Terms of Service
Welcome to Gamelocker. Please read on to learn the rules and restrictions that govern your use of our website, offerings, products, services, applications and the proprietary web-based software platform that aggregates video game data into a comprehensive database (collectively, the “Services”). If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at firstname.lastname@example.org.
These Terms of Service (the “Terms”) are a binding contract on you and Gamelocker, Inc. (“Gamelocker,” “we” and “us”) (the “Agreement”). You must agree to and accept all Terms, or you do not have the right to use or access the Services. By clicking on the “Accept” button, or using the Services in any way, you agree to all of these Terms, and these Terms will remain in effect while you use the Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on behalf of that organization or entity and bind them to these Terms (in which case, the references to “you” and “your,” refer to that organization or entity (except for in this sentence)). You agree that your use of the Services, and all activity under your account, will comply with these Terms.
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. You acknowledge that, subject to the terms and conditions of this Agreement, Gamelocker may change the features and functionality of the Services altogether, but will use commercially reasonable efforts to notify you before we eliminate material features or functionalities of the Services by sending an e-mail to the address that you provided to us. If you do not agree with such changes, you may terminate this Agreement without penalty by providing Gamelocker with written notice of such election prior to such modification taking effect. Your continued use of the Services after any changes means that you agree to all of the changes.
You will be required to sign up for an account using your email address and password (“Gamelocker User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself or your company. You must not select a Gamelocker User ID username that you do not have the rights to use, or another person’s name with the intent to impersonate that person. You cannot transfer your Gamelocker account to anyone else without our prior written permission. You cannot use the Services unless you are at least of legal age to form a binding contract. You agree to not share your account or password with anyone, and you must protect the security of your account and password. You agree to reset your password if there is any unauthorized activity associated with your account. If this activity continues, you agree to immediately notify Gamelocker. Remember that you are exclusively and fully responsible for any activity associated with your account, and that all such activity complies with these Terms.
Subject to these Terms, Gamelocker will use commercially reasonable efforts to provide the Services to you. Gamelocker may provide the Services to you directly, or indirectly, using contractors or third-party vendors or service providers. You acknowledge, however, that there may be times in which Gamelocker is unable to provide the Services for a variety of reasons. Gamelocker is not responsible for any failure in the Services caused by your computer system, or any unauthorized access, hacking, computer virus, force majeure, or scheduled maintenance, any third party offering, network, subscription, plug-in, service, equipment or telecommunications, or any other failure outside of Gamelocker’s control.
Gamelocker may suspend or discontinue the Services, or we may introduce new features, or impose limits on those features. We will try to notify you in advance of a material change to the Services that will adversely affect you, but this is not always practicable. By using the Services, you also agree to waive all claims against Gamelocker with respect to any event concerning the foregoing.
Please note that Gamelocker offers commercial licenses to the Services that include custom features, dedicated service, support, additional functionality and high performance guarantees. Please contact email@example.com for more information.
Subject to these Terms, you may access and use the application programming interface(s) and related information (which may consist of software, data, functions, features, code, instructions and/or other technology) currently accessible through the Services (the “Gamelocker API”) solely in connection with your access, use, transmission, modification or display of the Game Data transmitted by or through the Gamelocker API. You acknowledge that information and data transmitted, including, without limitation, Game Data, by or through the Gamelocker API (“API Data”) may be analyzed or used by us so that we can better understand how the Gamelocker API is used and how to improve our technology. Provided that you satisfactorily complete the User Registration process and other documentation or agreements as Gamelocker may require, Gamelocker, in its sole discretion, may issue you a unique developer key to the Gamelocker API (“API Key”). You acknowledge that you are prohibited from obtaining, using, or receiving any benefit from the deployment of more than one API Key by any means or method, including, without limitation, creating multiple Gamelocker User ID accounts, or the use or control of any software, application, script, bot, or other programs to access the Gamelocker API. Subject to the terms and conditions of this Agreement, Gamelocker hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable, fully paid up, worldwide right and license to use the Gamelocker API to access the API Data for non-commercial purposes to create, innovate and improve upon such API Data to create Work Product Improvements (defined below), but not copy, store or retain the API Data on a stand-alone basis for more than thirty (30) days after your last permitted access to such API Data.
