TERMS OF USE

EFFECTIVE DATE: 2009-07-31

All the terms and conditions regarding the use of Everyplay website and service located at www.everyplay.com website, and other websites, webpages, blogs, widgets and applications owned, operated, licensed or controlled by Everyplay (the “Site”) and any games, products and services available on or through the Site (“Service(s)”), are stated in these Terms of Use (“Terms”) and in the Rules of Conduct and Privacy Policy located at www.everyplay.com.

THE USER OF THIS SITE AND/ OR THE SERVICES MUST BE AGED 13 OR OLDER. THE USER UNDER AGE OF 18 MUST HAVE HIS/HER PARENT’S OR LEGAL GUARDIAN'S PERMISSION TO USE THIS SITE AND SERVICES. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND YOU AGREE TO THESE TERMS, OR THAT YOUR PARENT OR LEGAL GUARDIAN HAS REVIEWED AND AGREED TO THESE TERMS.

BY ENTERING AND USING THE SITE, YOU AGREE TO ABIDE THE TERMS AND A LEGALLY BINDING AGREEMENT IS CREATED BETWEEN EVERYPLAY OY, A FINNISH COMPANY, (HEREINAFTER “EVERYPLAY”) AND YOU (HEREINAFTER "YOU"). EVERYPLAY OWNS ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SITE AND THE SERVICES, AND PERMITS YOU TO USE THE SITE AND THE SERVICES ONLY IN ACCORDANCE WITH THESE TERMS. SHOULD YOU NOT ACCEPT THESE TERMS, THEN DO NOT ACCESS THE SITE OR OTHERWISE USE THE SERVICES.

Everyplay reserves a right to amend these Terms from time to time. The most current version of the Terms can be reviewed by clicking on the "Terms of Use" hypertext link located on the Everyplay Sites. Should You not agree to the amended Terms, your only remedy is not to use the Everyplay Site and to cancel any accounts or Services You have signed up for. Your continued use of the Everyplay Sites after the Terms have been amended will constitute your acceptance of such amendment.

1. DESCRIPTION OF SERVICE

1.1 The Site enables its users (“Users”) to register to the Service and access content created or licensed from the third parties by Everyplay. Content created or licensed by Everyplay as well as User Content shall be collectively referred to as “Content”. Users may use the Content in accordance with these Terms. The Content provided for this Site by Everyplay is created by Everyplay and/or its licensors and is protected under trademark, copyright, patent and/or other intellectual property laws. The Content created by the licensors of Everyplay, such as trademarks, trade names, characters and copyrights is the property of such licensors who market that Content, and is used by Everyplay subject to license.

1.2 By using the Service, the Users may create certain content such as characters, communications, in-game locations or user names (“User Content”). Any such User Content created by the User is part of the Site and is created by normal use of the Service. Any right and title to such User Content shall remain vested with Everyplay and the Users have non-exclusive, non-transferable, limited, fully revocable license to use the User Content as part of the Site in accordance with these Terms.

1.3 The Site may include in-Site fictional currencies, credits, coins, tokens or similar (all of which are referred to as "Credits"), which may be purchased with real world currency or acquired through the use of the Services and can then be exchanged on the Site for limited license right(s) to use a feature of the Service (“Virtual Item”) when, as, and if allowed by Everyplay and subject to the terms and conditions of these Terms. Everyplay may charge fees for the right to use Credits, or may distribute Credits without charge. Everyplay reserves the right in its sole discretion to change the number of Credits You will be entitled to purchase for a given amount of real world currency.

1.4 Everyplay may charge subscription fees (“Subscriptions”) to access certain Services. Subscriptions are non-transferable and non-refundable. Unless otherwise indicated, subscriptions will not automatically renew at the end of their term. You agree that by purchasing Subscription services, You authorize Everyplay to charge applicable recurring Subscription fees to your designated payment method.

2. REGISTRATION AND TERMINATION

2.1 You may access the Site and use limited Services without registering, but in order to use all of the Services You must register and establish an account with Everyplay ("Account"). You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form ("Account Data") and maintain and promptly update the Account Data to keep it true, accurate, current and complete. You may establish an Account with Account Data provided to Everyplay by a third party such as a social networking service, in which case You may have a separate, additional account relationship with such third party. You authorize Everyplay, directly or through third parties, to make any inquiries Everyplay considers necessary to validate your Account Data. Everyplay reserves all rights to suspend or cancel Accounts registered with inaccurate or incomplete information. Notwithstanding the foregoing, You understand that Everyplay cannot guarantee the accuracy of any information submitted by any User, nor any identity information about any User.

