Terms and Conditions
Last Revised: August 2021.
1.1 The Terms and Conditions ("Terms") form a legal agreement between Genius Sonority Inc. ("Genius Sonority", "we" or "us") and you ("you" or "User") and applies to your use of any of Genius Sonority's software, games or applications on all electronic devices.
1.2 This Agreement contains a provision waiving the right to pursue any class, group or representative claim and requiring you to pursue certain disputes through individual arbitration unless you opt-out within the specified time frame. BY ACCESSING THE GAMES OR CREATING AN ACCOUNT WITH US, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT INSTALL, CONNECT TO, ACCESS OR USE ANY OF THE GAMES.
1.3 THE PURPOSE OF THE SERVICE IS FOR ENTERTAINMENT PURPOSES ONLY. THE SERVICE DOES NOT PROVIDE REAL MONEY GAMBLING OR AN OPPORTUNITY TO WIN REAL MONEY OR PRIZES. NO ACTUAL MONEY OR ANYTHING OF VALUE CAN BE WON PLAYING THE GAMES, AND NO ACTUAL MONEY IS REQUIRED TO PLAY.
2.1 All Games by us are available only to individuals who are the greater than or equal to eighteen (18) years of age. By using the Service, you represent that you have the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms, and to fully perform your obligations hereunder.
2.2 We reserve the right to request proof of age at any stage. If we suspect that a User is under the applicable age, we may block or request parental consent for the Users.
2.3 You may not open an account or use the Service even if you have previously been removed by Genius Sonority or otherwise prohibited by us from using the Service.
3. Your Account
3.1 To access or paly some of the features of the Service, you may be required to register by opening an Account or by signing in via a third-party tool ("Third Party Tool"). If you open an Account, you may be required to provide details and select a password or to otherwise allow us to access your account information through a Third Party Tool ("Login Information"). You will be responsible for all uses of your Login Information, including purchases, whether or not authorized by you. Where you become aware of or reasonably suspect any breach of security, including unauthorized access to your Account, you must immediately notify us and modify your Login Information. Note that should you choose to create your Account using any Third Party Tool, certain User data that you either provide us or that is accessed through such Third Party Tool, including your User name and photo, may be published on your User profile and may be made available to other Users.
3.2 You agree not to misrepresent your identity or age to open an Account on behalf of someone other than yourself.
3.3 You undertake to restrict use by anyone who is not an eligible User. You accept full responsibility for any use of the Service using your Login Information, including any use of your credit card or other payment instrument.
3.4 We reserve the right to remove or reclaim any User name at any time and for any reason, including in case of claims by a third party that a User name violates any third party's rights or otherwise violate these Terms.
3.5 If you wish to terminate or close your Account, your Account will be terminated and removed within a reasonable timeframe following our receipt of your written request, and from the date of termination you will no longer be able to access your Account, including any Virtual Items or other Games Content (both terms as defined below) associated therewith.
4. Virtual Items and Game Play
4.1 In the course of using the Service you may win, or purchase, with virtual in-game items ("Virtual Items") such as virtual play money coins, tokens, and points.
4.2 Your purchase of Virtual Items is final and is not refundable, transferable or exchangeable. You understand that you have no right or title in the Virtual Items appearing or originating in any Game, whether earned in a game or purchased from us. Virtual Items are licensed to you by us for your personal use in the game. You may not purchase or sell Virtual Items outside the Service, or attempt to sell in the "real world" anything that appears or originates in the Service at any time. Any such attempted sale shall be null and void and may result in termination of your Account and legal action taken against you. We retain the right to manage, regulate, control, modify and delete Virtual Items at our sole discretion, and we shall have no liability to you or anyone for the exercise of such rights. You may trade Virtual Items within a Game, but only where expressly permitted by Game rules and never for any real-money consideration. We may selectively remove or revoke your license to use or associate Virtual Items with your Account without notice at our sole discretion. Prices and availability of Virtual Items are subject to change without notice.
