MASSIVE
LOOP TERMS OF USE
Last
Updated: March 10, 2023
1.
About
Massive Loop. Massive Loop ® is an
immersive Metaverse platform for virtual reality and desktop, a growing network
of virtual worlds and communities for you to join, explore, or even create with
others. Massive Loop is organized into Servers, Worlds, and Avatars. Servers
are collections of worlds and avatars with their own rules. Servers are ideal
for Companies, Groups or Power Users that wish to deliver high quality
experiences to their communities or audiences. Your own server gives you
control over which avatars are approved, member acceptance, creator
restrictions, age restrictions and more.
Massive
Loop metaverse is developed by Human Mode, L.L.C. (“Human Mode”).
To properly participate in the Massive Loop metaverse, you must qualify as an
eligible participant under section 4, and you may be required to download,
install, and use one or more of the following “Massive Loop Software
Packages”:
(i)
the
Massive Loop “Metaverse Browser” (currently multi-platform VR and
desktop, will be AR in the future);
(ii)
the
Massive Loop “SDK”, which is used by creators to build worlds and
avatars and populate them with dynamic objects, games
and retail opportunities; and
(iii)
the
Massive Loop “Website” where you can manage contacts, your funds,
search for servers, worlds, and avatars, etc.;
(iv)
user-generated
content (“UGC”);
(v)
content
generated by Massive Loop (“Massive Loop Content”); and
(vi)
content
generated by third-party content providers (“Third Party Content”).
2. These are the Terms of Use. These are terms and conditions which govern your use of
Massive Loop metaverse (the “Terms of Use). By visiting or engaging
with the Massive Loop metaverse or using any Massive Loop Software Package, you
accept and agree to the terms and conditions of these Terms of Use. If you
do not agree to the terms and conditions of these Terms of Use, you are
prohibited from using the Massive Loop metaverse or any of the Massive Loop
Software Packages in any manner, and you should immediately uninstall and cease
using any Massive Loop Software Packages.
Human Mode may, in its sole discretion, revise the Terms of Use at
any time by posting the revised Terms of Use on the Massive Loop Website. You
agree that your continued use of the Massive Loop metaverse or any Massive Loop
Software Package following the posting of any revised Terms of Use will serve
as your acceptance and agreement of any revised Terms of Use.
3. Modifications to the Massive Loop metaverse. Human Mode may revise the features, functionality, system
requirements, or any other aspect of the Massive Loop metaverse at any time, and release such revisions as a “Revised
Environment”. To continue participation in the Revised Environment, you
may be required to download and install revised Massive Loop Software Packages
(as defined herein), or to obtain third-party hardware or software. Your use of
any Revised Environment remains subject to these Terms of Use. Your use of any
third-party hardware or software is subject to the terms agreed to with the
applicable third-party.
You acknowledge that when an upgrade is available, previous
versions of the Massive Loop Software Packages or the Massive Loop metaverse
may cease to be available or no longer be supported by Human Mode.
4.
This
is not for Everyone.
a. United States (U.S.) – To be eligible to enter the Massive
Loop metaverse, you must (a) be a natural person who is at least 18 years of age
or older; (b) setup a Massive Loop “Account” though the Massive
Loop Website and associate a valid email address with your Account; (c) have
the capacity and authority to enter into this contract with Human Mode; (d) be
physically located within the U.S. when accessing your Account and the Massive
Loop metaverse; (e) be physically located within the a state or jurisdiction in
the U.S. that permits your involvement and participation with the Massive Loop
metaverse, including by entering play-to-earn games and contests; and (f) at
all times abide by the terms of these Terms of Use. If any one of these
requirements is not met at any time, Human Mode may suspend or close your
Account without notice.
b. Non-U.S.: To be eligible to register an
Account, you must be (a) a natural person who is at least 18 years of age or
older; (b) set up a Massive Loop “Account” through the Massive Loop
Website and associate a valid email address with your Account; (c) have the
power to enter into these Terms of Use with Human Mode; (d) be physically
located in a jurisdiction in which participation in play-to-earn tournaments is
permitted and unrestricted by any laws of that jurisdiction; and (e) at all
times abide by the terms of these Terms of Use. If any of these requirements is
not met at any time, Human Mode may suspend or close your Account without
notice.
