September 12, 2008
Welcome to DuelingNinjas.com, a fun social networking browser based game where members meet new ninjas from around the world and engage in a friendly duel ('DuelingNinjas Service'). DuelingNinjas.com is operated by SoliTech, GmbH. ('SoliTech') and may be accessed through the Internet. By using the DuelingNinjas Service you accept and agree to be bound by the following terms and conditions (the 'Terms of Service'). Where applicable under law, these Terms constitute a 'writing signed by you.'
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Service at any time without further notice. If we do this, we will post the changes to these Terms of Service on this page and we may send registered users an email notifying you of the change. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL STOP USING THE DUELINGNINJAS SERVICE. YOUR CONTINUED USE OF THE DUELINGNINJAS SERVICE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE OR RECEIVING OUR EMAIL NOTIFYING YOU OF THE CHANGE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
You must be 13 years or older to use the DuelingNinjas Service. By registering for the DuelingNinjas Service, you represent and warrant that you are 13 or older and that you have the capacity to understand, agree to and comply with these Terms of Service. You should provide true, accurate and complete registration information to be a DuelingNinjas.com member ('Member'). As part of the registration process, you will be asked to select a username and password and you will be responsible for all activities occurring under your username and for keeping your password secure. We may refuse to grant you a username that impersonates someone else, is or may be protected by trademark or proprietary rights law, or is vulgar, offensive or otherwise inappropriate, as determined by us in our sole discretion.
The DuelingNinjas Service is made available for your personal, non-commercial use only. You may not use the DuelingNinjas Service for any illegal or unauthorized purpose. International users agree to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence. You are solely responsible for your conduct and any data, text, information, graphics, photos, profiles, links and other content ('Materials') that you submit, post, and display on the DuelingNinjas.com Service.
We may, but shall have no obligation to, remove Materials that we determine in our sole discretion are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable, or infringes or violates any party's intellectual property or other proprietary rights or these Terms of Service. Further, under no circumstances does DuelingNinjas have any obligation to check the accuracy or truthfulness of the any Materials, nor to monitor any Member's use of the DuelingNinjas Service.
You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account made by you including the content of your transmissions through the DuelingNinjas Service. By way of example, and not as a limitation, you agree NOT to:
Defame, abuse, harass, stalk, threaten or otherwise violate the rights (such as rights of privacy and publicity) of others.
Publish, distribute and/ or disseminate any harmful, obscene, indecent, unlawful, libelous, profane, defamatory, infringing, inappropriate, hateful, or racially, ethnically or otherwise objectionable material or information.
Use other Members' personal data for purposes other than establishing contact that is reasonably expected to be welcomed by such other Members
Submit Materials that are unlawful or promote or encourage illegal activity or that would violate the property rights of others.
Submit Materials of any third party without such third party's prior written consent, or Materials that falsely express or imply that such Materials are sponsored or endorsed by DuelingNinjas.com
Create a false or misleading identity of, including, but not limited to, a DuelingNinjas employee, or falsely state or otherwise misrepresent your affiliation with a person or entity, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others.
Transmit, email or post any material that contains in any form software viruses or such programs as including but not limited to, Trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
Use the DuelingNinjas.com Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the website.
Attempt to gain unauthorized access to the DuelingNinjas Service, other accounts, computer systems or networks connected to the DuelingNinjas Service, through password mining or any other means.
Modify, adapt, translate, or reverse engineer any portion of the DuelingNinjas Service, or use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the DuelingNinjas.com Service.
Reformat or frame any portion of the web pages that are part of the DuelingNinjas.com Service.
Disseminate content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary right of any party or infringes any intellectual property law or any other applicable law.
Remove any copyright, trademark or other proprietary rights notices contained in or on the DuelingNinjas Service.
Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
Interfere with another Member's use and enjoyment of the DuelingNinjas Service.
Harvest or collect email addresses or other contact information of Members, including usernames, from the DuelingNinjas.com website by electronic or other means.
