Bagelcode Terms of Use

Last modified: January 5, 2021

AGREEMENT AND SERVICES

 

PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY. THE TERMS ARE IS A LEGAL AGREEMENT BETWEEN BAGELCODE, INC. (HEREINAFTER, COLLECTIVELY REFERRED TO AS “BAGELCODE,” “WE,” OR “US”) AND YOU (“YOU”).

PLEASE NOTE THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS SET FORTH AT THE END OF THE “DISPUTE RESOLUTION AND BINDING ARBITRATION” SECTION, WITHIN THE SPECIFIED TIME FRAME.

By accessing or using any Bagelcode service, you agree to be legally bound by these Terms and all terms incorporated by reference. If you do not agree to these Terms in their entirety, do not use any Bagelcode services.

Bagelcode, Inc. and/or its Affiliates (including Bagelcode Ltd.) provide access to the Bagelcode Services subject to the conditions set forth in these Terms. For purposes of these Terms, the term "Affiliates" means, with respect to any party, any person or entity which controls, is controlled by, or is under common control with, such party, and the term "Bagelcode Services" or "Services" means the web sites of Bagelcode, including http://www.bagelcode.com, and any other sites on which these Terms are posted, and any other Bagelcode application, service or product licensed, downloaded or otherwise accessed by you through third party sites or sources, including the products and services available through any of the foregoing.

Without limiting the foregoing, each of your Bagelcode Service account(s) (each a "Bagelcode account"), if applicable, and participation in any Bagelcode Service are governed by these Terms. Use of the Bagelcode Services is also governed by our Privacy Policy and any other terms of use applicable to services you register to use within a Bagelcode Service, including any amendments or updates thereto. You agree that we may modify these Terms at any time in our sole discretion, and such modification will be made effective upon the date signified above or as otherwise communicated to you. You are responsible for reviewing these modifications. If you do not wish to be bound by the modified Terms, you must cease using any Bagelcode Services. By continuing to access or use Bagelcode Services, you acknowledge and agree that you are bound by any such modifications.

DISCLAIMER

THE BAGELCODE SERVICES ARE STRICTLY FOR AMUSEMENT AND ENTERTAINMENT PURPOSES ONLY. THE SERVICES DO NOT CONSTITUTE ANY FORM OF REAL MONEY GAMBLING OR AN OPPORTUNITY TO WIN REAL MONEY OR PRIZES. YOU AGREE THAT NO ACTUAL MONEY OR ANYTHING OF MONETARY VALUE MAY BE GAINED WITH THE USE OF OUR SERVICES, AND NO ACTUAL MONEY IS REQUIRED TO PLAY. PRACTICE OR SUCCESS AT SOCIAL CASINO GAMING DOES NOT IMPLY FUTURE SUCCESS AT REAL MONEY GAMBLING.

BAGELCODE SERVICES ARE NOT INTENDED FOR DISTRIBUTION TO OR USE BY ANY PERSON OR ENTITY IN ANY JURISDICTION WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO THE LAW OR REGULATIONS OR WHICH WOULD SUBJECT BAGELCODE TO ANY REGISTRATION REQUIREMENT WITHIN SUCH JURISDICTION. YOU MUST COMPLY WITH ALL LAWS AND REGULATIONS OF THE JURISDICTION OR COUNTRY IN WHICH YOU RESIDE AND FROM WHICH YOU ACCESS THE BAGELCODE SERVICES. YOU AGREE YOU ARE SOLELY RESPONSIBLE FOR OBEYING THE LAWS APPLICABLE TO YOU AND TO NOT ACCESS OR USE THE SERVICES WHERE THEY ARE RESTRICTED OR PROHIBITED. BAGELCODE WILL NOT BE HELD LIABLE IF THOSE LAWS RESTRICT OR PROHIBIT YOUR USE OF OUR SERVICES.

ACCOUNT REGISTRATION

If you create a Bagelcode account within any Bagelcode Service, you must provide truthful and accurate information to us in creating such account. If Bagelcode has reasonable grounds to suspect that you have provided any information that is inaccurate, not current or incomplete, Bagelcode may suspend or terminate your ability to use or access a Bagelcode Service, and refuse any and all current or future use of or access to any or all Bagelcode Services (or any portion thereof).

