N-GAGE TERMS OF SERVICE (ANDROID)

N-GAGE TERMS OF SERVICE

Use of the n-gage App and Site, and the services available via both(“services” or “our services”), is subject to these Terms of Service (together with the documents referred to in it).

Please read the Terms of Service carefully before You start to use the n-gage App, as these will apply to your use of it. We recommend that You print a copy of this for future reference.

“n-gage App” means the n-gage mobile and computer chatting and lifestyle cross-platform Application, including the n-gage Messenger and all the content, information and data provided by us through the n-gage Messenger and includes any upgrades to the n-gage Application and any other software, n-gage App or documentation which enables the use of the n-gage App to be used on Android,  and /or iOS smart phone, tablet, computer or mac devices and includes the web, compact, and plug-in versions of the n-gage App.

“Site” means www.n-gage.com.

I.INFORMATION ABOUT US

By using our services, You are agreeing to be bound by the Terms of Service between You, a user of our services and Your Wellness Group Limited, Company no.8563608, with our registered office at 3 Montpelier Avenue, Bexley, Kent, DA53AP, United Kingdom (“n-gage”, “we”, “our” and “us” and other related pronouns).

II.COMPLIANCE WITH OUR TERMS

1.The Terms of Service refer to the following additional terms, which also apply to your use of the n-gage App:

a.The n-gage Privacy Policy: which sets out how we collect, store and use your personal information;
b.The n-gage Acceptable and Fair Use Policy: which sets out rules of good behaviour applicable to your use of our services; and
c. The n-gage Cookies Policy: which sets out our policy on the usage of cookies, web beacons and log files and data.

2.You must comply with these n-gage Terms of Service,the n-gage Privacy Policy, n-gage Acceptable and Fair Use Policy and n-gage Cookies Policy (hereinafter jointly referred to as “the Terms”) in your use of our services and only use our services as permitted by applicable laws and regulations, wherever You may be when You use them. 

3.You must review the Terms and our policies and instructions to understand how You can and cannot use our services.

4.If you have an android or ios device that is either rooted or jailbreak, You will not be able to download and register onto the n-gage App. If after registering onto the n-gage App, You root or jail break your device, we will burn the data on the app, and You will not be able to access the app from the tempered device.

5.If You do not agree to the Terms, You must not use our services.

III.OTHER TERMS

1.If You are under the age of 13, You must not use our services. If You are between the ages of 13 and 18 (or the relevant age in your jurisdiction where You are considered a minor), your parent or guardian must agree to the Terms (both for themselves and on your behalf) before You can use our services. If they do not agree to the Terms, You must not use our services. 

2.If You are using our services on behalf of a company, partnership, association, government or other organisation (your “Organisation”), You warrant that You are authorised to do so and that You are authorised to bind your Organisation to the Terms and in such circumstances “You” will include your Organisation.

3.We may conduct in app Prize Draws/ Sweepstakes. To participate in the Prize Draw, the user will be required to register in the app, and agree to the Prize Draw Terms and Conditions. The Prize Draws are in no way affiliated with, sponsored by, or operated in conjunction with Apple

4.We may translate the Terms into multiple languages, and in the event there is any difference between the English version and any other language version of the Terms, the English version will prevail (to the extent permitted by applicable law).

IV.ADDITIONAL COUNTRY-SPECIFIC TERMS

If You are a citizen or a habitual resident of the following countries, the following country-specific terms will also apply to your use of our services:

    USA; and
    Australia.

1.USA Specific Terms

a.If You are a user of our services in the United States of America, the below terms are incorporated into the Terms, and override the Terms to the extent of any inconsistency.

b.If You are a California resident, You agree to waive California Civil Code Section 1542, and any similar provision in any other jurisdiction (if You are a resident of such other jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

c.EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

2.Australia Specific Terms

a.If You are a user of our services in Australia, the below terms are incorporated into the Terms, and override the Terms to the extent of any inconsistency.

b.All express or implied guarantees, warranties, representations, or other terms and conditions relating to the Terms or their subject matter, not contained in the Terms, are excluded from the Terms to the maximum extent permitted by law.

c.Nothing in the Terms excludes, restricts or modifies any guarantee, warranty, term or condition, right or remedy implied or imposed by any applicable law which cannot lawfully be excluded, restricted or modified.

d.If any guarantee, condition, warranty or term is implied or imposed by any applicable law and cannot be excluded (a “Non-Excludable Provision”), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one of the following at our option:

i.in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or

ii.in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

 

V.INCONSISTENCIES

1.To the extent that any of the additional policies are different from these Terms of Service, the relevant terms of the additional policies will apply, except that nothing in those additional policies will (unless expressly indicated otherwise in those additional policies) amend the following sections of these Terms of Service (which will apply in the event there is any difference):

    “Changes to the Terms and our services”;
    “Our intellectual property rights and software”; and
    “Liability for our services and software”.

