Before you use the platform, please read the following terms and conditions carefully. By using the platform, you signify your agreement to these terms and conditions and you shall be bound by the same. If you do not agree to any of these terms and conditions, do not use the platform.
1. General
1.1 This agreement, and all schedules and appendices attached or referred hereto, if any, (“Agreement”) is an agreement between you and GAMER2GAMER GLOBAL Pte. Ltd. (Company Registration No: 201537924K) having its principal office at 50, Macpherson Road #07-01 Amazana Building, 348471, Singapore (“GamesBandy”, “we”, “us”, or “our”).
1.2 This Agreement shall govern, among others,
(a) the provision of the GamesBandy Services (as hereinafter defined); and
(b) your use of the Platform (as hereinafter defined).
1.3 The Services are intended for, and may only be used by:
(a) individuals who are 18 years and older who can form legally binding contracts under applicable law, and
(b) individuals who are under the age of 18 with the consent and direct supervision of his/her parent or legal guardian. All transactions carried out by any individual under the age of 18 pursuant to this Agreement shall be deemed to have been approved by his/her legal guardian or parent and such legal guardian or parent shall be responsible for any and all activities conducted by such individual under the age of 18.
2. Definitions and interpretations
2.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
Account means the account created and used by you to access or use the Platform;
Business Day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the US and/or Egypt;
Buyer means the purchaser of any Goods and/or Services;
Goods and/or Services means the digital items, goods and/or services displayed, listed and/or offered by the Seller for sale through or on the Platform.
GamesBandy Services mean the services and features provided or made available by GamesBandy through or on the Platform from time to time, including without limitation the services provided by GamesBandy to facilitate the Seller and the Buyer to enter into a Sale Contract with each other;
Information means any information, details, content, dimensions, data, maps, locations, photographs, text, descriptions, specifications, audio or video clips, graphics, and/or other materials;
Intellectual Property Rights mean all rights, titles and/or interests in, to and/or under patents, registered designs, designs, copyrights, names, marks, trade names, trademarks, service marks and logos and all other intellectual, industrial and/or proprietary rights;
Sale Contract means the agreement entered into between the relevant Seller and the relevant Buyer through the Platform for the sale of any of the Goods and/or Services;
Seller means a seller registered with GamesBandy who displays, lists or offers any Goods and/or Services for sale through or on the Platform;
Personal Data shall have the meaning prescribed to it in the Privacy Policy;
Privacy Policy means the policy published by GamesBandy on the Platform governing the processing of Personal Data;
Platform means the online platform (website, mobile site or mobile application) developed and/or operated by GamesBandy;
Registration Process means the registration process set out by GamesBandy for you to register and open the Account with GamesBandy;
Representatives means the servants, employees, officers, agents, contractors, workmen, personnel and/or representatives of the relevant party; and
You/your means all users of the Platform, including without limitation the Sellers and the Buyers.
2.2 In this Agreement, unless the context otherwise requires:
(a) denoting the singular include the plural and vice-versa;
(b) words denoting natural persons include bodies corporate and unincorporated;
(c) references to any law, legislation or to any provision of any law or legislation shall include all relevant regulations, statutory requirements and instruments issued under such law, legislation or provision and any variation, modification or re-enactment of any of the foregoing;
(d) headings of this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
(e) references to any party to this Agreement or any other agreement or instrument shall include that party's successors and permitted assigns;
(f) no rule of construction or interpretation applies to the disadvantage or detriment of the party having control or being responsible for the preparation of this Agreement; and
(g) any words following the terms including, include or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
3. Access to the platform
3.1 If you wish to have access to the Platform and GamesBandy Services, you shall create an Account with GamesBandy in accordance with the Registration Process. Upon successful registration, you may be given access to the Platform and GamesBandy Services by logging in to your Account. GamesBandy shall be entitled to perform a background check on you and shall have the right, in its sole and absolute discretion, to refuse to grant you access to the Platform and GamesBandy Services or any part thereof. You may be asked to provide additional verification or information during the registration process.
