rules of Conduct/Your Usage laid out in these Terms.

You agree that your use of and conduct on the Service shall be lawful and your User Content will not:

• Include User Content that is offensive, obscene, indecent, pornographic, illegal, vulgar, sexual, or objectionable in regards to race, ethnicity, national origin, gender, religion, sexual orientation, or handicap/disability

• Include profanity or any obscene, indecent, pornographic, sexual, or otherwise objectionable language

• Disparage, defame, libel, ridicule, mock, threaten, harass, stalk, intimidate, or abuse anyone

• Promote or incite violence or describe how to perform a violent act

• Violate the contractual, personal, intellectual property or other rights of any party including distributing, transmitting, uploading, or otherwise making available within the Service any content or information that infringes any patent, trademark, copyright, trade secret, or publicity right

• Attempt to threaten or engage in threatening remarks (including but not limited to threats directed at minors, threats against another individual or their family, and other such remarks which, in our opinion, are outside the scope or context of the game)

• Perform, promote, or encourage any action that constitutes an illegal activity or violates any applicable laws or regulations, including, but not limited to, cracking, hacking, or creating any illegal software

• Reveal any personal information about another person, such as another person's address, password, telephone number, e-mail, address, credit card or banking information, or any other information that can be used to impersonate or harm an individual

• Attempt to obtain passwords or other private information from individuals

• Impersonate another individual

• Make improper requests or complaints, or false reports to Kwaai Software

• Upload or transmit files that contain viruses, Trojan Horses, worms, bots, corrupted files, or any other malicious software or file that would cause harm to the computers of other user's of Kwaai Software

• Develop or distribute, or inform users of "auto" software, "macro" software, "bot" software, or any "cheat" utility or applications

• Exploit, distribute, or inform users of any game bug or error which provides an unfair advantage in gameplay
Kwaai Software games are designed for play only as offered through our Services. You agree not to access, create or provide any other means through which the game may be played by others, such as through server emulators. You agree not to use any hardware or software, including but not limited to third party tools, or any other method of support which may in any way influence or give you an advantage in the use of the Services which is not authorized by Kwaai including but not limited to the use of "bots" and/or any other method by which the Service may be played automatically without human input.

You acknowledge that you do not have the right to create, publish, distribute, create derivative works from or use any software programs, utilities, applications, emulators or tools derived from or created for the games, except that you may use the Software to the extent expressly permitted by this Agreement. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not sell or auction any game accounts, characters, items, coin or copyrighted material, nor may you assist others in doing so.

These rules are not meant to be exhaustive, and we reserve the right to determine what conduct we consider to be in violation of the Rules of Conduct/Your Usage or otherwise outside the spirit of the Services and to take action in our sole discretion, up to and including termination of your account and your exclusion from further participation in the Services.

We reserve the right to modify this Rules of Conduct/Your Usage at any time without notification to you.

Furthermore, Kwaai Software does not control or endorse any information, messages, or any other content that is contained within a user's User Content or any external sites linked within the Service and therefore Kwaai Software is not responsible or liable for this external content.

Account Responsibility
The Service may only be available for use only if the user is a registered member of any platform from which the Service is accessed, such as Facebook, Google Play Store, Amazon Appstore, or any other, from which they access the game. In addition to compliance and agreement to these Terms, you must also be in compliance with the Terms and policies of the platform from which you access the Service.

In creating your account with Facebook, Google Play, or Amazon Appstore, you agree to provide and maintain true, current, and accurate information ("Registration Data") about yourself. Kwaai Software reserves the right to suspend or terminate any account in its sole discretion if Kwaai Software has a reasonable belief that the Registration Data provided is untrue, inaccurate, false or misleading. Kwaai Software also reserves the right to control and/or terminate any account that has been inactive on the Service for 90 consecutive days.

Disputes
Kwaai Software may or may not choose to monitor and manage disputes between you and other user(s) of the Service. By using the Service, you agree to release and to indemnify Kwaai Software from any and all damages (actual or consequential), claims, and demands of every kind and nature, arising out of or in any way connected to a dispute between you and any other user of the Service.

Interruption of Service
(a) Kwaai reserves the right to interrupt the Services from time to time on a regularly scheduled basis or otherwise with or without prior notice in order to perform maintenance. You agree that Kwaai will not be liable for any interruption of the Services, delay or failure to perform resulting from any causes whatsoever.

(b) You acknowledge that the Services may be interrupted for reasons beyond the control of Kwaai, and Kwaai cannot guarantee that you will be able to access the Services or your Account whenever you may wish to do so. Kwaai shall not be liable for any interruption of the Services, delay or failure to perform resulting from any causes whatsoever.

(c) Kwaai has the right at any time with or without reason to change and/or eliminate any aspect(s) of the Services as it sees fit in its sole discretion.

(d) Kwaai is not be obligated to refund all or any portion of any account fee (if any), by reason of any interruption of the Services by reason of any of the circumstances described in paragraph (a), (b), or (c).

Indemnification
You agree to indemnify, defend, and hold harmless Kwaai Software and the Kwaai Software's representatives, subsidiaries, affiliates, parent entities, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders, from any claim or demand, including reasonable legal fees, that may be sought by any third party, arising out of your conduct or connection with this web site or Service, your provision of content, your violation of these Terms, or any other violation or alleged violation by you of the rights of another person or party.

Disclaimers of Warranty
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED TO YOU "AS IS", AND KWAAI SOFTWARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KWAAI SOFTWARE MAKES NO WARRANTY, EITHER IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OR OF ANY QUALITY, NOR IS IT WARRANTED EITHER IMPLICITLY OR EXPRESSLY THAT ANY CONTENT IS SAFE IN ANY MANNER FOR USE. YOU UNDERSTAND AND AGREE THAT USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK, AND THAT KWAAI SOFTWARE WILL NOT BE HELD LIABLE IN ANY WAY.

Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT KWAAI SOFTWARE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF KWAAI SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM
(I) THE USE OF SERVICE OR THE INABILITY TO USE SERVICE, (II) THE COST OF OBTAINING SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH SERVICES, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS BY ANY THIRD PARTY OR CONDUCT OF ANY THIRD PARTY USING THE SERVICE, OR (V) ANY OTHER MATTER RELATING TO SERVICE.

UNDER NO CIRCUMSTANCES WILL KWAAI SOFTWARE OR ANY PARTIES RELATED TO KWAAI SOFTWARE BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID KWAAI SOFTWARE IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM TO KWAAI SOFTWARE.

Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages and, therefore, such limitations above may not apply to you; the other terms and conditions remain enforceable notwithstanding.

Governing Law - Venue
By visiting or using the Service, you agree that the laws of the United States and, specifically, the law of the State of Ohio, without regard to principles of conflict of laws and regardless of your physical location, will govern these Terms of Service and your use of the Service and any dispute of any sort that might arise between you and Kwaai Software. Further, by using the Service you agree and consent that this Agreement is entered into and shall be performed in the County of Hamilton, State of Ohio, U.S.A., and that proper venue for any action shall exclusively be the courts located in the County of Hamilton, State of Ohio, U.S.A.

Statute of Limitations
You and Kwaai Software both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, Terms, or Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred. The Services are operated and provided by Kwaai Software LLC, Cincinnati OH, USA 45140.

If you have any questions about these Terms, please contact Kwaai at Kwaai Software Community Support Desk

� Kwaai Software LLC 2013, All Rights Reserved.
June 5, 2013