2.However, to the extent that any country-specific terms differ from these Terms of Service or any of the additional policies, the relevant country-specific terms will apply, regardless of which section of these Terms of Service is in question.

VI.APPLICATIONS STORES

1.The n-gage App can be downloaded from third party application stores including Google Play, and the Apple App Store etc. The n-gage App can also be directly downloaded from the Site. Additionally, You may also use the web version of the n-gage App as available on http://online.ngageapp.com/

2.You agree to comply with all third party terms and conditions and privacy policies, if any, applicable to the use of our services. n-gage shall not be responsible or liable for any violation or infringement of any third party rights or terms and conditions in connection with access, download or installation of n-gage App by You.

VII.LICENCE

1.Subject always to your compliance with the Terms n-gage shall grant You a licence to use the n-gage App and related services, strictly in accordance with the Terms, provided that:

(a) You shall use the n-gage App solely for Your personal and lawful purposes only; 

(b) You shall not, nor allow third parties on Your behalf to:

(i)resell or charge others for use of the n-gage App; or
(ii)duplicate, disassemble, decompile, transfer, exchange or translate the n-gage App, create derivative works of the n-gage App of any kind whatsoever or attempt to reverse engineer, alter or modify any part of the n-gage App; and 

(c) You warrant to otherwise comply with the Terms,

(hereinafter referred to as the “Licence”).

2.For avoidance of any doubt the Licence is a personal, non-exclusive, non-transferable, non-sub-licensable, revocable, limited licence to download and use the n-gage App on a mobile or computer device that You own or control.

VIII.MODIFICATIONS TO THE  n-gage APP

1.As our services and user experiences are constantly evolving, we may from time to time, add, change, modify, discontinue or remove features from our services (including in relation to whether a service is free of charge or not), without cause, temporarily or permanently with or without any notice to You. 

2.You agree that n-gage shall not be liable to You or to any third party for any modification, suspension or discontinuance of the n-gage App or the Site. 

IX.YOUR ACCOUNT

1.You will need to create an account with us in order to access and use the n-gage App. To register for our services and use the n-gage App Youagree to provide us with your mobile number valid within the country of your residence.

2.Any account You open with us is personal to You and You are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your account, however we can disable, deactivate or terminate your account for whatever reason, including but not limited to your non-adherence with the Terms.

3.You are responsible for: (i) safeguarding any passwords used to access your account and our services; and (ii) all use of our services under your account. You must promptly notify us at support@n-gage.com if You know or suspect that your password or account has been compromised.

4.We reserve the right at any time, without notice to You, to immediately permanently discontinue or delete your account with us for your non-compliance with the n-gage Acceptable and Fair Use Policy or the Terms in general.

X.PAYMENTS

1.Once You have downloaded the n-gage App, You can message, chat with and call any other n-gage App user free of charge in accordance with the Acceptable and Fair Use Policy. 

2.In addition, You are offered the opportunity to access additional features and become a premium user on payment of certain charges from time to time. You may become a premium user by purchasing the additional features in-app or through the website. 

3.Your use of the premium features will be subject to the terms and conditions governing such premium features, in force from time to time.  If You are acquiring the premium features for a fixed period of time, then the licence set out above for use of such premium features applies only for the time period for which You have paid the requisite charges or fees. Your licence to use the premium features after the expiry of such time period is conditional upon further payment of the requisite fees or charges. We will notify You seven (7) days prior to the expiry of the time period for which You have paid the requisite charges and fees. You must comply with the terms of payment as contained herein in relation to your payments with us.

XI.TERMS OF PAYMENT

1.If You choose to access certain additional features and become a premium member You must provide your name and billing information so that your payment for the use of such additional features can be processed. 

