iGP Manager
TERMS OF SERVICE AGREEMENT

iGP Manager (hereinafter referred to as “Game”) is an online subscription based computer game developed and operated by iGP Games.  In this agreement, “iGP Games” means iGP Games Limited incorporated under the Companies Act 2006 (Company Number 7570695) and having its registered address at Third Floor, 207 Regent Street, London, W1B 3HH; “you” and “your” mean the user of the computer on which the Game will be or has been accessed or installed.  All portions of this Terms of Service Agreement are valid regardless of which entity of iGP Games is providing the Game to you.

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THIS "AGREEMENT") CAREFULLY.  BY CLICKING THE "ACCEPT" BUTTON BELOW, OR BY PARTICIPATING IN THE GAME, OR BY USING THE igpmanager.com WEBSITE (THE “SITE”), YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, CLICK ON THE BUTTON THAT INDICATES THAT YOU DO NOT AGREE TO ACCEPT THE TERMS OF THIS AGREEMENT (IF APPLICABLE) AND DO NOT PARTICIPATE IN THE GAME OR USE THE SITE.

Please note that in using the Site and/or the Game, you may be required to provide iGP Games with certain personally identifiable information, retention and use of which are subject to the iGP Games Privacy Policy  (the “Privacy Policy”), incorporated herein by reference.  Your use of the Site and/or the Game signifies that you have read, understand and are contractually bound by the terms of the Privacy Policy.

I. LIMITED USE LICENSE

The Site and the Game are available for use only by authorised end users in accordance with the terms and conditions set forth in this Agreement.  Your rights to use the Game software (the “Software”) are defined in and subject to the terms and conditions of the Game End User License Agreement (the “EULA”) , which is incorporated herein by reference, in addition to this Agreement.  The Site, the Game and the Software if any are made available (collectively, the “Intellectual Properties”) are provided for your individual, non-commercial, entertainment purposes only.  Except as may be expressly permitted by iGP Games, you may not sell, copy, exchange, transfer, publish, assign or otherwise distribute anything you copy or derive from the Intellectual Properties.

II. REQUIREMENTS

In using the Site, you acknowledge that you have read, understand and agree with the terms of this Agreement. In order to participate in the Game, you must also: (i) read, understand and agree to the EULA; (ii) install a valid copy of the Software; (iii) register for an account in the Game (an “Account”); and (iv) meet the hardware and connection requirements published on the Site. These requirements may change as the Game evolves.  You are wholly responsible for the cost of all internet connection fees, along with all equipment, servicing, or repair costs necessary to allow you access to the Game. 

III. ACCOUNT INFORMATION

A. General.  While some elements of the Site may be generally accessed by the public, certain aspects of the Site (e.g. posting in the Forums, as defined below) as well as participation in the Game requires you to create an Account by providing iGP Games with certain personal information, specifically, your email address and date of birth.  You agree that you will supply accurate and complete information to iGP Games, and that you will update that information promptly after it changes.  All of the information you provide to iGP Games will be governed by the terms and conditions of this Agreement and the Privacy Policy.  The information will be used by iGP Games for a variety of internal purposes, including without limitation, to maintain the Account, to ensure that your Account is unique, to deal with security, debugging and technical support issues, and for possible payment-related issues.  You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, iGP Games reserves the right to terminate this Agreement, your Account, and/or your use of the Game.  Please note that in utilizing certain areas of the Site (e.g. purchasing merchandise) or the Game (e.g. purchasing a subscription)), you will be requested to provide additional information in order to complete a purchase, such as your name, address and credit card information. This information is provided solely to a third party payment provider, and none of this information is collected or stored by iGP Games.

B. Eligibility.  Only “natural persons,” as opposed to any kinds of legal entities (e.g., corporations, limited liability companies, and/or partnerships), shall have the privilege of establishing an Account.  By entering into this Agreement and creating an Account, you represent that you are an adult and have the legal capacity to enter into a contract in the jurisdiction where you reside.  You agree to comply with this Agreement on behalf of yourself and, at your discretion, any minor children for whom you are the parent or legal guardian and whom you have authorised to play the Game using your Account.  You further agree that you are entirely liable for all activities conducted through your Account, and are responsible for ensuring that you and/or your child is aware of, understands, and complies with the terms of this Agreement and any and all other iGP Games rules, policies, notices and/or agreements. 

