Terms of service

PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Immersely C Corp (“Immersely,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.Immersely.io or any part of the rest of the Site.

Subject to the conditions set forth herein, Immersely may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Immersely will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Immersely, Immersely will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

 

  1. Immersely ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.

1.1 REGISTRATION AND ACCEPTANCE

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

To access and use certain portions of the Site and the Site Services, you must register for an Account. Immersely reserves the right to decline a registration to join Immersely or to add an Account type as a Game Developer or Brand, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.

1.2 ACCOUNT ELIGIBILITY

Immersely offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

1.3 ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public changing the “Available for hire” button. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4 ACCOUNT TYPES

As described in this Section, there are a number of different Account types.

1.4.1 GAME DEVELOPER

You can register for an Account or add an Account type to use the Site and Site Services as a Game Developer (a “Game Developer Account”).

1.5 ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Immersely may close any or all related Accounts.

1.6 IDENTITY AND LOCATION VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Immersely. You authorize Immersely, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.

1.7 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Immersely to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

  1. PURPOSE OF IMMERSELY

Section 2 discusses what Immersely does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Game Developer or Brand, as detailed below.

The Site is a marketplace where Brands and Game Developers can identify each other and advertise, buy, and sell Game Developer Services online. Subject to the Terms of Service, Immersely provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

2.1 RELATIONSHIP WITH IMMERSELY

Immersely merely makes the Site and Site Services available to enable Game Developers and Brands to find and transact directly with each other. Immersely does not introduce Game Developers to Brands, find Projects for Game Developers, or find Game Developers for Brands. Through the Site and Site Services, Game Developers may be notified of Brands that may be seeking the services they offer, and Brands may be notified of Game Developers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Brand or Game Developer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Immersely is not a party to that Service Contract.

You acknowledge, agree, and understand that Immersely is not a party to the relationship or any dealings between Brand and Game Developer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Game Developer Services, or (e) paying for Service Contracts or Game Developer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Immersely does not make any representations about or guarantee the truth or accuracy of any Game Developer’s or Brand’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Game Developers or Brands; and does not vet or otherwise perform background checks on Game Developers or Brands. You acknowledge, agree, and understand that Immersely does not, in any way, supervise, direct, control, or evaluate Game Developers or their work and is not responsible for any Project, Project terms or Work Product. Immersely makes no representations about and does not guarantee, and you agree not to hold Immersely responsible for, the quality, safety, or legality of Game Developer Services; the qualifications, background, or identities of Users; the ability of Game Developers to deliver Game Developer Services; the ability of Brands to pay for Game Developer Services; User Content, statements or posts made by Users; or the ability or willingness of a Brand or Game Developer to actually complete a transaction.

You also acknowledge, agree, and understand that Game Developers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Game Developer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Immersely, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Immersely will not have any liability or obligations under or related to Service Contracts and/or Game Developer Services for any acts or omissions by you or other Users; (iii) Immersely does not, in any way, supervise, direct, or control any Game Developer or Game Developer Services; does not impose quality standards or a deadline for completion of any Game Developer Services; and does not dictate the performance, methods or process Game Developer uses to perform services; (iv) Game Developer is free to determine when and if to perform Game Developer Services, including the days worked and time periods of work, and Immersely does not set or have any control over Game Developer’s pricing, work hours, work schedules, or work location, nor is Immersely involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Game Developer for a Project; (v) Game Developer will be paid at such times and amounts as agreed with a Brand in a given Service Contract, and Immersely does not, in any way, provide or guarantee Game Developer a regular salary or any minimum, regular payment; (vi) Immersely does not provide Game Developers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Immersely does not provide the premises at which Game Developers will perform the work. Game Developers are free to use subcontractors or employees to perform Game Developer Services and may delegate work on fixed-price contracts or by agreeing with their Brands to have hourly contracts for Game Developer’s subcontractor(s) or employee(s). If a Game Developer uses subcontractors or employees, Game Developer further agrees and acknowledges that this paragraph applies to Immersely’s relationship, if any, with Game Developer’s subcontractors and employees as well and Game Developer is solely responsible for Game Developer’s subcontractors and employees.

Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) Immersely is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of Immersely, and Immersely does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) Immersely does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) Immersely does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Brands (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) Immersely does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (y) Immersely does not provide the premises at which the Agency or Agency Members will perform the work; and (z) Immersely makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Immersely disclaims any and all liability relating thereto.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2 TAXES AND BENEFITS

Game Developer acknowledges and agrees that Game Developer is solely responsible (a) for all tax liability associated with payments received from Game Developer’s Brands and through Immersely, and that Immersely will not withhold any taxes from payments to Game Developer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Game Developer is not covered by or eligible for any insurance from Immersely; (c) for determining whether Game Developer is required by applicable law to issue any particular invoices for the Game Developer Fees and for issuing any invoices so required; (d) for determining whether Game Developer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Game Developer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Immersely is required by applicable law to withhold any amount of the Game Developer Fees and for notifying Immersely of any such requirement and indemnifying Immersely for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Immersely, Game Developer agrees to promptly cooperate with Immersely and provide copies of Game Developer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Game Developer is engaging in an independent business as represented to Immersely.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request Immersely to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Game Developers or Brands voluntarily submit to Immersely and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Immersely; Immersely provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Immersely post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Immersely on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Immersely will make Composite Information available to other Users, including composite or compiled feedback. Immersely provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Immersely does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

Immersely does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Immersely is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Immersely reserves the right (but is under no obligation) to remove posted feedback or information that, in Immersely’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Immersely. You acknowledge and agree that you will notify Immersely of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Immersely may rely on the accuracy of such information.

  1. CONTRACTUAL RELATIONSHIP BETWEEN BRAND AND GAME DEVELOPER

Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.

3.1 SERVICE CONTRACTS

If a Brand and Game Developer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Brand and Game Developer. Brand and Game Developer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Immersely is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Immersely and any Game Developer or a partnership or joint venture between Immersely and any User.

With respect to any Service Contract, Brands and Game Developers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Immersely’s rights and obligations under the Terms of Service. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.

The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Immersely does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-Brand relationship, (c) or constitute advertising or a solicitation of any type. Each situation is highly fact specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Immersely expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

3.2 DISPUTES AMONG USERS

For disputes arising between Brands and Game Developers, you agree to abide by our mediation team. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Immersely will not and is not obligated to provide any dispute assistance beyond what is provided here.

If Game Developer or Brand intends to obtain an order from any arbitrator or any court that might direct Immersely, to take or refrain from taking any action, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Immersely, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.

3.3 CONFIDENTIAL INFORMATION

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

3.4 THIRD-PARTY BENEFICIARIES

It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.

  1. WORKER CLASSIFICATION AND IMMERSELY PAYROLL

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Immersely and a User.

Brand is solely responsible for and has complete discretion with regard to selection of any Game Developer for any Project. Brand is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Game Developers should be engaged as independent contractors or employees of Brand and engaging them accordingly; Immersely will have no input into, or involvement in, worker classification as between Brand and Game Developer and Users agree that Immersely has no involvement in and will have no liability arising from or relating to the classification of a Game Developer generally or with regard to a particular Project.

  1. Immersely FEES

Section 5 describes what fees you agree to pay to Immersely in exchange for Immersely providing the Site and Site Services to you and what taxes Immersely may collect, as detailed below.

5.1 SERVICE FEES FOR GAME DEVELOPERS

Game Developers pay Immersely a Service Fee (as defined in this Section 5.1) for the use of the Site. Immersely charges service fees to Game Developers, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Game Developer. When a Brand pays a Game Developer for a Project or when funds related to a Project are otherwise released to a Game Developer as required by the applicable Escrow Instructions (See Section 6.1), Immersely C CORP (“Immersely”) will credit the Game Developer Account for the full amount paid or released, and then subtract and disburse to Immersely the Service Fee. Game Developer hereby irrevocably authorizes and instructs Immersely to deduct the Service Fee from the Game Developer Account and pay Immersely on Game Developer’s behalf.

5.2 VAT AND OTHER TAXES

Immersely may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Game Developer (the “Taxes”). In such instances, any amounts Immersely is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Immersely under the Terms of Service.

5.3 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

Immersely does not introduce Brands to Game Developers and does not help Game Developers secure Projects. Immersely merely makes the Site and Site Services available to enable Game Developers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Immersely does not charge a fee when a Game Developer finds a suitable Brand or finds a Project. In addition, Immersely does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

  1. PAYMENT TERMS AND ESCROW SERVICES

Section 6 discusses your agreement to pay Game Developer Service Fees on Service Contracts, and describes how Immersely’s Escrow Services work, what happens if a Brand doesn’t pay, and related topics, as detailed below.

