Terms of Service

Last Updated: November 27, 2020

Welcome, and thank you for your interest in Gaimz Inc. (“Gaimz,” “we,” or “us”) and our website at www.gaimz.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Gaimz regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CHECKING THE “I ACCEPT” BOX, BY REGISTERING FOR AN ACCOUNT WITH US, OR BY OTHERWISE ACCESSING OR USING THE SERVICE YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING GAIMZ’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND GAIMZ’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY GAIMZ AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE.

Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND GAIMZ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 17.)

Gaimz Service Overview.​

Through the Gaimz Service, content creators and influencers (collectively, “Content Creators”) can create and offer live engagement sessions (“Sessions”) to interact with their fans (“Fans” and together with Content Creators, “Users”) through streaming and gaming on third-party platforms. Content Creators may choose to set a price for entry into Sessions (the “Entry Price”), and may create certain rules for the Session (e.g., mic on/off, no swearing, no bullying, no insults, etc.) (collectively, “Session Rules”). Fans will be able to see the applicable Session Rules in advance of paying an Entry Price for entry into a Session. Content Creators may remove any Fan from a Session that violates the Content Creator’s Session Rules for that Session. Content Creators can also create, join, and manage organizations (“Organizations”) with other Users through the Service.

Eligibility.

You must be at least 13-years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (1) you are at least 13-years old; (2) if you are under 18-years old, you possess the legal consent of your parent or guardian to access and use the Service; (3) you have not previously been suspended or removed from the Service; and (4) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. No part of the Service is directed to persons under the age of 13. IF YOU ARE UNDER THE AGE OF 13, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.

Accounts and Registration.

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, date of birth, and other contact information, as well as your in-game name (“IGN”) and other social media or gamer information (e.g., handles, usernames, etc.). You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a username and provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at partner@gaimz.com.

General Payment Terms.

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars. You must email partner@gaimz.com if you would like to either cancel a Session that you have paid for that has not yet occurred or request a refund for a Session that has already occurred. Any request for a refund must be received by Gaimz within 24 hours of the Session having occurred and must contain a description explaining why you are seeking a refund. Gaimz reserves the right to, in its sole discretion, accept or reject any such requests for a refund. We are not liable for any loss caused by any unauthorized use of your credit card or other method of payment by a third party (such as PayPal) in connection with the Services.

Price.

Gaimz allows its Content Creators to determine the Entry Price that Fans pay to join their Sessions. If you are a Content Creator offering a paid Session, Gaimz will collect a commission on the Entry Prices paid by your Fans. Gaimz will make reasonable efforts to keep pricing and commission information published on the website up to date. We encourage you to check our website periodically for current pricing and commission information. Gaimz may change the commission we collect on the Entry Prices or the pricing for any feature of the Service, including additional fees or charges, which changes will be effective after Gaimz notifies you about them. Gaimz, at its sole discretion, may make promotional offers with different features and different pricing to any of Gaimz’s Users. Gaimz may also make promotional offers with different commission rates to any of Gaimz’s Content Creators. These promotional offers, unless made to you, will not apply to your offer or these Terms.

Availability.

In order to qualify for the Gaimz Partner program, you have to at least accept 50% of the incoming requests from your fans. We need to ensure that fans have the possibility to interact with you once you create sessions, buddy offerings and events.

Authorization.

If you are a Fan paying an Entry Price to join a Session, you authorize Gaimz to charge all sums for the orders that you make and any Session you select as described in these Terms or published by Gaimz, including all transaction fees and applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Gaimz may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

Delinquent Accounts.

Gaimz may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

Licences

Limited License

Subject to your complete and ongoing compliance with these Terms, Gaimz grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.

License Restrictions.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

Feedback.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Gaimz an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

Advertising Partners.

We work with third party advertising partners to show you ads that we think may interest you. Some of our advertising partners are members of the Network Advertising Initiative ​​or the Digital Advertising Alliance​. If you do not wish to receive personalized ads, please visit their opt-out pages to learn about how you may opt out of receiving web-based personalized ads from member companies. You can access any settings offered by your mobile operating system to limit ad tracking, or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps.

Ownership; Proprietary Rights.

The Service is owned and operated by Gaimz. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Gaimz are protected by intellectual property and other laws. All Materials included in the Service are the property of Gaimz or its third-party licensors. Except as expressly authorized by Gaimz, you may not make use of the Materials. Gaimz reserves all rights to the Materials not granted expressly in these Terms.

Third-Party Terms

Third-Party Services and Linked Websites.

Gaimz may provide tools through the Service that enable you to export information, including User Content (as defined below), to third- party services, including through features that allow you to link your account on Gaimz with an account on the third-party service, such as Twitch, Twitter, or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that Gaimz may transfer that information to the applicable third-party service. Third-party services are not under Gaimz’s control, and, to the fullest extent permitted by law, Gaimz is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Gaimz’s control, and Gaimz is not responsible for their content.

Third-Party Software.

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

User Content

Limited License Grant to Gaimz.

By providing User Content to or via the Service, you grant Gaimz a worldwide, non-exclusive, revocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, and you waive any moral rights you may have in User Content. If you would like your User Content removed from the Service, then you may contact Gaimz at partner@gaimz.com to request that User Content be removed, and Gaimz will use commercially reasonable efforts to remove that User Content within 10 days of receiving such request. However, Gaimz’s removal of User Content is not a guarantee that the User Content will be completely or comprehensively deleted.

Limited License Grant to Other Users.

By providing User Content to or via the Service to other Users of the Service, you grant those Users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.

User Content Representations and Warranties.

