**Any Service Agreement or any other terms and conditions governing products or services accessed or purchased from MaxPlay will be governed by those terms. **
Your MaxPlay account provides you with access to The Core. In accessing, participating in, or otherwise using The Core, you agree not to: (a) use any part of The Core to post, send or store infringing, obscene, pornographic, threatening, libelous, or otherwise unlawful or tortious Content or other material, including material harmful to children or in violation of third party privacy rights, (b) use any part of The Core to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, (c) interfere with or disrupt the integrity or performance of The Core or the data contained therein or block or disrupt any use or enjoyment of The Core by any third party, (d) attempt to gain unauthorized access to The Core or its related systems or networks, (e) remove or obscure any copyright, trademark or other proprietary notices, legends or MaxPlay branding contained in or on The Core, (f) work around any technical limitations in The Core, (g) use any part of The Core to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws. In addition, you agree that you will not, under any circumstances, post or upload any code or software provided or otherwise made available to you by MaxPlay to The Core. Please be respectful of your fellow users when using any commenting or discussion enabled functions in The Core; we ask that you refrain from personal attacks, name-calling and other rude or disrespectful conduct. If you see disrespectful conduct or inappropriate Content in any of the discussions, comments, or forums in the Core, we ask that you refrain from replying and flag it using the available flagging buttons, or if no flagging buttons are available, notify MaxPlay.
a. Definition. “Confidential Information” means any information, data, or other materials provided by MaxPlay (or on behalf of MaxPlay) to you and other users through The Core, including but not limited to information regarding new or intended functionality or features of the MaxPlay services. Confidential Information shall not, however, include any information that is or becomes generally available or known to the public (not including other members and users of The Core or the MaxPlay services) other than as a result of your violation of this Agreement.
b. Non-Use and Non-Disclosure. You agree to (a) hold the Confidential Information in confidence and not disclose the Confidential Information to any third party, (b) use the Confidential Information only for the purpose of personally or internally (if you are an entity) evaluating such Confidential Information (the “Purpose”), (c) reproduce the Confidential Information only to the extent necessary to accomplish the Purpose, and (d) not copy, reverse engineer, decompile or disassemble any Confidential Information except as required to accomplish the Purpose; provided that you shall reproduce MaxPlay's proprietary rights notices on any such copies, in the same manner in which such notices were set forth in or on the original. You shall promptly notify MaxPlay of any use or disclosure of its Confidential Information in violation of this Agreement of which you become aware. Notwithstanding the foregoing, this Agreement does not prevent you from posting User Content within The Core regarding the Confidential Information for the purpose of discussion and critique with other Forum users.
c. Permitted Disclosure. If you are an entity, you agree that you shall only disclose Confidential Information to those employees, agents, consultants, and contractors who have a “need-to-know” such information in order to accomplish the Purpose, and who have agreed to be bound by confidentiality and non-use terms at least as protective of MaxPlay’s Confidential Information as the terms of this Agreement. You agree to be liable for any breach of this Agreement by your employees, agents, consultants, and contractors.
e. Equitable Remedies. Due to the unique nature of MaxPlay’s Confidential Information, you acknowledge and agree there can be no adequate remedy at law for any breach of its obligations hereunder, which breach will result in irreparable harm to MaxPlay, and therefore, that upon any such breach or any threat thereof, MaxPlay shall be entitled to temporary, preliminary and permanent injunctive relief against you without the requirement of posting a bond or proving actual damages, in addition to whatever remedies it might have at law.
a. License to User Content. You grant MaxPlay a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right and license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display, your User Content (in whole or in part) for the sole purpose of operating and providing The Core to you. You understand and agree that other users may search for, see, use, modify and reproduce any of your User Content. You warrant that you are the owner or holder of all intellectual property rights in and to your User Content and have the authority to grant the rights granted to MaxPlay herein. You will at all times ensure that your Content complies with the terms of this Agreement. You will ensure that you Content is not named in a manner that misleads your readers into thinking that you are another person or company; and you represent and warrant that you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by MaxPlay or otherwise.
b. No Obligation. You understand and agree that MaxPlay has no obligation to pre-screen User Content, however, we reserve the right to pre-screen, refuse or remove any User Content in our sole discretion. You understand and agree that you have no expectation of privacy concerning the transmission of your User Content. We have no obligation to remove your Content from The Core, even if you request that we do so. We also have no obligation to store any of your User Content and no responsibility or liability for the deletion or accuracy of any User Content, including the failure to store, transmit or receive transmission of your User Content.
c. Third Party Websites. The Forums may contain or be linked to third party websites, information, or content that is not hosted, created, or owned by MaxPlay (“Third Party Websites”). We have no obligation to review the information contained on such Third Party Websites. You understand and agree that MaxPlay has no control over Third Party Websites and is not responsible and has no liability for their contents or their use. By linking to a Third Party Website, MaxPlay does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content that may be contained on such Third Party Websites.
