Bagelcode Terms of Use
Last modified: March 27, 2024
1. AGREEMENT AND SERVICES
PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY. THE TERMS ARE 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. SEE SECTION 21 FOR DETAILS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS SET FORTH IN SECTION 21.4, WITHIN THE SPECIFIED TIME FRAME.
These Terms apply to your use of any of Bagelcode’s or its Affiliates’ games or mobile applications (“Games”), its sites, software, products and services, on all electronic devices (web, mobile, tablet and any other device) and including any online shops (collectively, the “Service”). By accessing or using the 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 the Service.
Bagelcode, Inc. and/or its Affiliates provide access to the Service 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.
Without limiting the foregoing, each of your account(s) on the Service (each a "Bagelcode account"), if applicable, and participation in any Service are governed by these Terms. Use of the Service is also governed by our Privacy Policy and any other terms of use applicable to services you register to use within a 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 the Service. By continuing to access or use Service, you acknowledge and agree that you are bound by any such modifications.
2. DISCLAIMER
THE SERVICE IS STRICTLY FOR AMUSEMENT AND ENTERTAINMENT PURPOSES ONLY. THE SERVICE DOES 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 SERVICE, AND NO ACTUAL MONEY IS REQUIRED TO PLAY. PRACTICE OR SUCCESS AT SOCIAL CASINO GAMING DOES NOT IMPLY FUTURE SUCCESS AT REAL MONEY GAMBLING.
THE SERVICE IS 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 SERVICE. YOU AGREE YOU ARE SOLELY RESPONSIBLE FOR OBEYING THE LAWS APPLICABLE TO YOU AND TO NOT ACCESS OR USE THE SERVICE WHERE IT IS RESTRICTED OR PROHIBITED. BAGELCODE WILL NOT BE HELD LIABLE IF THOSE LAWS RESTRICT OR PROHIBIT YOUR USE OF OUR SERVICE.
3. ACCOUNT REGISTRATION
If you create a Bagelcode account within any 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 the Service and refuse any and all current or future use of or access to any or all of the Service (or any portion thereof).
You may use the Service only if you are 18 years or older, capable of forming a binding contract with us, and not otherwise barred from using the Service under applicable law. By accessing or using the 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 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.
4. NO REQUIREMENT TO PURCHASE
The 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, additional free in-Game currency will be 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 Service, subject to the limitations and other terms set out in greater detail below.
5. PAYMENTS
Purchases of Virtual Items are final and are not refundable, transferable or exchangeable unless stated otherwise at our discretion. Requests for refunds should be made to the Platform through which they were purchased or, if made through the Vegas Bucks Shop or VIP Club Shop, as set out below. All purchases through a Platform are subject to Platform rules governing refunds and returns.
5.1 Provision for All Web-Based Purchases
This Section 5.1 applies to all web-based purchases, including both through VIP Club Shop and Vegas Bucks Shop.
When making purchases through either shop, you are agreeing to purchase the Virtual Items or Subscription (as defined below), are requesting that that the purchased Virtual Items be supplied or the Subscription started immediately, and are authorizing a charge for those Virtual Items or Subscription at the price made known to you at the time of purchase. Virtual Item and Subscription prices and offerings may change at any time in our sole discretion and are not final until completion of the purchase. By initiating a purchase, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All fees and applicable taxes, if any, are payable in United States dollars.
Residents of the European Economic Area, United Kingdom and Switzerland who make purchases through the VIP Club Shop or Vegas Bucks Shop may seek refunds for up to fourteen (14) days after purchase. The refund request shall be valid only if none of the Virtual Items purchased in the relevant transaction have been used and only if the requesting User discontinues all play of the relevant Game from the purchase of the relevant Virtual Item until the refund request has been processed. The refund request will be processed as expeditiously as reasonably possible.
Refunds are not permitted for residents of other jurisdictions.
