LICENSE AND LIMITATIONS
1.1. Limited License. Subject to your agreement and continuing compliance with these Terms and any other relevant Relay policies, Relay grants you a non-exclusive, non-transferable, revocable limited license subject to the limitations in these Terms to access and use the Service using a web browser or mobile device solely for your own non-commercial entertainment and communication purposes. You agree not to use the Service for any other purpose. You are responsible for any fees, including but not limited to, Internet connection, SMS text messaging or mobile fees that you incur when accessing the Service.
1.2. License Limitations. Any use of the Service in violation of these license limitations is strictly prohibited and can result in the immediate revocation of your limited license granted in these Terms, and may subject you to liability for violations of law and these Terms. Any attempt by you to disrupt or interfere with the Service including undermining or manipulating the legitimate operation of any application is a violation of these Terms and may be a violation of law. You agree that you will not, under any circumstances, do any of the following:
1.2.1. Use, design, or assist in the design of cheats, exploits, automation software, bots, hacks, mods or any unauthorized third party software designed to modify or interfere with the Service or any Relay application experience;
1.2.2. Modify or cause to be modified any files that are a part of the Service;
1.2.3. Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Service or any Relay application environment; or (2) the enjoyment of the Service or any Relay application by any other person;
1.2.4. Institute, assist, or become involved in any type of attack, including but not limited to distribution of a virus, denial of service attacks upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;
1.2.5. Attempt to gain unauthorized access to the Service, accounts registered to others or to the computers, servers, or networks connected to the Service by any means other than the user interface provided by Relay, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Service;
1.2.6. Engage in any act that Relay deems to be in conflict with the spirit or intent of the Service, including, but not limited to, circumventing or manipulating these Terms, our application rules, application mechanics or policies;
1.2.7. Improperly use Relay's support services;
1.2.8. Use the Service, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
1.2.9. Use the Service or any part thereof for any commercial purpose, including but not limited to for any commercial advertisement or solicitation or (2) to gather or transfer Digital Items (as defined below) for sale;
1.2.10. Use the Service or any part thereof to perform in-application services, such as upgrade and item collection services, in exchange for payment outside the Service;
1.2.11. Transmit unauthorized communications through the Service, including junk mail, junk messages, spam and any materials that promote malware and spyware;
1.2.12. Post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;
1.2.13. Post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content;
1.2.14. Attempt to, or harass, bully, abuse, or harm, or advocate or incite harassment, abuse or harm of another person, group, including Relay employees, including Relay's customer service representatives;
1.2.15. Make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person, including but not limited to a Relay employee;
1.2.16. Use any unauthorized third party software that accesses, intercepts, “mines,” or otherwise collects information from or through the Service or that is in transit from or to the Service, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Service to store information about Relay application elements or environment. Relay may, at its sole and absolute discretion, allow the use of certain third party user interfaces;
1.2.17. Interceptor observe any proprietary communications protocol used by a user, client, server, or the Service, whether through the use of a network analyzer, packet sniffer, or other device;
1.2.18. Make any automated use of the system, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
1.2.19. Bypass any robot exclusion headers or other measures that are intended to restrict access to the service or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Service, or harvest or manipulate data;
1.2.20. Use, facilitate, create, or maintain any unauthorized connection to the Service, including but not limited to any connection to any unauthorized server that emulates, or attempts to emulate any part of the Service or any connection using programs, tools, or software not expressly approved in writing by Relay;
1.2.21. Except where permitted by law or relevant open source licenses, reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by Relay;
1.2.22. Copy, modify or distribute rights or content from any Relay site or application, or Relay's copyrights or trademarks or use any method to copy or distribute the content of the Service except as specifically allowed in these Terms of Service.
1.2.23. Except as intended by the Relay application, solicit or attempt to solicit personal information from other users of the Service;
1.2.24. Collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image or video form), identification documents, or financial information through the Service;
1.2.25. Upload or transmit or attempt to upload or transmit, without Relay's express permission, any material that acts as a passive or active information collection or transmission mechanism;
1.2.26. Create an Account or access the Service if you are under the age of 13;
1.2.27. Fail to monitor your account to restrict use by minors or fail to deny access to children under the age of 13; (You accept full responsibility for any unauthorized use of the Service by minors in connection with your account. You are responsible for any use of your credit card or other payment instrument (e.g. PayPal) by minors.)