You may use Bagelcode’s Services only if you are 18 years or older, capable of forming a binding contract with us, and not otherwise barred from using the Services under applicable law. By accessing or using the Bagelcode Service, you warrant that you are of legal age, or the age of “majority” where you live, and that you accept full responsibility for the use of the Service. If you are between the ages thirteen (13) and eighteen (18), you may access the Bagelcode Service only under the supervision of a parent or legal guardian who also agrees to be bound by these Terms. Any access to or use of the Service by anyone under the age of thirteen (13) is strictly prohibited. Bagelcode reserves the right to limit the number of accounts a user can establish. This limit may change over time in our sole discretion.

You are solely responsible for all activity on any and all of your Bagelcode account(s) and for the security of your computer system. You should not reveal your username or password to any other person. Bagelcode will not ask you to reveal your password. If you forget your password, you can request to have a new password sent to your registered e-mail address.

NO REQUIREMENT TO PURCHASE

The games that are offered via the Services (collectively, “Games”) are free to play, which means that you do not need to make purchases to experience them. You may claim a certain amount of in-Game currency without charge upon your initial login, and you may claim additional amounts of in-Game currency without charge at recurring intervals when you play the Games. If you exhaust your supply of available in-Game currency, you may wait until additional free in-Game currency is made available to you, or you may elect to purchase additional in-Game currency or watch an advertisement (as available) to receive additional in-Game currency. In-Game currency are “Virtual Items” as defined below, and are licensed to you from Bagelcode for your use on and via the Services, subject to the limitations and other terms set out in greater detail below.

The games that are offered via the Services (collectively, “Games”) are free to play, which means that you do not need to make purchases to experience them. You may claim a certain amount of in-Game currency without charge upon your initial login, and you may claim additional amounts of in-Game currency without charge at recurring intervals when you play the Games. If you exhaust your supply of available in-Game currency, you may wait until additional free in-Game currency is made available to you, or you may elect to purchase additional in-Game currency or watch an advertisement (as available) to receive additional in-Game currency. In-Game currency are “Virtual Items” as defined below, and are licensed to you from Bagelcode for your use on and via the Services, subject to the limitations and other terms set out in greater detail below.

SUBSCRIPTIONS

Bagelcode Service includes subscriptions as part of its Services to enhance player experience. This monthly subscription requires payment of a fee for use of the Early Access Services.

General

When you purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

Subscriptions

If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE BAGELCODE TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month, using the Payment Information you have provided until you cancel your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Bagelcode. Your Subscription continues until cancelled by you, or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

Cancelling a Subscription

You may cancel your auto-renewing Subscription at least 24 hours before the end of your then-current Subscription period. AFTER THAT, YOUR ACCOUNT WILL BE CHARGED FOR RENEWL WITHIN 24 HOURS PRIOR TO THE END OF THEN-CURRENT PERIOD. To cancel or manage your Subscription, you may access your user Account Setting on the Bagelcode Service, or contact Customer Support. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

ELECTRONIC COMMUNICATIONS

When you access a Bagelcode Service, send e-mails or electronically chat with Bagelcode, you are communicating with us electronically, and you consent to receive further communications from us electronically. We will communicate with you by e-mail or by posting notices in the Bagelcode Services. You agree that all agreements, notices, disclosures and other communications that Bagelcode provides to you electronically satisfy any legal requirement that such communications be in writing.

VIRTUAL ITEMS

Certain Bagelcode Services may provide you with the opportunity to license a variety of virtual items such as in-Game currency, virtual goods, add additional content packs ("Virtual Items") that can be used while playing the Bagelcode Services. You may be required to pay a fee to obtain Virtual Items.

You have no property interest in any Virtual Items. Provided you comply with these Terms and the App Store Agreement(s), we grant you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to use any Virtual Item you gain access to, whether purchased or otherwise obtained, solely in connection with your use of the Services.

When Virtual Items are used in the Games, you could "win" and would be awarded additional Virtual Items, or you could "lose" and lose the future use of those Virtual Items. Virtual Items have no monetary value, and may not be sold, transferred, traded, cashed out, redeemed, or in any other way exchanged for real money or for any real goods or services.

