A. GENERAL
1.These Terms of Use and Service (the "Terms") form a legally binding agreement between you, acting either individually or on behalf of an entity ("you" or "User"), and us, Soft Game Studios, (the developer and publisher of our mobile application available for download via the Google Play Store) ("we", "us", or "our"), governing your access to and use of our mobile application and any related, linked, or otherwise connected services, features, content, and online services (collectively, the "App"). By accessing or using the App, you confirm that you have read and understood these Terms and that you agree to be bound by them and by our Privacy Policy (“Privacy Policy”). If you do not agree to these Terms and/or the Privacy Policy, you are expressly prohibited from using the App and must stop using it immediately. The App is void where its use is prohibited.
B. CHANGES TO TERMS
2.We reserve the right, in our sole discretion, to amend, modify, or otherwise update these Terms at any time and for any reason, including by issuing amendments or supplements to these Terms and to any related provisions (e.g., the Privacy Policy). We will post any amendments to these Terms and may also notify you through other channels (e.g., in-app notices, pop-ups, newsletters). The most recent update date is shown at the top of this document. Any such changes will apply only on a going-forward basis and will govern the future relationship with you. If you continue to use the App after revised Terms are posted, you thereby accept the revised Terms. If you do not wish to be bound by the changes, you must stop using the App. If you do not accept the revised Terms, either party may be entitled to terminate the agreement pursuant to these Terms. You waive any right to receive specific notice of each change, and you are responsible for reviewing these Terms periodically to remain informed about updates.
C. AGE RESTRICTION
3.You represent that you are at least 16 years of age. If you are 16 or older but under 18, you may download and use the App only if your parent(s) or legal guardian(s) have reviewed these Terms and permitted you to download and use the App in accordance with these Terms. We may request adequate evidence of your identity and age, as well as parent or guardian consent, at any time.
D. END USER LICENSE AGREEMENT
4.Subject to these Terms, we grant you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license and limited right to: (a) install and use the App on wireless electronic devices that you own or control; and (b) access and use the App, including any copyrighted or otherwise legally protected materials made available as part of the App, strictly in accordance with these Terms and solely for your personal, non-commercial, entertainment use.
5.Consistent with these Terms, we may make certain online services available as part of the App.
6.The rights granted to you under these Terms are subject to the restrictions set out below. You may not, and may not allow any third party to:
•license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the App;
•modify, translate, adapt, merge, create derivative works from, disassemble, decompile, reverse compile, reverse engineer, attempt to derive the source code of, or decrypt the App or any part of the App, except to the extent such limitations are expressly prohibited by applicable law;
•access or use the App to build a similar or competing service or application, or to develop any product, service, or software that competes with or substitutes for the App;
•copy, reproduce, distribute, republish, download, display, post, publicly display, encode, aggregate, upload, transmit, or otherwise disseminate any portion of the App, Content, or Marks (as defined below) in any form or by any means, except as expressly stated herein;
•remove, alter, obscure, or destroy any copyright notices or other proprietary markings contained on or in the App, Content, or Marks;
•make the App available over a network or other environment that permits access or use by multiple devices or users at the same time;
•use the App for any revenue generating endeavor, commercial enterprise, or any other purpose for which it is not designed or intended;
•use the App to send automated queries to any website or to send any unsolicited commercial email; or
•use any proprietary information, interfaces, or our intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.
7.Any future release, update, patch, or other addition to the functionality of the App will be governed by these Terms unless different terms are provided for that addition. All copyright and other proprietary notices on App content must be retained on any copies.
E. INTELLECTUAL PROPERTY RIGHTS
Ownership and Reservation of Rights
8.The App, including any copyrighted or otherwise legally protected materials made available as part of the App, are provided to you under license and are not sold. We (and, where applicable, our licensors) retain all rights, title, and interest in and to the App, including, without limitation, all intellectual property rights in: the App, titles, source code, databases, functionality, software, services, themes, designs, objects, characters, character names, stories, dialogue, catchphrases, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, method of operation, documentation, account and character profile information, virtual currency, virtual items, and any materials created by us and/or received or made available through your use of the App, together with all related intellectual property rights.
Content and Marks
9.Unless otherwise specified, the App is our proprietary property. All source code, databases, functionality, software, designs, audio, video, text, photographs, graphics, and other materials available on the App (collectively, the "Content"), as well as the trademarks, service marks, and logos contained in the App (the "Marks"), are owned or controlled by us or licensed to us, and are protected by United States copyright, trademark, and unfair competition laws, international copyright laws, international conventions, and other applicable intellectual property laws.