2.A valid credit/ debit card is required for all paying accounts. The premium feature will be billed in full in advance. There will be no refunds or credits for partial months of use of the premium feature or refunds for months unused with an open account.  

3.You may also make a payment for using the additional features on the Site. In order to purchase the premium features, You will be required to provide Your credit/ debit card information and other such billing details required to process the payments. We use the services of third parties to process your payments and refunds. Please review the terms of use and privacy policies of those third parties before providing your banking, payment or billing information.We make use of encryption technology to protect your personal information and take appropriate measures to comply with the relevant data protection laws.
4.If You purchase any premium feature, You agree to pay all charges which includes but is not restricted to taxes as applicable, any charges by us or the online application store, or bank transaction charges when payment is made through Credit/ debit card or any other bank medium at the time of purchase or download. You hereby agree to abide by the relevant terms of service or other legal agreement that governs such medium or method used for payment.

5.Once the payment for a premium or additional feature has been processed, You will be able to immediately access and use such a feature.

6.We will not use your billing information for any purposes other than those mentioned in the n-gage Privacy Policy. You may refer to the same for further details on how we use your billing information.

XII.REFUNDS

1.If You believe that we have charged You in error, You must contact us at support@n-gage.com within thirty (30) days of such charge. No refunds will be given for any bank charges appearing on Your bank statement. No refunds will be given for any charges more than 30 thirty (30) days old.

2.We reserve the right to refuse a refund request if we reasonably believe:

a.that You are trying to unfairly exploit this refund policy, for example, by making repetitive refund requests in respect of the same product or feature; 
b.if You are in breach of any of the Terms (including without limitation, the terms of the Licence); or 
c.if we reasonably suspect that You are using any of our products fraudulently or that your User Account is being used by a third party fraudulently. 

XIII.YOUR CONTENT

1.When You submit, upload, transmit or display any data, information, media or other content in connection with your use of our services (“Your Content”), You understand and agree that:

a.You will continue to own and be responsible and liablefor Your Content;
b.our use of Your Content will be subject to our n-gage Privacy Policy;
c.You are giving us and our affiliate companies the right to use Your Content (with no fees or charges payable by us to You) solely for the purposes of providing, promoting, developing and trying to improve our services, including new services that we may provide in the future;
d.in using Your Content for the purposes mentioned in the Terms, we and our affiliate companies may copy, reproduce, host, store, process, adapt, modify, translate, perform, distribute and publish Your Content worldwide in all media and by all distribution methods, including those that are developed in the future, provided that they are incorporated into our services which You use; and
e.we may share Your Content with third parties that we work with to help provide, promote, develop and improve our services, but these third parties (other than our affiliate companies) will not make any separate use of Your Content for their own purposes (i.e. for any purposes that are not related to our services). The sharing of Your Content with such third parties shall be in accordance with the Terms.

2.In addition, You agree that we and our affiliate companies (subject to the Terms and applicable laws and regulations):

a.are allowed to retain and continue to use Your Content after You stop using our services; and
b.may be required to retain or disclose Your Content in order to comply with applicable laws or regulations, or in order to comply with a court order or other legal process, or we and our affiliate companies may disclose Your Content in response to a lawful request by a government authority, law enforcement agency or similar body (whether situated in your jurisdiction or elsewhere). You also agree that we may need to disclose Your Content in order to enforce the Terms, protect our rights, property or safety, or the rights, property or safety of our affiliate companies or other users of our services.

3.You understand that even if You seek to delete Your Content from our services, it may as a technical and administrative matter take some time or not be possible to achieve this. We will not transfer your personal data and content to third party or any affiliate in any country or territory unless that country or territory ensures an adequate level of protection for your rights and freedoms in relation to the processing, storing and retention of personal data.

4.You shall be solely responsible for your own “Status Submissions” and the consequences of posting or publishing them. We do not make any guarantees as to the validity, accuracy or legal status of any status submitted by other users on the n-gage App or Site. 

5.Responsibility for Your Content

a.You are solely responsible for Your Content and we recommend that You keep a back-up copy of it at all times. You must at all times ensure that: 

(i)You have the necessary ownership rights and licences required to submit, transmit or display any Content on the n-gage App and the Site, and to grant us the rights as set out in the Terms; 
(ii)Your Content will be in accordance with the n-gage Acceptable and Fair Use Policy and 
(iii)Your Content (and our use of Your Content in accordance with the Terms) does not infringe or violate the intellectual or proprietary rights of any person or organisation or otherwise contravene any applicable laws or regulations.