Bagelcode has no liability for hacking or loss of your Virtual Items. Bagelcode has no obligation to, and will not, reimburse you for any Virtual Items lost due to your violation of these Terms. Bagelcode reserves the right, without prior notification, to limit the quantity of any Virtual Items you may possess or purchase, and/or to refuse to provide you with any Virtual Items. Price and availability of Virtual Items are subject to change without notice.

SOCIAL NETWORK SITES

If you access a Bagelcode Service via a third party social networking site (the Bagelcode Service referred to here as a "Social Game"), you should be aware that Social Games are only available to individuals who have registered with the social networking site through which s/he accesses Social Games. You agree that your social network account information is accurate, current and complete, and you hereby authorize and permit Bagelcode to use and store any login information or content you have associated with the social networking site in accordance with our privacy policy. You agree that your access to such Social Game is governed solely by, and that you are bound by, the agreement between you and the operator of the social networking site. If you choose to import information or content, you are responsible for ensuring that such action complies with the applicable terms of service and/or community guidelines between you and the operator of the social networking site, as applicable.

If Bagelcode has reasonable grounds to suspect that you have provided any information that is inaccurate, not current or incomplete, Bagelcode may suspend or terminate your ability to use or access the Services and refuse any and all current or future use of or access to the Services (or any portion thereof).

REVIEWS, COMMUNICATIONS AND SUBMISSIONS

Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.”

Generally

Inappropriate, obscene, defamatory, offensive language, crude or explicit sexual content, discussions of any matters which are explicitly or by inference illegal in any way, discussions of illegal or any other drugs, and racially and ethnically offensive speech are examples of unsuitable User Content that are not permitted within the Bagelcode Services. User Content standards may vary depending on where you are within a Bagelcode Service, and the expectations of the relevant Game community. Some Game play may involve use of stronger language than others, including mild expletives. You should always use your best and most respectful and conservative judgment when interacting with our Services and submitting any User Content.

We expressly reserve the right, but have no obligation, to: (a) monitor any communications within the Bagelcode Services, including, without limitation, to ensure that appropriate standards of online conduct are being observed, and (b) immediately or at any time remove any User Content that we deem objectionable or unsuitable in our sole discretion. Bagelcode does not endorse, approve, or prescreen any User Content that you or other users post or communicate on or through any Bagelcode Services. Bagelcode does not assume any responsibility or liability for any User Content that is generated, posted or communicated by any user on or through the Bagelcode Services.

Without limiting the generality of these policies and standards, the following actions are examples of behavior that violate these Terms and may result in any or all of your Bagelcode account(s) being immediately suspended or terminated:

Public Nature of Communications

You acknowledge and agree that your submitted User Content, including your reviews and your communications with other users via online messaging, private messaging, forums or bulletin boards, and any other similar types of communications and submissions on or through any Bagelcode Service, are non-confidential, public communications, and you have no expectation of privacy concerning your use of or participation in any Bagelcode Services (other than with respect to the information you provide to us in establishing your Bagelcode account(s), if applicable). You acknowledge that personal information that you communicate publicly within any Bagelcode Service may be seen and used by others and may result in unsolicited communications. Bagelcode is not liable for any information that you choose to submit or communicate to other users on or through any Bagelcode Services, or for the actions of any other users of any Bagelcode Service with respect to personal information uploaded to the Bagelcode Services.

Your User Content

You represent and warrant that you have all necessary rights in and to any User Content that you post within any Bagelcode Service, that such User Content does not infringe any proprietary or other rights of third parties, and that all such User Content is accurate and will not cause injury to any person or entity. If any such User Content incorporates the name, voice, likeness and/or image of any individual, you represent and warrant that you have the right to grant Bagelcode permission to use any such name, voice, likeness and/or image of such individual appearing in the User Content you post throughout the world in perpetuity. Once you post or communicate any User Content on or through a Bagelcode Service, you expressly grant Bagelcode the complete, worldwide, fully sublicensable and irrevocable right to quote, re-post, use, reproduce, modify (for formatting purposes), adapt, publish, translate, display, distribute, transmit, and broadcast such User Content, including without limitation the name you submit in connection with such User Content, in any form, with or without attribution to you, and without any notice or compensation to you of any kind. We reserve the right to immediately remove any User Content that, in our sole discretion, we determine to be in violation of the rights of any third party.