4.3 Virtual Items may only be held by legal residents of jurisdictions where access to and use of the Games are permitted. Virtual Items may only be purchased or acquired from us and through means we provide on the applicable website or otherwise expressly authorize or through the applicable store (such as Google Play Store or Apple App Store). We reserve the right to refuse your request to purchase or acquire Virtual Items for any reason.
4.4 Depending on your Platform, any Virtual Item purchased from your Platform will be subject to its terms and conditions and user agreement of such Platform. Usage rights for each purchase may differ from item to item. If you are unsure about usage rights you should check with your Platform before making a purchase.
4.5 If your Account is charged for Virtual Items that were not purchased by you or anyone using your Login Information, or you did not receive the Virtual Items you purchased, or you were charged an incorrect amount, you may request a refund (only in Virtual Items) in accordance with the payment provider's policy. Any refund request must be sent directly to the applicable store in accordance with the applicable store's policy. You agree to notify us about any billing problems or discrepancies within 30 days from the date of your purchase. If you do not bring them to our attention within 30 days, you agree that you waive your right to dispute such problems or discrepancies. 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 that were caused by or arising out of payments that you authorized or accepted or that were authorized or accepted using your Login Information. You understand that we may suspend or terminate your Account if for any reason a charge that you authorized or that was authorized using your 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 any payment method. In the event your 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 of the charge.
5. Platform Provider
6. Restrictions on Use of the Service
6.1 You shall not, and shall not permit or cause any other party, to:
(1) Create an Account with or access the Service if you are not an eligible User;
(2) Use the Service in an illegal manner or encourage or promote any illegal activity;
(3) Fail to pay any amounts due (to the extent applicable);
(4) Interfere with or violate Users' rights to privacy and other rights, or harvest, post, solicit or collect personally identifiable information about Users without their express consent, whether manually or through the use of any robot, spider, crawler, any search or retrieval application, or other manual or automatic device, process or method to access the Service and retrieve, index or data-mine any information;
(5) Interfere with or disrupt the operation of the Games or the servers or networks that host the Games, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;
(6) Advertise, solicit or transmit any commercial advertisements or SPAM;
(7) Violate the intellectual property or other rights of any party, including Genius Sonority;
(8) Create false personas, multiple identities or multiple Accounts; set up an Account on behalf of someone other than yourself; use bots or other automated software programs to defraud or which otherwise violate these Terms or the terms and conditions of any third-party applications or social networks through which the Service is accessed;
(9) Upload or transmit (or attempt to upload or to transmit), without our express permission, any material that acts as a passive or active information collection or transmission mechanism, including clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware", "passive collection mechanisms" or "pcms");
(10) Exploit, distribute, develop or publicly inform other Users or the public of any Game error, miscue or bug which provides an unintended advantage, or of "auto" software programs, "macro" software programs or other "cheat utility" software programs or applications;
(11) Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;
(12) Attempt to use the Service on or through any service that is not authorized by Genius Sonority. Any such use is at your own risk and may subject you to additional or different terms. Genius Sonority takes no responsibility for your use of the Service through any service that is not authorized by it;
(13) Deal with Virtual Items in a manner that violates these Terms, including by selling or transferring Virtual Items to other Users or third parties except as expressly authorized within and by the rules of a Game, or fraudulently obtaining or acquiring Virtual Items;
(14) Rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without our written permission;
(15) Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; or interfere with the ability of others to enjoy using the Service, including by disrupting, overburdening or aiding the disruption or overburdening of the Service servers, or by taking actions that interfere with or materially increase the cost to us of providing the Service for the enjoyment of all its Users;
(16) Engage in any act that Genius Sonority deems to be in conflict with the spirit or intent of the Service, including circumventing or manipulating these Terms, our game mechanics or policies;
(17) Without our express written consent, modify or cause to be modified any files, codes or any other component which is part of the Service;
(18) Institute, assist or become involved in any type of attack, including distribution of a virus, a denial of service attack upon the Service, or other attempts to disrupt the Service or any other person's use or enjoyment of the Service;
