TERMS OF SERVICE

Last Revised: [April 6, 2020]

These terms and conditions of use (the “Terms”) govern your use of our online interfaces and properties (e.g., websites and mobile applications) and our games, whether available for license or download, including any beta versions (collectively, the “Product”). Please read these Terms carefully before using the Product. The Product is owned or controlled by 3BD Holdings, Inc. (3BD). By accessing the Product in any way, including, without limitation, browsing the Product, using any information, and/or submitting information to 3BD, you agree to and are bound by the terms, conditions, policies and notices contained in the Terms. From time to time we may update the Product and these Terms. Your use of the Product after we post any changes to these Terms constitutes your agreement to those changes.

The Product is offered and available to users who are 13 years of age or older. By using the Product, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Product.

BINDING ARBITRATION

These Terms provide that all disputes between you and 3BD that in any way relate to these Terms or your use of the Product will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with 3BD.

Ownership of the Product

Content on the Product that is provided by 3BD or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“3BD Content”) is the property of 3BD and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

You agree not to download, display or use any 3BD Content located in the Product for use in any publications, in public performances, on websites, other than the Product for any other commercial purpose, in connection with products or services that are not those of 3BD, in any other manner that is likely to cause confusion among consumers, that disparages or discredits 3BD and/or its licensors, that dilutes the strength of 3BD’s or its licensor’s property, or that otherwise infringes 3BD’s or its licensors’ intellectual property rights. You further agree to in no other way misuse any 3BD Content or third party Content that appears on the Product.

Product Access and Restrictions

The following requirements apply to your use of the Product: (a) you will not use any electronic communication feature of the Product for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Product for any commercial purpose not expressly approved by 3BD in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) make any archival copies of the Product; (h) reverse engineer, decompile, translate, disassemble or otherwise attempt to derive any source code of the Product; (i) create derivative or merged works of the Product or separate the component parts of the Product; (j) alter or remove any proprietary rights notices or legends on or in the Product.

You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Product, deep-link to any feature or content on the Product, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Product.

Violations of system or network security may result in civil or criminal liability. 3BD will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Product or any activity being conducted on the Product.

Privacy

Please consult our Privacy Policy for a description of our privacy practices and policies. Our Privacy Policy is a part of these Terms and you agree to our use and sharing of the information we collect about you as described in our Privacy Policy.

User Content; Reviews; Feedback and Other Postings

From time to time on certain areas of our Product you may be able to submit photos, written posts and certain other materials (“User Content”). By using these features, you agree that you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by 3BD; that you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; that you will not impersonate any person or organization, including without limitation, the personnel of 3BD, or misrepresent an affiliation with another person or organization; you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Product, or feature of the Product. You further understand and agree that you have no ownership rights in materials you submit to us, to any account you may have with us, or other access to the Product or features therein. 3BD may cancel your account and delete all User Content associated with your account at any time, and without notice, if 3BD deems that you have violated these Terms, the law, or for any other reason. 3BD assumes no liability for any information removed from our Product and reserves the right to permanently restrict access to the Product or a user account.

By displaying, publishing, or otherwise posting any User Content on or through the Product, you hereby grant to 3BD a non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones, in video or music software computer programs. You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own the content submitted, displayed, published or posted by you on the Product and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.

3BD does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any platforms which contain or suggest an endorsement by 3BD without the prior review and written approval of 3BD.

You agree to indemnify and hold 3BD, its parents, subsidiaries, officers, employees, and website contractors and each of their officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to your violation of these Terms, including the Posting Policy, or any violations thereof by your dependents or which arises from the use of User Content you submitted, posted, or otherwise provided to 3BD or the Product.

Claims of Copyright Infringement

We disclaim any responsibility or liability for copyrighted materials posted on our Product. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below. Company respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA“), we will respond promptly to notices of alleged infringement that are reported to Company’s Designated Copyright Agent, identified below.

Notices of Alleged Infringement for Content Made Available on the Product

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Product by sending us a notice (“Notice”) complying with the following requirements.

Identify the copyrighted works that you claim have been infringed.

Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Product where such material may be found.

Provide your mailing address, telephone number, and, if available, email address.

"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

Deliver this Notice, with all items completed, to our Copyright Agent:
3BLACKDOT
1580 Jesse St
Los Angeles, CA 90021
privacy@3blackdot.com

Accounts; Passwords; Virtual Items

If a particular feature or service offered in the Product requires you to open an account, you must complete the specified registration process by providing us with current, complete, and accurate information as requested by the applicable online registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. After you have fully completed the registration form, you may be asked to choose a password and a user name. It is entirely your responsibility to maintain the confidentiality of your password and account. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Product. 3BD is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.

