©2019 Upside

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Terms & Conditions

Terms & Conditions

Last Modified: 10/17/19

 

Upside is a virtual fantasy sports competition and online gaming platform operated by Chainable Corporation (“Chainable” or the “Company”).

 

1. TERMS & CONDITIONS

 

These Terms & Conditions (collectively “Terms”) govern use of the website and any and all applications and content (including all text, images, audio, code and other material they contain or provide) developed by Chainable and use of the platform operated by Chainable. Your access to and use of the website, applications and platform (collectively the “Platform”) is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the website and applications. By using Platform, you accept these Terms and agree to be legally bound by them. If you disagree with any part of the Terms then you may not use the website, applications and platforms.

 

2. ELIGIBILITY TO PLAY

 

2.1 YOU WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND AT LEAST 16 YEARS OF AGE (DEPENDING UPON THE COUNTRY) IF YOU ARE LOCATED IN THE EU. If you do not meet the minimal legal age, please discontinue using the Platform immediately, or if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Platform immediately. By using or attempting to use the Platform, you certify that you are at least the minimum age and meet any other eligibility requirements of the Platform. If you are found to be under the minimum age, your account may be terminated without notice.

 

2.2 In jurisdictions, territories, and locations where the minimum age for permissible use of the Website is greater than eighteen (18) years old, you must meet the age requirement in your local jurisdiction or territory. You must be at least nineteen (19) years of age at time of account creation if you are a legal resident of Alabama or Nebraska or twenty-one (21) years of age if you are a legal resident of Massachusetts. Legal residents physically located in any of the fifty (50) states and Washington, DC, excluding Alabama, Arizona, Hawaii, Idaho, Iowa, Louisiana, Montana, Nevada and Washington (the “Excluded States”) are eligible to open an account and participate in contests offered by the Website. Legal residents of the Excluded States are eligible to open and maintain accounts on the Website for use only in games that do not offer prizes. However, legal residents of Alabama or Idaho who are physically located outside of the Excluded States are eligible to deposit funds, enter contests and earn prizes offered by the Website. From time to time in order to comply with relevant laws in the jurisdictions in which the Platform is available, Chainable may have to restrict access to certain contests. While Chainable will make every effort to comply with geographical restrictions imposed upon it by law, each user certifies that it is eligible to use the Platform in the user’s location. In the event you manipulate or otherwise obsfucate your location in order to participate in a contest on the platform, you will be banned from further use of the Platform for a time period determined in the sole discretion of Chainable and you will also forfeit any winnings earned by you during that time period in which you manipulated or hid your location.

 

2.3 From time to time, Chainable, may conduct promotions through the Platform, including, without limitation, contests and sweepstakes ("Promotions"). Each Promotion may have additional terms and/or rules which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of these Terms & Conditions.

 

2.4 Chainable employees (“Employees”) and Immediate Family Members (an “Immediate Family Member” means any domestic partner and relative of the employee who resident at an employee’s residence, including but not limited to parents, grandparents, in-laws, children, siblings, and spouses) are not permitted to play in any public contests for prizes hosted on the Platform.

 

2.5 You agree to the use of your name and image in any publicity material regarding the Platform, as well as your entry into any game, competition, contest or sweepstakes hosted by Chainable. Any personal data relating to the you or any other users or entrants in any game, competition, contest or sweepstakes will be used solely in accordance with current data protection statutes in all countries in which the Platform and will not be disclosed to a third party without your prior consent.

 

3. TESTING OF PLATFORM

 

3.1 Development of the platform, website and applications has not yet been completed and will require significant capital funding, expertise, time and effort of the management team in order to successfully launch the platform.

 

3.2 Changes may be made to the specifications of the platform, website and/or applications at the discretion of Chainable.

 

3.3 The platform may not be successfully developed, marketed and/or launched. Users may not receive tokens, any product or service. It is possible that the platform may not ever be released and the platform launch may not occur.