1.2.28. Have more than one account, per platform or SNS, at any given time, and shall not create an account using a false identity or information, or on behalf of someone other than yourself;
1.2.29. Create an account or use the Service if you are a convicted sex offender;
1.2.30. Have an Account or use the Service if you have previously been removed by Relay or previously been banned from any Relay application;
1.2.31. Use the Service if you are located in a country embargoed by the United States or if you are on the U.S. Treasury Department’s list of Specially Designated Nationals.
1.2.32. Sublicense, rent, lease, sell, trade, gift, bequeath or otherwise transfer your account or any Digital Items associated with your Account to anyone without Relay's written permission; or
1.2.33. Access or use an account or Digital Items that have been sublicensed, rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the original account creator without Relay's permission.
1.3. Digital Items. You acknowledge and agree that in a Relay application you may “earn,” “buy,” or “purchase” digital in-application items for use in the Service (collectively with digital currency, “Digital Items”), you do not own the Digital Items and the amounts paid for any Digital Item does not refer to any asset or value of real currency or its equivalent. Instead, you merely purchase a limited license to use the Service, including software programs that occasionally manifest themselves as these Digital Items. The purchase and sale of the limited license referred to in these Terms of Service is a final and completed transaction upon receipt of your direct payment or a third party digital currency. Any “digital currency” balance shown in your account does not constitute any real-world stored value, but instead constitutes a measurement of the extent of your license.
1.4. Username and Password. During the Account creation process, you may be required to select a password (“Login Information”). The following rules govern the security of your Login Information: (a) you agree not to share the account or the Login Information, let anyone else access your account, or do anything else that might jeopardize the security of your Account; (b) in the event you become aware of or suspect any breach of security, including but not limited to any loss, theft, or unauthorized disclosure of the Login Information, you agree to immediately notify Relay and modify your Login Information; (c) you are solely responsible for maintaining the confidentiality of the Login Information, and you agree to be responsible for all uses of the Login Information, including purchases, whether or not authorized by you; and (d) you are responsible for anything that happens through your account. We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.
1.5. Security. Relay cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your Content and personal information at your own risk. You are fully responsible for all interaction with the Service that occurs in connection with your registration information (including, without limitation, all purchases). You agree to immediately notify us of any unauthorized use of your registration information or any other breach of security related to your account or the Service, and to ensure that you "log off"/exit from your account with the Service (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations. If you sign into the Service using a third-party social networking platform account, be sure to review the privacy and data usage policies of such platform to learn more about its personal information practices and your options, as they may differ from those governed by our Privacy Statement and these Terms.
1.6. Storage Practices and Limits. There is limited storage space for User Content on the Service. While we’ll make efforts we believe are reasonable to safeguard and backup User Content, and to make User Content available in case of loss or deletion, we have no responsibility or liability for the deletion or failure to store or the security of any User Content or Assets. We reserve the right to mark or treat as "inactive" and archive accounts and/or User Content or Assets that are inactive for an extended period of time, as determined by us. We reserve the right to change our practices and storage rules at any time in our sole discretion with or without notice to you.
1.7. Third-Party Links. The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Relay. Relay does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that these Terms and the Privacy Statement do not apply to your use of such sites. You expressly relieve Relay from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of Assets, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Relay shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
1.9. Relationship. The parties' relationship to each other under these Terms is strictly that of independent contractors and nothing in these Terms will in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship. Each party will be responsible for covering their respective costs and expenses in performing their duties under these Terms, unless expressly provided otherwise herein. If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of these Terms and the remainder of these Terms will continue in full force and effect. The section headings used in these Terms are for convenience only and will not be given any substantive effect. The English language version of these Terms is legally binding in case of any inconsistencies between the English version and any translations. If you access the Service in Canada, You agree to the following: The parties hereto confirm that it is their wish that these Terms, as well as other related documents, including notices, have been and will be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise. Except as expressly provided herein, a party may only waive its rights under these Terms by a written document executed by both parties. Any failure to enforce any provision of these Terms will not constitute a waiver thereof or of any other provision hereof. You may not assign or delegate these Terms or any of your rights or obligations hereunder. Any unauthorized assignment will be null and void. You acknowledge and agree that we may assign or sub-contract any of its rights or obligations under these Terms.