Limited Permission for Personal Use
10.The Content and Marks are made available on an "AS IS" basis solely for your information and personal use. Except to the extent expressly permitted under these Terms, no portion of the App and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, sublicensed, or otherwise exploited for any commercial purpose, without our express prior written permission. If you are eligible to use the App, you are granted a limited license to access and use the App and to download or print a copy of any portion of the Content that you have properly accessed, solely for your personal, non-commercial use. All rights not expressly granted to you are reserved by us.
All copyright and other proprietary notices must be retained on any reproductions.
F. SUBMISSIONS
11.You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information you provide to us regarding the App ("Submissions") are non-confidential and will become our exclusive property. We will own all exclusive rights in such Submissions, including all intellectual property rights, and may use and disseminate these Submissions without restriction for any lawful purpose, whether commercial or otherwise, without providing acknowledgment or compensation to you. You hereby waive all moral rights in any such Submissions, and you represent and warrant that such Submissions are original to you or that you otherwise have the right to submit them. You agree that there will be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
G. USER REPRESENTATIONS
12.By using the App, you represent and warrant that:
•you have the legal capacity and agree to comply with these Terms;
•you are not located in a country that is subject to a U.S. Government embargo or in a country designated by the U.S. Government as a "terrorist supporting" country;
•you are not on any U.S. Government list of prohibited or restricted parties;
•you are solely responsible for complying with all applicable laws, including without limitation export and import regulations;
•you will not access the App by automated or non-human means, whether through a bot, script, automated system, spider, robot, scraper, cheat utility, offline reader, or otherwise;
•you will not use the App for any unlawful or unauthorized purpose; and
•your use of the App will not violate any applicable law or regulation.
•If you provide any information that is untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your access to the App and to refuse any current or future use of the App (or any part of it).
•You will not use the App in any manner that is inconsistent with applicable laws or regulations;
13.You may access and use the App only for the purposes for which we make them available. The App may not be used in connection with any commercial activities unless we have specifically endorsed or approved such activities in writing.
H. THIRD-PARTY ADVERTISEMENTS, WEBSITES, AND CONTENT; LINKS TO THIRD PARTIES
14.The App may display advertisements and/or include (or may direct you through the App to) links to third-party websites and resources ("Third-Party Websites"), as well as articles, photographs, text, graphics, images, designs, music, sound, video, information, applications, software, advertisements, and other content or items that originate from or are owned by third parties ("Third-Party Content") and third-party services (including advertisers) ("Third-Party Advertisers") (together, "Third-Party Services").
15.Please review our Privacy Policy, which describes what information we may share with advertisers. We do not investigate, monitor, or verify Third-Party Websites or Third-Party Content for accuracy, appropriateness, or completeness. We are not responsible for the availability of any Third-Party Websites or resources, and we do not accept responsibility or liability for any Third-Party Website, Third-Party Content, advertising, goods, or services provided by third parties, including with respect to their content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies.
I. MODIFICATIONS AND AVAILABILITY
16.We may, in our sole discretion and at any time and for any reason, change, modify, or remove the contents of the App without notice. We are under no obligation to update any information on our App. We also reserve the right to modify, suspend, or discontinue the App, in whole or in part, at any time without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance.
17.We do not guarantee that the App will be available at all times. Hardware, software, or other issues, or the need for maintenance, may arise and can cause interruptions, delays, or errors. You agree that we will have no liability for any loss, damage, or inconvenience resulting from your inability to access or use the App during any downtime or discontinuance. Nothing in these Terms will be interpreted as obligating us to maintain or support the App or to provide any corrections, updates, or releases.
J. DISCLAIMER OF WARRANTY
18.The App and all information, software, content, and services offered through the App are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from a course of dealing, course of performance, or usage of trade. We do not warrant that defects will be corrected, or that the App will be free of viruses or other harmful components.
19.We do not warrant that you will be able to access or use the App at the times and in the locations you choose, that the App will be uninterrupted or error-free, that defects will be corrected, or that the App will be free of viruses or other harmful components.
20.We make no warranties or representations as to the accuracy or completeness of the App's content or the content of any websites linked to the App, and we assume no liability or responsibility for: (1) any errors, mistakes, or inaccuracies in content and materials; (2) any personal injury or property damage of any kind arising from your access to and use of the App; (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; (4) any interruption or cessation of transmissions to or from the App; (5) any bugs, viruses, Trojan horses, or similar items that may be transmitted to or through the App by any third party; and/or (6) any errors or omissions in any content and materials, or any loss or damage of any kind incurred as a result of using any content posted, transmitted, or otherwise made available via the App.