You agree to provide notice as provided in Sections 5.2 and 5.3 about any billing errors or discrepancies within 30 days from the date of your purchase. You are responsible for and agree to reimburse us for all reversals, charge-backs, claims, fees, fines, penalties and any other liability incurred by us (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted or that were authorized or accepted using your account or login information (even if not authorized by you). You understand that we may suspend or terminate your Bagelcode account if for any reason a charge that you authorized or that was authorized using your account or login information cannot be processed or is returned or unpaid, and if such event occurs, you shall immediately remit to us payment for such charge through a payment method reasonably acceptable to us. In the event your account or login information has been compromised, please notify us immediately and we will use commercially reasonable efforts to reverse any unauthorized charges. If the compromise results from our negligence or breach of these Terms, then we will reimburse you for any resulting loss, provided that you have timely notified us (as required by this paragraph) of the charge.
In the event of what we determine in our sole discretion to be fraudulent or suspicious purchases, or an excessive number of reversals, charge-backs or disputes, we reserve the right to suspend or terminate your access to web-based purchase methods and to any Virtual Items purchased through those web-based purchase methods, in addition to any other rights and remedies we may possess under these Terms.
5.2 VIP Club Shop
Eligible Users who are invited to participate in VIP Club Shop can purchase Virtual Items through that shop. All purchases through VIP Club Shop are made from a third party, AppCharge, not from Bagelcode, but are subject to these Terms, including the provisions of this Section 5. AppCharge will collect the payment and personal information it requires to process your purchase and may share certain of that information with us. Bagelcode does not receive or have access to card numbers, bank account or other financial account information. Requests for VIP Club Shop refunds and notices of billing errors or discrepancies pursuant to this Section 5 should be made to support@bagelcode.com.
5.3 Vegas Bucks Shop
Users also may purchase Virtual Items and Subscriptions (as defined below) through the Vegas Bucks Shop. Your purchases through the Vegas Bucks Shop will be processed through a third-party payment processor. That processor’s terms will apply to the purchase. Please review that third-party payment processor’s terms of service and payment for additional information. That third-party payment processor will collect the payment and personal information it requires to process your purchase and may share certain of that information with us. Bagelcode does not receive or have access to card numbers, bank account or other financial account information. Requests for Vegas Bucks Shop refunds and notices of billing errors or discrepancies pursuant to this Section 5 should be made to support@bagelcode.com.
5.4 Subscriptions (including Cancellation)
Bagelcode includes subscriptions as part of its Service to enhance the player experience (“Subscriptions”).
If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), on the month the Subscription began, and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE BAGELCODE OR ITS THIRD-PARTY PAYMENT PROCESSOR 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 Service or Subscription in accordance with these Terms.
You may cancel your auto-renewing Subscription at any time prior to the end of your then-current Subscription period. Your Subscription period will end at 11:59 pm of the last day of the period in your respective time zone. AFTER THAT, YOUR ACCOUNT WILL BE CHARGED FOR RENEWAL. To cancel or manage your Subscription, you may access your user account setting within your Platform Provider’s app store, or contact Bagelcode’s Customer Support at support@bagelcode.com for more help. If you cancel, your Subscription will continue until the end of your then current Subscription period and will then terminate without further charges.
6. ELECTRONIC COMMUNICATIONS
When you access a 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 Service. 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.
7. VIRTUAL ITEMS
The Service may provide you with the opportunity to license a variety of virtual items such as in-Game currency, virtual goods, and additional content packs ("Virtual Items") that can be used while playing the Games. 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 Service.
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.
8. SOCIAL NETWORK SITES
If you access a Service via a third-party social networking site, 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. 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 Service and refuse any and all current or future use of or access to the Service (or any portion thereof).
9. REVIEWS, COMMUNICATIONS AND SUBMISSIONS
Our Service 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 Service is referred to as “User Content.”
9.1 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 Service. User Content standards may vary depending on where you are within the 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 Service and submitting any User Content.
We expressly reserve the right, but have no obligation, to: (a) monitor any communications within the Service, 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 the Service. 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 Service.