2.2 When establishing the Account You may be required to choose a user name to identify yourself. You may not select as your user name the name of another person to the extent that could cause deception or confusion; a name which violates any trademark, copyright, or other proprietary right; a name which may mislead other users to believe You to be an employee of Everyplay; or a name which Everyplay deems in its discretion to be vulgar or otherwise offensive; or is used in anyway that violates these Terms. Everyplay reserves the right to delete or change any display name for any reason or no reason. You are fully responsible for all activities conducted through your Account.

2.3 When establishing the Account You may be required to select a password (“Password”). You are solely responsible for maintaining the confidentiality of the Password and for any harm resulting from your disclosure, or authorizing the disclosure of, the Password or from use by any person of the Password to gain access to your Account. At no time should You respond to an online request for a password other than in connection with the log-on process to the Site. Your disclosure of the Password to any other person is entirely at your own risk. You agree to notify Everyplay immediately of any unauthorized use or theft of your account or any other breach of security. Everyplay will not be liable for any loss that You may incur as a result of someone else using your Account, either with or without your knowledge. However, You will be liable for losses incurred by Everyplay or another party due to someone else using your Account. You may not use anyone else's Account at any time. Everyplay does not provide Internet access, and You are responsible for all fees associated with your Internet connection.

2.4 You may cancel your Account at any time. Everyplay has the right at any time for any reason or no reason to suspend or terminate your Account, terminate these Terms, and/or refuse any and all current or future use of the Site without notice or liability to You. In the event that your Account is suspended or terminated for any reason, Everyplay may suspend or terminate any or all other accounts held by You or your affiliates, and your breach shall be deemed to apply to all such accounts. You acknowledge that Everyplay is not required to provide You a notice before terminating or suspending your Account.

2.5 You understand and agree that, except as expressly provided by law, the cancellation of your Account or a particular Subscription is your sole right and remedy with respect to any dispute with Everyplay. This includes, but is not limited to, any dispute related to, or arising out of: (1) these Terms or Everyplay’s enforcement or application of these Terms; (2) the Content or Services available through the Site or any change in Content or Services; (3) your ability to access and/or use the Services; or (4) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods. You can cancel your Account(s) or a particular Subscription for a Service by following the procedures made available with the applicable Service. Everyplay reserves the right to collect fees, surcharges or costs incurred before You cancel your Account(s) or a particular Subscription.

2.6 In the event that these Terms, the Site and/or Service, or your Account or a particular Subscription is terminated, suspended or cancelled, no refund or exchange will be granted for any prepaid fees, unused Credits, Virtual Items or Services, any Content created by You in the Site or any Content or data associated with your Account, or for anything else; no Credits or Virtual Items will be credited to You or converted into real world currency or other form of reimbursement, and You will have no further access to your Account or anything associated with it (such as Content, Credits or Virtual Items).

3. THE LICENSE

3.1 Subject to these Terms Everyplay hereby grants to You a personal, non-exclusive, non-transferable, limited, fully revocable license to use the Site, the Service, User Content and the Content during the time You are in full compliance with these Terms solely for the purpose of using the applicable Services and for no other purpose whatsoever. Additional terms may apply to use of the any Content licensed by Everyplay from third parties. These terms are available where such licensed Content is available for download or use from the Site. Nothing in these Terms, or on Everyplay’s websites, shall be construed as granting You any other rights or privileges of any kind with respect to the Site, the Services, User Content or to any Content. You acknowledge that your participation in the Site, including your creation or uploading of any User Content in the Site, does not make You an Everyplay employee and that You do not expect to be, and will not be, compensated by Everyplay for such activities.

3.2 You agree that You do not own the Account You use to access the Site, nor do You own any data stored on Everyplay servers (including without limitation any User Content). Your intellectual property rights do not confer any rights of access to the Site or any rights to data stored by or on behalf of Everyplay. The entire Content is regarded as collective work and Everyplay owns a copyright in the selection, coordination, arrangement and enhancement of such Content, as well as in the User Content.

3.3 Unless expressly provided otherwise herein, You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, adapt, translate, transfer, buy, auction, rent, lease, loan or sell any Content (including, without limitation, your Account, characters, Credits, or any other Virtual Items or other materials appearing in or generated by the Services), information, software, products or services obtained from the Services, without the express written consent of Everyplay.

3.4 Everyplay reserves the right to discontinue or interrupt the Site with or without prior notice for any reason or no reason. You agree that Everyplay will not be liable for any interruption of the Site, delay or failure to perform, and you understand that You shall not be entitled to any refunds of fees for interruption of service or failure to perform. Everyplay has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site as it sees fit in its sole discretion.

4. CONTENT AND COMMUNICATIONS

4.1 The Site consists of different forms of interactive entertainment that enable multiple Users to interact with this entertainment and with each other (”Service”). The Site enables Users to access Content created or licensed from third parties by Everyplay. The Content provided to this Site by Everyplay is created by Everyplay and/or its licensors and is protected under trademark, copyright, patent and/or other intellectual property laws. The Content created by the licensors of Everyplay, such as trademarks, trade names, characters and copyrights is the property of such licensors who market or license that Content, and is used by Everyplay subject to license.