XIV.ACCESS

1.Contact Details

a.You agree that in order to use our services, You will need to create an account by registering with us, using certain valid, complete and accurate details and information.

b.You expressly acknowledge and agree that we will access your contact list and/or address/phone book and all its details as stored on your mobile and/or computer devices and sync them with our servers to find and keep track of mobile telephone numbers of other users and non-users of our services. For instance, when You register with us, You are given the option of sending out invites to the contacts listed on your mobile and computer device to download the n-gage App and register with us. Should You choose to send an invite/message to your contacts, the same will appear as an SMS/message from You against your name as may be saved on their mobile and computer devices. Similarly, You are also given the option of sending out n-gage messages, personalized stickers, etc. to the contacts listed on your mobile and computer devices, in the form of an SMS/message. Please note that You will be liable for the payment of any additional charges incurred by You towards your SMS service provider when sending all such SMS / messages.

c.You may have synced the device on which You have downloaded the n-gage App, with your online email and social networking accounts, other mobile phones, computer and /or other similar electronic devices. As a result, the contacts and information stored on such online accounts, mobile phones, computer and other similar electronic deviceswill be displayed on the device on which You have downloaded the n-gage App. You understand and agree that such synced information on your mobile and computer devices forms part of the information mentioned in sub clause (b) above and further agree that we will access, collect and store all such contacts and their information and details and sync them with our servers to enable You to communicate with your contacts through the n-gage App, everywhere You go.

d.You understand that regular syncing of the contacts listed in your address and phone book on your device with our servers is necessary to enable You to connect and communicate with other n-gage users and therefore expressly grant us consent to access your contact list in the address / phone book stored in your phone and sync all data related to your address / phone book contacts with our servers.

e.You further agree that in order to provide You with certain functionalities on the n-gage App, we may collect email addresses, dates of birth and other details relating to your contacts from your mobile address and phone books to ensure that You are provided with a better user experience.

f.You further agree that we may access your photos, audio and video files your mobile and computer devices to provide You with the services and functionalities that require such information. 

2.Hardware:

a.You agree that in order to enable You to access certain services and functionalities within the n-gage App, we may access certain hardware and software on your mobile and computer device, including but not limited to mobile and computer device information, camera, microphone and gallery for image, videos and audio files.

b.You further agree that we may collect information related to your mobile and computer devices in accordance and for the purposes mentioned in the n-gage Privacy Policy. Please refer to the n-gage Privacy Policy for more details.

3.Calendar:

a.When you create events or use certain features like schedule within the n-gage app and share your content with your family and friends through the events you create, we will access your calendar as well as the calendar of those family and friends to whom you have sent invites for such events, only for the purpose of inserting information for the events created by you or other users of n-gage. The calendar functionality in your phone will then act as a reminder for such events. 

b.You understand and agree that in order to fulfill your requests and to provide you and your family and friends with the relevant service, we will need to access your calendar solely for the purpose of inserting information relating to the events which you have created and / or accepted invites to. The n-gage app does not collect or read any  information you may have stored within your calendar, other than that which is required to give you a customized user experience

XV.THIRD PARTY CONTENT AND SERVICES

1.We are not responsible for and we do not endorse, support or guarantee the lawfulness, accuracy or reliability of any content submitted to, transmitted or displayed by or linked by our services, including content provided by other users of our services or by our advertisers. You acknowledge and agree that by using our services You may be exposed to content which is inaccurate, misleading, defamatory, offensive or unlawful. Any reliance on or use of any content on or accessible from our services by You is at your own risk. Your use of our services does not give You any rights in or to any content You may access or obtain in connection with your use of our services.

2.We also do not guarantee the quality, reliability or suitability of any third party services provided, made available or linked through our services and we will bear no responsibility or liability for such third party services. By using our services, You expressly acknowledge and agree that we shall not be responsible or liable for any damages, claims or other liability arising from or related to your use of any third-party services or by your reliance on any third party content hosted on the Site or the n-gage App. If You access third party services through our services, You must comply with any terms and conditions applicable to those services.

3.We may review (but make no commitment to review) content and/or third party services made available through our services to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content or third party services if they infringe intellectual property rights, breach copyright laws, are obscene, defamatory or abusive, violate any rights or pose any risk to the security or performance of our services.