You hereby grant Gamelocker or its third party service provider the right to audit the materials and information that you have received or created in connection with your use or access to the Services to verify your compliance with these Terms from time-to-time during regular business hours.
You agree to not, directly or indirectly, act in any capacity in or with respect to any commercial activity that competes or is reasonably likely to compete with Gamelocker’s Services anywhere in the United States of America, at any time during which your API Key remains active or for a period of one (1) year after the date of your last access to any API Data, whichever is longer. You agree that the restrictions set forth this section are intended to protect Gamelocker’s interest in its proprietary information, intellectual property rights, established relationships and goodwill with its business partners. You further agree that such restrictions are reasonable and appropriate for such purposes. If at any time the terms of this section are deemed invalid or unenforceable or are prohibited by the laws of the state or place where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement. You and Gamelocker agree that the provisions of this section, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included.
Gamelocker will provide you with support in the event that you need assistance using or accessing the Services, in accordance with its standard practices and protocols. You acknowledge that Gamelocker may charge you in accordance with its then-current policies for support services. Gamelocker will try to respond to your support requests and endeavor to resolve these issues, but please note that response times and outcomes will vary depending on several factors.
RESTRICTIONS ON USE
You agree that you will only use the Services, which includes the Gamelocker API, in a way that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you are not authorized to use the Services. We cannot and will not be responsible for your using the Services in a way that breaks any law. In addition, you represent and warrant and agree that you will not contribute any Game Data (which is defined below) or otherwise use the Services or interact with the Services in any way that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including Gamelocker);
- Violates any law or regulation, including any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) Jeopardizes the security of your Gamelocker account or anyone else’s (such as allowing someone else to log in to the Services as you);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- Copies or stores any Game Data or portion of thereof without authorization for more than thirty (30) days;
- Contains software viruses, or any other computer codes, files, or software that may disrupt, damage, limit, tamper or interfere with the proper function of the Services, or to gain unauthorized access to any system, data, password, or information of Gamelocker or any user or third party;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;
- Distributes any unwanted commercial solicitations, adware, spyware, or to sponsor any contest, sweepstakes or other promotion;
- Using the Services (or making any attempt) to communicate with other users of any game based upon the Game Data or API Data;
- Collect, use, store or disclose any Game Data in such a manner that reveals the name, location, email address, or other personal contact information of any third party, including, without limitation, the players of any particular game;
- Resells, rents, leases, uses for timesharing or service bureau purposes any API Data;
- Uses any Game Data or API Data to calculate, analyze, infer or conclude the size, activity, number of users or any other metric concerning other users, sales or financial information; or
- Is not expressly permitted by these Terms.
You agree any actual or threatened violation of any of the foregoing is grounds for immediate termination of your right to use or access the Services.
You acknowledge that Gamelocker may limit your usage of the Gamelocker API, including, without limitation, the number of network calls, the maximum file size, the types of Game Data that may be accessed, and anything else that might be contained within the Gamelocker API.
You acknowledge that any data, metadata, user profiles, user gameplay history, statistics, team information, other information, software, graphics, photos, videos, sounds, interactive features and other materials that you may view, access, store, copy, transmit or manipulate by or through the Services (collectively, “Game Data”) is provided to you “as-is” and “as-available”. You acknowledge that your access and use of all Game Data is at your own risk and Gamelocker will not censor, monitor or edit the Game Data. Gamelocker does not and cannot control (and has no duty to take any action regarding) how you use the Game Data, or what actions you may take or be unable to take as a result of the Game Data or your inability to access or use the Game Data.
Please note that Game Data is protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in or displayed on the Game Data you access through the Services. Also, you agree not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Game Data not owned by you, (i) without the prior consent of the owner of that Game Data or (ii) in a way that violates someone else’s (including Gamelocker’s) rights. Gamelocker reserves the right to delete or disable your access to Game Data, and to terminate the accounts of alleged infringers.