(19) Attempt to gain unauthorized access to the Service, Accounts registered to others or to the computers, servers or networks connected to the Service by any means other than the User interface provided by Genius Sonority, including by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Service;
(20) Use any unauthorized third party software that accesses, intercepts, "mines" or otherwise collects information from or through the Service or that is in transit from or to the Service, including any software that reads areas of RAM or streams of network traffic used by the Service to store information about Genius Sonority game characters, elements, or environment. Genius Sonority may, at its sole and absolute discretion, allow the use of certain third party User interfaces;
(21) Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Service, whether through the use of a network analyzer, packet sniffer or other device;
(23) Use, facilitate, create or maintain any unauthorized connection to the Service, including (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Service, or (ii) any connection using programs, tools, or software not expressly approved by Genius Sonority;
(24) Except where permitted by law or relevant open-source licenses, reverse engineer, decompile, disassemble, decipher, modify or otherwise attempt to derive the object code or source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by Genius Sonority;
(25) Copy, distribute, modify, alter, adapt, make available, translate, port, reverse-engineer, decompile or disassemble any portion of any Games Content, or publicly display, reproduce, create derivative works from, perform, distribute or otherwise use any Games Content, other than to play the Games as permitted under these Terms and applicable Game rules;
(26) Sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Genius Sonority's proprietary rights;
(27) Sell, license or exploit for any commercial purposes any use of or access to the Service;
(28) Frame or mirror any part of the Service without our prior express written authorization;
(29) Create a database by systematically downloading and storing all or any of the Games Content;
(30) Improperly use support channels to make false reports to Genius Sonority or using profane or abusive language in your communications with our support personnel;
(31) Perform in-Game services in exchange for payment outside the Games (e.g. power-leveling and item collection services); or
(32) Infringe or violate any of these Terms or the terms of any third-party applications or social networks through which the Service is accessed.
The Service and/or Games contain various forums, chat functions, and other interactive features that allow you to post, submit, publish, display, or transmit to Genius Sonority and other Users, content or materials on or through the Service, including (without limitation) your ability to post or submit teams' names or titles (collectively “User Contributions”).
6.2 By submitting or posting User Contributions, you agree to comply with the following items:
(1) You shall not, and shall not permit or cause any other party, to post, upload or submit to the Service and/or Games any User Contributions, including any content or materials submitted via any interactive features available from within the Service, that violates these Terms or that contains or links to Objectionable Content. "Objectionable Content" means content that promotes or links to content that is (i) offensive, harassing, threatening, abusive, or racist, (ii) illegal, fraudulent, deceptive, contrary to public policy or that could facilitate the violation of any applicable law, regulation or government policy; (iii) sexually explicit or obscene, (iv) violates the intellectual property, privacy, publicity, moral or any other right of any third party, or otherwise injurious to third parties or objectionable, (v) libelous or defamatory, and (vi) software viruses, commercial solicitation, chain letters, mass mailings, or any form of "spam".
(2) You represent and warrant that you own or otherwise control all of the rights to the User Contributions that you post or upload at the time of posting, that the User Contributions are accurate and not fraudulent or deceptive, and that the User Contributions do not violate these Terms or the rights of any third party, and will not cause injury to any person or entity.
(3) Any User Contribution that you upload or post will be considered non-confidential and non-proprietary, and you grant Genius Sonority a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Contribution throughout the world in any media.
(4) You understand that your User Contributions may be copied by other of the Games' Users and discussed on and outside of the Service, and if you do not have the right to submit User Contributions for such use, it may subject you to liability. Genius Sonority takes no responsibility and assumes no liability for any content posted by you or any third party. Genius Sonority has the right to monitor and edit or remove any User Contributions, and has the right to terminate your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms.
6.3 Breach of any of these rules or of any other prohibitions contained in these Terms may subject you to suspension or termination of your Account and right to use the Service, in whole or in part, including by limiting or revoking your rights to use certain features within the Service, in Genius Sonority's sole discretion, and may subject you to civil or criminal penalties.