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:
l Posting, transmitting, promoting, or distributing any content that is illegal, or otherwise violating any applicable law or regulation.
l Harassing or threatening any other user of the Service or any employee or contractor of Bagelcode.
l Impersonating another person, indicating that you are a Bagelcode employee or a representative of Bagelcode (if you are not), or attempting to mislead users by indicating that you represent Bagelcode in any way.
l Attempting to obtain a password, other account information, or other private information from any other user of the Service.
l Uploading any software, files, photos, images or any other content to the Service that you do not own or have the legal right to freely distribute, or that contain a virus or corrupted data, or any other malicious or invasive code or program.
l Posting messages for any purpose other than personal communication, including without limitation advertising, promotional materials, chain letters, pyramid schemes, political campaigning, soliciting funds, mass mailings and sending "spam", or making any commercial use of the Service.
l Disrupting the normal flow of dialogue, or otherwise acting in a manner that we, as determined in our sole judgment, negatively affects or disrupts other users.
l Improperly using any game support functions or complaint buttons, or making false complaints or other reports to Bagelcode representatives.
l Posting or communicating any player's real-world personal information within the Service or by or through the Service or any related bulletin board.
l Uploading or transmitting, or attempting to upload or transmit, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, gifs, 1x1 pixels, web bugs, and other similar devices.
l Using or launching any automated system, including, without limitation, any spider, bot, cheat utility, scraper or offline reader that accesses the Service, or using or launching any unauthorized script or other software.
l Using a false e-mail address or otherwise disguising the source of any content that you submit within the Service, or using tools which anonymize your internet protocol address in order to bypass region-specific restrictions.
l Interfering or circumventing any Service security feature or any feature that restricts or enforces limitations on use of or access to the Service.
l Attempting to sell any part of the Service, including, without limitation, any Virtual Items (if applicable), Bagelcode accounts and access to them in exchange for real currency or items of monetary or other value.
l Engaging in cheating or any other activity that Bagelcode deems to be in conflict with the spirit of a Game or the Service; or
l Encourage or enable anyone else to do any of the foregoing.
9.2 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 the Service, are non-confidential, public communications, and you have no expectation of privacy concerning your use of or participation in the Service (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 the Service may be seen and used by others. Bagelcode is not liable for any information that you choose to submit or communicate to other users on or through the Service, or for the actions of any other users of the Service with respect to personal information uploaded to the Service.
9.3 Your User Content
You represent and warrant that you have all necessary rights in and to any User Content that you post within the 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 the 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.
9.4 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 Service. 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.
9.5 Customer Reviews and Feedback
You may submit reviews of the Service (including of any Games). 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 submit a review, we will display your rating of the relevant aspect of the 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 Service (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
10. BAGELCODE SOFTWARE
We may require that you download certain software from Bagelcode, its principals or its licensors onto your computer as part of or to use the Service. 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 that software on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices, and to run the 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 software; (ii) distribute, transfer, sublicense, lease, lend or rent the software to any third party; (iii) reverse engineer, decompile or disassemble the software (unless applicable law permits, despite this limitation); or (iv) make the functionality of the 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 Service (including all software contained therein). All other trademarks not owned by Bagelcode that appear on the Service are the property of their respective owners, who may or may not be affiliated with or connected to Bagelcode.
NEITHER BAGELCODE NOR ITS LICENSORS ARE LIABLE FOR ANY DAMAGES IN CONNECTION WITH YOUR USE OF THE SERVICE (INCLUDING ANY SOFTWARE CONTAINED THEREIN), INCLUDING LIABILITY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGE TO YOUR COMPUTER HARDWARE OR SOFTWARE. THE ENTIRE RISK OF USE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO YOUR COMPUTER HARDWARE OR SOFTWARE, RESULTING FROM ANY USE OF THE SERVICE, RESIDES WITH YOU.