 

3.4 It is also still possible that the platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the platform and the value of tokens. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of tokens, or the platform may not be widely adopted and may have limited users, or alternative products may be established that compete with or, are will be more widely used. For residents of the United States: We do not guarantee that the Platform will be available at all times or at any given time and that we will continue to offer access to any games for any particular length of time. We may change and update the Platform without notice to you. You acknowledge that all and all services or games or other content on the Platform may be terminated in whole or in part at our sole discretion without notice to you. You assume any and all risk of loss associated with the termination of our services.  For residents outside the United States: Chainable will provide access to the Platform in accordance with any legally required standards, Chainable does not guarantee that any of our Services will be available or error-free at all times or at any given time. In particular, in relation only to any part of our games which have been paid-for with real money, we warrant that they will substantially comply with the description provided by it at the point of purchase and be of satisfactory quality. We make no warranty or representation regarding the availability of the Services which are provided free of charge and we reserve the right to modify or discontinue them in our sole discretion without notice to you.

 

3.5 Circumstances may occur which results in the developers being unable to operate and the platform, with all of its game assets, may dissolve or cease to exist.

 

 

 

4. RISK

 

 

 

4.1 The platform may be the target of malicious cyberattacks or contain exploitable flaws in its underlying code, which may result in security breaches and the loss or theft of game assets. 

 

4.2 If the platform’s security is compromised, or if the platform is subject to attacks that frustrate our Users’ ability to access the platform, their game assets or the platform product and services, players may cut back or stop using the platform, which could seriously curtail the game.

 

4.3 Chainable will endeavor to ensure that the Platform is accessible for 24 hours a day but will not be liable if‚ for any reason‚ the Platform is unavailable for any time or for any period. Chainable will have the right to suspend access to or withdraw or restrict access to some parts of the Platform temporarily or permanently and without notice. Chainable will not be liable for any loss or damage arising in contract‚ tort or otherwise if the Platform is unavailable or suspended for any reason.

You are responsible for making all arrangements necessary for you to have access to the Site, including having internet or other connectivity.  You are also responsible for ensuring that all persons who access the Site through your internet connection are aware of these terms, and that they comply with them. Chainable is not responsible for any events caused by your loss of connectivity or access or your sharing of your access information with a third party who accessed the Platform through your login information. Nor is Chainable responsible for any losses suffered as a result of an unauthorized person accessing your account and/or using our Platform and we accept no responsibility for any losses or harm resulting therefrom.  Furthermore, any results, scoring, standings or similar activity are based solely upon the information stored in the Platform’s database and you accept that the possibility that information or submissions made by you may not be accepted by the Platform.   You expressly agree that Chainable will not be liable for any loss or damage arising in contract‚ tort or otherwise if your submissions are rejected, not completed or otherwise not accepted by the Platform.

 

 

 

 

5. INTELLECTUAL PROPERTY

 

5.1 The content on the website, applications and platform, including without limitation, original content, features and functionality, the text, software, scripts, graphics, button icons, images, audio and video clips, interactive features and the like and the trademarks, service marks and logos contained therein (the “Intellectual Property”), are owned by Chainable and are subject to copyright and other intellectual property rights under United States, foreign laws and international conventions.

 

5.2 Content on the website, applications and platform is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Chainable reserves all rights not expressly granted in and to the website, applications and platforms and the Intellectual Property. If you download or print a copy of the Intellectual Property for personal use, you must retain all copyright and other proprietary notices contained therein.

 

5.3 You agree not to circumvent, disable or otherwise interfere with security related features of the website, applications or platform or features that prevent or restrict use or copying of any Intellectual Property or enforce limitations on use of the website, applications or platform or the Intellectual Property therein. Nothing in these Terms constitutes a transfer of any Intellectual Property rights from us to you.

 

5.4 Chainable hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license to access our Platform and to download and install applications for this purpose, for your non-commercial entertainment use only, provided that you are in compliance with these Terms. Your license confers no title or ownership in the Platform and nothing is being sold to you.  Chainable retains all right, title and interest in all of Platform’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.

 

6. NO RIGHTS

 

Participation in any Chainable game does not provide you with rights of any form with respect to the competition or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.