THE SITE AND THE GAME ARE NOT DIRECTED AT CHILDREN UNDER 13 YEARS OF AGE, NOR DOES iGP Games KNOWINGLY COLLECT INFORMATION FROM CHILDREN UNDER 13.  IF YOU ARE UNDER 13, PLEASE DO NOT SUBMIT ANY PERSONALLY IDENTIFIABLE INFORMATION TO iGP Games.

C. Login Credentials.  In creating an Account, you will be required to select a unique username and password (collectively, “Login Credentials”), which you will use each time you access the Game.  You may not share your Account with anyone other than as expressly set forth herein, and you are entirely responsible for maintaining the confidentiality of your Login Credentials and for any and all activities (including purchases and charges, as applicable) that are conducted through your Account.  Please notify iGP Games immediately if you become aware of any breach of security, including any loss, theft or unauthorised disclosure of your Login Credentials. 

D. Account Sales.  The Account supplied to you is personal to you, and iGP Games does not recognise and expressly forbids the transfer of user Accounts.  You shall not purchase, sell, gift or trade any Account, or make any such offer, and any attempt shall be null and void.  Any distribution by you of your Account and/or your Login Credentials (except as expressly provided herein or otherwise explicitly approved of by iGP Games) may result in suspension or termination of your Account. 

E. Suspension/Termination.

(1)     By iGP Games.  iGP Games RESERVES THE RIGHT TO SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE TO YOU, AND WITH NO LIABILITY OF ANY KIND TO YOU.  Additionally, iGP Games may stop offering and/or supporting the Game at any time.  For purposes of explanation and not limitation, most Account suspensions, terminations and/or deletions are the result of violation of this Agreement, the EULA or the Privacy Policy.  Accounts terminated by iGP Games shall not be reinstated under any conditions whatsoever. 

(2)     By You.  You may terminate your Account at any time, for any reason or no reason, by contacting the iGP Manager Helpdesk.

IV. OWNERSHIP

A. Intellectual Property.  All rights and title in and to the Intellectual Properties, and all content included therein (including, without limitation, user Accounts, computer code, titles, objects, artifacts, characters, character names, locations, location names, stories, story lines, dialogue, catch phrases, artwork, graphics, structural or landscape designs, animations, sounds, musical compositions and recordings, audio-visual effects, character likenesses, and methods of operation) are owned by iGP Games or its licensors.  The Intellectual Properties, and all content therein are protected by English and other international intellectual property laws.  iGP Games and its licensors reserve all rights in connection with the Intellectual Properties, including, without limitation, the exclusive right to create derivative works therefrom.  You agree that you will not create any work of authorship based on the Intellectual Properties except as expressly permitted by iGP Games.  Additionally, except as otherwise set forth in this Section IV.A, iGP Games does not authorise you to make any use whatsoever of any iGP Games trademarks, service marks, trade names, logos, domain names, taglines, and/or trade dress (collectively, the "iGP Games Marks") under any circumstances without a written license agreement.  Any reproduction, redistribution, or modification of the Intellectual Properties, or use of the Intellectual Properties not in accordance with the EULA or this Agreement, is expressly prohibited by law and may result in severe civil and criminal penalties.

B. Game Assets and Virtual Items.  When using the Game, you may accumulate in-Game assets associated with your Account, including, without limitation, objects, artifacts, currency, items, equipment, facilities, privileges and/or other value or status indicators (“Game Assets”) that reside on servers operated by iGP Games as data.  You acknowledge and agree that such Game Assets are accumulated as part of your Account and therefore you shall have no ownership or other property interest in any of those Game Assets.  You further acknowledge and agree that iGP Games has the right, but not the obligation, to delete, alter, move, remove, or transfer any and all Game Assets, in whole or in part, at any time and for any reason, with or without notice to you, and with no liability of any kind to you.  iGP Games does not provide or guarantee, and expressly disclaims any value, cash or otherwise, attributed to any data residing on servers operated by iGP Games, including without limitation the Game Assets associated with your Account.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE VIRTUAL ITEMS YOU ACQUIRE HAVE NO MONETARY VALUE AND CANNOT BE REDEEMED FOR CASH.  NO REFUNDS WILL BE MADE FOR THE PURCHASE OF VIRTUAL ITEMS .  Some Virtual Items you obtain may have expiration dates while others do not, and each Virtual Item you obtain will be included in your Account until the earlier of that Virtual Item’s expiration date, or your Account’s expiration or termination date, or such date when iGP Games ceases to offer or support the Game. 

