END USER LICENSE AGREEMENT
Last updated February 1, 2023
Our application (“App”) is licensed to you, the user, by Irreverent Labs, Inc., doing business as MechaFightClub (“Company”, “we”, “us” or “our”), for use only under the terms of this end user license agreement (“Agreement”). We are registered in Delaware and have our registered office at 8 The Green, Suite #11155, Dover, DE 19901, United States.
By downloading the App from Apple’s software distribution platform (“App Store”) or Google’s software distribution platform (“Play Store”), and any update thereto (as permitted by this Agreement), you indicate that you agree to be bound by all of the terms and conditions of this Agreement, and that you accept this Agreement. App Store and Play Store are referred to in this Agreement as “Stores”.
The parties of this Agreement acknowledge that the Stores are not a Party to this Agreement and are not bound by any provisions or obligations with regard to the App, such as warranty, liability, maintenance and support thereof. The Company, not the Stores, is solely responsible for the App and the content thereof.
This Agreement may not provide for usage rules for the App that are in conflict with the latest Apple Media Stores Terms and Conditions and Google Play Terms of Service (“Usage Rules”). The Company acknowledges that it had the opportunity to review the Usage Rules and this Agreement is not conflicting with them.
The App when downloaded through the Stores, is licensed to you for use only under the terms of this Agreement. The Company reserves all rights not expressly granted to you. The App is to be used on devices that operate with Apple’s operating systems (“iOS” or “Mac OS”) or Google’s operating system (“Android”).
The information provided in connection with the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the App from locations other than the United States do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The App is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the App.
The App is a piece of software created to provide an interface to the MFC metaverse and its mini games. The App is customized for iOS and Android mobile devices (“Devices”). It is used to participate in the MFC metaverse and play its mini games.
The App is not tailored to comply with industry-specific regulations (HIPAA, FISMA, etc.), so if your interactions would be subject to such laws, you may not use this App. You may not use the App in a way that would violate any applicable law, regulation or rule.
SCOPE OF LICENSE
You are given a non-transferable, non-exclusive, non-sublicensable license to install and use the App on any Devices that you, as end user, own or control and as permitted by the Usage Rules.
This Agreement will also govern any updates of the App provided by Company that replace, repair, and/or supplement the first App, unless a separate license is provided for such update, in which case the terms of that new license will govern.
You may not share or make the App available to third parties (unless to the degree allowed by the Usage Rules, and with the Company’s prior written consent), sell, rent, lend, lease or otherwise redistribute the App.
You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the App, or any part thereof (except with the Company’s prior written consent).
You may not copy (excluding when expressly authorized by this Agreement and the Usage Rules) or alter the App or portions thereof. You may create and store copies only on Devices that you own or control for backup keeping under the terms of this Agreement, the Usage Rules, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time. If you sell your Devices to a third party, you must remove the App from the Devices before doing so.
Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
The Company reserves the right to modify the terms and conditions of licensing.
Nothing in this license should be interpreted to restrict third-party terms. When using the App, you must ensure that you comply with applicable third-party terms and conditions.
MAINTENANCE AND SUPPORT
The Company is solely responsible for providing any maintenance and support services for this App. You can reach the Company at the email address listed in the App Store or Play Store Overview for this App.
The Company and the end user acknowledge that the Stores have no obligation whatsoever to furnish any maintenance and support services with respect to the App.
The App may:
- invite you to contribute to, or participate in, chats, online forums and other functionality;
- provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to us or in the App, including (but not limited to) text, writings, video, audio, photographs, graphics, comments, suggestions, personal information or other material (collectively, “Contributions”).
Contributions may be viewable by other users of the App and through third-party websites or applications. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
- The creation, distribution, transmission, public display or performance, and the accessing, downloading or copying, of your Contributions do not and will not infringe the proprietary rights, including (but not limited to) the copyright, patent, trademark, trade secret or moral rights of any third party.
- You are the creator and owner of (or have the necessary licenses, rights, consents, releases and permissions to use and to authorize us, the App and other users of the App to use) your Contributions in any manner contemplated by the App and this Agreement.
- You have the written consent, release or permission of each and every identifiable individual person in your Contributions to use their name or likeness in your Contributions in any manner contemplated by the App and this Agreement.
- Your Contributions are not false, inaccurate or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of this Agreement, or any applicable law, regulation or rule.
Any use of the App in violation of the foregoing violates this Agreement and may result in, among other things, termination or suspension of your rights to use the App.
By posting your Contributions to any part of the App, or making Contributions accessible to the App by linking your account from the App to any of your social networking accounts, you automatically grant (and you represent and warrant that you have the right to grant) to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial advertising or otherwise, and to prepare derivative works of, or incorporate in other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media or technology now known or hereafter developed, and includes our use of your name, company name or franchise name (as applicable) and any of the trademarks, service marks, trade names, logos, personal or commercial images you provide.