21.We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the App, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to, nor responsible in any way for monitoring, any transaction between you and any third-party providers of products or services.
22.In no event shall we be liable for any errors or omissions in information, software, or services that are referenced in, or linked to from, the App.
Some jurisdictions do not allow the exclusion of implied warranties or provide special conditions; as a result, the above exclusions may not apply to you.
K. LIMITATION OF LIABILITY
23.Your access to, and use of, the App are at your sole discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device, or any loss of data, resulting therefrom.
24.Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever, and regardless of the form of action (including in contract, tort, or otherwise), arising from or relating to these Terms, our privacy practices, the App, will at all times be limited to USD 10.
25.Certain U.S. state laws and international laws do not permit limitations on implied warranties or the exclusion or limitation of certain damages. If such laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages or provide other special regulations, so the above limitation or exclusion may not apply to you, and you may also have other legal rights that differ by jurisdiction.
L. INDEMNIFICATION
26.You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and each of our respective officers, directors, employees, agents, partners, suppliers, and licensors, from and against any loss, damage, liability, claim, demand, suit, cost, or expense (including reasonable attorneys’ fees and expenses) asserted by any third party that arises out of or relates to: your use of the App; your breach or violation of these Terms; any breach by you of your representations and warranties set forth in these Terms; your violation of the rights of a third party, including but not limited to intellectual property rights, privacy rights, or publicity rights; or any overt harmful act toward any other user of the App with whom you connected via the App.
27.We reserve the right, at your expense, to assume exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. You agree that you will not settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding once we become aware of it.
M. TERMINATION
28.These Terms will remain in full force and effect for as long as you use the App and will continue for an indefinite term.
29.Either party may terminate these Terms at any time with immediate effect. You may terminate by deleting the App from your device and discontinuing use of the App.
30.Without limiting any other provision of these Terms, we reserve the right, in our sole discretion and without notice or liability, to deny any person access to and use of the App for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may, at any time and without warning, in our sole discretion, terminate or suspend your use of or participation in the App.
N. ENTIRE AGREEMENT
31.These Terms, together with any policies or operating rules we post on the App or in respect of the App, constitute the entire agreement and understanding between you and us regarding the subject matter hereof and supersede and merge all prior and contemporaneous discussions and agreements between the parties on that subject matter, including any prior End-User License Agreements, Terms of Service/Use, or Privacy Policy.
O. MISCELLANEOUS
32.These Terms apply to the fullest extent permitted by law. We may assign any or all of our rights and obligations to others at any time. We will not be responsible or liable for any loss, damage, delay, or failure to act due to causes beyond our reasonable control. Nothing in these Terms or your use of the App creates any joint venture, partnership, employment, or agency relationship between you and us. You agree that these Terms will not be construed against us merely because we drafted them. You waive any and all defenses you may have based on the electronic form of these Terms and the absence of signatures by the parties to execute these Terms.
33.Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision, and no waiver will be deemed a further or continuing waiver of such term or any other term.
34.If any provision of these Terms is held, for any reason, to be invalid, unlawful, void, or unenforceable, the remaining provisions will remain in full force and effect. Any invalid or unenforceable provision will be deemed modified to the extent necessary so that it is valid and enforceable to the maximum extent permitted by law, and any provision (or portion of a provision) determined to be unlawful, void, or unenforceable will be treated as severable and will not affect the validity or enforceability of the remaining provisions.
P. FORCE MAJEURE
35.Notwithstanding anything else in these Terms, we will not be liable for any delay in or failure to comply with these Terms where the delay or failure is caused by circumstances beyond our reasonable control, including without limitation fire, flood, act of God, strikes, lockouts, stoppage of work, trade disputes, or any act of war or terrorism.
Q. GOVERNING LAW & JURISDICTION
36.These Terms, your access to and use of the App, and any dispute arising out of or in connection with the App, or these Terms will be governed by and construed in accordance with the laws in force in the State of Israel applicable to agreements made and to be entirely performed within the State of Israel, without regard to conflict of law principles.
37.Any legal action of whatever nature brought by either you or us (collectively, the "Parties") must be commenced and prosecuted exclusively in the courts located in Tel-Aviv, Israel, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such courts.
R. CONTACT INFORMATION
If you have any questions, concerns, or requests regarding these Terms, please contact us at softgametech24@gmail.com.