Resolution Process for Transactions. All parties share the responsibility for making sure that purchases facilitated by our Service are satisfactory and hassle-free. Our Service hosts the resolution process for transactions when Buyers claim that their Asset was not received, or the Asset they received was different from what was described in the product listing. We may take a more active role in ensuring transaction problems are resolved; however, you understand that we are not obligated to do so. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover. We will correct any processing errors by debiting or crediting the payment method used. Should you file a chargeback or dispute on a purchase you have made on Relay, we reserve the right to close your account without notice.
Our Proprietary Rights. Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Relay Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Relay and its licensors (including that of other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Relay Content. Use of the Relay Content for any purpose not expressly permitted by these Terms is strictly prohibited. You may choose to or we may invite you to submit comments, reviews, or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Relay under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Relay does not waive any rights to use similar or related ideas previously known to Relay, or developed by its employees, or obtained from sources other than you.
Relay Property. Certain aspects of the Service may allow you to obtain certain reputational or status indicators and/or purchase Service currency ("Credits" used to easily buy Assets (collectively "Relay Property"). While the Credits you purchase do not expire, you acknowledge and agree that if your account becomes Inactive, Relay may, without further notice to you, redeem all Credits remaining in your account for any other Relay Property that Relay selects, in its sole discretion. For purposes of this Section 7, the term "Inactive" means that, based on Relay’s records: (i) for a period of one (1) year, or more, you have not logged into your account on the Service; or (ii) despite commercially reasonable efforts, Relay has been unable to contact you to verify that you intend to continue use of your account.You understand and agree that regardless of terminology used, Relay Property represents a limited license right governed solely by the terms of these Terms and available for distribution at Relay's sole discretion. Relay Property is not redeemable for any sum of money or monetary value from Relay at any time. You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of Relay on Relay servers, including without limitation any data representing or embodying any or all of your Relay Property. You agree that Relay has the absolute right to manage, regulate, control, modify and/or eliminate Relay Property as it sees fit in its sole discretion, in any general or specific case, and that Relay will have no liability to you based on its exercise of such right. All data on Relay's servers are subject to deletion, alteration or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, account history and account content residing on Relay's servers, may be deleted, altered, moved or transferred at any time for any reason in Relay’s sole discretion, with or without notice and with no liability of any kind. Relay does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on Relay’s servers.
Payment Information and Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
2.1. User Content. “User Content” means any communications, images, sounds, and all the material, data, and information that you upload or transmit through a Relay application client or the Service, or that other users upload or transmit.
2.2. Screening. You are responsible for all User Content you post or otherwise transmit via the Service. We assume no responsibility for the conduct of any user submitting any User Content, and assume no responsibility for monitoring the Service for inappropriate or illegal content or conduct. We have no obligation to monitor User Content. If we choose at any time, in our sole discretion, to monitor the Service, we have the right, in our sole discretion, to edit, refuse to post, or remove any User Content, and we may monitor or record your interaction with the Service or communications when you are using the Service. By entering into these Terms of Service, you hereby provide your irrevocable consent to such monitoring and recording.
2.3. Information Disclosed Through the Service.
2.3.1. Responsible For Your Own Content. You are solely responsible for the information that you post on, through or in connection with the Service and that you provide to others. Information, materials, products or services provided by other users (for instance, in their profiles) may, in whole or in part, be unauthorized, impermissible or otherwise violate these Terms of Service, and Relay assumes no responsibility or liability for that material. If you become aware of misuse of the Service by any person, please report it to us. We may reject, refuse to post or delete any User Content for any or no reason, including, but not limited to, User Content that in the sole judgment of Relay may violate these Terms of Service. We reserve the right to limit the storage capacity of User Content that you post on, through, or in connection with the Service.
2.3.2. Public Disclosure. The Service may include various forums, profiles, blogs, and chat features where you can post User Content, including your observations and comments on designated topics. Other members may use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential or do not want others to use, do not post it on the Service. Relay has no responsibility to evaluate, use, or compensate you for any ideas or information you choose to disclose. If you submit suggestions, proposals, comments, feedback or other materials (collectively “Submissions”) within the Service, you understand and agree that Relay (1) shall have no obligation to keep your Submissions confidential; (2) shall have no obligation to return your Submissions or respond in any way; and (3) may use your Submissions for any purpose in any way without notice or compensation to you. Relay IS NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY FORUMS, PROFILES, BLOGS, OR CHATS.