11. ADDITIONAL INFORMATION: PLATFORM PROVIDER RULES
In the event that you have downloaded or are accessing the Service through a third-party website or application, social network, platform or store ("Platform"), you must comply with the terms of use or services of such Platform (the "Platform Terms"), in addition to these Terms, and the Platform's privacy policy will apply to any of your interactions with the Platform. The Platform Terms are incorporated into these Terms by reference such that a violation by you of the Platform Terms shall be deemed a violation of these Terms. In the event of a conflict between these Terms and the Platform Terms, the Platform Terms shall control solely to the extent the conflict relates to the rights or obligations of the Platform and not of us.
If you have downloaded the Service from the Apple App Store or use it on an iOS device (“iOS App”), Apple has no obligation to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the iOS 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 iOS App. Apple is not responsible for addressing any claims by you or any third party relating to the iOS App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS 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 iOS 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 iOS App.
12. THIRD-PARTY LINKS AND THIRD-PARTY CONTENT AND SERVICES
Any and all software, content and services (including advertising) within the 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, the Service 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.
13. VIOLATION OF THESE TERMS
If you violate our Terms, Bagelcode reserves the right, in its sole discretion, to immediately terminate your access to the Service, including any and all Bagelcode accounts you have established. You acknowledge that Bagelcode is not required to notify you prior to termination pursuant to this provision. WBagelcode in its sole discretion may choose to issue you a warning regarding the violation. For clarity, Bagelcode is in no way obligated to provide a warning prior to termination pursuant to this Section.ay issue you a warning regarding the violation that you have established with the Service, with or without notice.
14. TERMINATION OF ANY BAGELCODE ACCOUNT
Bagelcode and you each have the right to terminate or cancel your access to the Service, including any and all Bagelcode account(s) you have established, at any time for any reason. Subject to applicable law, Bagelcode may manage, regulate, control, modify or eliminate your Virtual Items in its sole discretion, 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 for any reason, 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.
For clarity, upon termination for any reason, all licenses or interest in or to Virtual Items associated with the terminated Bagelcode account will be unconditionally forfeited, without any right or expectation of compensation to you.
15. 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 Service.
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/copyrightpolicy.html for further information.
16. LIMITATIONS ON WARRANTIES AND LIABILITY
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE (INCLUDING THE GAMES) IS 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 SERVICE AT ANY PARTICULAR TIMES OR LOCATIONS, OR THAT THE SERVICE, NEWSLETTERS, E-MAILS OR OTHER COMMUNICATIONS SENT FROM BAGELCODE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL BAGELCODE, its subsidiaries, affiliates, parents, and their respective employees, contractors, officers, directors, shareholders, agents, representatives, vendors, and content providers, be liable to you for more than the amount you have paid bagelcode in the ninety (90) days immediately preceding the date on which you first assert a claim or dispute. you acknowledge and agree that if you have not paid bagelcode any amounts in the ninety (90) days immediately preceding the date on which you first assert any such claim or dispute, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH BAGELCODE IS TO STOP USING THE SERVICE, 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 THE SERVICE BY, ANY BAGELCODE SERVICE USER. 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 THE SERVICEBECAUSE 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 THE SERVICE AND OPERATORS OF SOCIAL NETWORKING AND OTHER EXTERNAL SITES, AND THAT THE RISK OF USING OR ACCESSING THE SERVICE, SOCIAL NETWORKING SITES AND OTHER EXTERNAL SITES, AND OF INJURY FROM THE FOREGOING, RESTS ENTIRELY WITH YOU.
17. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Bagelcode, its subsidiaries, affiliates, parents, 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 the 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.
18. EXPORT CONTROL LAWS
Certain aspects of the Service may be subject to United States and international export controls. By accessing the Service, you warrant that you are not located in any country, or exporting any part of the Service, 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 part of the Service 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.
19. 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. 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 (including any other more general Terms of Use not specifically applicable to the Games), and cannot be changed or terminated orally. In the event of conflict or inconsistency between these Terms and other terms of use specific to a particular Game or other aspect of the Service, these Terms shall control solely to the extent necessary to resolve any conflict or inconsistency. In the event of a conflict or inconsistency between these Terms, any other terms specific to a particular Game or other aspect of the Services, and the Privacy Policy, the Privacy Policy will control solely to the extent necessary to resolve any conflict or inconsistency.