5. Your Account – Help Us Help You. To use and interact with the
Massive Loop metaverse, including any competitions hosted within the Massive
Loop metaverse, you must at all times access the
Massive Loop metaverse through your authorized user account (your
“Account”). Your Account is subject to the following terms and
conditions. Human Mode may use the information in your Account for
security purposes, to identify whether you are eligible for play-to-earn
tournaments, to protect minors, and to help better deliver the Massive Loop
metaverse to you. Failure to abide by these Terms of Use – including
the following provisions governing your Account – may result in the
Deactivation of your Account.
a. It’s Gotta be
You (and Only You). While each participant is permitted to associate a display name
with their Account, your actual and true identity is
required to access and participate in the Massive Loop metaverse. You may
not allow another person or entity to access the Massive Loop metaverse through
your Account. You accept responsibility for all conduct and activities
that occur under your Account.
b. Registration. When you register for your
Account, you may be required to provide us with identifying information about
yourself, including your email address and other contact information. You agree
that the information you provide to us is accurate and that you will keep it
accurate and up-to-date at all times. You acknowledge
that Human Mode may require that you provide additional information if you
deposit or withdraw currency from the Massive Loop metaverse or if you
participate in play-to-earn tournaments or other activities.
c.
Passwords. You will be required to set a password when you register
your Account. You agree to keep your Account password, login ID, and other
security credentials confidential at all times. You
may not share your password or Account information with anyone else. Human
Mode may require that you update your password or other Account information on
a periodic basis. If you suspect anyone else has accessed your Account, you
must immediately report it by emailing us at support@massiveloop.com.
d. Multifactor Authentication. You may be required to use a
multifactor authentication (MFA, 2FA, etc.) to access the Massive Loop metaverse. If
you use multifactor authentication to access the Massive Loop metaverse, you
agree to abide by any terms and conditions associated with the multifactor
authentication software or hardware.
e. Termination; Deactivation. Human Mode may, in its sole
discretion, terminate your Account if you: (i) permit
a third party to use your Account; or (ii) use your Account for any illegal or
fraudulent conduct; (iii) upload content or use the Massive Loop metaverse in
any manner that create a integrity issue or other effects the ability of other
participants to enjoy the Massive Loop metaverse; or (iv) breach the Terms of
Use or any other application agreement with Human Mode related to the Massive
Loop metaverse.
6. Licenses from Human Mode for the Massive
Loop metaverse. To access and interact with the Massive Loop metaverse, you will
need to use Massive Loop Software Packages provided by Human Mode or its
licensors. The limited licenses conveyed in this section 6 are subject to your
complete and continuing compliance with each and every
provision of these Terms of Use (including without limitation payment of any
applicable fees). Human Mode and its licensors reserve all rights not granted
to you under these Terms of Use.
a. Massive Loop Browser License. Human Mode grants you a limited,
non-exclusive, non-transferrable, non-sublicensable, revocable license to each
copy of the virtual reality, desktop or mobile app (each a "Massive Loop
Browser") downloaded directly from the Massive Loop website or from an
authorized third-party marketplace, solely in object code format, and only for
your personal use on a single compatible computer or mobile device to access
and use the Massive Loop metaverse in accordance with applicable laws,
regulations, and the terms of these Terms of Use. You may not reproduce,
distribute, publicly display, or publicly perform the Massive Loop Browser,
except as permitted by these Terms of Use. Any license to use the Massive Loop
Browser automatically and immediately terminates upon the termination or
suspension of your Account. Notwithstanding the foregoing, you may
broadcast your use of the Massive Loop Browser through streaming services
(e.g., Twitch) as long as doing so does not otherwise violate these Terms of
Use.