4.There may be, from time to time, third party content and services on our services that are subject to further terms, including terms from the relevant third party that originally produced such content and services (for instance, the news agency that was responsible for writing a news article that then appears on our news service). In such cases, You agree to comply with any such further terms and conditions as notified to You.

5.If You have any concerns regarding any content on or any other aspects of our services, please contact support@n-gage.com. 

XVI.THIRD PARTY SOFTWARE

1.The “Third Party Content and Services” section above applies to any software supplied by third parties (including but not limited to any software, plug-ins, tools, codecs, data and content within such software) for use in connection with, or incorporated within, our services ("Third Party Software"), including your use of such Third Party Software.

2.In addition to that section, please note that we are not responsible or liable for and we do not endorse, support or guarantee the quality, reliability or suitability of any such Third Party Software. Any reliance on or use of such Third Party Software is at your own risk. By using our services, You expressly acknowledge and agree that we shall not be responsible or liable for any damages, claims or other liability arising from or related to your use of any third-party software.

3.You shall be responsible to ensure your compliance with any additional terms and conditions that may be applicable to any such Third Party Software.

4.We do not provide any technical support for any Third Party Software. Please contact the relevant supplying third party for such technical support.

XVII.OPEN SOURCE SOFTWARE

1.Further to the "Third Party Software" section above, our services may use software that is subject to “open source” licences (the “Open Source Software”). Where we use such Open Source Software, please note that:

a.there may be provisions in the Open Source Software's licence that expressly override the Terms, in which case such provisions shall prevail to the extent of any conflict with the Terms; and
b.we will credit the relevant Open Source Software (including notifying You of the relevant Open Source Software terms) within our services, within an Appendix to the Terms and/or in another manner.

XVIII.ADVERTISING CONTENT ON OUR SERVICES

1.Our services may include advertising or commercial content. You agree that we are allowed to integrate advertising or commercial content into our services and that (where reasonably practicable) we will identify paid services and communications. 

2.You also agree to be supplied with targeted advertising to try to enable us to make advertising more relevant and valuable to You. In the event You do not wish to receive any marketing or advertising content on the n-gage App or the Site, You may not use our Service

XIX.DIRECT MARKETING

1.We will use your information in accordance with the n-gage Privacy Policy for the purpose of sending You advertising or direct marketing (whether by messaging within our services, by email or by other means) that offer or advertise products and services of ours and/or selected third parties. Such products and services include:

a.products and services of ours (or our affiliate and subsidiary companies and joint venture partners), including services in relation to messaging, online media and advertising, interactive entertainment, social networking, e-commerce, news and information, payment, internet search, location and mapping, applications, data management, and other related software and services (“Internet Services”); and
b.third party providers of Internet Services and products and services including but not limited to dining, food and beverages, sports, music, film, television, live performances and other arts and entertainment, books, magazines and other publications, clothing and accessories, jewellery, cosmetics, personal health and hygiene, electronics, collectibles, housewares, appliances, home decoration and furnishings, pets, automobiles, hotels, transport and travel, banking, insurance and financial services, loyalty and reward programs and other products and services that we think may be relevant to You.

2.If required by applicable laws, we will honour your request for us to not use your personal information for the direct marketing purposes noted above. If You wish to make such a request, please: (i) notify our Privacy Officer using the contact details as set out in the n-gage Privacy Policy; (ii) follow the relevant instructions on our marketing messages; or (iii) if available, follow the instructions as set out in certain service-specific guidance (in relation to the relevant service).

3.Please note that we will not share your personal information with advertisers unless You have given us your consent to do so. We do, however, share non-personal information with advertisers for the purposes of offering You advertising that is more relevant to You.

XX.OUR INTELLECTUAL PROPERTY RIGHTS

1.All intellectual property rights in or to our services and software (including any future updates, upgrades and new versions) will continue to belong to us and our licensors. Except as expressly provided in the Terms, You have no right to use our intellectual property rights. In particular, You have no right to use our trademarks or product names (for example, “n-gage”, “Lifeseeds”, “Wavemarc”, etc.), logos, domain names or other distinctive brand features without our prior written consent.  Any comments or suggestions You may provide regarding our services are entirely voluntary and we will be free to use these comments and suggestions at our discretion without any payment or other obligation to You.