 

 

 

7. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

 

7.1 The information presented on or through our website, applications or platforms is made available solely for general information purposes. Your use of the website, applications or platforms is at your sole risk. The website, applications or platforms are provided on an “AS IS” and “AS AVAILABLE” basis. The website, applications or platforms are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

 

7.2 Chainable, its subsidiaries, affiliates, and its licensors do not warrant that: the website, applications or platforms will function uninterrupted, secure or available at any particular time or location; any errors or defects will be corrected; the website, applications or platforms are free of viruses or other harmful components; or, the results of using the website, applications or platforms will meet your requirements.

 

7.3 This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction or unauthorized access or, alteration of or use of record in connection with the use or operation of the website, applications or platforms, whether for breach of contract, tortious behavior, negligence or any other cause of action.

 

7.4 We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the content contained on the website, applications or platforms for any purpose. Any reliance you place on such information is therefore strictly at your own risk. We disclaim any express or implied warranty representation or guarantee as to the effectiveness or profitability of the website, applications or platforms or that the operation of our website, applications or platforms will be uninterrupted or error-free. We are not liable for the consequences of any interruptions or error in the website, applications or platforms. From time to time, we may restrict access to some parts of our website, applications or platforms, or the entire website, application and platform.

 

7.5 For residents outside the United States: Notwithstanding section 7.1 – 7.4 above, we accept liability for death or personal injury resulting from our negligence or that of our employees or agents, and for losses or harm caused by fraud by us or our agents or any other liability which may not by law be excluded. We are not responsible for: losses or harm not caused by our breach of these terms or negligence; losses or harms which are not reasonably foreseeable by you and use at the time of you agreeing to these terms and conditions including those losses which happen as a side effect of foreseeable losses. While any additional rights you may have as a consumer remain unaffected by these terms, you acknowledge that your only right with respect to any problems or dissatisfaction with any of our services is to discontinue your use of the Platform.

 

8. PROHIBITED USES

 

8.1 You may use our website, applications or platforms only for lawful purposes and in accordance with these Terms. The following uses and actions are expressly prohibited: employ manual or automatic processes to monitor or copy any material on the website, applications or platforms for unauthorized purposes, without our prior written consent; use of any device, software, or routine that interferes with the proper working of our website, applications or platforms; introduction of any viruses, Trojan horses, worms, logic bombs, or future hacking technology yet to be named by industry slang, tech vernacular, or other technology that is malicious or harmful; create any User account by automated means or false pretenses, create more than one account per device, or use any other User account(s) for any purpose, including to circumvent a suspension or ban; attempts to gain unauthorized access to, interfere with, damage, or disrupt any part of our website, applications or platforms, the server on which our website, applications or platforms are stored, or any server, computer, or database connected to our website, applications or platforms; any attempt of a denial-of-service attack or any attempt to interfere with our website, applications or platform’s operation; or any other activity which would interfere with the operation of the Platform in any way. Chainable reserves the right to disable or suspend any user accounts and nullify game play or submissions of any user who has engaged in any activity which Chainable in its sole discretion determines violates it prohibited use policy.

 

8.2 Additionally, you are expressly prohibited from uploading, posting, transmitting or otherwise making available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.

 

9. SANCTIONED COUNTRIES; SPECIALLY DESIGNATED NATIONALS LIST

 

9.1 You represent and warrant that: you are not, nor are you acting on behalf of anyone, located in a country or region that is subject to U.S. government sanctions, or that has been designated by the U.S. government as a “terrorist supporting” country (a “Sanctioned Country”); you are not a member of, nor are you acting on behalf of the government of any Sanctioned Country; and, you are not, nor are you acting on behalf of anyone listed on the U.S. Government’s Specially Designated Nationals list.

 

10. LINKS TO OTHER WEB SITES

 

10.1 Our website, applications or platforms may contain links to third-party web sites or services that are owned or controlled by third parties which are provided for your convenience only. These include but are not limited to links to third party sub-processors and vendors that support our website, applications or platforms. Chainable has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Chainable shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

 

10.2 We only provide links to external websites or services as a convenience, and the inclusion of such a link to external websites or services does not imply our endorsement of those websites or services. You acknowledge and agree that when you access other websites on the Internet, you do so at your own risk. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

 

 

11. COOKIES AND USER DATA

 

Cookies are files with a small amount of data that are commonly used as an anonymous unique identifier. These are sent to your browser from the website that you visit and are stored on your computer’s hard drive. You are free to delete these cookies from within your web browser. Our website does not currently utilize cookies.