6.1 PAYMENT

Immersely uses Stripe Connect as escrow system. We have the discretionary right to decide when the payment should be released to the Game Developer.

Brand will pay the full amount to Immersely at the time of the acceptance (maximum 30 days after the contract was signed). Money will be paid to the Game Developer at the end of each month, that is the last day of the month (with a maximum delay of 30 days).

The Game Developer has the right to cancel the promotion in case of not receiving the money within the time frame specified in 6.1.

6.2 NON-PAYMENT

If Brand is in “default”, meaning the Brand fails to pay the Game Developer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Immersely), Immersely will be entitled to the remedies described in this Section 6.2 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Brand will be deemed to be in default on the earliest occurrence of any of the following: (a) Brand fails to pay the Game Developer Fees when due, (b) Brand fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Brand fails to pay an invoice issued to the Brand by Immersely within the time period agreed or, if none, within 30 days, (d) Brand initiates a chargeback with a bank or other financial institution resulting in a charge made by Immersely for Game Developer Fees or such other amount due being reversed to the Brand, or (e) Brand takes other actions or fails to take any action that results in a negative or past-due balance on the Brand’s account.

If Brand is in default, Immersely may, without notice, temporarily or permanently close Brand’s Account and revoke Brand’s access to the Site and Site Services, including Brand’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Game Developer Services from other Users through the Site. However, Brand will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Brand’s Account as a result of the default. Without limiting other available remedies, Brand must pay Immersely upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

Immersely, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Brand or held by Immersely or Immersely Escrow for Brand, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

6.3 NON-PUBLISHING

If Game publisher fails to deliver the campaign on time, or stops promoting the campaign in the game before the contract has expired, Game Developer acknowledges that has no right to ask for the money that was outstanding on the contract. At that point, the money will be transferred back to the Brand using the same method of payment.

6.4 NO RETURN OF FUNDS

Brand acknowledges and agrees that Immersely will charge Brand’s designated Payment Method for the Game Developer Fees incurred as described in the applicable Escrow Instructions and that once Immersely Escrow charges or debits the Brand’s designated Payment Method for the Game Developer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Brand also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Brand resolve disputes. To the extent permitted by applicable law, Brand therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Game Developer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Brand initiates a chargeback in violation of this Agreement, Brand agrees that Immersely or Immersely Escrow may dispute or appeal the chargeback and institute collection action against Brand and take such other action it deems appropriate.

6.5 PAYMENT METHODS

In order to use certain Site Services, Brand must provide account information for at least one valid Payment Method.

Brand hereby authorizes Immersely, to run credit card authorizations on all credit cards provided by Brand, to store credit card and banking or other financial details as Brand’s method of payment consistent with our Privacy Policy, and to charge Brand’s credit card (or any other Payment Method) for the Game Developer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

Payment Methods will be charged by Immersely in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Immersely.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Brand represents, warrants, and covenants that: (a) Brand is legally authorized to provide such information; (b) Brand is legally authorized to make payments using the Payment Method(s); (c) if Brand is an employee or agent of a company or person that owns the Payment Method, that Brand is authorized by the company or person to use the Payment Method to make payments on Immersely; and (d) such actions do not violate the terms and conditions applicable to Brand’s use of such Payment Method(s) or applicable law. When Brand authorizes a payment using a Payment Method via the Site, Brand represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Brand’s Payment Method(s), Brand is solely responsible for paying such amounts by other means.

Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Immersely is not liable to any User if Immersely does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Immersely will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.

6.6 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION

The Site and the Site Services operate in U.S. Dollars. If Brand’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Immersely, Immersely Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Brand, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Immersely, Immersely Escrow, or our Affiliates does not support the foreign currency or Brand does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Immersely Escrow or one of our Affiliate will charge or debit Brand’s Payment Method in U.S. Dollars and Brand’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Brand’s Payment Method provider. Brand’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Brand’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Brand’s sole risk. Immersely, Immersely Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Immersely, Immersely Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.

  1. NON-CIRCUMVENTION

Section 7 discusses your agreement to make and receive payments only through Immersely for two years from the date you first meet your Brand or Game Developer on the Site, unless you pay an Opt-Out-Fee, as detailed below.

7.1 MAKING PAYMENTS THROUGH IMMERSELY

You acknowledge and agree that a substantial portion of the compensation Immersely receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Immersely only receives this Service Fee when a Brand and a Game Developer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Immersely Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.

Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:

 

  • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
  • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
  • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
  • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.