You waive all rights of attribution and other moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the App. you are solely responsible for your Contributions to the App and you expressly agree to exonerate us from any and all responsibility, and to refrain from any legal action against us, regarding your Contributions.
We have the right, in our sole and absolute discretion: (1) to edit, redact or otherwise change any Contributions; (2) to recategorize any Contributions to place them in more appropriate locations in the App; and (3) to prescreen or delete any Contributions at any time and for any reason; in each case, with or without notice. We have no obligation to monitor your Contributions.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information regarding the Services (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Services and any services provided on the Services or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Services, including (but not limited to) intellectual property rights, publicity rights and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
USE OF DATA
You acknowledge that the Company will be able to access and adjust your downloaded App content and your personal information.
You acknowledge that the Company may periodically: (1) collect and use technical data and related information about your device, system, software and peripherals; (2) offer product support; and (3) facilitate software updates. The Company may also use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify you.
We respect the intellectual property rights of others. If you believe that any material available on or through the App infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification may be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on, or linked to by, the App infringes your copyright, you should consider first contacting an attorney.
TERM AND TERMINATION
This Agreement shall remain in full force and effect while you use the App. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APP (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING (WITHOUT LIMITATION) FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS AGREEMENT OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE THE APP OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including (without limitation) pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify or remove the contents of the App at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our App. We also reserve the right to modify or discontinue all or part of the App without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the App.
We cannot guarantee the App will be available at all times. We may experience hardware, software or other problems or need to perform maintenance related to the App, resulting in interruptions, delays or errors. We reserve the right to change, revise, update, suspend, discontinue or otherwise modify the App at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage or inconvenience caused by your inability to access or use the App during any downtime or discontinuance of the App. Nothing in this Agreement will be construed to obligate us to maintain and support the App or to supply any corrections, updates or releases in connection therewith.
This Agreement and your use of the App are governed by, and construed in accordance with, the laws of the State of Washington applicable to agreements made, and to be entirely performed, within the State of Washington, without regard to its conflict of laws principles.
To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 60 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at https://www.adr.org/. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in King County, Washington. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in King County, Washington, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is excluded from this Agreement.
In no event shall any Dispute brought by either Party related in any way to the App be commenced more than 1 year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other proceeding; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to informal negotiations and arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the App that contains typographical errors, inaccuracies or omissions, including descriptions, pricing, availability and various other information. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the information on the App at any time, without prior notice.
THE APP IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE APP WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND YOUR USE THEREOF, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE APP AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO, AND USE OF THE, APP, (3) ANY UNAUTHORIZED ACCESS TO, OR USE OF, OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE APP. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE APP OR ANY APP FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO, OR IN ANY WAY BE RESPONSIBLE FOR, MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR APP. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE 6-MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR US$1,000. CERTAIN STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the App; (3) breach of this Agreement; (4) any breach of your representations and warranties set forth in this Agreement; (5) your violation of the rights of a third party, including (but not limited to) intellectual property rights; or (6) any overt harmful act toward any other user of the App with whom you connected via the App. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.
THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY
The Company represents and warrants that its App will comply with applicable third-party terms of agreement.
Both Apple and Google and their subsidiaries shall be third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, both Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
The Company and the end user acknowledge that the Company (and not the Stores) is responsible for addressing any claims of the end user or any third party relating to the App or the end user’s use of the App, including (but not limited to):
- product liability claims;
- any claim that the App fails to conform to any applicable legal or regulatory requirement; or
- claims arising under consumer protection, privacy or similar legislation.
The Company and the end user acknowledge that, in the event of any third-party claim that the App or the end user’s use of the App infringes on the third party’s intellectual property rights, the Company (and not the Stores) will be solely responsible for the investigation, defense, settlement and discharge or any such intellectual property infringement claim.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES
Using the App, sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications we provide to you electronically, via email and on the App, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE APP. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
You acknowledge and agree that tokens, other assets or services purchased through the App or otherwise from us are subject to terms and conditions which we may revise from time to time. Purchasing any token, other asset or service from us without first providing such acknowledgment and agreement shall constitute a breach of this Agreement. The purchase of any token, other asset or service from us does not grant you any rights other than those that we expressly provide at the time of purchase. In particular, the ownership of a token issued by us does not give you any rights or claims to any of the underlying technologies. The App is only available to users in certain jurisdictions who can use the App in accordance with applicable law. You certify that, when using the App, you will comply with all applicable laws. Without limiting the foregoing, by using the App, you represent and warrant that: (1) you are not located in a country that is subject to a UN, US or EU embargo; and (2) you are not listed on any UN, US or EU list of prohibited, sanctioned or restricted parties. This Agreement applies to the App as well as any services offered by us.
For general inquiries, complaints, questions or claims concerning the App, please contact: [email protected]