Last modified: March 25, 2019
Welcome to Gameflip!
Thanks for using our products and services (“Services”). Please read these Terms of Service ("Agreement" or “Terms”) carefully before using Gameflip Marketplace, Gameflip Studios, Gameflip’s websites, mobile apps, games, products, and any related services (collectively with Gameflip Marketplace and Gameflip Studios, the “Services”) offered by IJJI, INC. (doing business as "Gameflip").
This is a legally binding agreement, and you should read it carefully. By installing, using, or otherwise accessing our Services, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services, including without limitation users who are vendors, customers, merchants, or contributors of content, information and other materials or services.
1. Use of Services
Gameflip Marketplace, or “Marketplace”, acts as a venue to allow users who comply with Gameflip's policies to offer, sell and buy certain goods. Gameflip is not directly involved in the transaction between buyers and sellers. As a result, Gameflip has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Gameflip does not pre-screen users (except for services that require an application) or the content or information provided by users. Gameflip cannot ensure that a buyer or seller will actually complete a transaction.
Consequently, Gameflip does not transfer legal ownership of items from the seller to the buyer. Gameflip cannot guarantee the true identity, age, and nationality of a user. Gameflip encourages you to communicate directly with potential transaction partners through the tools available on the App.
You agree that Gameflip Marketplace is a venue and as such Gameflip is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on Gameflip Marketplace. You use Gameflip Marketplace at your own risk.
Gameflip Studios, or “Studios”, provides access to games, including online games, browser games, mobile games, social media games, and any other digital offers of games or interactive entertainment for any end devices (e.g., PCs, smartphones, tablets, connected devices such as streaming or set-top boxes and smart TVs) and/or online platforms (e.g., social networks), developed and/or published by Gameflip through Gameflip Studios' webpages or services provided by third-parties, such as app stores and social networks for games (the "Games").
Subject to your compliance with these Terms, Gameflip grants you a limited, nonexclusive, non-sublicensable and non-transferable right to use the following: (a) the portions of the Games that are freely accessible, and (b) such other portions of the Games accessible on a “for-payment” basis, provided that you have paid the applicable fees. The license in the preceding sentence is (i) solely for your personal, non-commercial use and (ii) subject to your compliance at all times with these Terms.
You shall not use any part of the Games for any purpose other than as explicitly in these Terms. You shall not use the Games if you have previously been (x) removed from using any part of the Services by Gameflip or (y) banned from playing any of the Games. You shall not, under any circumstances, access or attempt to access the source code of any of the Games.
You understand that, for reasons that include, without limitation, system security and stability, the Games may require automatic updates, pre-loads, creation of new versions or other enhancements and, accordingly, the system requirements to use or access the Games may change over time. These Terms do not entitle you to future updates, new versions or other enhancements, although Gameflip may choose to provide such updates, new versions or other enhancements in its sole discretion.
The Services are intended for, and may only be used by: (a) individuals who are 18 years and older who can form legally binding contracts under applicable law, and (b) individuals who are between the ages of 13 and 18 who use the Services through an account owned by a parent or legal guardian with their appropriate permission and under their direct supervision. In all events and under all circumstances, the Services shall NOT be used by individuals who are under 13 years old.
Further to clause (b) above, if you are the parent or legal guardian, you are responsible for any and all activities conducted on your account. As examples, and without limiting the foregoing sentence, the parent or legal guardian must approve all transactions in connection with the Gameflip Marketplace and Gameflip Studios, and all payment information must belong to the parent or legal guardian responsible for the account.
By using the Services, you represent and warrant that you meet the above criteria, and that all registration information you submit is accurate and truthful. Gameflip may verify the age of the account owner. As a part of the verification process, Gameflip may require the account owner to provide additional identification information, including, without limitation, a copy of a valid driver's license (or other form of government issued identification).
Gameflip may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity, or change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is hereby denied in such jurisdictions.
In addition, some services offered by Gameflip may be subject to additional terms and conditions promulgated by Gameflip from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Keep your login information secure, including username, password, and Two-Factor Recovery codes, if applicable. You are responsible for the confidentiality of your login information and for the security of your computer system or mobile device, and you are fully responsible for all activity, liability, use, fraudulent use, and damage resulting from your failure to maintain login information confidentiality.
You agree to immediately notify Gameflip of any unauthorized use of your Account or any breach of security. You also agree that Gameflip cannot and will not be liable for any loss or damage arising from your failure to keep your login information secure. You agree not to reveal, share or otherwise allow others to use your login information.