3.2 You shall be solely responsible for keeping the username and password of your Account confidential and secured at all times and shall immediately notify GamesBandy of any unauthorised access to your Account. Any instruction, notification or confirmation received by GamesBandy from your Account shall be deemed to have been issued by you notwithstanding that such notification or confirmation may have been issued by a third party, whether authorized or otherwise, and you shall be bound by such instruction, notification or confirmation. GamesBandy shall not be liable for acting on the instruction, notification or confirmation sent through your Account. GamesBandy shall not be obliged to investigate the authenticity or authority of the person sending/effecting the instruction, notification or confirmation or verify the completeness of such instruction, notification or confirmation
3.3 You shall closely monitor all activities and transactions carried out through your Account and you shall take all steps and measures to check and verify the transaction history of your Account. You shall immediately notify GamesBandy:
(a) of any unusual activities or transactions in connection with your Account or in the event that any of the activities or transactions are not accurately recorded in your Account;
(b) upon receipt of any incomplete, garbled or inaccurate data or information from GamesBandy; and
(c) upon receipt of any data or information which is not intended for you and you shall not use or disclose any such data or information without GamesBandy’s written consent.
3.4 Unless expressly agreed by GamesBandy each person is limited to one Account. No Account may be created on behalf of or in order to impersonate another person. Should GamesBandy discover that such a fraudulent account has been created, GamesBandy shall be entitled to immediately suspend the account and reserves the right to take any further remedial action, including without limitation informing the relevant authorities, without any liability on the part of GamesBandy.
4. Sale contract
General
4.1 All Sale Contracts are strictly made between the relevant Seller and the relevant Buyer to the full and absolute exclusion of GamesBandy. GamesBandy makes no representation and/or warranty of any kind as to the Goods and/or Services and GamesBandy shall not be made liable or responsible to you in any manner whatsoever for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Sale Contract, including without limitation for any negligence, delay, failure, fault and/or breach on the part of the relevant Seller or Buyer. The Buyer acknowledges that there is a risk that the relevant game developer may modify the Buyer’s game account and its content from purchases made by the Buyer via the Platform and GamesBandy shall not be held liable in any manner whatsoever in such circumstances. For the avoidance of doubt, all Goods and/or Services are offered by the relevant third party Seller and GamesBandy is merely the facilitator of such Goods and/or Services. As such, GamesBandy has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings. GamesBandy is not obliged to conduct pre-screening on users. GamesBandy cannot guarantee that a Buyer or Seller will actually complete a transaction.
4.2 Notwithstanding the foregoing, the Sale Contract shall be subject to and you shall observe and comply with the following terms and conditions:
(a) You shall not modify or cancel any Sale Contract formed via the Platform except with the agreement in writing of GamesBandy and on the condition that you shall indemnify GamesBandy in full against all loss, costs, damages, charges and expenses (including loss of profit) incurred by GamesBandy as a result of such modification or cancellation;
(b) You shall carry out all your obligations in connection with the Sale Contract diligently in a timely manner and with due care and skill;
(c) The payment for the Sale Contract shall be made in accordance with Appendix A (PAYMENT) ; and
(d) You shall comply with any instructions, guidelines and/or policies as may be published or provided by GamesBandy in connection with the Sale Contract from time to time.
4.3 In the event that any conflict, dispute and/or issue between you and another user or a third party in respect of the Sale Contract arises,
(a) we encourage you to contact the user or third party and use your best endeavour to resolve such conflict, dispute or issue fairly and amicably, which GamesBandy shall use reasonable commercial efforts to facilitate.
(b) GamesBandy may, but not obliged to, intervene or take part in the resolution of such conflict, dispute or issue for the benefit of users. GamesBandy does so in good faith and at its sole and absolute discretion, in accordance with the dispute resolution process based upon GamesBandy policies. GamesBandy has no obligation to resolve disputes between users or between users and outside parties. You shall comply with all reasonable instructions as may be made by GamesBandy in connection thereof.
(c) Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.
(d) GamesBandy shall have the right to retain any sums paid by the Buyer for the relevant Goods and/or Services until a mutually amicable binding resolution has been reached; and
(e) You release GamesBandy (and GamesBandy's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all demands, damages and claims (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or a third party to the maximum extent permitted by applicable law..