Gaimz disclaims any and all liability in connection with User Content. You acknowledge that the Service is a passive conduit for User Content and that we do not pre-screen User Content or communications or control, verify, or pay for any User Content or communications. We do not endorse, and specifically disclaim any responsibility or liability for, any User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

  • you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Gaimz and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Gaimz, the Service, and these Terms;
  • your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Gaimz to violate any law or regulation;
  • and your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

User Content Disclaimer.

We are under no obligation to edit or control User Content that you or other Users post or publish, and will not be in any way responsible or liable for User Content. Gaimz may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Gaimz with respect to User Content. If notified by a User or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Gaimz does not permit copyright-infringing activities on the Service.

Monitoring Content.

Gaimz does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by Users. You acknowledge and agree that Gaimz reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Gaimz chooses to monitor User Content or any other content on the Service, Gaimz still assumes no responsibility or liability for such User Content or other content or any loss or damage incurred as a result of the use of such User Content or other content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

Communications

Email.

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Text Messages.

Gaimz and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include marketing and operational messages about your use of the Service. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF ALL MESSAGES FROM GAIMZ, YOU CAN EMAIL PARTNER@GAIMZ.COM OR UPDATE YOUR ACCOUNT SETTINGS TO NO LONGER RECEIVE TEXT MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE.

Push Notifications.

When you install our app on your mobile device or on your desktop, you agree to receive push notifications, which are messages an app sends you on your mobile device or on your desktop when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page or updating your desktop notification settings.

Prohibited Conduct.

BY USING THE SERVICE, YOU AGREE NOT TO:

  • as a Fan, violate any Session Rules for a Session you have joined, and, as a Content Creator, remove any Fan from a Session on the premise that such Fan violated your Session Rules if that Fan did not violate your Session Rules;
  • use the Service that violate publisher’s, activation’s, or developer’s Third-Party terms that your session’s content is hosted upon or utilizing, such as, but not limited to: “boosting” another user’s account, impersonating another person, business or entity, altering a Third- Party’s proprietary rights, spamming chat, or cheating.
  • use the Service for any illegal purpose or in violation of any local, state, national, or international law;
  • harass, threaten, demean, embarrass, or otherwise harm any other User of the Service;
  • violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
  • interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
  • interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
  • perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, falsifying your age or date of birth, or falsifying a social media account or IGN;
  • sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
  • attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

Copyright and Intellectual Property Protection

DMCA Notification.

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address: Gaimz, Inc. 2219 Main St Unit #281 Santa Monica, CA 90405 United States 415 854 7803 Email: partner@gaimz.com

Content of Notification.

  • Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of the material that you claim is infringing and where it is located on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • and a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf

Repeat Infringers.

Gaimz will promptly terminate the accounts of Users that are determined by Gaimz to be repeat infringers.

Modification of Terms.

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

Term, Termination and Modification of the Service

Term.

These Terms are effective beginning when you accept the Terms or first register for, access, or use the Service, and ending when terminated as described in Section 13.2.

Termination.

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminates. In addition, Gaimz may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time through your account settings or by contacting customer service at partner@gaimz.com.

Effect of Termination.

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Gaimz any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 13.3, 14, 15, 16, 17 and 18 will survive.

Modification of the Service.

Gaimz reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Gaimz will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

Indemnity.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Gaimz, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Gaimz Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Effect of Termination.

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Gaimz any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 13.3, 14, 15, 16, 17 and 18 will survive.

Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. GAIMZ DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON- INFRINGEMENT; AND (2) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. GAIMZ DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND GAIMZ DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR GAIMZ ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE GAIMZ ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Gaimz does not disclaim any warranty or other right that Gaimz is prohibited from disclaiming under applicable law.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE GAIMZ ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY GAIMZ ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN SECTION 17.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE GAIMZ ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID THROUGH GAIMZ FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (2) $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Dispute Resolution and Arbitration

Generally.

In the interest of resolving disputes between you and Gaimz in the most expedient and cost effective manner, and except as described in Sections 17.2 and 17.3, you and Gaimz agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GAIMZ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Effect of Termination.

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Gaimz any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 13.3, 14, 15, 16, 17 and 18 will survive.

Exceptions.

Despite the provisions of Section 17.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out.

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Gaimz, Inc.,2219 Main St Unit #281 Santa Monica, CA 90405 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Gaimz receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt- Out Notice.

Arbitrator.

Any arbitration between you and Gaimz will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778- 7879, or by contacting Gaimz. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice of Arbitration; Process.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Gaimz’s address for Notice is: Gaimz Inc., 2219 Main St Unit #281 Santa Monica, CA 90405. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Gaimz may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Gaimz must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Gaimz in settlement of the dispute prior to the award, Gaimz will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

Fees.

If you commence arbitration in accordance with these Terms, Gaimz will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Delaware, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Gaimz for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions.

YOU AND GAIMZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Gaimz agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision.

If Gaimz makes any future change to this arbitration provision, other than a change to Gaimz’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Gaimz’s address for Notice of Arbitration, in which case your account with Gaimz will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability.

If Section 17.7 or the entirety of this Section 17 is found to be unenforceable, or if Gaimz receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 will govern any action arising out of or related to these Terms.

Miscellaneous

General Terms.

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Gaimz regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law.

These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Gaimz submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Delaware for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

Privacy Policy.

Please read the Gaimz Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Gaimz Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Additional Terms.

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Consent to Electronic Communications.

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact Information.

The Service is offered by Gaimz, Inc., located at 2219 Main St Unit #281 Santa Monica, CA 90405 United States. You may contact us by sending correspondence to that address, by emailing us at partner@gaimz.com, or through Discord at https://discord.gg/Gae8pwUS.

Notice to California Residents.

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

No Support.

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

International Use.

The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.