2.Where our services involve You downloading and using any software from us, we grant You a limited, personal, non-exclusive, non-sub-licensable, non-transferable, royalty-free and revocable licence to use the software in order to use our services in accordance with the Terms (including any specific technical requirements that relate to the software or its use on your particular device). 

3.You may not copy, modify, reverse, compile, reverse, engineer or extract source codes from our software, except to the extent that we may not prohibit You from doing so under applicable laws or regulations or You have our prior written consent to do so. Where applicable laws or regulations entitle You to reverse compile or extract source codes from our software, You will first contact us to request the information You need.

4.We may from time to time provide updates to our software. Such updates may occur automatically or manually. Please note that our services may not operate properly or at all if upgrades or new versions are not installed by You. We do not guarantee that we will make any updates available for any of our software, or that such updates will continue to support your device or system.

XXI.WARRANTY AND DISCLAIMER

1.We warrant to You that we will provide our services using reasonable care and skill.

2.APART FROM THIS WARRANTY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATION, ALL OF OUR SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER US NOR ANY OF OUR AFFILIATE OR GROUP COMPANIES NOR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, ASSOCIATES, AGENTS OR OFFICERS MAKE ANY REPRESENTATION OR WARRANTY OR GIVES ANY UNDERTAKING IN RELATION TO OUR SERVICES, OUR SOFTWARE OR ANY CONTENT SUBMITTED, TRANSMITTED OR DISPLAYED BY OUR SERVICES, INCLUDING: 

a.ANY REPRESENTATION, WARRANTY OR UNDERTAKING THAT OUR SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE FROM VIRUSES; 
b.THAT OUR SERVICES OR SOFTWARE WILL BE COMPATIBLE WITH YOUR DEVICE; OR 
c.THAT OUR SERVICES OR SOFTWARE WILL BE OF MERCHANTABLE QUALITY, FIT FOR A PARTICULAR PURPOSE OR NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATION, YOU WAIVE ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.

3.YOU UNDERSTAND THAT THE n-gage APP IS PURELY MEANT FOR YOUR PERSONAL ENTERTAINMENT PURPOSES ONLY. WE DO NOT PROVIDE ANY GUARANTEE AS TO THE PERFORMANCE OF OUR SERVICES, SOFTWARE OR CONTENT. IN THIS RESPECT YOU EXPRESSLY AGREE TO HOLD US, OUR AFFILIATE AND GROUP COMPANIES, OUR DIRECTORS, ASSOCIATES, AGENTS AND OFFICERS HARMLESS FROM ALL DIRECT AND INDIRECT CLAIMS ARISING FROM PRODUCT LIABILITY AND UNDERSTAND THAT YOU ARE REQUIRED TO TAKE APPROPRIATE PRECAUTIONS AND MEASURES WHILE USING OUR SERVICES TO PREVENT MISUSE OF YOUR CONTENT IN ANYWAY.

XXII.LIABILITY FOR OUR SERVICES AND SOFTWARE

1.To the extent permitted by applicable laws and regulations, the total aggregate liability of us and our affiliate companies for all claims in connection with the terms or our services or software, arising out of any circumstances, will be limited to the greater of the following amounts: 

a.the amount that You have paid to us for your use of our service or software to which the claim relates in the 6 months immediately preceding the date of the most recent claim; and 
b.Gbp25 (twenty five pounds sterling).

2.To the extent permitted by applicable laws and regulations, in no event will we or any of our affiliate companies, to the extent permitted by applicable laws and regulations, be liable under any circumstances for any indirect, special, consequential, exemplary or punitive damages or for any loss of business, revenues, profits, goodwill, content or data.

3.Notwithstanding any other provisions of the terms, nothing in the terms limits or excludes any of your statutory rights in your jurisdiction, to the extent these may not be excluded or waived under applicable laws and regulations.

4.You agree that You will be responsible for complying with applicable local law in your jurisdiction for use of the Site and the n-gage App. 

5.Please note that we are not responsibleor liable for any third party charges You incur (including any charges from your internet and telecommunication services providers) in relation to or arising from your use of our services or software.