Seller’s representations, warranties and obligations
4.4 You may list and sell your Goods and/or Services on the Platform in accordance with the procedures set out on the Platform subject to all conditions and requirements as may be imposed by GamesBandy from time to time.
4.5 GamesBandy may at its absolute discretion:
(a) categorise the Seller into the relevant group of Sellers based on GamesBandy’ criteria; and
(b) determine the range of prices for the Goods and/or Services.
4.6 Each Seller warrants, represents, acknowledges and/or confirms that:
(a) it has procured all necessary permission, right, licence, consent and/or approval from the relevant third parties to publish, display and offer the Goods and/or Services for sale through the Platform (including without limitation the publishing of all Information in connection with the Goods and/or Services on the Platform) and such publishing, displaying and offering will not infringe any third party rights;
(b) it shall honour and perform all the Sale Contracts and shall not engage in any conduct or carry out any action which may affect the Buyer’s entitlement to the purchased Goods and/or Services;
(c) it is able to provide, transfer or deliver the Goods and/or Services to the Buyer in a timely manner (i.e. when the Buyer has confirmed the order with GamesBandy or when the Buyer has made the payment for the relevant Goods and/or Services whichever earlier);
(d) the Goods and/or Services are accurately described and the Goods and/or Services delivered or provided to the Buyer will conform with its description; and
(e) it shall not directly or indirectly recruit and/or poach any Buyers or enter into any independent transaction with the Buyer other than through the Platform.
4.7 The Seller shall be solely liable for all claims in relation to and in connection with the Sale Contract, including, without limitation, non-delivery, defective quality and/or misdescription of the Goods and/or Services.
4.8 GamesBandy shall not in any manner whatsoever be construed, at law or otherwise, to owe a fiduciary duty to the Seller in respect of the obligations on the part of the Buyer to pay the price of the purchased Goods and/or Services.
5. Payment, security deposit and rolling reservePayment, security deposit and rolling reserve
5.1 Payment shall be made by you in accordance with Appendix A (PAYMENT).
5.2 If requested or notified by GamesBandy, the Seller shall deposit the sum stipulated in the relevant Policy as Security Deposit (as described in the relevant Policy) prior to listing or displaying any of its Goods and/or Services on the Platform.
5.3 GamesBandy shall be entitled to withhold the sum stipulated in the relevant Policy (if any) as Rolling Reserve (as described in the relevant Policy) in respect of each Sale Contract.
6. General obligations
6.1 You shall, at your own cost and expense:
(a) comply with all applicable law, statutes, bye-law, regulations, orders, delegated or subordinate legislation, regulatory policies, notices, determinations, guidelines, directives and/or any other requirements of any governmental, statutory and/or regulatory bodies and/or departments from time to time;
(b) obtain and maintain throughout the duration of this Agreement, all necessary approvals, consents, licences and permissions (statutory, regulatory, contractual or otherwise) in relation to your obligations and activities under this Agreement and the Sale Contract; and
(c) comply with all guidelines, rules, regulations, policies, instructions and procedures in connection with the Platform and GamesBandy Services as imposed or may be imposed by GamesBandy from time to time.
7. Use of the platform/GamesBandy services
7.1 In consideration of you agreeing to the terms and conditions contained in this Agreement, GamesBandy grants you a non-exclusive, non-transferable right to access and use the Platform and GamesBandy Services solely and to the extent necessary for the purpose of this Agreement. The Platform and/or the GamesBandy Services shall not be commercialised in any manner whatsoever.