DuelingNinjas does not claim any ownership rights in any Materials that you submit, post, or display on or through the DuelingNinjas Services or on the DuelingNinjas.com Web site. After submitting, posting or displaying Materials on or through the DuelingNinjas Services or on the DuelingNinjas.com Web site, you continue to retain all ownership rights in such Materials, and you continue to have the right to use your Materials in any way you choose. By submitting, posting or displaying any Materials on or through the DuelingNinjas Service, you hereby grant to DuelingNinjas a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Materials solely on and through the DuelingNinjas Service.
The license you grant to DuelingNinjas is non-exclusive (meaning you are free to license your Materials to anyone else in addition to DuelingNinjas), fully-paid and royalty-free (meaning that DuelingNinjas is not required to pay you for the use on the DuelingNinjas Service of the Materials that you post), sub licensable (so that DuelingNinjas is able to use its affiliates and subcontractors such as Internet and WAP content delivery networks to provide the DuelingNinjas Service), and worldwide (because the Internet and the DuelingNinjas Service are global in reach). This license will terminate at the time you remove your Materials from the DuelingNinjas Service, except that you agree that the license will continue solely with respect to other Members' continued use of your Materials; provided, however if you remove any of the Materials from the DuelingNinjas Service, DuelingNinjas reserves the right to remove all of your Materials from other Member's pages. The license does not grant DuelingNinjas the right to sell your Materials, nor does the license grant DuelingNinjas the right to distribute your Materials outside of the DuelingNinjas Service. You represent and warrant that: (i) you own the Materials posted by you on or through the DuelingNinjas Service or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Materials on or through the DuelingNinjas Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Materials posted by you to or through the DuelingNinjas Service.
SoliTech, GmbH. and its affiliates and licensors own and retain all rights in the DuelingNinjas.com Web site and DuelingNinjas Service, which contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including without limitation all (1) text, (2) photographs, (3) graphics, (4) page layout, and (5) design presented through and as part of the DuelingNinjas Service by DuelingNinjas.com. Except as expressly authorized by DuelingNinjas.com, you may not copy, modify, publish, transmit, distribute, perform, display or sell any of DuelingNinjas.com's proprietary information.
If you are unsure as to your rights in respect of your copyright material, or whether there has been an infringement of your rights, we suggest that you take legal advice before sending a Notice to DuelingNinjas. This 'notice and takedown' process is regulated by statute. There may be negative consequences if you falsely allege copyright infringement or send a Notice to DuelingNinjas in bad faith.
DuelingNinjas shall not be responsible for any connection or access to the DuelingNinjas.com website by you or the quality of the transmission of any information passing between you and the website. You will be responsible for providing your own communications equipment to access the DuelingNinjas.com website via the Internet or WAP service, and the Internet/WAP access charges thereon. You recognize that DuelingNinjas shall not be responsible for any reduced functionality resulting from, or in connection with, your use of the DuelingNinjas Service via WAP.
These Terms of Service will apply to your use of the DuelingNinjas Service. At any time, you can terminate your account which will remove your profile and other personal information from view. To cancel your account click here. We may terminate your membership immediately at any time, for any reason. Once your membership terminates, you will have no right to use the DuelingNinjas Service. Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions shall survive any termination of your membership.
DuelingNinjas may also, in its sole discretion and at any time, discontinue temporarily or permanently providing the DuelingNinjas Service, or any part thereof, with or without notice. You agree that any termination of access to the DuelingNinjas Service under any provision of the Terms of Service may be effected without notice, and acknowledge and agree that DuelingNinjas may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the DuelingNinjas Service. Where possible, DuelingNinjas will use reasonable efforts to give Members fair notice of termination or suspension of their access to the DuelingNinjas Service. Further you agree that DuelingNinjas shall not be liable to you or any third party for any termination or suspension of access to the DuelingNinjas Service or modification of the DuelingNinjas Service.
SoliTech, GmbH. and its affiliates, licensors, partners, members, suppliers, employees, consultants and agents ('DuelingNinjas') disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or Materials displayed on the DuelingNinjas Service.