The sale or transfer of Virtual Items between users may only be conducted via services approved of and provided by iGP Games, if any, and iGP Games may terminate any Account that acts in contravention of this prohibition. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF iGP Games.  YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO CLAIM, RIGHT, TITLE, OWNERSHIP OR OTHER PROPRIETARY INTEREST IN THE GAME ASSETS OR VIRTUAL ITEMS THAT YOU ACQUIRE, REGARDLESS OF THE CONSIDERATION OFFERED OR PAID IN EXCHANGE FOR VIRTUAL ITEMS.  FURTHERMORE, iGP Games SHALL NOT BE LIABLE IN ANY MANNER FOR THE DESTRUCTION, DELETION, MODIFICATION, IMPAIRMENT, “HACKING,” OR ANY OTHER DAMAGE OR LOSS OF ANY KIND CAUSED TO THE GAME ASSETS, VIRTUAL ITEMS OR RIOT POINTS, INCLUDING BUT NOT LIMITED TO THE DELETION OF GAME ASSETS OR VIRTUAL ITEMS UPON THE TERMINATION OR EXPIRATION OF YOUR ACCOUNT.

V. CODE OF CONDUCT

While using any of the Intellectual Properties, you agree to comply with all applicable laws, rules and regulations.  You also agree to comply with certain additional rules that govern your use of the Intellectual Properties (the "Code of Conduct"). The Code of Conduct is not meant to be exhaustive, and iGP Games reserves the right to modify this Code of Conduct at any time, as well as take appropriate disciplinary measures including Account termination and deletion to protect the integrity and spirit of the Intellectual Properties, regardless of whether a specific behaviour is listed here as prohibited.  The following are examples of behaviour that warrant disciplinary measures:

A.  Impersonating any person, business, or entity, including an employee of iGP Games, or communicating in any way that makes it appear that the communication originates from iGP Games;

B. Posting identifying information about yourself, or any other user, to the Site or within the Game;

C. Harassing, stalking, or threatening any other users in the Game;

D. Removing, altering or concealing any copyright, trademark, patent or other proprietary rights notices of iGP Games contained in the Site and/or the Game.  You also may not transmit content that violates or infringes the rights of others, including without limitation, patent, trademark, trade secret, copyright, publicity, or other proprietary rights;

E. Transmitting or communicating any content which, in the sole and exclusive discretion of iGP Games, is deemed offensive, including, but not limited to, language that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable;

F. Transmitting or facilitating the transmission of any content that contains a virus, corrupted data, trojan horse, bot keystroke logger, worm, time bomb, cancelbot or other computer programming routines that are intended to and/or actually damage, detrimentally interfere with, surreptitiously intercept or mine, scrape or expropriate any system, data or personal information;

G. Spamming chat, whether for personal or commercial purposes, by disrupting the flow of conversation with repeated postings of a similar nature;

H. Participating in any action which, in the sole and exclusive judgement of iGP Games, "exploits" an undocumented aspect of the Game in order to secure an unfair advantage over other users;

I. Participating in any action which, in the sole and exclusive judgement of iGP Games, defrauds any other user of the Game, including, but not limited to, by "scamming" or "social engineering;”

J. Using any unauthorised third party programs, including but not limited to "mods," "hacks," "cheats," "scripts," "bots," "trainers," and automation programs, that interact with the Software in any way, for any purpose, including, without limitation, any unauthorised third party programs that intercept, emulate, or redirect any communication between the Software and iGP Games and any unauthorised third party programs that collect information about the Game by reading areas of memory used by the Software to store information;

K. Accessing or attempting to access areas of the Game or Game servers that have not been made available to the public;

L. Selecting a Game Name that is falsely indicative of an association with iGP Games, contains personally identifying information, infringes on the proprietary rights of third parties, or that is offensive, defamatory, vulgar, obscene, sexually explicit, racially, ethnically, or otherwise objectionable. You may not use a misspelling or an alternative spelling to circumvent this restriction on Game Name choices.  iGP Games may modify any name which, in the sole and exclusive judgement of iGP Games, violates this provision without further notification to you, and may take further disciplinary measures, including Account termination, for repeated violations;

VI. USER CONTENT

A. Ownership.  “Content” means any communications, including ideas and suggestions, images, sounds, and all the material and information that you upload or transmit through the Site or the Game, or that other users upload or transmit, including, without limitation, any Forum (defined below) postings and/or the in-Game real-time interactive chat text (“Chat”).