20. PRIVACY
Bagelcode respects the privacy of our users. Please review our Privacy Policy, which also governs your access to and use of the Service, to understand our policies and practices with respect to your personal information.
21. DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON A BINDING INDIVIDUAL BASIS
PLEASE READ THIS “DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON A BINDING INDIVIDUAL BASIS” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND BAGELCODE, SUBJECT TO THE TERMS AND OPT-OUT OPTION SET FORTH BELOW.
21.1 Scope of
Arbitration Provision
You and Bagelcode agree that any and all past, present and future dispute,
claims, or causes of action arising out of or relating to your use of the
Service, these Terms, or any other controversies or disputes between you and
Bagelcode or any of Bagelcode’s affiliates, licensors, distributors, suppliers,
service providers or agents, whether arising prior to or after you agreed to
the Terms (collectively, “Dispute(s)”), shall be determined by
arbitration, unless (A) your Country of Residence does not allow this
arbitration agreement; (B) you opt out as provided in Section 21.4 below; or
(C) your Dispute is subject to an exception to this agreement to arbitrate set
forth in Section 21.8. You and Bagelcode further agree that any arbitration
pursuant to this Section shall not proceed as a class, group or representative
action.
“Country of Residence” for purposes of this Section 21 means the country in which you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use the Service. If more than one country meets that definition for you, then your country of citizenship or legal permanent residence shall be your Country of Residence, and if you have more than one country of citizenship or legal permanent residence, it shall be the country with which you most closely are associated by permanent or most frequent residence.
“Collective Arbitration” for the purposes of this Section 21 means any claim as part of a class, group, collective, coordinated, consolidated, mass or representative proceeding.
21.2 Informal Dispute Resolution
Bagelcode wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Bagelcode, you agree to try to resolve the Dispute informally by contacting contact@bagelcode.com. Similarly, Bagelcode will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any claim we may possess informally before taking any formal action. If a Dispute is not resolved within 30 days after the email noting the Dispute is sent, you or Bagelcode may initiate an arbitration proceeding as described below.
21.3 We Both Agree to Arbitrate
By agreeing to these Terms, you and Bagelcode each and both agree to resolve any Disputes through final and binding arbitration as discussed herein, except as set forth under “Exceptions to Agreement to Arbitrate” below.
21.4 Opt-Out of Agreement to Arbitrate
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 these Terms (or any version of these Terms that makes material changes to this Section 21 (“Dispute Resolution and Agreement to Arbitrate on a Binding Individual Basis”)). You must 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 will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions set forth in 21.8 below. By opting out of the agreement to arbitrate, you will not be precluded from using the Bagelcode Service, but you and Bagelcode will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
21.5 Arbitration Procedure and Fees.
21.5.1 If your Country of Residence is the United States:
(a) This Section 21 “Dispute Resolution and Agreement to Arbitrate on a Binding Individual Basis” shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms. .You and Bagelcode agree that JAMS (“JAMS”) will administer the arbitration under its Streamlined Rules in effect at the time arbitration is sought (“JAMS Rules”). Those rules are available at www.jamsadr.com. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules; provided that the parties shall be presented with a list of five potential arbitrators and shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected). The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law.
(b) Notwithstanding any language to the contrary in this Section 21.5.1(b), if a party either seeks a monetary award in excess of one million United States dollars or equitable relief that would significantly impact other Bagelcode users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators and take place pursuant to the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”). Each party shall select one neutral arbitrator, with the third neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. That third arbitrator shall serve as chair of the arbitral panel and must be a retired judge with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with Section 21.5.1(a) shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair through the JAMS Comprehensive Rules – participate in the arbitral panel. You and Bagelcode agree that any award issued pursuant to Section 21.5.1(a) or (b) may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. Except as and to the extent otherwise may be required by law or in connection with a petition to confirm or enforce an arbitral award issued hereunder, the arbitration proceeding, and any award shall be confidential.