b. The Massive Loop SDK. Human Mode grants you a limited,
non-exclusive, non-transferrable, non-sublicensable, revocable license to each
copy of the Massive Loop SDK downloaded directly from the Massive Loop Website
or from an authorized third-party marketplace, solely in object code format,
and only for your personal use on a single compatible desktop or mobile device
to develop User Generated Content for the Massive Loop metaverse, in accordance
with applicable laws, regulations, and these Terms of Use. You may not
reproduce, modify, distribute, publicly display, or publicly perform the
Massive Loop SDK or any part of the Massive Loop metaverse, except as permitted
by these Terms of Use. Any license to use the Massive Loop SDK
automatically and immediately terminates upon the termination or suspension of
your Account. You may only use the Massive Loop SDK to develop User
Generated Content for the Massive Loop metaverse. You may not use the
Massive Loop SDK to develop content for any third-party platforms.
c.
The Massive Loop Website License. To access your Account, you may
be required to access and use the Massive Loop Website. Human Mode grants you a
limited, non-exclusive, non-transferrable, non-sublicensable, revocable license
to access and use the Massive Loop Website. You may not reproduce, modify,
distribute, publicly display, or publicly perform the Massive Loop Website,
except as permitted by these Terms of Use. Any license to use the Massive
Loop Website automatically and immediately terminates upon the termination or
suspension of your Account.
d. Reservation of Rights. You do not have any right or
license to use the Massive Loop Software Packages or access the Massive Loop
metaverse in excess of the scope stated in this
Agreement. Upon the termination of these Terms of Use, your right to use
the Massive Loop Software Packages and access the Massive Loop metaverse will
terminate. You do not have any ownership rights in the Massive Loop Software
Packages or the Massive Loop metaverse. All rights in the Massive Loop
Software Packages that are not otherwise granted to you in these Terms of Use are
reserved by Human Mode. You hereby acknowledge and agree that except for UGC
(as defined herein), Human Mode owns all right, title, and interest in and to
all intellectual property rights (including derivatives or improvements
thereof) in the Massive Loop Software Packages and the Massive Loop metaverse.
7. Third Party Content – Certain third-party
software, websites, and content may be required for your use of the Massive
Loop metaverse. You agree that your use of any such third-party software,
websites, or content may be subject to additional licenses
and you agree to comply with any such third-party licenses or contracts. You
also agree that Human Mode is not responsible for any such third-party
software, websites, or content, or for any losses or liabilities arising from
your use of such third-party software or content.
8. Let’s Build a Metaverse – the Massive Loop
metaverse is intended to promote User-Generated Content (“UGC”).
UGC may include virtual worlds, games, objects, quests, models, characters,
textures, sound files, music, video content and more. Subject to the terms and
conditions within these Terms of Use,
Human Mode encourages you to help us build a better metaverse.
a. User Feedback. From time to time, you may be
provided with the opportunity to provide commentary or other types of feedback
on the Massive Loop metaverse. You agree that Human Mode will own any
feedback that you provide to Human Mode. You further agree that Human Mode
can use your feedback, including by publishing your feedback together with your
Display Name.
c. In connection with any UGC provided
by you to the Massive Loop metaverse, you grant Human Mode publicity and
marketing rights that allow us to license the UGC (or tangible reproductions of
the UGC) to third parties, including for use in connection with TV shows,
movies, books, encyclopedias, anthologies, websites, and social media, online
or print magazines, newspapers and other commercial, non-commercial or
educational purposes.
d. You acknowledge by accessing or using
the Massive Loop metaverse that you may be exposed to UGC created by others
that is offensive, indecent, or objectionable. You agree to waive any
legal or equitable right or remedy you have or may have against us with respect
to UGC provided by you or others. Human Mode has no obligation to edit or
control UGC that you or others provide. You further agree and acknowledge
that Human Mode will not be responsible or liable for any UGC or any claims,
losses, or liabilities arising from UGC in the Massive Loop metaverse. Human
Mode reserves the right to disable or remove any UGC that Human Mode, in its
sole discretion, considers malicious, dangerous, or inappropriate. UGC may
not contain gambling, casino, or games of chance without written explicit
permission from Human Mode, which can be withheld by Human Mode for any reason
or no reason at all.