You must clearly and conspicuously identify the source of any and all Game Data that you have received from Gamelocker, including, without limitation, the placement of an attributive logo, statement or design identifying that such Game Data was provided by Gamelocker. Any use of the Game Data that Gamelocker deems to be unacceptable, for any reason (or no reason at all) shall be deemed a violation of these Terms and Gamelocker, may, at its sole discretion, terminate all licenses granted to you herein and discontinue your access to the Gamelocker API.
It is recognized and understood that, as between us, the Services, including any API Data, Game Data, inventions, upgrades, patches, concepts, technologies, algorithms, trade secrets, confidential information, data and know-how that are made, conceived, embodied or reduced to practice, in whole or in part, from the Services (collectively, “Gamelocker IP”) is the sole and exclusive property of Gamelocker. You hereby make all assignments to Gamelocker as are necessary to accomplish the foregoing ownership.
Your Work Product Improvements
You shall own the work product that you create based upon your compliant access and use of the API Data by or through the Services (“Work Product Improvements”). Work Product Improvements specifically exclude the Gamelocker IP. To the extent that you make any Work Product Improvements, you hereby grant Gamelocker a non-exclusive, royalty-free, fully paid up, sublicensable, transferable, perpetual license to use any and all Work Product Improvements in order to better understand, analyze, and/or market the Services or other offerings, but not on a stand-alone basis. You agree to indemnify and hold Gamelocker harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys' fees) arising out of any use or disclosure of Gamelocker IP in violation of these terms or as required for Gamelocker to comply with any legal, regulatory or similar requirement or investigation.
Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Gamelocker (and its licensors) shall retain all right, title and interest in and to the Services (including all intellectual property and proprietary rights embodied therein). You shall not take any action inconsistent with such rights.
You shall not alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice. User Data means any data or other information provided to Gamelocker by or on behalf of a user in connection with the use of any of the Services or in the course of Gamelocker’s provision of the Services.
Work Product Improvement Similarities
You acknowledge that Gamelocker’s other users, as well as, its own affiliates, suppliers and licensors, may develop, create, make or have made their own Work Product Improvements through their own use of the Services that may be substantially similar to a Work Product Improvement that you create , based on a similarity of code, function, appearance, feature or other characteristics. You agree that any similarity to your Work Product Improvement in terms of function, code or other characteristics will not be deemed to violate in any manner any of your rights, and that any such characteristics are coincidental in nature.
TERM AND TERMINATION
This Agreement shall become effective as of the date upon which you accept these Terms and shall continue in effect until either party terminates this Agreement or deactivates their account. Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and remedies for breach of this Agreement shall survive, and (b) Gamelocker may, but shall not be obligated to, delete User Data.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. GAMELOCKER DOES NOT WARRANT THAT THE SERVICES WILL MEET ANY REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, GAMELOCKER HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS AND LICENSORS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
LIMITATION OF LIABILITY
EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL GAMELOCKER BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100.00), EVEN IF GAMELOCKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Gamelocker may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. All waivers must be in a writing signed by an authorized representative of the party against whom the applicable waiver is being enforced. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Gamelocker agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Gamelocker, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Gamelocker, and you do not have any authority of any kind to bind Gamelocker in any respect whatsoever.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Gamelocker’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent.
You agree to indemnify and hold Gamelocker, its licensors, affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. The sole and exclusive jurisdiction and venue for any dispute related to this Agreement will be the state or federal courts located in New York having jurisdiction over Gamelocker's home office, and both parties hereby consent to such jurisdiction. Gamelocker shall be entitled to recover any and all fees, expenses, costs and disbursements from you that it incurs in enforcing or defending its rights under this Agreement, including enforcing any judgment obtained.
The API Terms, Proprietary Rights, Game Data, Confidentiality, Payments, Disclaimers, Limitation of Liability and Termination sections, and this Miscellaneous section will survive any termination of this Agreement.