You may not transfer or sell your Account to another party. You are responsible for all activity of your account. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service
Gameflip's services are not available to temporarily or indefinitely suspended Gameflip members. Gameflip reserves the right, in Gameflip's sole discretion, to cancel unconfirmed or inactive accounts. Gameflip reserves the right to refuse service to anyone, for any reason, at any time.
Suspension and Termination of Account and Services
Without limiting any other remedies, we may suspend, terminate, delete, limit, or modify Accounts or access to the Services or any portions thereof, hold, delay, or remove hosted content, take legal and technical steps to prevent access to the Services, or take other action consistent with these Terms, with or without notice to you, if we suspect or determine, in our sole discretion, that you have failed to comply with any of these Terms or have otherwise engaged in illegal activity or improper use of our Services. This may result in the loss or termination of your Account, information, persona, rankings, benefits, virtual items, in-game purchases, subscription, or other losses. We are not and will not be held responsible for any such losses, and are under no obligation to compensate you therefor.
We reserve the right to stop offering and/or supporting our Services or any portion thereof, including but not limited to any particular service, product, or game, at any time for any reason. If this does occur, your license to access or use the applicable Services will automatically terminate. We reserve the right to terminate any Account that has been inactive for 180 days or more. We are not required to notify you in advance of any of these actions, or to provide you with any refunds, compensation, or any material or non-material benefit for discontinued or terminated Services, or terminated Accounts, or any losses resulting therefrom.
You may choose to close your Account for any reason and at any time. If you choose to exercise this right, please inform Gameflip that you wish to close your Account by opening a support ticket requesting that your Account be closed. You understand that if you close your Account, you may no longer have access to information previously associated with your Account (including, without limitation, your game progress and any virtual items associated with your Account).
3. Fees and Purchases
Creating an Account is free. Gameflip may charge fees for services or items sold via the Services. You are solely responsible for any additional costs you incur when making purchases or accessing the Services, including but not limited to payment processing, messaging, communication or data usage fees on an Internet provider’s or mobile network.
When you provide payment information to Gameflip or to one of its payment processors, you represent and warrant that you are the authorized user of such information, including, without limitation, the credit card, PIN, key, or associated account, and you authorize Gameflip and the payment processors to charge you for your purchases, subscriptions, or any other fees incurred by you.
Gameflip, in its sole discretion, may inspect and verify (i) details related to the listing sold on Marketplace, (ii) the buyer of the Marketplace listing, and (iii) the seller of the Marketplace listing. As a part of the verification process, Gameflip may require the buyer or seller to provide additional identification information, including, without limitation, a copy of a valid driver's license (or other form of government issued identification) prior to or during the transaction. Users may also be asked to go through additional security procedures and share additional information to confirm their identity. Gameflip reserves the right to reject any item that we believe (in our sole discretion) may: (i) be fraudulent, invalid, inauthentic or stolen, (ii) have come from an unauthorized or illegal source, (iii) be related to any illegal activity or (iv) otherwise pose a financial risk to us or our users.
You agree and acknowledge that payment processing services are provided by third parties (the "Payment Processors"), including but not limited to Skrill USA., and are subject to the respective service agreements (collectively, the "Payment Services Agreement"). By using the Services, you agree to be bound by the terms in this section and the Payment Services Agreement, as the same may be modified by us or by the Payment Processors from time to time. As a condition of selling, you agree to provide Gameflip accurate and complete information about you and your business (if applicable), and you authorize Gameflip to share, in accordance with the Payment Services Agreement, such information and applicable transaction information related to your use of the payment processing services provided by the Payment Processors.
Fees and Billing on Gameflip Markpetlace
When you list an item on Gameflip Marketplace, you have an opportunity to review and accept the fees that you will be charged. You are responsible for paying all fees and applicable taxes associated with using Gameflip.
If Gameflip terminates a listing or your account, if you close your account, or if the payment of your Gameflip fees cannot be completed for any reason, you remain obligated to pay Gameflip for all unpaid fees plus any penalties, if applicable. If the seller's account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel).
Purchases in Connection with Gameflip Studios
Generally, some features of the Games are made available to you for free, and some against the payment of relevant fees.
Any time you purchase Virtual Items (as defined below) through our Services, Gameflip grants you a limited, personal, non-transferable (unless transfers are explicitly allowed for the applicable Virtual Items), non-sublicensable (unless sublicensing is explicitly allowed for the applicable Virtual Items), revocable license to use such Virtual Items solely in connection with the relevant part of the Services. All purchases of Virtual Items are final and non-refundable, unless otherwise determined by us in our sole discretion. Gameflip may manage, regulate, control, modify or eliminate Virtual Items at any time, with or without notice to you. Gameflip will have no liability to you or any third party in the event that Gameflip exercises any such rights.