4.2 You acknowledge that You are responsible for the characters, user names, communications, in-game locations and any other User Content. You bear full responsibility for such User Content You create or import, including its legality, reliability, appropriateness, and trademark and copyright ownership. You understand that Everyplay is free to use any ideas, information, concepts, know-how or techniques contained in your User Content and any communications with Everyplay, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such User Content, and without remuneration of any kind.

4.3 You bear the entire risk of the completeness, accuracy or usefulness of Content found on the Everyplay Sites. Everyplay does not assume any responsibility or liability for the Content or user communications on the Site. Everyplay representatives may monitor your communications on the Site. Everyplay does not endorse, approve, or prescreen any Content that You or other third parties communicate on the Service.

4.4 The Site may be linked to other world wide web sites that are not Everyplay Sites. Everyplay is providing these links to You only as a convenience, and Everyplay is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.

5. LIMITATIONS TO YOUR USE OF THE SERVICES

5.1 As a condition of your use of the Services, You will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner that could damage, disable, overburden, or impair any Everyplay server, or the network(s) connected to any Everyplay server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Everyplay server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You may not reverse engineer, decompile or disassemble any software, including any proprietary communications protocol used by such software. You further agree not to create or provide any means other than through the Everyplay Sites by which the Services may be accessed.

5.2 You are solely responsible for your interaction with other Users. However, Everyplay reserves the right, but have no obligation, to monitor and/or manage disputes between You and other Users of the Site. If You have a dispute with other Users, You release Everyplay from any 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 dispute.

5.3 Everyplay generally does not regulate the content of communications between users or users' interactions with the Service. As a result, Everyplay has very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Service. Thus the Service may contain Content, which You find offensive, and You hereby waive any objections You might have with respect to viewing such Content. Please report any inappropriate Content or User behavior by email to: SUPPORT@EVERYPLAY.COM. However, You acknowledge that Everyplay is not a party to any dispute You have or claim to have with any user of the Site and You release Everyplay from any claims, demands and damages of every kind arising from any such claim. Notwithstanding the aforesaid, Everyplay will have the right but not the obligation to resolve disputes between users relating to the Site. Everyplay’s resolution of such disputes will be final with respect to the Services offered on the Site, but will have no bearing on any real-world legal disputes in which users of the Site may become involved.

5.5 You may access the Site and Use the Service in accordance with the License provided in section 3 above and other in conformance with the these Terms. YOU MAY NOT USE THE SITE TO:

communicate with profanity or any other obscene, indecent or otherwise objectionable language or content, or make offensive comments about race, ethnicity, physical handicaps or sexual preferences;
disparage, ridicule, mock, threaten, harass, intimidate, abuse, trick, fraud or mislead anyone;
disrupt chat communications for example thru abusive behavior such as “flooding” or “spamming” (continuous posting of text) and using ALL CAPS;
promote violence, illegal activities or describe how to perform such acts;
disclose any personal information about another individual that may be used to track, contact or impersonate that individual;
impersonate anybody;
attempt to get a password, other Account information, or other private information from any other user of the Service;
improperly use support or abuse reporting features, or make false reports to administrators;
engage in any commercial activities, including without limitation any attempt to advertise or promote a product or a service, to raise money for any purpose, pyramid scheme or other multi-level marketing activity;
sell, buy or transfer access to your Account;
sell Credits or Virtual Items for real currency;
violate these Terms or any local or international law, rule or regulation, the rights of any third party, or any other requirements or restrictions posted on the Site;
upload or transmit viruses, Trojan horses or other material that interferes in any way with the use or operation of the Site;
interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Site; or
Any other purposes not in conformity with these Terms or any applicable law.

6. CREDITS AND VIRTUAL ITEMS

Should the Site include Credits and/ or Virtual items the following terms and conditions shall apply:

6.1 YOUR PURCHASE OF CREDITS IS FINAL AND SHALL UNDER NO CIRCUMSTANCES BE REFUNDABLE, TRANSFERABLE OR EXCHANGEABLE INCLUDING, WITHOUT LIMITATION, UPON TERMINATION OF YOUR ACCOUNT FOR ANY REASON, TERMINATION OF THIS AGREEMENT, AND/OR THE DISCONTINUATION OF THE SERVICES. REGARDLESS OF THE CONSIDERATION OFFERED OR PAID IN EXCHANGE FOR VIRTUAL ITEMS, YOU DO NOT HAVE ANY OWNERSHIP RIGHTS IN THE VIRTUAL ITEMS.