 

12. INDEMNIFICATION

 

You agree to defend, indemnify, and hold harmless Chainable, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of our website, applications or platforms.

 

13. GOVERNING LAW AND JURISDICTION

 

All matters relating to our website, applications or platforms and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

 

Any legal suit, action, or proceeding arising out of, or related to, these Terms or our website, applications or platforms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

14. LIMITATION AND TIME FOR FILING

 

To the fullest extent permitted by applicable law, you agree that any claim against the Chainable must be commenced by filing an action within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.

 

15. WAIVER AND SEVERABILITY

 

No waiver by the Chainable of any term or condition in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

 

16. ENTIRE AGREEMENT

 

These Terms, and the Company’s Privacy Policy, constitute the sole and entire agreement between the Company and you regarding our website, applications or platforms. They supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

 

We reserve the right to modify or replace these Terms at any time. In such an event, we will notify you by reasonable means, including posting the revised Terms on the website, applications or platforms. Chainable may issue additional terms, rules and conditions of participation in particular contests. For example, Chainable may issue conditions as required by various state rules and regulations, which may impact your experience or participation on the Service. You agree to be subject to those additional rules if you participate in such contests. It is your sole responsibility to periodically check these Terms for any changes. If you do not agree with any of the changes to these Terms, it is your sole responsibility to stop using the website, applications or platforms. Your continued use of the website, applications or platforms after the effective date of any such changes is deemed your acceptance of the Terms.

Privacy Policy

This privacy policy sets out how Chainable Corp. uses and protects any information that you give Chainable Corp. when you use this website.

 

Chainable Corp. is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement.

 

Chainable Corp. may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from May 25, 2018. These changes will reflect the increased transparency requirements of the EU General Data Protection Regulation (known as the ‘GDPR’). 

 

From time to time, we may develop new or offer additional services. If the introduction of these new or additional services results in any change to the way we collect or process your personal data we will provide you with more information and additional terms or policies. Unless stated otherwise when we introduce these new or additional services, they will be subject to this Policy.

 

What we collect

We may collect the following information:

  • name 

  • contact information including email address

  • payment information

  • demographic information such as postcode/zipcode, preferences and interests

  • other information relevant to customer surveys and/or offers

  • comments or other information submitted to the platform

 

What we do with the information we gather

We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:

  • Internal record keeping.

  • We may use the information to improve our products and services.

  • We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided.

  • From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customize the website according to your interests.

Security

We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online. In the unlikely event of a breach of our security we will inform the relevant regulatory body within 72 hours and, if your personal data was involved in the breach, we shall also inform you.
 

 

How we use cookies

A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.

 

We use traffic log cookies to identify which pages are being used. This helps us analyse data about webpage traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system. Overall, cookies help us provide you with a better website by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.

 

Links to other websites

Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.

 

Controlling your personal information

You may choose to restrict the collection or use of your personal information in the following ways:

  • whenever you are asked to fill in a form on the website, look for the box that you can click to indicate that you do not want the information to be used by anybody for direct marketing purposes

  • if you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by writing to or emailing us at [email address]

 

We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information about third parties which we think you may find interesting if you tell us that you wish this to happen.

 

Your personal data is yours and you have rights over it, including but not limited to:

• the right to be informed about the collection and use of your personal data

• the right of access to your personal data and any supplementary information

• the right to have any errors in your personal data rectified

• the right to have your personal data erased

• the right to block or suppressing the processing of your personal data

• the right to move, copy or transfer your personal data from one IT environment to another

• the right to object to processing of your personal data in certain circumstances, and

• rights related to automated decision-making (i.e. where no humans are involved) and profiling (i.e. where certain personal data is processed to evaluate an individual).

 

To manage your data, you can contact us via e-mail with any requests that you may have.

While we do not hold personal data any longer than we need to, the duration will depend on your relationship with us.

 

You may request details of personal information which we hold about you under the Data Protection Act 1998. If you would like a copy of the information held on you please write to [address].

 

If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible at the above address. We will promptly correct any information found to be incorrect.