"Virtual Items" include Virtual Currency and Virtual Goods. "Virtual Currency" includes virtual currency, such as coins, points or similar items that may be earned or obtained through the Services or otherwise purchased by you for legal tender or actual currency, subject to applicable law. "Virtual Goods" include virtual digital items, such as commodities, abilities or other goods that may be earned or obtained through the Services or otherwise purchased by you for legal tender or actual currency, or for Virtual Currency, subject to applicable law.
Virtual Items have no real world value. Other than as expressly authorized in our Services, you may not sell, redeem or otherwise transfer Virtual Items to any person or entity, including but not limited to Gameflip, another user or any third party.
4. Listing, Selling, and Buying on Marketplace
All listings on Gameflip Marketplace must be for sale. By listing an item, you warrant that you and all aspects of the item comply with Gameflip's policies. You also warrant that you have the full rights to sell the item, and that such selling will not violate any legal or contractual obligations to which you may be subject . You must accurately describe your item and all terms of sale in your Marketplace shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing.
Sellers are responsible for accurately listing their items, and buyers are responsible for reading the description of items before making a purchase. All sales are binding. The seller is obligated to ship the order, transfer the item, or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller's listing (such as payment method), or (b) the seller cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.
The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing physical items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding Gameflip transaction fees, misrepresent the item's location, or use another user's account without permission.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to Gameflip and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "User Content" or “Your Content”) that you submit, post, and display on Gameflip.
Your Content and your use of Gameflip shall not:
- Involve the sale of any Prohibited Items
- Be false, inaccurate or misleading
- Be fraudulent or involve the sale of illegal, counterfeit or stolen items
- Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
- Violate this Agreement, any policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
- Violate any legal or contractual obligations to which you may be subject
- Involve any countries, entities, individuals or items prohibited by sanctions, embargoes, regulations or orders administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) or other government agencies
- Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
- Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Gameflip staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
- Interfere with a seller’s business or shop
- Take any action that may undermine online reviews or feedback
- Be obscene or contain child pornography
- Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
- Host images not part of a listing
- Modify, adapt or hack Gameflip or modify another website so as to falsely imply that it is associated with Gameflip
- Appear to create liability for Gameflip or cause Gameflip to lose (in whole or in part) the services of Gameflip's ISPs or other suppliers
- Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement or other policy documents as posted on Gameflip.
As stated above, Your Content and your use of Gameflip shall not infringe upon any third-party's intellectual property rights. Gameflip respects the intellectual property of others and asks that users of our Services do the same. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our Services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The contact information for the Copyright Agent for Gameflip is as follows:
Attn.: DMCA Agent
PO Box 1709
San Jose, CA 95109-1709
By posting Your Content on Gameflip, it is possible for an outside web site or a third party to re-post that Content. You agree to hold Gameflip harmless for any dispute concerning this use. If you choose to display your own Gameflip-hosted image on another web site, the image must provide a link back to its listing page on Gameflip.
Gameflip considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Service, mobile applications, or otherwise (other than the Content and the tangible items sold via the Service by users) (collectively, the "Material") to be non-confidential and non-proprietary, and Gameflip shall not be liable for the disclosure or use of such Material. If, at Gameflip's request, any member sends Material to improve the Service (for example through the Forums or to customer support), Gameflip will also consider that Material to be non-confidential and non-proprietary and Gameflip will not be liable for use or disclosure of the Material. Any communication by you to Gameflip is subject to this Agreement. You hereby grant and agree to grant Gameflip, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
7. Information Control
Gameflip does not control the User Content provided by users that is made available on the Services. You may find some User Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using the Services, you agree to accept such risks and that Gameflip (and Gameflip's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users of the Services. Please use caution, common sense, and practice safe buying and selling when using the Services.
8. Other Resources
Gameflip is not responsible for the availability of outside web sites or resources linked to or referenced on the Service. Gameflip does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Gameflip 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 the use of or reliance on any such content, goods or services available on or through any such websites or resources.
9. Resolution of Disputes and Release
Disputes with Gameflip
In the event a dispute arises between you and Gameflip, please contact Gameflip. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Santa Clara County, California, U.S.A., using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Northern District of California, U.S.A. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Gameflip agree that any cause of action arising out of or related to the Services (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Disputes with Users or Third Parties
In the event a dispute arises between you and another user or a third party, Gameflip encourages you to contact the user or third party to resolve the dispute amicably.