You hereby acknowledge and agree that any and all Content shall be deemed, and shall remain, the property of iGP Games from the time of uploading or transmission.  Accordingly, iGP Games shall exclusively own all now known or hereafter existing copyrights and all other intellectual property rights to all Content of every kind and nature, in perpetuity, throughout the universe and you hereby assign to iGP Games as a present assignment of future rights all such intellectual property rights to the extent owned by you.  In the event that any of the Content is not assignable, you hereby grant to iGP Games and its licensors, including, without limitation, its respective successors and assigns, a perpetual, irrevocable, sublicensable, transferable, worldwide, paid-up right to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice such Content as well as all modified and derivative works thereof, without compensation to you. You also hereby waive any moral rights you may have in such Content under the laws of any jurisdiction.  You represent, warrant and agree that none of the Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on the part of iGP Games and iGP Games will not be liable for any use or disclosure of any Content. You further acknowledge and agree that you shall not upload or otherwise transmit on or through the Site or the Game any Content that is subject to any third-party rights.

B. Consent to Monitoring.  iGP Games does not, and cannot, pre-screen or monitor all Content.  However, its representatives may monitor and/or record your communications (including, without limitation, Forum postings and/or Chat) when you are playing the Game or using the Site, and you hereby provide your irrevocable consent to such monitoring and recording.  You acknowledge and agree that you have no expectation of privacy concerning the submission of any Content.  iGP Games does not assume any responsibility or liability for Content that is generated by users of the Site and/or Game.  IGP Games has the right but not the obligation, in its sole discretion, to edit, refuse to post, or remove any Content.  Furthermore, iGP Games also reserves the right, at all times and in its sole discretion, to disclose any Content for any reason, including, without limitation (i) to satisfy any applicable law, regulation, legal process or governmental request; (ii) to enforce the terms of this Agreement or any other agreement; (iii) to protect the legal rights and remedies of iGP Games; (iv) where  someone’s health or safety may be threatened; (v) or to report a crime or other offensive behaviour.  Please take care to not provide any personally identifiable information in the Chat or the Forums and to abide by the Code of Conduct, understanding that you do not have an expectation of privacy in the Content you provide in the Chat or Forums, and that members of iGP Games and the Community, outside of those you play directly with or against in the Game, might have access to the information in the Chat or the Forums at any time.

C. Forums.  If you have a valid and active Account, you may post communications and other content to the “forums” section of the Site (the “Forums”).  You agree to abide by the Code of Conduct, as well as the policy concerning Links (found below) while participating in the Forums.  You understand that much of the information included in the Forums is from other players who are not employed by or under the control of iGP Games.  You further acknowledge that a large volume of information is available in the Forums and that people participating in such Forums may occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, deceptive, abusive or even unlawful. iGP Games neither endorses nor is responsible for such messages or statements, or for any opinion, advice, information or other utterance made or displayed in the Forums by you or the other users.  The opinions expressed in the Forums reflect solely the opinions of you and/or the other users and may not reflect the opinions of iGP Games.  iGP Games is not responsible for any errors or omissions in postings, for hyperlinks embedded in messages or for any results obtained from the use of the information contained in the Forums.  Under no circumstances will iGP Games be liable for any loss or damage caused by your reliance on the information in the Forums or your use of the Forums.  You should be aware that, when you disclose information about yourself in a Forum, the information is being made publicly available and may be collected and used by other users.  When you disclose any information in a Forum, you do so at your own risk.  iGP Games reserves the right to, but has no obligation to, monitor the Forums, or any postings or other materials that you or other players transmit or post on the Forums, to alter or remove any such materials, and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly or to comply with legal obligations or governmental requests.

VII. UPDATES AND MODIFICATIONS

A. Agreement.  iGP Games reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this Agreement as the Intellectual Properties evolve; provided, however, that material changes to this Agreement will not be applied retroactively.  Such changes will be effective with or without prior notice to you.  You can review the most current version of this Agreement by clicking on the “Terms of Service” link located at the bottom of the Site. You are responsible for checking this Agreement periodically for changes. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in agreement or compliance with this Agreement, you must terminate this Agreement and immediately stop using the Intellectual Properties.  Your continued use of any of the Intellectual Properties following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.  Please note that iGP Games may also revise other policies, including the EULA and Privacy Policy, at any time, and the new versions will be available on the Site.  If at any time you do not agree with any portion of the then-current version of a particular iGP Games policy, including but not limited to this Agreement, you must immediately stop using the Intellectual Properties.