Removal of User Content

You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Customer Reviews and Feedback

You may submit reviews of certain Bagelcode Services. Use of the reviews feature is for your personal, non-commercial use and is at your own option and risk, and you must comply with the policies set forth in these Terms.

When you post a review, we will display your rating of the Bagelcode Service, along with your user name and certain other information you may provide, such as your city and state location, skill level, favorite game and favorite genres. By submitting a review, you are consenting to the release of all information that you provide in that review to a public forum. If you do not want any such information to be shared in a public forum, do not use the review feature.

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

BAGELCODE SOFTWARE

We may require that you download certain software from Bagelcode, its principals or its licensors onto your computer ("Bagelcode Software"). Subject to your compliance with these Terms, Bagelcode grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to download and install the Bagelcode Software on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the Bagelcode Software solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Bagelcode Software; (ii) distribute, transfer, sublicense, lease, lend or rent the Bagelcode Software to any third party; (iii) reverse engineer, decompile or disassemble the Bagelcode Software (unless applicable law permits, despite this limitation); or (iv) make the functionality of the Bagelcode Software available to multiple users through any means.

Bagelcode retains all of its rights, title to, and ownership of all Intellectual Property Rights relating or applying to the Bagelcode Software and Services. All other trademarks not owned by Bagelcode that appear on the Bagelcode Services are the property of their respective owners, who may or may not be affiliated with or connected to Bagelcode.

NEITHER BAGELCODE, INC. NOR ITS LICENSORS IS LIABLE FOR ANY DAMAGES IN CONNECTION WITH YOUR USE OF ANY BAGELCODE SOFTWARE (INCLUDING LIABILITY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGE TO YOUR COMPUTER HARDWARE OR SOFTWARE), AND THE ENTIRE RISK OF USE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO YOUR COMPUTER HARDWARE OR SOFTWARE, RESULTING FROM ANY USE OF THE BAGELCODE SOFTWARE, RESIDES WITH YOU.

ADDITIONAL INFORMATION: APPLE APP STORE

This Section applies to any Bagelcode Software that you acquire from the Apple App Store or use on an iOS device (“App”). Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party's intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

THIRD PARTY LINKS and THIRD PARTY CONTENT AND SERVICES

Any and all software, content and services (including advertising) within a Bagelcode Service that are not owned by Bagelcode are "third party content and services." Bagelcode acts merely as an intermediary service provider of, and accepts no responsibility or liability for, third party content and services. In addition and without limiting the generality of the foregoing, certain Bagelcode Services may include links to sites operated by third parties, including advertisers and other content providers. Those sites may collect data or solicit personal information from you. Bagelcode does not control such sites, and is not responsible for their content, policies, or collection, use or disclosure of any information those sites may collect.

VIOLATION OF THESE TERMS

If you violate our Terms, Bagelcode reserves the right, in its sole discretion, to immediately terminate your participation in any or all Bagelcode Services, including any and all Bagelcode accounts you have established. You acknowledge that Bagelcode is not required to notify you prior to terminating any such account.

TERMINATION OF ANY BAGELCODE ACCOUNT

Bagelcode and you each have the right to terminate or cancel any of your Bagelcode account(s), if applicable, at any time for any reason, including for a breach of these Terms by you. Subject to applicable law, Bagelcode may manage, regulate, control, modify or eliminate your Virtual Items in its sole discretion in order to provide the Services, and Bagelcode will have no liability to you or anyone for exercising those rights.

As permitted under applicable law, Bagelcode reserves the right to collect fees, surcharges or costs incurred before you cancel your Bagelcode account(s) or a particular subscription. In the event that your Bagelcode account or a particular subscription is terminated or cancelled, no refund will be granted, no online time or other credits (e.g., points in an online game) will be credited to you or converted to cash or other form of reimbursement, and you will have no further access to your account or anything associated with it (such as points, tokens or Virtual Items), except where required under applicable law in your jurisdiction. Any delinquent or unpaid accounts must be settled before Bagelcode may allow you to create any new or additional accounts.