You may from time to time provide suggestions, comments or other feedback with respect MaxPlay’s products or services (“Feedback”). Both Parties agree that all Feedback is and shall be given entirely voluntarily. Notwithstanding anything else to the contrary herein, MaxPlay shall be free to disclose, reproduce, license or otherwise distribute and use any Feedback as it sees fit, entirely without obligation or restriction of any kind.
Except with respect to your User Content, you agree that MaxPlay owns all rights, title and interest in and to The Core, Confidential Information, and MaxPlay’s other content on The Core. These Terms do not grant you any rights to use the MaxPlay trademarks, logos, domain names, or other brand features. Nothing in this Agreement is intended to or shall grant any rights to either party under any patent, copyright, trademark trade secret or other intellectual property right of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information except as expressly set forth herein.
YOUR USE OF THE FORUM IS AT YOUR OWN RISK. MAXPLAY PROVIDES THE DISCUSSIONS WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE ALSO DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MAXPLAY MAKES NO WARRANTY OR CONDITION THAT THE DISCUSSIONS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. MAXPLAY MAKES NO WARRANTY OR CONDITION THAT RESULTS OBTAINED FROM YOUR USE OF THE DISCUSSIONS WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE DISCUSSIONS WILL BE CORRECTED. MAXPLAY WILL HAVE NO RESPONSIBILITY FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE DISCUSSIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU IN CONNECTION WITH YOUR USE OF THE DISCUSSIONS SHALL CREATE ANY WARRANTY OF ANY KIND. FROM TIME TO TIME, MAXPLAY MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH YOU AND OTHER USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME AT OUR SOLE DISCRETION.
You will defend and indemnify MaxPlay against any third party claim or action brought against MaxPlay to the extent based on the allegation that your Content infringes the intellectual property rights of such third party; you will pay any settlements that that you agree to or final judgments awarded to the third party claimant by a court of competent jurisdiction.
By accessing The Core, you acknowledge that you are solely liable and responsible for how you use The Core, as well as any damages that may result from the disclosure of your User Content. You also acknowledge that it is possible that you will be exposed to User Content from others that you may consider offensive, indecent, or otherwise objectionable. Views expressed on The Core do not necessarily reflect MaxPlay’s views. MaxPlay does not endorse User Content posted by you or others. Certain User Content from others may be incorrectly labeled, rated, or categorized. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MAXPLAY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT MAXPLAY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. MAXPLAY’S AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE DISCUSSIONS WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS (U.S. $50). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
This Agreement shall be effective as of the date you first access The Core and continue for the duration of your use. We reserve the right to suspend or cease providing The Core or any portion of The Core, at any time, with or without cause, and with or without notice. We may also immediately suspend or terminate your use of The Core if you do not comply with this Agreement, or if you use The Core in any way that could cause us legal liability or disrupt others’ use of The Core. Any termination or suspension of The Core pages or your use thereof shall immediately terminate this Agreement. If you wish to terminate this Agreement, or your MaxPlay account associated with The Core, you may simply discontinue accessing The Core.
We respect the intellectual property of others, and we ask you do the same. It’s our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the Accounts of users of The Core who may infringe or repeatedly infringe the copyrights or other intellectual property rights of MaxPlay and/or others. If you are a copyright owner or an agent thereof and believe any content on The Core infringes your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) by providing notice to our Designated Copyright Agent (“Designated Copyright Agent”) containing the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. MaxPlay’s Designated Copyright Agent to receive notifications of claimed infringement is:
Maximum Play, Inc.
Attn: Copyright Issues
74 Tehama St.
San Francisco, CA 94107
Please send only DMCA notices to our Designated Copyright Agent. You acknowledge that if you don’t comply with all of the requirements of this Section, we may not be able to properly process or address your DMCA notice.
MaxPlay reserves the right to display advertisements on your Content.
Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party; however, either party may assign or transfer this Agreement in connection with a merger, acquisition, sale of substantially all its assets or other such corporate reorganization. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This agreement shall be governed by the laws of the State of California, without reference to its conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. The parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement.
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This document was last updated June 24, 2016.