7. Intellectual Property and Licenses
7.1 Genius Sonority retains any and all rights in the Service (including applications, software, characters, designs, materials, texts, information, pictures, games, titles, sound, music, moral rights, documentations and other files, and their selection and arrangement) (collectively, "Games Content"), and all intellectual property rights or other proprietary rights in connection therein are owned, controlled and licensed by Genius Sonority. All Games Content are protected by applicable copyright, patent, and trademark laws, and other laws protecting intellectual property and related proprietary rights.
7.2 You shall not, nor shall you cause any other party to, modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, distribute, reproduce framed, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Service pursuant to these Terms or otherwise exploit any of the Games Content without Genius Sonority's explicit, prior written permission.
8. Subscription Services
Certain Games may be offered on a subscription basis. You will be advised of the price, duration and all applicable terms before purchase. You will be notified prior to any renewal of the amount and date of the upcoming renewal payment both within the relevant Game and at the email you maintain as part of our Account information. You can cancel your subscription by following the instructions within the Game or by following the instruction here. Unless otherwise stated, cancelations will take effect at the end of the then-current term.
9. Suspension and Termination of Use
IN THE EVENT THAT WE SUSPECT THAT YOU HAVE VIOLATED OR MAY VIOLATE ANY OF THESE TERMS, ANY PLATFORM TERMS OR ANY APPLICABLE LAW, OR THAT YOUR ACCOUNT HAS BEEN USED OR MAY BE USED IN SUCH A WAY, OR AS OTHERWISE DETERMINED BY US IN OUR SOLE DISCRETION, WE MAY, IN OUR SOLE DISCRETION, IMMEDIATELY TERMINATE, LIMIT, SUSPEND OR DELETE YOUR ACCOUNT AND YOUR ACCESS TO THE SERVICE, IN WHOLE OR IN PART. IN SUCH EVENT, YOU WILL FORFEIT ANY CONTINUING RIGHT OR LICENSE TO USE ANY GAMES CONTENT, INCLUDING ANY VIRTUAL ITEM, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSS OR DAMAGE OF ANY KIND THAT YOU OR ANY OTHER PARTY MAY ALLEGE IN CONNECTION WITH SUCH ACTION. If you have more than one Account, Genius Sonority may terminate all of your Accounts.
9.2 We reserve the right to terminate an Account that has been inactive for at least 365 consecutive days. You will not receive money or other compensation for Games Content (including Virtual Items) associated with your Account when it is closed, deleted or otherwise terminated, regardless of whether such action was voluntary or involuntary.
9.3 Genius Sonority further reserves the right, at its sole discretion, to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Service, at any time and without providing any prior notice.
9.4 In the event that Genius Sonority terminates your Account, you may not use or access the Service again without Genius Sonority's express permission. Genius Sonority reserves the right to refuse Accounts for, and to provide access to the Service or other services to, any individual. You may not allow individuals whose Accounts have been terminated by us to use your Account. If you believe that any action has been taken against your Account in error, please contact us at: email@example.com.
10. Disclaimers of Warranties
10.1 YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE TO ENSURE THAT YOUR USE OF THE SERVICE IN THE JURISDICTION WHERE YOU RESIDE IS PERMITTED PURSUANT TO ALL LOCAL LAWS AND REGULATIONS.
10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GAMES ARE PROVIDED "AS IS". Genius Sonority, its officers, directors and employees disclaim all warranties, express or implied, in connection with the Service and the use thereof, including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness.
10.3 Genius Sonority makes no warranties or representations about the accuracy or completeness of the content of the Service of the content of any sites linked to the Service and assume no liability or responsibility for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatever, resulting from your access to and use of the Service; (iii) any unauthorized access to or use of Genius Sonority's secure servers or any and all personal information or financial information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, or the like which may be transmitted to or through the Service by any third party; (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, or otherwise made available via the Service; or (vii) any errors, failures or delays in computer transmissions or network connections on account of your access to or use of the Service.
10.4 In case of a malfunction or disruption of the Service that prevents you from completing a Game in which you have begun to participate, we may allow Users to participate again in a Game until the participation is complete. We reserve the right to determine, in our sole discretion, whether to offer any such remedy in the event of malfunction or disruption. We also reserve the right to limit your Game play or terminate your participation in the Service should we determine, in our sole discretion, that you have intentionally caused such a malfunction or disruption. We are not liable for any lost opportunity or other alleged losses from any unfinished Game. The Games do not replicate the odds of winning or the payouts of similar Games found in casinos.