(c) You and Bagelcode further agree that the arbitration will be held in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. The JAMS Rules will govern payment of all arbitration fees.
21.5.2 If your Country of Residence is not the United States, you and Bagelcode agree that the arbitration will be administered in English by the Korean Commercial Arbitration Board and in accordance with the KCAB International Arbitration Rules (“KCAB Rules”). Those rules can be found at www.kcabinternational.or.kr. Arbitration will be handled by a sole arbitrator in accordance with those rules. Except as and to the extent otherwise may be required by law or in connection with a petition to confirm or enforce an arbitral award issued hereunder, the arbitration proceeding and any award shall be confidential. You and Bagelcode further agree that the arbitration will be held in Seoul, Republic of Korea, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. The KCAB Rules will govern payment of all arbitration fees, or arbitration fees will be paid in accordance with the countervailing law of your Country of Residence if contrary to the KCAB Rules.
21.6 Batch Arbitration for U.S. Arbitrations.
To increase efficiency of resolution, in the event 25 or more similar arbitration demands against Bagelcode, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, are submitted to JAMS in accordance with the rules described above within a 30-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Bagelcode and JAMS to implement such a batch approach to resolution and fees.
21.7 Class Action and Collective Arbitration Waiver.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 21.6), NEITHER YOU NOR BAGELCODE SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES; TO PARTICIPATE IN ANY GROUP, CLASS, COLLECTIVE OR MASS ARBITRATION OR LITIGATION; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A PRIVATE ATTORNEY GENERAL CAPACITY; OR OTHERWISE SEEK TO RECOVER LOSSES OR DAMAGES (WHETHER FOR YOURSELF OR OTHERS) INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 21.7 SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS AND CONDITIONS, IN THE EVENT ALL OR ANY PORTION OF CLAUSES 21.5.1(b), 21.6 OR 21.7 OF THIS CLAUSE 21 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE IN A PARTICULAR DISPUTE, THEN THE ENTIRETY OF THIS CLAUSE 21 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT FOR PURPOSES OF THAT DISPUTE, UPON EITHER PARTY'S ELECTION.
21.8 Exceptions to Agreement to Arbitrate.
Notwithstanding your and Bagelcode’s agreement to arbitrate Disputes, either you or Bagelcode retain the following rights:
21.8.1 If your Country of Residence is the United States, you and Bagelcode retain the right to bring a court action (A) to compel arbitration or to enforce, confirm or vacate an award issued hereunder, or (B) to seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. An action brought pursuant to this Section 21.8.1 may be brought in any court of competent jurisdiction.
21.8.2 If your Country of Residence is not the United States, you and Bagelcode may assert claims, if they qualify, through the small claims process in the courts of your Country of Residence. Further, as applicable, this Section 21 does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.
22. GOVERNING LAW AND JUDICIAL FORUM FOR DISPUTES
Except to the extent preempted by the mandatory laws of your Country of Residence, the laws of the Republic of Korea, without regard to the principles of conflict or choice of laws, will govern these Terms and any Disputes. Except as otherwise required by applicable law or provided in Section 21, in the event that the agreement to arbitrate is found to be unenforceable or otherwise not to apply to you or your Dispute, you and Bagelcode agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Seoul, Republic of Korea. Both you and Bagelcode consent to venue and personal jurisdiction there.
23. SEVERABILITY
24. GENERAL TERMS
24.1 Reservation of Rights
Bagelcode and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service is 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 Service.
24.2 Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Bagelcode and you regarding the Service, and these Terms supersede and replace all prior oral or written understandings or agreements between Bagelcode and you regarding the Service. 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.
24.3 Notices
Any notices or other communications provided by Bagelcode under these Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
24.4 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.
25. CONTACT US
16F
Dongwoo Bldg
328 Teheran-ro
Gangnam-gu Seoul
Republic of Korea 06162