e. By providing any UGC to the Massive
Loop metaverse, you represent and warrant that you are the owner of any UGC
uploaded to the Massive Loop metaverse or that you are otherwise authorized to
provide the UGC to the Massive Loop metaverse and that such UGC can be licensed
to Human Mode for its use on the terms set forth herein. Consistent with
that representation, you hereby grant Human Mode such a license to the UGC. You
further represent and warrant that any UGC that you provide to the Massive Loop
metaverse: (i) does not violate any laws, including
applicable privacy and gaming laws; (ii) does not infringe the patent,
trademark, copyright, trade secret, rights of privacy and publicity, or other
intellectual property rights of a third party; (iii) is not intended to harass,
intimidate, bully, or otherwise interfere with the use and enjoyment of the
Massive Loop metaverse by others; (iv) complies with the terms and conditions
of these Terms of Use; and (v) will not slander, defame, libel any other
person; or (vi) does not cause Human Mode to violate any law or regulation.
f.
While in the Massive Loop metaverse, you may be prompted to grant
other users the right to use or license your UGC, including as part of the sale
of any UGC by you to others in virtual marketplaces within the Massive Loop
metaverse. You agree and acknowledge that by providing your UGC to other
users, the recipient of your UGC may use your UGC to create their own UGC
within the Massive Loop metaverse. Copying or “stealing” UGC
material from other users is strictly prohibited.
g. In the event you exercise your right
to be forgotten under the European GDPR, Human Mode shall not be obligated to
provide you any compensation, attribution, or other payments for any reason,
including for the exploitation of any UGC that you have licensed to us pursuant
to these Terms of Use.
h. Some UGC may require
hosting, maintenance, or other fees (such as virtual worlds, avatars, and
UGC-based games). Your failure to timely pay these fees may result in the
removal or suspension of the UGC.
i.
In our sole discretion and at any time without notice, Human Mode
may remove, block, edit or restrict access to any UGC for any or no reason,
including for any violation of the terms and conditions of these Terms of Use.
j.
Specific Rules for Musical Works and for Recording Artists. If you
are a composer or author of a musical work and are affiliated with a PRO, then
you must notify your PRO of the royalty-free license you grant to us through these
Terms of Use. You are solely responsible for ensuring your compliance with the
relevant PRO's reporting obligations. If you have assigned your rights to a
music publisher, then you must obtain the consent of such music publisher to
grant the royalty-free license(s) set forth in this these Terms of Use. You
are solely responsible for ensuring that your use of the Massive Loop metaverse
and any UGC provided to the Massive Loop metaverse is in compliance with any
contractual obligations you may have to your record label, publishers,
licensors, or co-authors.
9. The DMCA and Intellectual
Property Takedown Requests.
a. If notified by a user or content
owner that UGC infringes someone’s intellectual property rights, or
otherwise fails to conform with these Terms of Use, Human Mode may investigate
the allegation and determine in our sole discretion whether to remove the UGC,
which Human Mode reserves the right to do at any time without notice.
b. If you believe that any content in
the Massive Loop metaverse infringes or otherwise violates your copyrights,
please send a takedown request pursuant to the Digital Millennium Copyright Act
("DMCA") by contacting us by email at legal@massiveloop.com, or by
written correspondence at
Human Mode L.L.C.
3917 NE 104th
Street
Oklahoma City, Oklahoma
73131
United States
And including the following
information:
i.
The identification of the copyrighted work which is claimed to
have been
infringed;
ii. Identification of the infringing
material, including where the infringing material is located within the Massive
Loop metaverse;
iii. Your contact information or
the contact information for the copyright holder;
iv. A statement that you believe
in good faith that the use of allegedly infringed material is not authorized by
the copyright owner, its agent or the law; and
v. A signed statement
that, subject to penalty of perjury, you: (i) are the
copyright owner or represent the copyright owner; (ii) believe the facts set
forth in your takedown request to be accurate, complete, and true, and that Human
Mode may rely on those facts; and (iii) are not making the takedown request for
any improper purposes.
c.
If Human Mode determines that the claim set forth in your takedown
request is valid, Human Mode will promptly remove, block
or delete the UGC from the Massive Loop metaverse. Human Mode will also
notify the infringing party and provide them with an opportunity to submit a
counter-notice against the claim.