2.3.3. Our Disclosure of Your Information. Your information, and the contents of all of your online communications may be accessed and monitored as necessary to provide the Service and may be disclosed by us for any reason, including, but not limited to, (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws; (iii) when we believe that the Service is being used in the commission of a crime, including, but not limited to, to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health or safety of any person or the public generally; and (v) to protect the rights or property of Relay, including, but not limited to, to enforce our Terms of Service. By entering into these Terms of Service, you hereby provide your irrevocable consent to such monitoring, access, and disclosure.
2.4. User Interactions. You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service or Relay applications. Relay reserves the right, but has no obligation, to become involved in any way with these disputes. If you have a dispute with one or more users, you release Relay (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, including, but not limited to, damages for loss of profits, goodwill, use or data. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.”
SUSPENSION AND TERMINATION OF ACCOUNT AND SERVICE
WITHOUT LIMITING ANY OF OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF YOU ARE, OR Relay SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS OF SERVICE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR USER NAME AND PERSONA AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND Relay IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.
WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND USER ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR APPLICATIONS AND SITES, AND THEIR CONTENT, SERVICES AND TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
We reserve the right to cease offering or supporting the Service or a particular application or part of the Service at any time either permanently or temporarily, at which point your license to use the Service or a part thereof will be automatically terminated or suspended. In such event, Relay shall not be required to provide refunds, benefits, or other compensation to users in connection with such discontinued elements of the Service. Termination of your account can include disabling your access to the Service or any part thereof including any content you submitted or others submitted.
4.1. Our Applications and Service. The Service (including but not limited to any applications, titles, computer code, themes, objects, characters, character names, stories, dialogue, catch phrases, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, documentation, in-application chat transcripts, recordings of applications played using a Relay application client, and the Relay application clients and server software) are copyrighted works owned by Electric File Company Pty Ltd. Relay reserves all rights, including, but not limited to, all intellectual property rights or other proprietary rights in connection with the Service.
4.2. Accounts. Notwithstanding anything to the contrary in these Terms, you acknowledge and agree that you have no ownership or other property interest in an account, and you further acknowledge and agree that all rights in and to an account are and are forever owned by and inure to the benefit of Relay. Accounts created with us, through the Service, or in a Relay application will be considered active until we receive a user request to deactivate or delete them, except we reserve the right to terminate any account that has been inactive for a period of time we deem reasonable.
4.3. Digital Items. Relay owns, has licensed, or otherwise has rights to use all of the content that appears in the Service. Notwithstanding any provision to the contrary in these Terms, you agree that you have no right or title in or to any content that appears in the Service, including, but not limited to, the Digital Items appearing or originating in any Relay application or the Service, whether “earned” in an application or “purchased” from Relay, or any other attributes associated with an account or stored on the Service. We prohibit and do not recognize any purported transfers of Digital Items outside of the Service, or the purported sale, gift, or trade outside of an application of anything that appears or originates in the Service, unless otherwise expressly authorized by Relay in writing. Accordingly, you may not sublicense, trade, sell, or attempt to sell Digital Items for legal currency or exchange Digital Items for value of any kind outside of an application without Relay's written permission. Any such transfer or attempted transfer is prohibited, null, and void, and will subject your account to termination.
PURCHASES AND FEES
5.1. Payment Information and Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, PayPal, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
5.2. Refunds. You may cancel your account at any time; however, there are no refunds for cancellation. In the event that Relay suspends or terminates your account or these Terms for any reason, you understand and agree that you shall receive no refund or exchange for any Relay property, any credits you have saved, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else. In the event Relay makes an exception and issues a refund (which it is under no obligation to provide), you understand and agree that you must immediately retrieve and delete all relevant product files from any and all places you have distributed the files to and all computers you have downloaded them to. You also understand and agree that once a refund is requested, you are not permitted to exploit the product files in question, and immediately upon receipt of a refund, all licenses to such product files and underlying content are revoked, and you are not authorized to use the product in any form or for any purpose whatsoever. All refunds are at the sole discretion of Relay.
