You also hereby grant to Alley Labs the right to authorize others to exercise any of the rights granted to Alley Labs under these Terms of Service. You further hereby grant to Alley Labs the unconditional, irrevocable right to use and exploit your name, likeness and any other information or material included in any User Content and in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in your User Content, regardless of whether your User Content is altered or changed in any manner.

 

Alley Labs does not claim any ownership rights in your User Content and nothing in these Terms of Service is intended to restrict any rights that you may have to use and exploit your User Content. Alley Labs has no obligation to monitor or enforce your intellectual property rights in or to your User Content.

 

User Interactions

You are solely responsible for your interactions with other users of our Service and any other parties with whom you interact through our Service. Alley Labs reserves the right, but has no obligation, to become involved in any way with these disputes. You will fully cooperate with Alley Labs to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting Alley Labs access to any password-protected portions of your Account as may be required.

 

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

 

 

FEES AND PURCHASE TERMS

Virtual Items

Any time you purchase virtual currency (including but not limited to virtual cash and other in-game premium currency), virtual in-game items, and any other premium goods or services in our Service with real currency (i.e., real world money) (collectively, “Virtual Items”), Alley Labs grants you a limited, personal, non-transferable, non-sublicensable, revocable license to use such Virtual Items. All purchases and redemptions of such Virtual Items through our Service are final and non-refundable. Alley Labs may manage, regulate, control, modify or eliminate Virtual Items at any time, with or without notice to you. Alley Labs will have no liability to you or any third party in the event that Alley Labs exercises any such rights.

 

The transfer of Virtual Items is prohibited except where expressly authorized in our Service. Other than as expressly authorized in our Service, you may not sell, redeem or otherwise transfer Virtual Items to any person or entity, including but not limited to Alley Labs, another user or any third party.

 

Payment of Fees

You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. Alley Labs may revise the pricing for the goods and services offered through our Service at any time. You acknowledge and agree that Alley Labs is under no obligation to provide you with a refund for any reason including but not limited to termination of your Account, when closing your Account whether such actions are voluntary or involuntary; for any items of value or otherwise (including virtual currency) that are in your Account whether purchased, accrued or given.

 

UPDATES TO OUR SERVICE

You understand that our Service is a developing and evolving one. Alley Labs may require that you accept updates to our Service. While Alley Labs will make all reasonable efforts to inform you of any such updates, you acknowledge and agree that Alley Labs may update our Service, with or without informing or otherwise notifying you. You may need to update third party software from time to time in order to receive our Service and/or play our games.

 

DISCLAIMER OF WARRANTIES

Without limiting Alley Labs' liability under the Section below, our Service is provided on an “as is” and “as available” basis for your use, with no warranties of any kind, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade. Alley Labs does not warrant that you will be able to access or use our Service at the times or locations of your choosing; that our Service will be uninterrupted or error-free; that defects will be corrected; or that our Service is free of viruses or other harmful components.

 

LIMITATION OF LIABILITY AND INDEMNIFICATION

Limitation of Liability

Alley Labs will not be liable to you for any indirect, incidental, consequential, special, punitive or other similar damages, including but not limited to loss of revenues, lost profits, lost data or business interruption or other intangible losses (however such losses are qualified), arising out of or relating in any way to these Terms of Service or our Service itself, whether based on contract, tort or any other legal theory, and whether or not Alley Labs has been advised of the possibility of such damages. Alley Labs will not be liable to you for more than the amount you have paid to Alley Labs in accordance with these terms of service in the six (6) months immediately preceding the date on which you first assert a claim. You acknowledge and agree that if you have not paid anything to Alley Labs during such time period, your sole remedy (and Alley Labs' exclusive liability) for any dispute with Alley Labs is to stop using our Service and to cancel your Account.

 

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you. To the extent that Alley Labs may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth herein, the scope of such warranty and the extent of Alley Labs' liability will be the minimum permitted under such applicable law.

 

In particular, nothing in these Terms of Service will affect the statutory rights of any consumer or exclude or restrict any liability for death or personal injury arising from any negligence or fraud of Alley Labs.

 

Indemnification

You agree to indemnify, save, and hold Alley Labs, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of our Service, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. Alley Labs reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Alley Labs, and you agree to cooperate with Alley Labs' defense of these claims. Alley Labs will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

You agree that the provisions in this paragraph will survive any termination of your Account(s) or of our Service.

 

DISPUTE RESOLUTION, LAW, FORCE MAJEURE AND EQUITABLE REMEDIES

If a dispute arises between you and Alley Labs, we prefer amicable resolution to protracted legal battles. Toward that end, we have created a dispute resolution program we believe can resolve most matters. In order to avail yourself of our arbitration policy, you must first exhaust our steps to resolution:

1. CHECK THE FAQ: We recommend you start your resolution process by reviewing our “help FAQ” section for the applicable game you are playing. Each “FAQ” section is specific to each game. This section often addresses the most commonly asked questions or concerns players of our games may have. Start here.

 

2. IN-GAME HELP TICKET: If our FAQ did not resolve your issues, you may complete a help ticket in-game. Please state clearly your issue. Generally, a help agent will get back to you through the inbox message system in your account. Please bear with us; we may need to research your issue to fully resolve your problem. This may require us to ask you further questions. Our help agents will work with you to resolve your issue. If they cannot resolve it, they will escalate it to our help managers.

 

3. HELP MANAGERS: Although most issues are quickly resolved using our FAQ or in-game help ticket process, certain issues may require management assistance. If that is the case, your help ticket will be transferred to our help managers. These managers have the authority and experience to address the vast majority of issues that may arise. In some cases, our help managers can fix the problem remotely. Sometimes we may ask to speak with you directly and will arrange a mutual time to discuss your matter. If you provide us with your phone number for this purpose, it will not be used for other purposes.