11. California (USA) Release
California, USA, residents expressly agree to waive California Civil Code Sec. 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party."
12. Limitation of Liability
12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WHATEVER WILL WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, AND SUBCONTRACTORS, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST REVENUE, INCOME, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES, IN EACH CASE THAT RESULT FROM OR RELATE IN ANY MANNER TO YOUR USE OF THE SERVICE OR ANY OTHER ACT OR OMISSION BY US.
12.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL GENIUS SONORITY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, AND SUBCONTRACTORS, BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID GENIUS SONORITY IN THE FIFTEEN (15) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID GENIUS SONORITY ANY AMOUNTS IN THE FIFTEEN (15)DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH GENIUS SONORITY IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
12.3 YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE MATERIAL AND BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to indemnify and hold Genius Sonority, and each of its affiliates, officers, directors, employees, shareholders, agents, licensors and subcontractors, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with: (i) Your use or misuse of and access to the Service; (ii) Your violation of any term of these Terms; (iii) Your violation of any third-party right, including any copyright, property, or privacy right; (iv) Your breach of the representations, warranties and covenants made herein; and (v) Any claim that an action by you in connection with the Service has caused damage to a third party.
15. Governing Law and Judicial Forum
These Terms will be interpreted in accordance with the laws of Japan without regard to conflict- or choice-of-law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded. In the event that you have opted out of arbitration or that the agreement to arbitrate is otherwise found not to apply to you or your claim, you and Genius Sonority agree that any judicial proceeding (other than as described above) may only be brought in a court of competent jurisdiction in Tokyo, Japan. Both you and Genius Sonority consent to venue and personal jurisdiction there. Notwithstanding the foregoing, you and Genius Sonority may bring an action in any court of competent jurisdiction (i) to compel arbitration pursuant to Section 17 below or (ii) to enforce an arbitral award issued thereunder.
16. Dispute Resolution and Agreement to Arbitrate on an Individual Basis
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY REQUIRE YOUAND GENIUS SONORITY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND GENIUS SONORITY CAN SEEK RELIEF FROM EACH OTHER.
By agreeing to these Terms, and to the extent permitted by applicable law, you and Genius Sonority agree that any and all past, present and future disputes, claims or causes of action between you and Genius Sonority arising out of or relating to these Terms, the Service, the formation of these Terms or any other dispute between you and Genius Sonority or any of Genius Sonority's licensors, distributors, suppliers or agents, and whether arising prior to or after your agreement to this Section, (collectively, "Dispute(s)") will be governed by the procedure outlined below. You and Genius Sonority 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 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.
(a) Informal Dispute Resolution. Genius Sonority wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Genius Sonority, you agree to try to resolve the Dispute informally by contacting firstname.lastname@example.org. Similarly, if you have provided an email address to us as part of your Account registration, Genius Sonority agrees to do the same. If a dispute is not resolved within 30 days after the email noting the Dispute is sent, you or Genius Sonority may initiate an arbitration proceeding as described below.
(b) We Both Agree To Arbitrate. By agreeing to these Terms, and to the extent permitted by applicable law, you and Genius Sonority each and both agree to resolve any Disputes – including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate – through final and binding arbitration as discussed herein.
(c) Opt-out of Agreement to Arbitrate. You may decline this agreement to arbitrate by contacting email@example.com within 30 days of first accepting these Terms and stating that you (include your first and last name, and User name) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Service, but you and Genius Sonority will not permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
(d) Arbitration Procedures and Fees.