If a buyer and seller on Marketplace are unable to resolve a dispute resulting from a transaction that occurs on Gameflip, please contact Gameflip, and we may provide our dispute resolution process for the benefit of users. Gameflip does so in Gameflip's sole discretion, and Gameflip has no obligation to resolve disputes between users or between users and outside parties. To the extent that Gameflip attempts to resolve a dispute, Gameflip will do so in good faith based solely on Gameflip's policies. Gameflip will not make judgments regarding legal issues or claims.
You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
You release Gameflip (and Gameflip's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or an outside party.
10. Gameflip's Intellectual Property
All rights, title and interest in and to the Services (including the related software and media), the design of the Services and associated content including text, scripts, graphics, interactive features and the like, and the trademarks, service marks and logos contained therein (collectively, “Gameflip Property”) are owned by or licensed to Gameflip, subject to copyright and other intellectual property rights under U.S. and/other countries' laws and international conventions. Except as expressly provided in the Terms, Gameflip does not grant any express or implied rights to use Gameflip Property.
You are hereby granted a limited, nonexclusive, non-sublicensable and non-transferable license to access and use the Gameflip Property only in connection with the usage of the Services in accordance with these Terms. Any use of Gameflip Property other than as specifically authorized in the Terms is prohibited and will terminate the license to use the Services. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Services and you further acknowledge and agree that all rights in and to the Account and any related content (including Virtual Items whether earned or purchased) in the Services are and shall be the property of and owned by Gameflip or its licensors. You agree not to move or amend any proprietary notices or other ownership information from the product, website, app, games or any other part of the Services.
11. Access and Interference
Much of the information on Gameflip is updated on a real-time basis and is proprietary or is licensed to Gameflip by Gameflip's users or third-parties. You agree that you will not:
- Cheat, or utilize any Bots, hacks, or any other unauthorized software or methods that are designed to modify the experience of any Games to the detriment of fair play
- Take any action that imposes, or may impose, in Gameflip's sole discretion, an unreasonable or disproportionately large load on Gameflip's infrastructure
- Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content)
- Distribute viruses or any other technologies that may harm Gameflip or the interests or property of users
- Interfere or attempt to interfere with the proper working of the Services
- Circumvent any technical measures we use to provide the Services
Without limiting any other remedies, Gameflip may, without notice, and without refunding any fees, delay or immediately remove User Content, warn Gameflip's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Services, and take technical and legal steps to keep a user off the Services and refuse to provide services to a user if any of the following apply:
Gameflip suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement or other policy documents and community guidelines incorporated herein; Gameflip is unable to verify or authenticate any of your personal information or User Content; or Gameflip believes that a user is acting inconsistently with the letter or spirit of Gameflip's policies, has engaged in improper or fraudulent activity in connection with Gameflip or the actions may cause legal liability or financial loss to Gameflip's users or to Gameflip.
Gameflip reserves the right to suspend and/or terminate a person's account or any accounts held by that person by virtue of association, including all usernames under which that person operates on Gameflip.
13. No Warranty
GAMEFLIP, GAMEFLIP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND GAMEFLIP'S LICENSORS AND SUPPLIERS PROVIDE THE SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. GAMEFLIP, GAMEFLIP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND GAMEFLIP'S LICENSORS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM GAMEFLIP SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
14. Liability Limit
IN NO EVENT SHALL GAMEFLIP, AND (AS APPLICABLE) GAMEFLIP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR GAMEFLIP'S LICENSORS AND SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
GAMEFLIP'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF GAMEFLIP'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO GAMEFLIP IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD GAMEFLIP AND (AS APPLICABLE) GAMEFLIP'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR RIGHTS OF A THIRD PARTY.
16. No Guarantee
Gameflip does not guarantee continuous, uninterrupted access to the Service, and operation of the Service may be interfered with by numerous factors outside Gameflip's control.
17. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make using the Services (excluding any taxes on Gameflip's net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
19. No Agency
You and Gameflip are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
20. Gameflip Service
21. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California, U.S.A., excluding its conflicts of laws rules.
Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 9 (Resolution of Dispute and Release), 10 (Gameflip's Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 13 (No Warranty), 14 (Liability Limit), 15 (Indemnity), 16 (No Guaranty), 18 (Severability), 19 (No Agency), 21 (Choice of Law) shall survive any termination or expiration of this Agreement.