Without limiting the foregoing provisions, if you violate these Terms, Bagelcode may issue you a warning regarding the violation, or, in Bagelcode's sole discretion, immediately terminate any and all Bagelcode accounts that you have established with any Bagelcode Service, with or without notice. In addition, subject to applicable law, all Virtual Items will be unconditionally forfeited if your Bagelcode Service account is terminated or suspended due to your violation of these Terms, or if Bagelcode discontinues any Bagelcode Service or any portion or feature of any Bagelcode Service.

INTELLECTUAL PROPERTY and CONTENT RIGHTS

 

 “Intellectual Property Rights” are patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Content” refers to the names, logos, icons, concepts, themes, designs, animations, sounds, videos, any other production assets, operating manuals, and all other works or material recorded or embodied in the Services.

Bagelcode respects copyright law and expects its users to do the same. It is Bagelcode’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Bagelcode’s Copyright Policy at https://cdn.bagelgames.com/privacypolicy.html for further information.

LIMITATIONS ON WARRANTIES AND LIABILITY

YOU EXPRESSLY AGREE THAT THE USE OF ANY BAGELCODE SERVICE OR BAGELCODE SOFTWARE IS AT YOUR SOLE RISK. ALL BAGELCODE SERVICES AND BAGELCODE SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BAGELCODE DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE BAGELCODE SERVICE OR BAGELCODE SOFTWARE AT ANY PARTICULAR TIMES OR LOCATIONS, OR THAT THE BAGELCODE SERVICE, BAGELCODE SOFTWARE, NEWSLETTERS, E-MAILS OR OTHER COMMUNICATIONS SENT FROM BAGELCODE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE AND AGREE THAT, SUBJECT TO APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH BAGELCODE IS TO STOP USING THE BAGELCODE SERVICES AND BAGELCODE SOFTWARE, AND TO CANCEL ANY AND ALL OF YOUR BAGELCODE ACCOUNTS, IF APPLICABLE. YOU ACKNOWLEDGE AND AGREE THAT BAGELCODE IS NOT LIABLE FOR ANY ACT OR FAILURE TO ACT ON ITS OWN PART, OR FOR ANY CONDUCT OF, OR COMMUNICATION OR USER CONTENT POSTED WITHIN A BAGELCODE SERVICE BY, ANY BAGELCODE SERVICE USER. IN NO EVENT SHALL BAGELCODE'S OR ITS EMPLOYEES', CONTRACTORS', OFFICERS', DIRECTORS' OR SHAREHOLDERS' LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO BAGELCODE FOR YOUR PARTICIPATION IN ANY BAGELCODE SERVICE. IN NO CASE SHALL BAGELCODE OR ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS OR SHAREHOLDERS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY BAGELCODE SERVICE OR BAGELCODE SOFTWARE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SUCH LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT BAGELCODE IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BAGELCODE LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF BAGELCODE SERVICES AND OPERATORS OF SOCIAL NETWORKING AND OTHER EXTERNAL SITES, AND THAT THE RISK OF USING OR ACCESSING BAGELCODE SERVICES AND BAGELCODE SOFTWARE, SOCIAL NETWORKING SITES AND OTHER EXTERNAL SITES, AND OF INJURY FROM THE FOREGOING, RESTS ENTIRELY WITH YOU.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Bagelcode and their respective employees, contractors, officers, directors, shareholders, agents, representatives, vendors, and content providers from and against any and all liabilities, claims and expenses, including attorneys' fees, that arise from a breach of these Terms for which you are responsible or in connection with your transmission of any content to, on or through any Bagelcode Service. Without limiting your indemnification obligations described herein, Bagelcode reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

EXPORT CONTROL LAWS

Certain Bagelcode Services may be subject to United States and international export controls. By accessing Bagelcode Services, you warrant that you are not located in any country, or exporting any Bagelcode Services, to any person or place to which the United States, European Union or any other jurisdiction has embargoed goods. You agree to abide by all applicable export control laws and further agree not to transfer or upload, by any means electronic or otherwise, any Bagelcode Services that may be subject to restrictions under such laws to a national destination prohibited by such laws without obtaining and complying with any required governmental authorizations.