7.2 The Platform, GamesBandy Services, and/or all Information contained on, in or made available through the Platform and/or GamesBandy Services shall be collectively referred to as “GamesBandy Platform/Services” and reference to GamesBandy Platform/Services shall include any part thereof. Save and except as otherwise stated in this Agreement or with GamesBandy’s prior written consent, you shall not and shall not attempt to, whether by yourself or by allowing any third party:
(a) copy, distribute, recreate, and/or disseminate GamesBandy Platform/Services except where such act is incidental to the normal use of GamesBandy Platform/Services, or where it is necessary for the purpose of this Agreement or other back-up and/or operational security reasons;
(b) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify GamesBandy Platform/Services;
(c) make alterations or modifications to the whole or any part of GamesBandy Platform/Services, or permit GamesBandy Platform/Services to be combined with, or become incorporated in, any other programs;
(d) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of GamesBandy Platform/Services;
(e) provide or otherwise make available the underlying software of the Platform in whole or in part (including object and source code), in any form to any person;
(f) use GamesBandy Platform/Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorised by this Agreement, or act fraudulently or maliciously;
(g) collect or harvest any Information from GamesBandy Platform/Services or GamesBandy’s systems or attempt to decipher any transmissions to or from the servers running any of the GamesBandy Services;
(h) access any data or Information not intended for you, including without limitation logging into a server or an account which you are not authorized to access;
(i) use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform and/or transmit or distribute any malicious code, viruses, or harmful data into or through the Platform or any operating system;
(j) misuse, abuse or hack into any aspect of GamesBandy Platform/Services in any manner whatsoever or otherwise compromise the integrity of GamesBandy’s software or systems;
(k) send, advertise or publish any unsolicited advertising or promotional content through or on GamesBandy Platform/Services; and
(l) use GamesBandy Platform/Services in a way that could: (i) damage, disable, overburden, impair or compromise GamesBandy’s systems, software and/or security; or (ii) interfere with other users’ use and enjoyment of GamesBandy Platform/Services.
8. Information submitted by you
8.1 You shall ensure that all Information provided to GamesBandy or published on the Platform by you is true, complete, accurate and up-to-date and that you have all the necessary authority and right to publish or provide such Information. You warrant that GamesBandy’s use of any such Information will not infringe the right (including without limitation the Intellectual Property Rights) of any third party.
8.2 You shall not transmit or post (or cause to be transmitted or posted) through or on the Platform and/or GamesBandy Services any Information which is or may be unlawful, technologically harmful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, which encourages or may encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or which violates or infringes or may violate or infringe the rights of others.
8.3 By submitting or uploading any Information on or through the Platform and/or GamesBandy Services, you automatically grant, or warrant that the owner of such Information has expressly granted, GamesBandy the royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, share, publish and distribute such Information (in whole or in part) on or through the Platform save and except for the Personal Data which is to be processed by GamesBandy in accordance with the Privacy Notice published on the Platform.
9. Policies
9.1 You shall comply with and observe all the relevant terms, conditions and requirements contained in the policies published by GamesBandy on the Platform (“ Policies” ).
9.2 For the avoidance of doubt, the Policies shall form part of this Agreement and you shall be bound by the same.
10. Links
10.1 The Platform may contain links to third party sites or to resources provided by third parties (“ Third Party Sites/Content ”). The Third Party Sites/Content are linked solely for your convenience. GamesBandy has no control over and GamesBandy assumes no responsibility for the Information contained in such Third Party Sites/Content. GamesBandy accepts no responsibility for any loss and/or damage that may arise from your use of the Third Party Sites/Content. If you decide to access any of the Third Party Sites/Content, you hereby agree to do so entirely at your own risk.
11. Personal data
11.1 All Personal Data collected by GamesBandy will be processed by GamesBandy in accordance with the Privacy Policy published on the Platform.
11.2 To the extent that any of the data or Information extended to you by GamesBandy and/or collected or processed by you on behalf of GamesBandy, pursuant to this Agreement, consists of Personal Data, you agree to: (i) comply with the requirements of the Privacy Policy, and shall not conduct yourself in such a manner as to cause GamesBandy to be in breach of its obligations (as a “data user”) under the Privacy Policy, (ii) observe GamesBandy’s published policies on Personal Data protection from time to time, (iii) on reasonable request by GamesBandy, give GamesBandy access to any Personal Data, and (iv) immediately notify GamesBandy if you become aware of a breach or possible breach of your obligations in relation to the processing of the Personal Data under this Agreement. This Clause shall survive the termination of this Agreement.