(d.1) If your Country of Residence is the United States, you and Genius Sonority agree that the American Arbitration Association ("AAA") will administer the arbitration which shall be conducted in accordance with its rules (Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes) in effect at the time arbitration is sought ("AAA Rules"). Those rules are available at www.adr.org. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. The arbitration proceeding and any award shall be confidential. You and Genius Sonority further agree that the arbitration will be held in New York, New York, or, at your election, will be conducted telephonically or via other remote electronic means. The AAA Rules will govern payment of all arbitration fees. If your Country of Residence is the United States, this Section (Dispute Resolution and Agreement to Arbitrate on an Individual Basis) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in this Agreement.
(d.2) If your Country of Residence is not the United States, you and Genius Sonority agree that the Japan Commercial Arbitration Association (https://www.jcaa.or.jp/en/) ("JCAA") will administer the arbitration, which shall be conducted in accordance with its rules (Commercial Arbitration Rules) in effect at the time arbitration is sought(“JCAA Rules”). Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. The arbitration proceeding and any award shall be confidential. You and Genius Sonority further agree that the arbitration will be held in Japanese in Tokyo, Japan, or, at your election, will be conducted telephonically or via other remote electronic means. The JCAA Rules will govern payment of all arbitration fees.
(e) Regardless of your County of Residence or the rules of a given arbitration forum, you and Genius Sonority agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Genius Sonority may bring a claim as a part of a class, group, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration").
(f) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR GENIUS SONORITY SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (AS DEFINED ABOVE) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN THE EVENT ALL OR ANY PORTION OF SUBSECTIONS (E) OR (F) OF THIS SECTION (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.
17. Third Party Sites and Advertising
18. Revisions to these Terms
We reserve the right, at our sole discretion, to revise or modify these Terms at any time, and you agree to be bound by such revisions or modifications. Users are responsible for viewing these Terms periodically. We will note the date last revised at the top of the Terms. Your continued use of the Service after a change or modification of these Terms has been made will constitute your acceptance of the revised Terms.
(a) Parties' Intent. If any provision hereof is adjudged by any arbitrator or court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein.
(b) Rules of Construction. These Terms shall be construed as follows: (i) "includes", "including" and cognates thereof shall be understood to mean "includes without limitation" or "including without limitation"; (ii) unless the context demands otherwise, the word "or" shall have the inclusive meaning identified with the phrase "and/or"; (iii) Section and other headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms; and (iv) any reference made in these Terms to a statute or statutory provision shall include any amendments or successors thereto as in effect at the time the particular provision of the Terms is to be given effect, along with any then-applicable rules or regulations promulgated thereunder.
(c) Waiver. Any failure to enforce any rights granted hereunder or to take action in the event of any breach of these Terms shall not be deemed a waiver by the non-breaching party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. All waivers must be in writing, and any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
(d) Entire Agreement; Assignment; Novation. These Terms are the entire agreement between you and Genius Sonority regarding the subject matter herein. You agree that Genius Sonority may assign or novate these Terms, in whole or in part, in its sole discretion and that you are not entitled to assign or otherwise transfer these Terms, or any of your rights or obligations thereunder, to any third party without the prior written consent of Genius Sonority. Any unauthorized assignment will be void and of no force or effect.
(e) Survival. You agree that the provisions of the following Sections shall survive termination of these Terms or termination of your Account, for any reason whatever: Intellectual Property and Our License to You; User Feedback and Your License to Us; Disclaimers of Warranties; Limitation of Liability; Indemnity; Governing Law; Dispute Resolution and Agreement to Arbitrate on an Individual Basis; and General.
(f) Governing language. The original and controlling version of these Terms shall be the English language version. All translations of these Terms into other languages shall be solely for convenience and shall not control the meaning or application of these Terms.
(g) Country-specific terms. Some countries may have additional or different terms for Users located in that country (“Country-Specific Terms”). If you are located in a country that has Country-Specific Terms that differ from these Terms, the Country-Specific Terms will govern solely to the extent of any such difference.
(h) Information, Support or Questions. For information, support or questions, please contact us at: firstname.lastname@example.org.
20. Supplementary Provisions
(i) Data of prototype applications shall not be succeeded to the Released Application.
(ii) In case you install the Released Application, you shall delete the prototype application.
(iii) You may not use prototype applications if 40 days have passed since release.