10. Use Restrictions
a. You may not rent, lease, lend, sell, redistribute, or
sublicense any portion of the Massive Loop metaverse, including the Massive
Loop Software Packages. You may not copy, distribute publicly perform, publicly
display, decompile, reverse engineer, disassemble, attempt to derive the source
code, modify or create derivative works of the Massive
Loop metaverse, or the Massive Loop Software Packages.
b. You may not attempt to gain
unauthorized access to the Massive Loop metaverse, or to accounts, or resources
that are not your own.
c.
Hacking, Tempering, or Unauthorized Access: You agree and
acknowledge that you are strictly prohibited from making any attempt to gain
unauthorized access to the Massive Loop metaverse, to restricted locations or
functions within the Massive Loop metaverse, to our computer systems and networks,
or to another user's account or assets within the Massive Loop
metaverse. You may not take any action that interferes with the operation
of the Massive Loop metaverse or the Massive Loop Software Packages, or that is
intended to disrupt, damage or undermine the Massive
Loop metaverse. Any conduct in violation of these restrictions will result
in immediate termination of your Account and forfeiture of any value it
contains. You acknowledge that Human Mode is not responsible for any damage,
loss or injury resulting from your hacking, tampering or other unauthorized
access or use of the Massive Loop metaverse or your Account.
d. To reduce risk to the Massive Loop
metaverse and its users, you may not create portals, external web links, or
links to other programmable metaverses within the Massive Loop metaverse
without prior written permission from Human Mode. Efforts to bypass these
security restrictions through proxies or similar networking means may result in
account suspension.
e. You may not use the Massive Loop
metaverse or the Massive Loop Software Packages for any purpose other than for
your permitted use of the Massive Loop metaverse. Without limiting the
generality of the forgoing, you are specifically prohibited from: (a)
downloading, copying, or re-transmitting any part or all of the Massive Loop Software
Packages in violation of these Terms of Use; (b) using any data mining, robots
or similar data gathering or extraction methods to obtain information about the
Massive Loop Website or the Massive Loop metaverse; (c) manipulating or
otherwise displaying the Massive Loop Website, Massive Loop Browser, or the
Massive Loop metaverse by using framing or similar navigational technology; (d)
registering, subscribing, unsubscribing, or attempting to register, subscribe,
or unsubscribe any party for use of the Massive Loop Software Packages or the
Massive Loop metaverse; and (e) using the Massive Loop Website, the Massive
Loop Software Packages, or the Massive Loop metaverse other than for its
intended purpose, as determined solely in Human Mode’s discretion, including
without limitation, to defame, abuse, harass, stalk, threaten or otherwise
violate the legal rights (such as rights of privacy) of others, and/or to
publish, post, distribute or disseminate any defamatory, infringing or unlawful
material or information.
11. The Privacy Parts
a. Human Mode is committed to
your privacy. Please review our Privacy Policy, which is available at https://massiveloop.com/legal/privacypolicy.html (the “Privacy
Policy”), the terms of which are incorporated into these Terms of Use as if set forth in their
entirety.
b. Your use of the Massive Loop Software
Packages and your conduct and interactions within the Massive Loop metaverse
may be monitored by Human Mode for multiple purposes, including for commercial
activities and for monitoring your compliance with these Terms of Use. Human
Mode may also collect anonymous aggregated and/or statistical data reflecting
your use of the Massive Loop metaverse and may use such data for tracking,
reporting and other activities in connection with our business, also all in
accordance with the Privacy Policy.
c.