Regardless of any other statement in these Terms you do not own any account that you create on our Product and your account is not your property. Your account and any related Virtual Items are owned by 3BD. Likewise, you do not own any Virtual Items that you obtained through our Product, regardless of whether you “earned” those Virtual Items or “purchased” them or acquired them in any other manner. “Virtual Items” include (a) virtual currency, including without limitation virtual coins, cash, tokens, or points, all for use in the Product, and (b) virtual in-game items. The amounts of any Virtual Item do not refer to any credit balance of real currency or its equivalent. Any “virtual currency” balance shown in your Account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your limited license.

3BD grants you a revocable, limited license and right to use your Account and the related Virtual Items solely in the Product. Virtual Items are solely for use in the Product are not redeemable for anything of value. You are not allowed to transfer Virtual Items outside of the Product, for example by selling, gifting, or trading or otherwise transferring them. You are not allowed and you agree not to sublicense, trade, sell, or attempt to sell Virtual Items for “real” money, or exchange Virtual Items for value of any kind outside of the Product. Any such transfer or attempted transfer is prohibited and void, and we may terminate your Account if you violate this condition. If your Account is terminated for any reason, the license granted to your Account and Virtual Items is terminated, without any compensation to you.

ALL SALES ARE FINAL: YOU ACKNOWLEDGE THAT 3BD IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY. PURCHASES TO ACQUIRE A LIMITED LICENSE AND RIGHT TO USE VIRTUAL ITEMS ARE NON-REFUNDABLE TO THE FULLEST EXTENT ALLOWED BY LAW. NOTWITHSTANDING THE FOREGOING, ANY AND ALL REFUNDS ADMINISTERED BY THE THIRD PARTY SOURCES WHERE THE PRODUCT APPEARS FOR LICENSE OR DOWNLOAD SHALL BE SUBJECT TO THE REFUND POLICIES OF THOSE THIRD PARTY SOURCES.

Export Policy and Restrictions

You acknowledge that the products and 3BD Content which are sold or licensed in the Product, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing, downloading or using technology or software from the Product, you agree to abide by the applicable laws, rules and regulations – including, but not limited to the Export Administration Act and the Arms Export Control Act – and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any products, you agree that you will not use any products, or provide products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury. U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless 3BD from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.

Third Party Websites

The Product may hyperlink to websites not maintained by or related to 3BD. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with the Product or 3BD, and 3BD makes no representations or warranties about the content, completeness, or accuracy of those third party Products. Information you submit at a third party platform accessible from the Product is subject to the terms of that platform’s privacy policy, and 3BD has no control over how your information is collected, used, or otherwise handled.

Disclaimer of Warranties

THE PRODUCT IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THE PRODUCT OR ANY INFORMATION OR SOFTWARE THEREIN. 3BD makes no representations about the reliability of the features of the Product, the 3BD Content, User Content, or any other Product feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. 3BD makes no representations regarding the amount of time that any 3BD Content or User Content will be preserved.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PRODUCT, PRODUCT-RELATED SERVICES, AND LINKED WEBSITES. 3BD DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACKUP AND SECURITY.

WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD AND DISTRIBUTED BY 3BD ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL 3BD BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PRODUCT, NOR SHALL 3BD BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND 3BD’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE PRODUCT RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL 3BD OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE PRODUCT, EVEN IF 3BD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Governing Law

These Terms will be governed by and construed in accordance with the internal laws of California without regard to conflicts of laws principles. By using the Product, you hereby agree that any and all disputes regarding these Terms will be subject to the courts located in Los Angeles County, California. YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE PRODUCT AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. These Terms operate to the fullest extent permissible by law.

Arbitration Agreement

You agree that any controversy or claim arising out of or relating to the Product, use of the Product, these Terms and/or the Privacy Policy shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by the parties, in accordance with the applicable procedural rules set forth in the then prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling (800) 352-5267. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Alternatively, you may assert your claims in small claims court in accordance with these Terms if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law. If you initiate arbitration against us, you will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. In the event that the claimant is able to demonstrate that the costs of arbitration will be cost-prohibitive or greater than the costs of litigation, 3BD will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive or more expensive than the cost of litigation. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor 3BD shall be entitled to arbitrate their dispute. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.

Termination

3BD may, in its sole discretion, and at any time, discontinue the Product or any part thereof, with or without notice, or may prevent your use of the Product with or without notice to you. You agree that you do not have any rights in the Product and that 3BD will have no liability to you if the Product is discontinued or your ability to access the Product or any content you may have posted on the Product is terminated.

Miscellaneous

These Terms constitute a binding agreement between you and 3BD and is accepted by you upon your use of the Product or your account. Any other terms of sale or return and warranty policies on our Product are hereby incorporated by reference into these Terms. These Terms constitute the entire agreement between you and 3BD regarding the use of the Product and your account. If 3BD fails to act with respect to your breach or anyone else’s breach on any occasion, 3BD is not waiving its right to act with respect to future or similar breaches. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions. 3BD may assign this agreement, in whole or in part, at any time with or without notice to you. You may not assign this agreement, or any part of it, to any other person. Any attempt by you to do so is void.