Please read all of the terms and conditions of use (“TOU”) for the non-gaming platform portions of the Whale Global website located at www.whaleglobal.com (“Site”) before using the Site and the content, information, text, photographs, video, audio, graphics, functionality, and other services available through this Site (collectively, the “Services”). By continuing to access, link to, or use this Site, you are agreeing to this TOU and entering into a legally binding contract with U.S. Marketing & Advertising Company, R&Co., LLC (“Whale Global”). All users must agree to this TOU in order to use the Site. Do not access or use the Site if you are unwilling or unable to be bound by the TOU.
We may from time to time modify this TOU and will post a copy of the amended TOU on this page. We encourage you to check regularly for such modifications. If you do not agree to, or cannot comply with, the TOU as amended, you must stop using the Services or, if applicable, terminate your Whale Global account. You will be deemed to have accepted the TOU as amended if you continue to use any of the Services after any amendments are posted on the Site.
A. Authority to Use the Services. In order to use the Site and Services, you represent, warrant, and covenant that (i) you have read and understood, and that you agree to be bound by, the TOU; and (ii) you are at least 18 years old or the legal age of majority in your jurisdiction. You further agree that Whale Global is not able to verify the legality of the Services in each jurisdiction and it is your responsibility to ensure your use of the Services is lawful.
B. Registration and Account Confidentiality. If you choose to register, you will be required to provide certain information, including your name, address, email address, date of birth, and a password (your “Account Information”). You agree to provide accurate Account Information and to update your Account Information as necessary to keep it accurate. You agree that you will not allow others to use any aspect of your Account Information. You have the responsibility for maintaining the confidentiality and security of your Account Information and agree to notify us immediately of any unauthorized use of your Account Information by contacting us at email@example.com. Whale Global will not be responsible for any losses arising out of the unauthorized use of your Account Information.
C. Audit and Monitoring. Whale Global reserves the right periodically to audit and monitor (physically or electronically) the use of the Services to ensure compliance with the TOU and to maintain and improve the provision of the Services. Notwithstanding anything to the contrary in this TOU, Whale Global shall have the right to use and disclose information obtained from or input by you as part of any legal process or proceeding or as required by law.
The Services are proprietary and protected by United States copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. The Services are also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Whale Global and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Whale Global and such others. You agree to protect the proprietary rights of Whale Global and all others having rights in the Services during and after the term of this agreement and to comply with all reasonable written requests made by Whale Global or its suppliers and licensors of content or otherwise (“Suppliers”) to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to immediately notify us upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights by [________]. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Services shall, as between you and Whale Global, at all times be and remain the sole and exclusive property of Whale Global.
You may not use any of Whale Global’s trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associate with you or, except as otherwise provided herein, are used with Whale Global’s consent, and you acknowledge that you have no ownership rights in or to any of such items.
Whale Global grants to you a personal, limited, non-exclusive, non-transferable license to access and use the Services only as expressly permitted in the TOU. The Services shall not be used for any illegal purpose or in any manner inconsistent with the provisions of the TOU. You may use data made available through the Services solely for your personal, non-commercial use. Any violation by you of the license provisions contained in this Section 3 may result in the immediate termination of your right to use the Services. Whale Global reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.
You are solely responsible for all content and materials that you post to the Site (“Your Content”), and acknowledge that once published, Your Content cannot always be withdrawn. When using the Services, you shall not submit, upload, post, or otherwise make available any material that (a) is unlawful, harassing, defamatory, libelous, slanderous, offensive, obscene, hateful, pornographic, violent, insulting, threatening, sexually suggestive or explicit, abusive, misleading, deceptive, discriminatory, or racially, ethnically, or otherwise objectionable; (b) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (c) contains any commercial, promotional, or solicitation information; or (d) contains software viruses, worms, or any other harmful, invasive, or corrupted files, including but not limited to, those designed to interrupt, destroy, or limit the functionality of any computer.