Human Mode will not intentionally disclose any personally
identifying information about you (including information submitted in creating
an Account, your social security number, your name, email address, birthdate,
phone number, or passport, or address or location information obtained by the
Massive Loop Website from cookies, and information regarding your IP address)
to third parties without your consent except (1) where expressly specified in these
Terms of Use, (2) where permitted by the Privacy Policy, and/or (3) where Human
Mode, in good faith, believe such disclosure is necessary to comply with
applicable laws, to enforce these Terms of Use, or to help prevent a loss of
life or physical injury or crime.
d. The Massive Loop metaverse includes
many public forums. You do not have an expectation of privacy within the
Massive Loop metaverse.
e. If you have any questions
or comments about the Privacy Policy, if you need to report a problem, or if
you would like to exercise one of your rights under the Privacy Policy, please
contact our Privacy Team at privacy@massiveloop.com, or at Human Mode, L.L.C.,
3917 NE 104th Street, Oklahoma City, Oklahoma 73131, United States, attn: Privacy Team.
12. Disclaimer of Warranties. You understand that the
Massive Loop metaverse is an evolving online resource that relies on a number of third-party technology suppliers, hosting
companies, and telecommunications providers. Although Human Mode endeavors to
provide maximum uptime and
accessibility, you agree and acknowledge that Human Mode is under no obligation
to make the Massive Loop metaverse available at all times,
or error-free. You further acknowledge and agree that Human Mode is under
no obligation to preserve, protect, or maintain any UGC that you provide to the
Massive Loop metaverse. Human Mode cannot and do not make any warranties
about the availability or accessibility of any UGC, or that any UGC will not be
altered, removed, or deleted from the Massive Loop metaverse. To the
maximum extent allowed by applicable law, Human Mode disclaims all warranties,
expressed or implied, including but not limited to warranties of merchantability,
non-infringement and fitness for a particular purpose
with respect to the Massive Loop Software Packages and the Massive Loop
metaverse.
13. Risk Allocation
a. Limits of Liability. IN NO EVENT
SHALL HUMAN MODE BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE MASSIVE LOOP SOFTWARE PACKAGES OR THE MASSIVE LOOP
METAVERSE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. YOU AGREE AND ACKNOWLEDGE THAT HUMAN MODE’S ENTIRE
LIABILITY FOR DIRECT DAMAGES, UNDER ANY LEGAL THEORY OR BASIS, SHALL NOT EXCEED
THE TOTAL FEES PAID BY YOU FOR USE OF THE MASSIVE LOOP SOFTWARE PACKAGES OR THE
MASSIVE LOOP METAVERSE IN THE 12 MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO
YOUR CLAIM. IF YOU DID NOT PAY TO USE THE MASSIVE LOOP SOFTWARE PACKAGES
OR ACCESS THE MASSIVE LOOP METAVERSE, HUMAN MODE’S TOTAL LIABILITY TO YOU
FOR ALL CLAIMS IN AGGREGATE WILL NOT EXCEED $100 USD. THIS
LIMITATION OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN
FAILS OF ITS ESSENTIAL PURPOSE AND SHALL BE EFFECTIVE TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW. LICENSEE HAS ACCEPTED THE LIMITATION OF
LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO OBTAIN USE OF THE MASSIVE LOOP
SOFTWARE PACKAGES AND ACCESS TO THE MASSIVE LOOP METAVERSE AT A PRICE THAT IS
LOWER THAN IF HUMAN MODE WAS REQUIRED TO BEAR ADDITIONAL LIABILITY FOR
POTENTIAL DAMAGES.
b. Indemnification. You assume full
responsibility for, and agree to release, protect, defend, indemnify and hold
harmless Human Mode, its directors, officers, managers, employees and agents
(collectively, the "Human Mode Indemnitees") from and against every
demand, claim, suit, cause of action, judgment, loss, liability, indemnity
obligation, expense, interest, legal fee, fine, penalty, assessment, lien and
damage (whether in law or in equity and whether general, special, penal or
statutory) (collectively, "Losses") of every kind and character which
directly or indirectly results from, or arises in connection with, (a) any
failure on your part to comply with your obligations under these Terms of Use,
(b) any negligent act or omission by you pertaining to your obligations under
this Agreement, and (c) infringement or misappropriation of any third party
intellectual property right arising from your use of the Massive Loop Software
Packages or the Massive Loop metaverse; and (d) any UGC provided by you to the
Massive Loop metaverse. You agree to waive any legal or equitable right or
remedy you have or may have against us with respect to UGC or your use of the
Massive Loop metaverse.
c.