12. Confidentiality
12.1 “ Confidential Information ” means all Information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”, that are made available by or on behalf of the disclosing party to the receiving party, whether before or after the commencement of the term of this Agreement, for the purposes relating to or in connection with this Agreement. The Confidential Information shall include without limitation technical information, data, know-how, information relating to the disclosing party's or their respective affiliates’ business, trade secrets, revenue or income information, marketing strategies, financial condition and operations, and any other information that is by its nature confidential and proprietary to the disclosing Party or its suppliers/affiliates.
12.2 “Confidential Information” shall not include information that: (i) was, at the time of its disclosure, already in the possession of the receiving party free of any obligation to keep it confidential and such party can establish, through reasonably sufficient and credible competent evidence, such prior possession; (ii) is independently developed by the receiving party, (iii) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives; or (iv) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives; provided, however, that such source is not to the knowledge of the receiving party bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to the disclosing party.
12.3 Unless otherwise stated herein, the receiving party of any of the Confidential Information agrees not to disclose such Confidential Information to any person except (i) where such disclosure is required by law or the regulations of any securities exchange or court of competent jurisdiction; (ii) where such disclosure is permitted under this Agreement; (iii) to their respective Representatives and/or legal, financial and/or accounting advisors who have a definite need to know such Confidential Information; and/or (iv) with prior written approval of the disclosing party.
12.4 In the event that any of GamesBandy’s Confidential Information is required to be disclosed in any manner due to the requirements of any applicable law or the regulations of any securities exchange or securities trading system, or court of competent jurisdiction, you shall give prompt written notice to GamesBandy prior to any disclosure sufficient under the circumstances to allow GamesBandy to seek a protective order or other appropriate remedy. You shall: (i) only disclose such minimum information as is legally required and shall, at the request of GamesBandy, use commercially reasonable efforts to obtain confidential treatment for GamesBandy’s Confidential Information that is to be disclosed and allow GamesBandy, if it wishes, to also take such measures as it deems necessary or desirable to challenge any such disclosure or to otherwise redact or minimize such disclosure; and (ii) fully cooperate with GamesBandy.
12.5 All Confidential Information shall solely be used for the purpose of this Agreement.
12.6 Notwithstanding anything contained herein, GamesBandy shall be entitled to disclose your Information to the relevant Seller, Buyer or GamesBandy’s service providers for the purpose of providing the GamesBandy Services. You hereby irrevocably and unconditionally authorises GamesBandy to forward your contact Information to the relevant Seller or Buyer for the purpose of the Sale Contract.
12.7 This Clause shall survive the termination or expiry of this Agreement for any reason whatsoever.
13. Intellectual property rights
13.1 All existing Intellectual Property Rights of GamesBandy, its contractors, partners, services providers, suppliers, or licensors (if any) shall belong and remain with its respective owner. Nothing in this Agreement shall transfer or assign such Intellectual Property Rights to you.
13.2 All Intellectual Property Rights created and/or developed pursuant to this Agreement by GamesBandy (its suppliers, contractors, partners and/or licensors (if any)) shall belong absolutely to GamesBandy.
13.3 You shall not, whether by yourself or through any other person, engage in any conduct which will infringe the Intellectual Property Rights of GamesBandy or those of any third party in relation to your use of the Platform and/or the GamesBandy Services.
13.4 You shall use any Information and/or properties made available to you by GamesBandy under this Agreement in which any of GamesBandy’s Intellectual Property Rights subsist solely for the purpose of and only to the extent permitted by this Agreement. This Clause shall survive the termination of this Agreement.
14. Consumer protection
14.1 Notwithstanding anything contained herein, if the Consumer Protection Act 1999 (“Act”) applies and if you are dealing as a consumer under the Act (consumer shall have the meaning prescribed to it by the Act, “Consumer”), (a) this Agreement is only intended to exclude or limit the remedies and rights you may have to the maximum extent permitted by the Act; and (b) nothing in this Agreement is intended to exclude or limit GamesBandy’s liability to you for any loss or damage arising from (i) GamesBandy’s negligence; or (ii) GamesBandy’s breach of any express or implied terms of this Agreement without adequate justification.
15. Warranty, unavailability, and disclaimer
15.1 GamesBandy warrants that the GamesBandy Services will be provided with reasonable care and skill.