B. The Intellectual Properties.  In an effort to improve the Intellectual Properties, you agree that iGP Games may change, modify, update, suspend, or restrict your access to any features or parts of the Intellectual Properties, and may require that you download and install updates to the Software, at any time without notice or liability to you.  You also understand and agree that any such changes or updates to the Intellectual Properties might change the system specifications necessary to play the Game, and in such a case, you, and not iGP Games, are responsible for purchasing any necessary additional software and/or hardware in order to access and play the Game.

VIII. LINKS

The Site may contain links to websites operated by other parties.  iGP Games provides these links to you as a convenience, or other users might be posting these links as user-provided Content.  Use of these links and the external websites are at your own risk.  The linked sites are not under the control of iGP Games, and iGP Games is not responsible for the content available on the other sites.  Such links do not imply endorsement by iGP Games of information or material on any other site, and iGP Games disclaims all liability with regard to your access to and use of such linked websites.

Should you choose to provide a link on the Site or within the Game (e.g., on the Forums or via Chat) to an external website, unless otherwise set forth in a written agreement between you and iGP Games, you acknowledge and agree to the following: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with iGP Games' and/or its licensors’ names and trademarks; (ii) the appearance, position and other attributes of the link may not create the false appearance that your organisation or entity is sponsored by, affiliated with, or associated with iGP Games; (iii) when selected by a user, the link must display the external website on full-screen and not within a “frame” on the linking Site; and (iv) iGP Games reserves the right to revoke its consent to the link at any time and in its sole discretion.

IX. FEES

Some aspects of the Game may require you to pay a fee, and you agree that you will provide accurate and complete payment information to the third-party payment provider used by iGP Games.  You further agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you.  iGP Games may revise the pricing for the Game or any item associated therewith at any time.  All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes due and payable.  iGP Games may, from time to time, modify, amend, or supplement its fees and fee-billing methods, and such changes shall be effective immediately upon posting in this Agreement or elsewhere on the Site or in the Game.  If there is a dispute regarding payment of fees to iGP Games, your Account may be closed without warning or notice at the sole discretion of iGP Games.

YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED SERVICES ARE PAYABLE IN ADVANCE AND NOT REFUNDABLE IN WHOLE OR IN PART.  YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORISED CHARGES. 

X. WARRANTY DISCLAIMER

THE Intellectual Properties ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, iGP Games DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE Intellectual Properties, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES AS TO THE ACCURACY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN THE Intellectual Properties.  iGP Games DOES NOT WARRANT THAT THE Intellectual Properties WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE Intellectual Properties ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE Intellectual Properties TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE Intellectual Properties. 

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the forgoing disclaimer may, in whole or in part, not apply to you. 

XI. INDEMNIFICATION

YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS iGP Games FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DAMAGES, LOSSES, LIABILITIES AND COSTS (INCLUDING LEGAL FEES) THAT DIRECTLY OR INDIRECTLY ARISE OR RESULT FROM YOUR USE OR MISUSE OF THE Intellectual Properties, OR ANY VIOLATION BY YOU OF ANY OF THE PROVISIONS OF THIS AGREEMENT, THE EULA OR THE Privacy Policy.  iGP Games reserves the right, at its own expense and in its sole and absolute discretion, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with iGP Games in asserting any available defences.

XII. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, DELICT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL iGP Games BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOOD WILL, OR LOST PROFITS), OR ANY DAMAGES FOR GROSS NEGLIGENCE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING FROM YOUR USE OR MISUSE OF THE Intellectual Properties, EVEN IF iGP Games KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL iGP Games BE LIABLE FOR ANY DAMAGES IN EXCESS OF ANY AMOUNT YOU HAVE PAID TO iGP Games FOR GAME-RELATED TRANSACTIONS, IF ANY, DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of iGP Games shall be limited to the fullest extent permitted by applicable law.

XII. EQUITABLE REMEDIES

You hereby acknowledge and agree that iGP Games would suffer irreparable harm if this Agreement were not specifically enforced.  Consequently, in addition to such monetary and other relief as may be recoverable at law, you agree that iGP Games shall be entitled to specific performance or other remedy, without bond, other security, or proof of damages, as remedy for any breach or threatened breach of this Agreement.  Additionally, in the event any legal or administrative action or proceeding is brought by either party in connection with this Agreement and consistent with Section XIV below, the prevailing party in such action or proceeding shall be entitled to recover from the other party all the costs, legal fees and other expenses incurred by such prevailing party as the result of the action or proceeding.