 

4. In the event our FAQ, our help agents, and our help managers are unable to resolve your issue, we may ask you to speak with Alley Labs management, or we may advise you of your other options, outlined here:

 

IF YOU ARE A RESIDENT OF THE UNITED STATES OR CANADA, YOU AND Alley Labs ALL AGREE TO RESOLVE ANY DISPUTE ARISING OUT OF OR RELATED TO THIS TERMS OF SERVICE, THE PRIVACY POLICY OR OUR SERVICE THAT CANNOT BE RESOLVED THROUGH OUR DISPUTE SYSTEM, WHICH HAS BEEN EXHAUSTED, THROUGH FINAL AND BINDING ARBITRATION. THIS APPLIES TO ALL KINDS OF CLAIMS UNDER ANY LEGAL THEORY UNLESS THE CLAIM FITS IN ONE OF THE EXCEPTIONS IN THE EXCEPTIONS TO AGREEMENT TO ARBITRATE SUB-SECTION. IT ALSO APPLIES EVEN AFTER YOU STOPPED USING YOUR Alley Labs ACCOUNT OR HAVE DELETED IT.

 

An arbitration proceeding is before a neutral arbitrator instead of a judge and jury, so we both agree to give up our right to a trial before a judge and jury. Arbitrations have different rules than lawsuits in court. They are less formal than lawsuits in courts, and provide limited opportunity to force the other side to share information relevant to the dispute—a process called discovery. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. But, if any of us does not like the arbitrator’s decision, the courts only have a limited ability to change the outcome of arbitration or make the arbitrator reconsider his or her decision.

 

If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.

 

Exceptions to Agreement to Arbitrate

We all agree that we will go to court to resolve disputes relating to:

• Your or Alley Labs' intellectual property (for example, trademarks, trade dress, domain names, trade secrets, copyrights or patents); or

• Any claim made in small claims court either in Los Angeles, California, or the county where you live, or some other place we both agree on, if it qualifies to be brought in that court.

 

No Class Actions

We all agree that we can only bring a claim against each other on an individual basis.

That means:

• Neither you nor Alley Labs can bring a claim as a plaintiff or class member in a class action, consolidated action or representative action.

• The arbitrator cannot combine more than one person’s claim into a single case, and cannot preside over any consolidated, class or representative arbitration proceeding (unless we both agree to change this).

• The arbitrator’s decision or award in one person’s case can only impact the person who brought the claim, not other users of our Service, and cannot be used to decide other disputes with other users.

 

Applicable Law

The Federal Arbitration Act (including its procedural provisions) is the law that will be applied to determine whether the dispute resolution provisions in Section (DISPUTE RESOLUTION, LAW, FORCE MAJEURE AND EQUITABLE REMEDIES

) regarding arbitration and class action can be enforced and how they should be interpreted.

 

Apart from that, if you are United States resident, these Terms of Service and our relationship will be governed by California law, except for its conflicts of laws principles. If you reside outside of the United States, these Terms of Service and our relationship will be governed by English law, except for its conflicts of laws principles.

 

Force Majeure

Alley Labs will not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Alley Labs, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause 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, labor or materials.

 

Equitable Remedies

You acknowledge that the rights granted and obligations made under these Terms of Service to Alley Labs are of a unique and irreplaceable nature, the loss of which will irreparably harm Alley Labs and which cannot be replaced by monetary damages alone so that Alley Labs will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.

 

You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of our Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of our Service or any content or other material used or displayed through our Service and agree to limit your claims to claims for monetary damages, limited by Section (LIMITATION OF LIABILITY AND INDEMNIFICATION) - (if any).

 

SEVERABILITY

You and Alley Labs agree that if any portion of these Terms of Service or of the Alley Labs Privacy Policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the terms, which will continue to be in full force and effect.

 

GENERAL PROVISIONS

Assignment

Alley Labs may assign or delegate these Terms of Service and/or the Alley Labs Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign and/or delegate any of the rights or obligations you have under the Terms of Service and/or the Privacy Policy unless you obtain Alley Labs' prior written consent.  Any such assignments and/or delegations by you without Alley Labs' prior written approvals are ineffective and in violation of these Terms of Service.

 

Supplemental Policies

Alley Labs may publish additional policies related to specific features such as forums, contests or loyalty programs. Your right to use such features is subject to those specific policies (if any) and these Terms of Service.

 

Entire Agreement

These Terms of Service including any additional policies and documents referenced in this agreement (such as Alley Labs' Privacy Policy) are incorporated by this reference. They supersede all prior understandings between Alley Labs and you; regardless of the medium (oral, written electronic) and practice (custom, policy, course of business, precedent) such understandings were communicated.

 

No Waiver

The failure of Alley Labs to require or enforce strict performance by you of any provision of these Terms of Service or the Alley Labs Privacy Policy or failure to exercise any right under them will not be construed as a waiver or relinquishment of Alley Labs' right to assert or rely upon any such provision or right in that or any other instance.

 

The express waiver by Alley Labs of any provision, condition, or requirement of these Terms of Service or the Alley Labs Privacy Policy will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

 

Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by Alley Labs will be deemed a modification of these Terms of Service nor legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of Alley Labs.

 

Notices

We may notify you via postings on www.AlleyLabs.com, and via e-mail or any other communications means to contact information you provide to us. All notices given by you or required from you under these Terms of Service or the Alley Labs Privacy Policy must be in writing and addressed to: Alley Labs, Sixth gear Studios, Matchbox Mobile, Inc. 548 Market Street, San Francisco, CA 94104, USA, 415 287 4100. Any notices that you provide without compliance with this Section on Notices will have no legal effect.