DuelingNinjas further expressly disclaims (1) that the DuelingNinjas Service will meet your requirements and will be uninterrupted, error-free, timely, or secure, (2) that defects or errors will be corrected, (3) that the DuelingNinjas Service or the server that makes it available are free of viruses or other harmful components, and (4) that the use of or the results of the use of the DuelingNinjas Service or the content made available as part of the DuelingNinjas Service will be correct, accurate, timely, or otherwise reliable.
DuelingNinjas expressly disclaims any and all responsibility and liability for the conduct of any other Member, and expressly disclaims that the content and Materials of the DuelingNinjas Service input by other Members is correct or accurate.
DUELINGNINJAS, ON BEHALF OF ITSELF, AND ITS LICENSEES, PROVIDES THE DUELINGNINJAS SERVICE, AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, LINKS OR ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE DUELINGNINJAS SERVICES), PRODUCTS, AND SERVICES INCLUDED THEREIN ARE PROVIDED 'AS IS,' 'WITH ALL FAULTS', 'AS AVAILABLE', WITH NO WARRANTIES WHATSOEVER. DUELINGNINJAS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Some states do not allow the exclusion or limitation of implied warranties, so the above disclaimers and exclusions may not apply to you.
YOU AGREE THAT YOUR USE OF THE DUELINGNINJAS SERVICE IS ENTIRELY AT YOUR OWN RISK.
You agree to hold harmless and indemnify, and at DuelingNinjas's request defend, DuelingNinjas, its parents, subsidiaries, and affiliates, and their respective owners, officers, managers, members, agents, and employees, from and against any third party claim arising from or in any way related to your use of or conduct on the DuelingNinjas.com Service, including any liability or expense arising from all claims, liabilities, losses, damages (actual and consequential), suits, judgments, litigation costs, expenses, and attorneys' fees, of every kind and nature. In such a case, DuelingNinjas will provide you with written notice of such claim, suit or action.
YOUR USE OF THE DUELINGNINJAS SERVICE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES WILL DUELINGNINJAS, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OWNERS, OFFICERS, MANAGERS, MEMBERS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE DUELINGNINJAS SERVICE, WHETHER OR NOT DUELINGNINJAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE DUELINGNINJAS SERVICE, FROM INABILITY TO USE THE DUELINGNINJAS SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE DUELINGNINJAS SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE DUELINGNINJAS SERVICE OR ANY PART OF THE DUELINGNINJAS SERVICE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE DUELINGNINJAS SERVICE AND ITS RELATED WEBSITE. UNDER NO CIRCUMSTANCES SHALL DUELINGNINJAS BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE THOUSAND DOLLARS ($1,000.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES (INCLUDING, IN THE UNITED KINGDOM, IN RESPECT OF (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF DUELINGNINJAS OR (II) THE TORT OF DECEIT OR FRAUDULENT MISREPRESENTATION), SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU IN SO FAR AS SUCH EXCLUSIONS AND LIMITATIONS ARE NOT PERMITTED.
DuelingNinjas may provide you with notices regarding the DuelingNinjas.com Service or these Terms of DuelingNinjas Service by regular mail, email, or postings to this Web site.
You shall comply with all applicable domestic and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of the DuelingNinjas Services.
These Terms of Service will be governed by and construed in accordance with the laws of Switzerland, without giving effect to its conflict of laws provisions or your actual state or country of residence. The parties agree to submit to the personal and exclusive jurisdiction of the courts located in the County of Zurich, Switzerland. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. You shall not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect. Each of DuelingNinjas's affiliates are express and intended third party beneficiaries of these Terms of Service and may enforce any of its terms and exercise any of the rights to the same extent as DuelingNinjas.
Without limiting the foregoing, under no circumstances shall DuelingNinjas be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
These Terms of Service constitute the entire agreement between you and DuelingNinjas with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service by a party will be effective only if in writing and signed by a party.