XIV. NEGOTIATIONS AND COURT PROCEEDINGS

A. Negotiations.  Disputes can be expensive and time consuming for both parties. In an effort to accelerate resolution and reduce the cost of any dispute or claim related to this Agreement (“Claim”), you and iGP Games agree to first attempt to informally negotiate any Claim for at least thirty (30) days (except those Claims expressly excluded in Section XIV.B below) before initiating any court proceeding or other administrative action.  Negotiations will begin upon written notice from one party to the other.  iGP Games will send its notice to the address it has on file to the extent that you have provided additional contact information to iGP Games (e.g. by participating in a promotional or survey, or contacting a customer services representative).  Otherwise, iGP Games will send its notice to the email address associated with your Account.  You will send your notice to iGP Games, Third Floor, 207 Regent Street, London, W1B 3HH.  Please note that this informal resolution procedure does not suspend any statutory limitation periods applicable to the bringing of a Claim.

B. Exceptions to Negotiations. You and iGP Games agree that the provisions above regarding negotiations will not apply to the following Claims: (i) any Claims relating to the enforcement, protection of, or concerning the validity of, any of your or iGP Games intellectual property rights; (ii) any Claims related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorised use; and (iii) any claim for interdict.  You further agree not to bring Claims on a representative or class member basis.

C. Governing Law.  This Agreement shall be governed by, and will be construed under, the laws of England. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Other laws may apply if you choose to access the Game from outside of England.  In such an event, those local laws shall affect this Agreement only to the extent necessary in that jurisdiction, and this Agreement shall be interpreted to give maximum effect to the terms and conditions in this Agreement.  You are responsible for compliance with all local laws if and to the extent local laws are applicable. The New Zealand Consumer Guarantees Act of 1993 (the “Act”) may apply to the Game if you access the Game from, and are a resident of, New Zealand.  Notwithstanding anything to the contrary in this Agreement, if the Act applies then you may have other rights or remedies as set out in the Act which may apply in addition to or instead of those set out in this Agreement. You and iGP Games expressly understand and agree that any Claim arising under this Agreement will be brought exclusively in the courts of England and you hereby consent to their exclusive jurisdiction.

XV. TERMINATION

This Agreement (and all subsequent modifications, if any) shall remain effective until terminated.  Both you and iGP Games may terminate this Agreement at any time for any reason or for no reason.  Termination by iGP Games will be effective upon notice to you, termination or deletion of your Account, or its decision to permanently discontinue offering and/or supporting the Game, which it may do at any time in its sole discretion.  You may terminate this Agreement at any time simply by not using the Site or the Game.  If, however, you wish to terminate your Account, you must affirmatively do so by notifying iGP Games as stated above.  Upon termination of this Agreement, your right to use the Intellectual Properties shall immediately cease.

XVI. MISCELLANEOUS

A. Assignment.  iGP Games may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without iGP Games prior written consent, and any unauthorised assignment by you shall be null and void.

B. Customer Contact.  If you have any questions concerning these terms and conditions, or if you would like to contact iGP Games for any other reason, please contact iGP Games support.

C. Entire Agreement.  This Agreement represents the complete agreement between you and iGP Games concerning the Site, the Game, and the subject matter of the Agreement, and supersedes any prior or contemporaneous agreements between you and iGP Games; provided however that this Agreement shall coexist with, and shall not supersede, the EULA or the Privacy Policy.

D. Force Majeure.   iGP Games shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of iGP Games, including, without limitation, any failure to perform hereunder due to unforeseen circumstances or cause beyond iGP Games control such as acts of god, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.

E. Location.  The Site and the Game are operated by iGP Games in England. Those who choose to access the Site and/or the Game from locations outside England do so on their own initiative and are responsible for compliance with applicable local laws.  The Software is subject to export controls as set forth in the EULA.

F. No Partnership.  You agree that no joint venture, partnership, employment, or agency relationship exists between you and iGP Games as a result of this Agreement or your use of the Site or the Game. 

G. No Waiver.  iGP Games' failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by iGP Games of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. 

H. Notices.  Except as otherwise expressly provided herein, all notices given by you or required under this Agreement shall be in writing and addressed to: iGP Games, Third Floor, 207 Regent Street, London, W1B 3HH.

I. Reform and Severability.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.  If, however, it is determined that such provision cannot be reformed, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

J. Section Headings.  The section headings used herein are for convenience only and shall not affect the interpretation of this Agreement or have any other legal effect.

K. Survival.  The provisions of Sections IV, VI.A, IX, X-XIV, and XVI shall survive any termination of this Agreement

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE AGREEMENT AND AGREE THAT YOUR USE OF ANY OF THE Intellectual Properties IS AN ACKNOWLEDGMENT OF YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.