You represent and warrant that you own or otherwise control all of the rights to Your Content; that Your Content does not violate the TOU and will not cause injury to any person or entity; and that you will indemnify Whale Global and its affiliates, for all claims resulting from Your Content. You may not imply that the material you submit is in any way sponsored or endorsed by Whale Global. Whale Global takes no responsibility and assumes no liability for any content submitted by you or any third party. Whale Global may, but is not required to, monitor the content on its site using manual review or technical measures to screen, block, filter, edit or remove content. Whale Global may terminate or suspend users’ accounts or delete, edit or remove content that Whale Global, in its sole discretion, deems illegal, offensive, abusive, in violation of the TOU, or otherwise inappropriate or unacceptable. All enforcement determinations are made in Whale Global’s sole discretion, and Whale Global will not incur any liability or responsibility if it chooses to remove or delete any content.
Unless Whale Global indicates otherwise, you grant the Whale Global and its affiliates a nonexclusive, transferrable, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display Your Content throughout the world in any form, media, or technology now known or hereafter developed. To the extent that you permit sharing of Your Content with other users or to the extent that Your Content is publicly available through the Services, you also hereby grant each user of the Site a non-exclusive license to access your content through the Site, and to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display Your Content to the extent permitted through the functionality of the Site and under these TOU.
Except as expressly permitted in this TOU, you shall not:
You shall notify Whale Global immediately upon becoming aware of the commission by any person of any restricted uses of the Services by using the contact information listed below and shall provide Whale Global with reasonable assistance in any investigations it conducts in light of the information you provide in this respect.
YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT ALL INFORMATION CONTAINED IN THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT Whale Global DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Whale Global makes no representations or guarantees that the Services are compatible with your equipment or that the Services, or that any electronic communications sent by Whale Global or its affiliates, are or will be free from loss, destruction, damage, corruption, attack, viruses, worms, or other harmful, invasive, or corrupted files, interference, hacking, or other security intrusion, and Whale Global disclaims any liability relating thereto.
Whale Global makes no guarantees, representations, or warranties that use or results of the use of the Services will be accurate, reliable, current, uninterrupted, or without errors. Some of the content, services, and information available through the Services may include materials that belong to third parties. You acknowledge and agree that Whale Global assumes no responsibility for such content, services, or information. Without prior notice, Whale Global may modify, suspend, or discontinue the Services or your use of the Services. If Whale Global elects to modify, suspend, or discontinue the services, it will not be liable to you or any third party. The content of other websites, services, goods, or advertisements that may be linked to or from the Services is not maintained or controlled by Whale Global. Whale Global is therefore not responsible for the availability, content, or accuracy of other websites, services, or goods that may be linked to or from the Services. Whale Global does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Services; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, or goods, that may be linked to or from the Services; or (c) make any endorsement, express or implied, of any other websites, services, or goods, that may be linked to or from the Services.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL Whale Global AND ITS AFFILIATES AND SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF Whale Global HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Whale Global OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU. NOTHWITHSTANDING ANYTHING TO THE CONTRARY IN THE TOU, TO THE EXTENT PERMITTED BY LAW, THE AGGREGTE LIABILITY OF Whale Global AND ITS AFFILAITES ARISING IN CONNECTION WITH THE TOU AND THE SERVICES FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE APPLICABLE Whale Global SERVICES AT ISSUE.
You agree to indemnify, defend, and hold the Whale Global and its affiliates harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (i) your access to or use of the Site; (ii) your breach of the TOU, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; or (iii) any products or services purchased or obtained by you in connection with the Site. Whale Global reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which Whale Global is named as a defendant and/or for which you have indemnity obligations without the prior written consent of Whale Global. Whale Global will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
A. You may terminate this TOU with or without cause at any time by discontinuing your use of the Site and Services.
B. Whale Global may close your account, suspend your ability to use certain portions of the Site, and/or terminate your access to the Site and Services, in our sole discretion, at any time without notice and effective immediately. Whale Global may also request that you delete, destroy, or cease accessing certain content or information made available through the Services at any time in Whale Global’s sole discretion.