5.3. Purchases. In the Service you may purchase, with legal tender, a license to use Digital Items or other goods or services. You may also obtain a license to use Digital Items by redeeming digital currency. PURCHASES OR REDEMPTIONS OF THIRD PARTY DIGITAL CURRENCY TO ACQUIRE A LICENSE TO USE DIGITAL ITEMS ARE NON-REFUNDABLE. For Digital Items, your order will represent an offer to us to purchase a license for the relevant services which may be accepted by us when we make the Digital Items available in your account for you to use in our applications or debit your credit card, whichever comes first. Your license to Digital Items for use in Relay applications is a service provided by Relay that commences upon acceptance by Relay of your purchase or redemption of third party digital currency. By ordering a license to use Digital Items you agree and accept that Relay will provide it to you promptly following completion of your purchase. If you reside in the European Union and you purchase a product or service from Relay, you may have the right to withdraw from a purchase within seven calendar days, commencing on the day after the date of purchase (the “Cooling Off Period”), but you lose your right of withdrawal if the performance of the services begins before the end of the Cooling Off Period. Therefore, if you purchase a license to use Digital Items from us, your right of withdrawal is lost as the performance of our services begins promptly once your purchase is completed.
5.4. Payment of Fees. You agree to pay all fees and applicable taxes incurred by you or anyone using an account registered to you. Relay may revise the pricing for the goods and services it licenses to you through the Service at any time. YOU ACKNOWLEDGE THAT RELAY IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED DIGITAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
This Seller Agreement (the "Seller Agreement") is entered into as of the date (the "Effective Date") the party whose name is set forth below (the "Seller") accepts its terms and conditions by creating an account and is by and between Electric File Company Pty Ltd ("Relay"), a Delaware corporation, and the Seller. The Parties agree to the following:
6.1. Seller Affirmations. You agree that any Assets you make available on the Service, including in any Relay Free Good Program, will not violate third-party rights of any kind including, but not limited to, any Intellectual Property Rights or rights of privacy. For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. Relay reserves the right to ban or remove access to Service if you receive one or more copyright complaints against your listed Assets. You understand that publishing your Assets on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization. You affirm, represent and warrant the following:
- You have the full right, power and authority to enter into this agreement and to fully perform all of your obligations.
- Your Assets and all parts thereof are owned and controlled by, or licensed to you, and your use of the Service is permitted by applicable law and by all applicable rightsholders. You retain all Intellectual Property Rights to your posted Assets.
- If your Asset consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs by uploading such Assets to Relay, the end user license agreement, terms of service or the equivalent license held by you does allow you to incorporate such elements in the Assets created by you, and to license such Assets to Relay.
- If your Assets contains music and/or lyrics, you own or have acquired all rights to use such music and/or lyrics and any sound recording from the owner of the copyright in such music and/or lyrics or sound recording.
- Your Assets and Relay’s use as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- To the extent that your Assets contain identifiable third parties or landmark(s), you represent that you have obtained written consent and/or model and property release(s) of those third-parties pictured, to use such third party’s name or likeness and grant Relay all of the license rights set forth in the applicable Licenses, including the Relay License Terms and Relay Pro License Terms. You also warrant that each such third party has released you from any liability that may arise in relation to such use.
- Relay may exercise the rights to your Assets granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- You will not provide inaccurate, misleading or false information to Relay or to any other User. If information provided to Relay or another User subsequently becomes inaccurate, misleading or false, you will promptly notify Relay of such change.
- You will not use Service to direct Users to other services or sites to purchase Assets.
- By using the Service to sell one or more Assets, you agree to pay Relay’s fees for such transaction, assume full responsibility for the content of the Assets offered, and accept that Relay cannot guarantee exact listing durations.
- Relay may, in its sole discretion, provide you with optional recommendations to consider when creating your listings and may also by default use the recommended prices as the default prices for your Assets. If Relay uses the recommended prices as default prices for your Assets, you may opt-out of such default pricing and determine your own prices within your store settings area. Such recommendations and/or default pricing may be based on the aggregated sales and performance history of similar sold and current listings; results will vary for individual listings. Your use of pricing recommendations or default pricing is optional, at your own risk, and Relay does not warrant that such prices will be most effective for your Assets. You agree that you are not relying on any pricing recommendations from Relay.
- You agree to abide by any seller guidelines or policies set forth by Relay.
6.2. License Grant
6.2.1. To Relay. By posting any Assets on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Relay a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Assets and your name, voice, and/or likeness as contained in your Asset, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Relay’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You affirm that any listed Assets are cleared to be sold under the applicable Licenses.