XXIII.INDEMNIFICATION

1.YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US, OUR AFFILIATE AND GROUP COMPANIES, OUR DIRECTORS, ASSOCIATES, AGENTS AND OFFICERS HARMLESS FROM ALL DIRECT AND INDIRECT CLAIMS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO LAWYERS OR LEGAL FEES) ARISING FROM: 

a.YOUR USE OF AND ACCESS TO THE n-gage APP AND/OR THE SITE; 
b.YOUR VIOLATION OF ANY OF THE TERMS; 
c.YOUR VIOLATION OF ANY THIRD PARTY RIGHTS; OR 
d.ANY CLAIM THAT ONE OF YOUR STATUS SUBMISSIONS CAUSED DAMAGE TO A THIRD PARTY. 

2.THEOBLIGATIONS CONTAINED IN THIS CLAUSE SHALL SURVIVE THE TERMS OF SERVICE AND YOUR USE OF OUR SERVICES. 

XXIV.TERMINATION

1.This Agreement commences on the date You accept the Terms, that is, on the date You download and install the n-gage App on your particular device. We may terminate or suspend your use of the n-gage App or the Site at any time at our discretion, without notice to You.

2.The Terms will apply to your use of our services until access to the relevant services is terminated by either You or us.

3.We may suspend, deactivate or terminate your access to your account or any or all of our services: (i) if we reasonably believe that You have breached the Terms; (ii) if your use of our services creates risk for us or for other users of our services, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation; (iii) if You fail to use our services for a prolonged period; or (iv) for any other reason. Where reasonably practicable, we will give You notice of any suspension or termination.

XXV.TRANSFER OF RIGHTS AND OBLIGATIONS

1.You shall not transfer, assign, charge or otherwise dispose of this Contract, or any of your rights or obligations arising under it.

2.We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract, without your prior consent.

XXVI.EVENTS OUTSIDE OUR CONTROL

1.We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control ("Force Majeure Event").

2.A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) Strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or circumstances beyond our control, failure  of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government.

3.Our performance under the Terms is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Terms may be performed despite the Force Majeure Event. You acknowledge and agree that in no event will our partners or affiliate companies have any liability under the Terms.

XXVII.ENTIRE AGREEMENT

1.The terms and conditions contained in this n-gage Terms of Service, the n-gage Privacy Policy, the n-gage Cookies Policy and the n-gage Acceptable and Fair Use Policy represent the entire agreement between You and us in relation to our services and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

2.You acknowledge and agree that, You have not relied on any representation, undertaking or promise or implied any warranty or thing, whether said by spoken words or in writing. except as expressly stated herein.

XXVIII.GENERAL

1.The invalidity of any provision of the Terms (or parts of any provision) will not affect the validity or enforceability of any other provision (or the remaining parts of that provision).

2.If a court holds that we cannot enforce any part of the Terms as drafted, we may replace those terms with similar terms to the extent enforceable under applicable law, without changing the remaining terms of the Terms. 

3.No delay in enforcing any provision of the Terms will be construed to be a waiver of any rights under that provision. Any rights and obligations under the Terms which by their nature should survive, including but not limited to any obligations in relation to the liability of, or indemnities (if any) given by, the respective parties, will remain in effect after termination or expiration of the Terms.

4.The headings in the Terms and conditions are for convenience only and have no legal or contractual effect.  The Terms and conditions operate to the fullest extent permissible by law.

XXIX.OUR RIGHT TO VARY THE TERMS

1.We have the right to revise and amend the Terms from time to time, so please come back and review them from time to time.

2.By continuing to use our services after any changes to the Terms, with or without notice from us, You are agreeing to the revised n-gage Terms of Service. 

3.If You do not agree to the Terms, as may be revised from time to time, You may discontinue the use of our Services. 

4.You agree that at any point of time, You will be subject to the Terms as last revised and in force. 

XXX.GOVERNING LAW

1.Except to the extent that: 

a.any applicable additional terms incorporated into the Terms provide differently, or
b.the applicable laws and regulations of your jurisdiction mandate otherwise (for instance, You may have statutory rights in your jurisdiction in relation to bringing or defending claims in a local court (including small claims court (or similar court), the Terms and any dispute or claim arising out of or in connection with the Terms will be governed by the laws of England and Wales.

2.This Agreement shall be governed by the laws of England and Wales. You irrevocably consent to the exclusive jurisdiction of courts in England, for all disputes arising out of or relating to this Agreement.


Version 11: Last updated on 28  April, 2017