C. In the event of any termination, whether by you or us, Sections 1(B), 1(C), 2-7, 9, and 11-12 shall survive.
A. Arbitration Agreement. You and Whale Global agree that the exclusive means of resolving any dispute, claim, or controversy arising out of or relating to this TOU (including any alleged breach thereof), the Services, or the Site shall be binding arbitration under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) instead of courts of general jurisdiction. The AAA rules and forms are available online at www.adr.org or by calling 1-800-778-7879. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Whale Global in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against Whale Global any class action, class arbitration, or other representative action or proceeding.
B. Notice of Rights. By using the Site or the Services in any manner, you agree to the above arbitration agreement. In doing so, you give up your right to go to court to assert or defend any claims between you and Whale Global (except for matters that may be taken to small-claims court). You also give up your right to participate in a class action or other class proceeding. You also agree that you may not join any arbitration with another. Your rights under this TOU will be determined by a neutral arbitrator, not a judge or a jury. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless you and Whale Global agree otherwise, any arbitration hearings will take place in the county (or parish) or your billing address. If you reside outside the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA rules, including the rules about selection of an arbitrator.
C. Court Proceedings. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Whale Global (except for small-claims court actions) may be commenced only in the federal or state courts located in Irvine, California. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
D. Governing Law. This TOU shall be governed by and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof. The exclusive jurisdiction for any claim, action, or dispute with Whale Global or relating in any way to your use of the Services will be in the Southern District of New York, provided that this Section 9 shall be governed by the Federal Arbitration Act. To the extent that the arbitrator determines that any portion of this Section 9 is unenforceable, the remainder of this Section 9 shall remain binding on both parties.
You may not frame this Site. You may link to this Site, provided that you acknowledge and agree that you will not link this Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in Whale Global’s or any of its affiliate’s discretion, result in termination of your use of and access to this Site effective immediately.
In order to protect the integrity of the Services, Whale Global reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing and using the Site.
A. Force Majeure. No party shall be liable to the other for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party or parties affected.
B. Notices and Electronic Communications. We may provide you with notices, including those regarding changes to the TOU by email, regular mail, or communications though the Site. When you visit the Site and when you communicate with us electronically, you consent to receive communications from us electronically. You agree that all notices, disclosures, and other communications that Whale Global provides to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.
C. Remedies. If you breach or threaten to breach any provision of this TOU, Whale Global shall be entitled to seek injunctive relief to enforce the provisions hereof, but nothing herein shall preclude Whale Global from pursuing any action or other remedy for breach or threatened breach of these TOU, all of which shall be cumulative. If Whale Global prevails in such action, Whale Global shall be entitled to recover from you all reasonable costs, expenses, and attorneys’ fees incurred in connection therewith. Whale Global retains the right temporarily or permanently to block access to the Services if Whale Global, in its sole discretion, believes the Services have been or may be used for an improper purposes or in violation of these TOU.
D. Third Party Links. The Site may include links to third party websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
E. United States Export Control & Foreign Assets Control Regulations. Whale Global does not represent that the materials in the Services are appropriate or available for use in any particular location. Those who choose to access the Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that you are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list.
G. Miscellaneous. You acknowledge that this TOU, the guidelines and policies incorporated herein, either in their entirety or by explicit reference, and any other terms and conditions on this Site, constitute the entire agreement between you and Whale Global and govern your use of the Services. If any provision of the TOU is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible by law, and the other provisions of the TOU will remain in force. Whale Global’s failure to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision unless acknowledged and agreed by Whale Global in writing. The section titles in this TOU are used solely for the convenience of you and Whale Global and have no legal or contractual significance. You agree that Whale Global has the right to change the content or technical specifications of any aspect of the Services at any time in Whale Global’s sole discretion. You further agree that such changes may result in your being unable to access the Services.