6.2 You agree that Everyplay has the right to manage, regulate, control, modify and/or eliminate Credits and Virtual Items as it sees fit in its sole discretion, in any general or specific case, and that Everyplay will have no liability to You based on its exercise of such rights. The Credits cannot be used for any kind of wagering, betting or gambling either within or outside of the Site. You also agree to use the Credits for all transactions involving this Site, the Services and related use rights and You agree not to create, employ, or utilize any parallel form of virtual currency in connection with any transaction on the Site. Everyplay is the sole owner of Credits, and as such, retains all intellectual property rights affiliated with ownership. You are hereby prohibited from reselling or distributing Credits without the expressed written consent of Everyplay.

6.3 Every order You place through Everyplay or its vendors will be deemed your offer to purchase services such as Virtual Items. Everyplay may accept your offer either through an email confirmation or through delivery of the items You requested. When You purchase Virtual Items, Credits or Services on this Site your purchases are final and non-refundable. All prices and availability of Virtual Items and Credits are subject to change without notice. Any Credits or Virtual Items purchased will be available for use as soon as reasonably practicable.

6.4 Everyplay has no obligation or responsibility to and will not reimburse You for any Virtual Items lost due to your violations of these Terms. Everyplay reserves the right, without prior notification, to limit the order quantity on any Credits or Virtual Item and/or to refuse to provide You with any Credits or Virtual Item. Verification of certain information applicable to a transaction involving a Virtual Item may be required prior to Everyplay’s acceptance thereof. Everyplay shall have no liability for hacking or loss of Virtual Items from your Account, provided Everyplay uses reasonable efforts to replace such items under certain circumstances in Everyplay’s reasonable discretion.

7. DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY

7.1 YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE CONTENT HAS NOT BEEN VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY EVERYPLAY, AND MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. EVERYPLAY DOES NOT WARRANT THE ACCURACY OF TIMELINESS OF THE CONTENT ON THE SITE. EVERYPLAY HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT, WHETHER PROVIDED BY EVERYPLAY, THE USERS OR EVERYPLAY’S LICENSORS.

7.2 YOU UNDERSTAND AND AGREE THAT ANY DATA, CONTENT, ACCOUNT, VIRTUAL ITEMS AND CREDITS STORED ON EVERYPLAY SERVERS MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN EVERYPLAY'S SOLE DISCRETION. YOU UNDERSTAND AND AGREE THAT EVERYPLAY HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.

7.3 EVERYPLAY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE, ANY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE, INCLUDING WITHOUT LIMITATION THE CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE SITE, THE CONTENT OR MATERIAL CONTAINED OR PRESENTED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EVERYPLAY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

8. MISCELLANEOUS

8.1 No delay by either party in enforcing the provisions of these Terms shall prejudice or restrict its rights nor shall any waiver of rights operate as a waiver of any subsequent breach.

8.2 If any provision of these Terms or the application of any such provision would be invalid, void or unenforceable and/or should be held by a Court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms shall remain in full force and effect to the maximum extent permissible by the applicable law.

8.3 These Terms are made, executed and delivered in Helsinki, Finland and any controversy arising hereunder or relation to these Terms shall be governed by and construed in accordance with the laws of Finland. The parties hereto hereby agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and is strictly excluded in all proceedings.

8.4 In the event of any dispute between You and Everyplay under these Terms, You agree that You shall negotiate with Everyplay in good faith in an attempt to resolve the dispute prior to any commencement of proceedings.

8.5 All disputes arising in connection with these Terms, its negotiations, performance, breach, existence or validity shall be determined by final arbitration in Helsinki, Finland, in accordance with the Arbitration Rules of International Chamber of Commerce or any successor or replacement legislation, which may be in force. The parties agree to be bound by the arbitrator's decision.

8.6 However, You are considered to have a status of a consumer, Everyplay might and is fully capable to choose another jurisdiction and forum such as forum of your domicile. In such a case the applicable law of the proceedings will be the national trade law or, when obligatory, the consumer legislation of the said forum. This might be especially applicable to those consumers residing in the European Union.

8.7 Everyplay may assign these Terms, in whole or in part, at any time.

8.8 Everyplay's performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Everyplay's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Everyplay with respect to such use.

8.9 If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

8.10 These Terms, including the documents expressly incorporated by reference, constitute the entire agreement between You and Everyplay with respect to the Services and such agreements supersede all prior or contemporaneous communications, whether electronic, oral or written, between You and Everyplay with respect to the Services. Everyplay's failure to enforce at any time any of the provisions of these Terms shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by Everyplay of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

8.11 Notwithstanding anything else in these Terms, no default, delay or failure to perform on the part of Everyplay shall be considered a breach of these Terms if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Everyplay. All notices given by You or required under these Terms shall be in writing and addressed to: Everyplay Limited, Valimotie 27, 00380 Helsinki, Finland. Everyplay may give notice to You by means of a general notice on the Service, email to your email address, on record in your Account Data, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record in your Account Data.