OTHER LEGAL TERMS

You agree that these Terms are not intended to confer and do not confer any rights or remedies upon any third party. If any part of these Terms are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. If any provision of these Terms is found to be illegal or unenforceable, these Terms will be deemed modified to the extent necessary to make them legal and enforceable, and will remain, as modified, in full force and effect. These Terms, including all terms and policies referenced herein, contain the entire understanding, and supersede all prior agreements, between you and Bagelcode relating to this subject matter, and cannot be changed or terminated orally.

PRIVACY

Bagelcode respects the privacy of Bagelcode Services users. Please review our Privacy Policy, which also governs your access to and use of the Bagelcode Services, to understand our policies and practices with respect your personal information.

APPLICABLE LAW, JURISDICTION, AND VENUE

These Terms and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of Republic of Korea.

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be settled through arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.

You and Bagelcode irrevocably consent to the exclusive jurisdiction and venue of the Seoul Central District located in Seoul, Korea for all disputes arising out of or relating to these Terms, the subject matter of these Terms, or your access to and use of any Bagelcode Service, that are heard in court (not arbitration).

DISPUTE RESOLUTION BY BINDING ARBITRATION

PLEASE READ THIS “DISPUTE RESOLUTION AND BINDING ARBITRATION” PROVISION VERY CAREFULLY, BECAUSE IT REQUIRES YOU TO ARBITRATE ALL PAST, CURRENT, OR FUTURE DISPUTES WITH BAGELCODE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF, SUBJECT TO THE TERMS AND OPT-OUT OPTION SET FORTH BELOW. OPTION TO OPT-OUT MUST BE EXERCISED WITHIN 30 DAYS FROM WHEN YOU FIRST ACCEPT THESE TERMS.

THIS PROVISION GENERALLY PRECLUDES YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST BAGELCODE. IT ALSO PRECLUDES YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY PAST, CURRENT, OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST BAGELCODE BY SOMEONE ELSE. ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.

Scope of Arbitration Provision
You and Bagelcode agree that any dispute, claims, or causes of action arising out of or relating to your use of any of our Service, these Terms, or any other controversies between you and Bagelcode, whether arising prior to or after you agreed to the Terms (collectively, “Dispute(s)”), shall be determined by arbitration.

Arbitration Procedure
Prior to initiating arbitration, you agree to send a written notice to contact@bagelcode.com including (a) account information on your Bagelcode account, (b) detailed description of your dispute or claim, (c) the specific damages incurred, and (d) remedy or remedies that you are seeking. If your dispute or claim is not resolved with Bagelcode within thirty days of receipt of the notice, then you or Bagelcode may initiate an arbitration proceeding.

Arbitration Location and Fees
You and Bagelcode agree that arbitration will be handled on an individual basis and shall take place in Seoul, South Korea. You may request to appear in such proceedings telephonically or via other remote electronic means. You agree that the arbitration will be administered in English by the Korean Commercial Arbitration Board and in accordance with the KCAB International Arbitration Rules. Those rules can be found at www.kcabinternational.or.kr. The KCAB rules will govern payment of all arbitration fees.

Confidentiality
You and Bagelcode shall maintain the confidential nature of the arbitration proceedings and the arbitration award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Waiver of Class Relief
Whether the dispute is heard in arbitration or in court, you agree that you and Bagelcode will not commence against the other a class action, class arbitration or other representative action or proceeding. You and Bagelcode each waive respective rights to participate in a class action. By accepting this agreement, you give up your right to participate in any past, current, or future class action or any other consolidated or representative proceeding.

YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS BELOW.

Option to Opt Out of Arbitration
If you do not wish to be subject to this arbitration agreement, you may opt out of this arbitration provision by sending a written notice to contact@bagelcode.com within thirty (30) days of first accepting our Terms. You must sign and date the written notice, and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with Bagelcode through arbitration. If no written notice is submitted by the 30-day deadline, you and Bagelcode shall be bound by the terms of the Binding Arbitration provision.

SEVERABILITY

If any part of these Terms is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

GENERAL TERMS

Reservation of Rights

Bagelcode and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Bagelcode and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Bagelcode and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Bagelcode’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Bagelcode may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications provided by Bagelcode under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights

Bagelcode’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Bagelcode. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

CONTACT US

support@bagelcode.com

16F Dongwoo Bldg
328 Teheran-ro
Gangnam-gu Seoul
Republic of Korea 06162