6.2.2. License Grant To Other Users. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, as permitted through the functionality of the Service and under these Terms and applicable License. You grant and/or authorize Relay to grant each User of the Service who purchases your Assets with all the rights, and subject to all the restrictions, described in the applicable License. You should review the Licenses carefully before uploading any Assets.
6.4. Asset Delivery. All Assets must be delivered immediately after purchase, with no barriers to immediate download. Whenever required all Asset files should be hosted on Relay. You must not require a Buyer to provide personal information in order to access licensed Assets.
6.5. Resolution Process for Transactions. All parties share the responsibility for making sure that purchases facilitated by our Service are satisfactory and hassle-free. Our Service hosts the resolution process for transactions when Buyers claim that their Asset was not received, or the Asset they received was different from what was described in the product listing. We may take a more active role in ensuring transaction problems are resolved; however, you understand that we are not obligated to do so. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover by debiting or crediting Sellers earned credits balance.
6.6. Payouts & Earnings. Unless otherwise agreed by the parties in writing, Relay shall send requested payouts according to published timeframes, and in the method, you select during the payout setup process. Available payout methods are subject to change. Our current payment terms (rates, fees, etc.) are available here—you should check this link regularly as we may change these in our sole discretion at any time and such change will apply to all transactions that occur after the published change. Payout requests may only be made if the total amount due to you totals at least $20. Unpaid amounts due shall accrue until the next month in which the amount due is at least $20. Relay reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under these Terms, or amounts due to any breach of these Terms by you, pending Relay's reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information, and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment, you must notify Relay in writing within thirty (14) days of such payment. Failure to so notify Relay shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Relay. No other measurements or statistics of any kind shall be accepted by Relay or have any effect under these Terms. We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may request that our payment service provider hold Seller funds based on certain factors, including, but not limited to, selling history, seller performance, the riskiness of the listing category, or the filing of a dispute claim.
7.1. Service. You understand that the Service is evolving. We may require that you accept updates to the Service and to our applications you have installed on your computer or mobile device. You acknowledge and agree that Relay may update the Service with or without notifying you. You may need to update third party software from time to time in order to receive the Service and play our applications.
DISCLAIMERS / LIMITATIONS / WAIVERS / INDEMNIFICATION
8.1. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER Relay NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “RELAY PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
8.2. LIMITATIONS; WAIVERS OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED IN THESE TERMS APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE RELAY PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE RELAY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE RELAY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE Relay PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID Relay IN THE 180DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID Relay ANY AMOUNTS IN THE 180 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH Relay IS TO STOP USING THE 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. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU. IN PARTICULAR, NOTHING IN THESE TERMS SHALL 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 RELAY.
8.3. Indemnification. You shall indemnify, save, and hold harmless Relay, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you in these Terms. Relay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Relay, and you agree to cooperate with Relay's defense of these claims. Relay 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 or of the Service.
9.1. General. If a dispute arises between you and Relay, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Relay agree that you and Relay will resolve any claim or controversy at law or equity that arises out of these Terms or the Service (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going through customer support. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
9.2. Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
9.3. Improperly Filed Claims. All claims you bring against Relay must be resolved in accordance with this Section10. All claims filed or brought contrary to this Section 10 shall be considered improperly filed. Should you file a claim contrary to this Section 10, Relay shall be entitled to recover attorneys’ fees and costs up to $1,000, provided that Relay has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
10.2. Supplemental Policies. Relay may publish additional policies related to specific services such as applications for mobile devices, forums, contests, or loyalty programs. Your right to use such services is subject to those specific policies and these Terms of Service.
10.7. Amendment. Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by Relay shall be deemed a modification of these Terms of Service nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Relay. For purposes of this provision, “writing” does not include an email message and a signature does not include an electronic signature.
10.9. Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms of Service to Relay are of a unique and irreplaceable nature, the loss of which will irreparably harm Relay and that cannot be replaced by monetary damages alone. Accordingly, Relay is 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 the Service or any Relay application, exploitation of any advertising, or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages, limited by Section 9 (if any).
10.10. Force Majeure. Relay shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Relay, including but not limited to any failure to perform hereunder due to unforeseen circumstances or cause beyond Relay's control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
If you have any questions, please send an email to email@example.com
Effective Date: August 26, 2020