 

You agree to notify Immersely immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Immersely by sending an email message to: roman@immersely.io.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

7.2 OPTING OUT

You may opt-out of the obligation in Section 7.1 with respect to each Immersely Relationship only if the Brand or prospective Brand or Game Developer pays Immersely an opt-out fee for each such relationship (the “Opt-Out Fee”).

The Opt-Out Fee is computed as follows

(a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Brand first makes payment to the subject Game Developer until the date the Opt-Out Fee is paid; and

(b) the greater of:

(i) $3,500; or

(ii) 25% of the anticipated annualized salary or wages for one year if the Brand offers Game Developer employment directly; or

(iii) all Service Fees that would be earned by Immersely from the Immersely Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Game Developer from Brand during the most recent normalized 8-week period, or during such shorter period as data is available to Immersely;

(iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Immersely and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Immersely and you agree that amount shall be used if it is greater than $3,500.

To pay the Opt-Out Fee, you must request instructions by sending an email message to roman@immersely.io.

If Immersely determines, in its sole discretion, that you have violated Section 7, Immersely or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Immersely’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

  1. RECORDS OF COMPLIANCE

Section 8 discusses your agreement to make and keep all required records, as detailed below.

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Immersely upon request. Nothing in this subsection requires or will be construed as requiring Immersely to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Immersely’s part to store, backup, retain, or grant access to any information or data for any period.

  1. WARRANTY DISCLAIMER

Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Immersely MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Immersely DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST Immersely WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

  1. LIMITATION OF LIABILITY

Section 10 discusses your agreement that Immersely usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $1, as detailed below.

Immersely is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

 

  • your use of or your inability to use our Site or Site Services;
  • delays or disruptions in our Site or Site Services;
  • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
  • damage to your hardware device from the use of the Site or Site Services;
  • the content, actions, or inactions of third parties’ use of the Site or Site Services;
  • a suspension or other action taken with respect to your Account;
  • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
  • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

 

ADDITIONALLY, IN NO EVENT WILL Immersely, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF Immersely, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $1. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  1. RELEASE

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that Immersely is not a party to any contract between Users, you hereby release Immersely, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers 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 any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Game Developer Services provided to Brand by a Game Developer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) 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 OR HER SETTLEMENT WITH THE DEBTOR.”

This release will not apply to a claim that Immersely failed to meet our obligations under the Terms of Service.

  1. INDEMNIFICATION

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless Immersely, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.2 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Game Developer as an independent contractor; the classification of Immersely as an employer or joint employer of Game Developer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  1. AGREEMENT TERM AND TERMINATION

Section 13 discusses your and Immersely’s agreement about when and how long this Agreement will last, when and how either you or Immersely can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

13.1 TERMINATION

Unless both you and Immersely expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to roman@immersely.io. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Immersely is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Immersely to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Immersely will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Immersely for any Site Services or such other amounts owed under the Terms of Service and to any Game Developers for any Game Developer Services.

Without limiting Immersely’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Immersely or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Immersely’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF Immersely DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, Immersely HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT Immersely WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

13.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Immersely will have no liability whatsoever. Immersely, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

13.3 SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Immersely from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

  1. DISPUTES BETWEEN YOU AND Immersely

Section 14 discusses your agreement with Immersely and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.

 

  1. GENERAL

Section 15 discusses additional terms of the agreement between you and Immersely, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

15.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Immersely relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Immersely drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Immersely because of the authorship of any provision of the Terms of Service.

15.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon Immersely unless in a written instrument signed by a duly authorized representative of Immersely or posted on the Site by Immersely. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

15.3 ASSIGNABILITY

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Immersely’s prior written consent in the form of a written instrument signed by a duly authorized representative of Immersely. Immersely may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

15.4 SEVERABILITY

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

15.5 FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.

15.6 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES

Immersely makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

15.8 CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site Terms of Use, you may be entitled to receive certain records from Immersely or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

  1. PRIVACY POLICY

By using this online website, mobile website, application, digital service, or any products, services, sites, features or functionality associated with Immersely, and its subsidiaries/affiliates immersely C Corp. (each a “Service, collectively the “Services”), you consent to the collection, use, processing, and sharing of your information as described in this Immersely Privacy Policy (“Privacy Policy”).

 

The types of information we collect from you to access the Immersely Service include obtaining your first and last name, username, storefront name, email address, and information about your game such as name, description, age ranges, graphic style, and images.