Indemnification Procedure. You agree that this Section
13 is the complete agreement between us with respect to any possible
indemnification claim, and you waive your right to assert any common law
indemnification or contribution claim against Human Mode. Human Mode agrees
to promptly inform you after Human Mode receives notice of any claim, demand,
or notice for which indemnification hereunder may be sought, and Human Mode
will cooperate in the investigation and defense of any such claim, demand, or
notice; provided, however, that Human Mode shall have the right to approve your
selection of counsel, such approval not to be unreasonably
withheld. Additionally, the indemnification obligations of these Terms of
Use are intended to comply with applicable laws. To the extent the
indemnification provisions in this Agreement are found to violate any
applicable law, or in the event any applicable law is enacted or amended so as
to cause these provisions to be in violation therewith, these Terms of Use shall
automatically be amended to provide that the indemnification provided hereunder
shall extend only to the maximum extent permitted by the applicable law, but
not so as to exceed the express provisions in these Terms of Use.
14. Miscellaneous
a. Complete Agreement. These Terms of Use, including any
policies, terms, or other agreements referenced herein, which are incorporated
herein by reference, is the complete and exclusive statement of the agreement
of the parties with respect to the subject matter covered by these Terms of Use
and supersedes and merges all prior proposals and agreements, oral or written,
between the parties with respect to the subject matter of these Terms of Use. These
Terms of Use may not be modified except by a written instrument duly executed
by you and Human Mode.
b. Headings and
Subsections. Section headings are provided for convenience of reference
and do not constitute part of these Terms of Use. Any references to a
particular section of these Terms of Use shall be deemed to include reference
to any and all subsections thereof.
c.
Severability; Waiver. If any provision of these Terms of Use is
or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction
such provision shall be deemed amended to conform to the applicable laws of
such jurisdiction so as to be valid and enforceable or, if it cannot be so
amended without materially altering the intention of the parties, it will be
stricken, but the validity, legality and enforceability of such provision shall
not in any way be affected or impaired thereby in any other jurisdiction and
the remainder of these Terms of Use shall remain in full force and
effect. Waiver by either of the parties of any breach of any provision of these
Terms of Use shall not operate or be construed as a waiver of any prior or
subsequent breach of the same or any other provision hereof.
d. Assignment. You may not assign these
Terms of Use or your rights and obligations under these Terms of Use without
the written consent of Human Mode.
e. No Agency Given. Nothing herein
is intended nor shall be deemed to create a joint venture, partnership, or
agency relationship between you and Human Mode, or to impose any liability or
responsibility on Human Mode for the legal or financial obligations incurred by
you during your use of the Massive Loop metaverse. Neither of us shall
have the power to commit the other to any matter or thing whatsoever without
the prior express written consent of the party to be charged.
f.
No Construction against Drafter. If an ambiguity or question
of intent arises with respect to any provision of these Terms of Use, they will
be construed as if drafted jointly by the parties and no presumption or burden
of proof will arise favoring or disfavoring either party by virtue of
authorship of any of the provisions of these Terms of Use.
g. Force Majeure. Except for
your obligation to pay money, neither party shall be deemed to be in breach of these
Terms of Use for any failure or delay in performance caused by reasons beyond
its reasonable control, including pandemics, acts of god,
unavailability of third-party computer systems and networks, communication
network disruptions, war, and outages caused by political unrest.
h. Notices. All notices or
other communications required or permitted hereunder will be sent by Human Mode
to the contact information you provide. You may contact Human Mode at:
Human Mode L.L.C.
3917 NE 104th
Street
Oklahoma City, Oklahoma
73131
United States
i.
Governing Law, Jurisdiction and Venue. This Agreement shall
be governed by and construed under the laws of the State of Oklahoma without
giving effect to its laws or rules relating to conflicts of laws that would
direct the application of the law of another jurisdiction. The parties
hereby irrevocably consent to the jurisdiction of the state and federal courts
located in the Western District of Oklahoma and hereby irrevocably waive any
claim they may have that any proceedings brought in such courts have been
brought in an inconvenient forum.