General Terms and Conditions
This Agreement (as defined below) is
entered into by you, being the Player (as defined below) and COVERGLOBE
SOLUTIONS S.A. (hereinafter “CoverGlobe”), a Swiss joint-stock company, with
its registered office located at Route de Gingins 2, 1275 Chéserex,
Switzerland.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT
YOU HAVE READ AND ACCEPT THE PRESENT GENERAL TERMS AND CONDITIONS
Definitions
In this Agreement:
"Advert" means an advertisement, as
an image provided by an Advertiser to be included in a Puzzuka™ Puzzle, Puzzuka™
is a CoverGlobe’s initiative.
"Advertiser" means anyone, including,
but not limited to, an individual, company or organisation who has purchased one
or several Puzzuka™ Packages. This includes advertising agencies acting on
behalf of a Advertiser, in which case this Agreement transfers to the
Advertiser through the agent;
"Affiliates" means any of CoverGlobe’s
affiliated companies, or any other person or business which has, or in which
CoverGlobe Solutions S.A. has, a direct or indirect interest;
"Agreement" means the General Terms
and Conditions; the relevant Special Terms and Conditions; and such other terms
and conditions as may be notified to you by us from time to time;
"Intellectual Property
Rights"
means all intellectual property rights of any nature whatsoever, whether
registered or unregistered including, without limitation, patents, copyrights,
performer’s rights, recording rights, moral rights, trademarks, designs,
know-how, database, source code and rights in Confidential Information;
"Interaction" refers to the moment
during which a Player plays a Puzzuka™ Puzzle. This entails that the Player
navigates to the website www.puzzuka.com and
interacts with an Advert matched according to the Puzzuka™ Player’s profile.
From an Advertiser’s point of view, an interaction is the delivery of their
Advert to a Puzzuka™ Player that matches the Advertiser’s pre-determined
criterions;
"Personalised Puzzuka™
Puzzle"
refers to a personal and non-commercial picture or image provided by a Player
and uploaded in a Puzzuka™ Puzzle. A Personalised Puzzuka™ Puzzle can be played
a total of 10 times by the Player or by its friends or relatives to who the
Player send the link of its Personalised Puzzuka™ Puzzle.
"Personalised Puzzuka™ Puzzle
Price"
is the price paid by the Player to create its Personalised Puzzuka™ Puzzle.
"Puzzuka™ Puzzle"
refers to a space where the Advertiser uploads its Advert or where the Player
creates its Personalised Puzzuka™ Puzzle.
"Player" means an individual who
plays a Puzzuka™ Puzzle.
"Services" means the services
subscribed to by a Player to be provided by CoverGlobe under this Agreement,
which the Player has selected on CoverGlobe’s Websites. This could be the free
delivery of a Puzzuka™ Puzzle or the delivery of a payable Personalised
Puzzuka™ Puzzle. It could be also additional services that may be offered from
time to time.
"Websites" means the websites run by
CoverGlobe or a parent or subsidiary companies, from time to time, which are
used to offer CoverGlobe’s Services on the Internet (as amended from time to
time and identified on the www.coverglobe.com
website).
This being said, the parties hereby
agree as follows:
I.
OBJECT
This Agreement governs the
relations between CoverGlobe and the Players within the framework of the
Services provided by CoverGlobe to the Player intended to play free Puzzuka™
Puzzle or payable Personalised Puzzuka™ Puzzle.
II.
COVERGLOBE’s
SERVICES
II.1 CoverGlobe provides the
platform to deliver Puzzuka™ Puzzles over the Internet, and the mechanism to
allow Players to play Puzzuka™ Puzzle.
II.2 Puzzuka™ Puzzles shall be
delivered to any Player subscribing to CoverGlobe’s services and fulfilling
this Agreement. No Players shall be given preferred delivery unless they have
paid for it.
II.3 CoverGlobe shall not be
held responsible for peaks in demand or irregularities of any nature that
render its systems incapable of delivering Puzzuka™ Puzzle. The Player understands
that such irregularities are part of the nature of Internet technologies and
that Puzzuka™ Puzzle will continue to be delivered at the next available
opportunity.
II.4 CoverGlobe does not
provide any warranty, condition, guarantee or representation with its services,
except as relates to the delivery of Puzzuka™ Puzzle according to the demand of
Players, and according to the constraints of the Internet.
CoverGlobe selects Puzzuka™
Puzzle to be solved by the Player but does not guarantee the quality of the
Puzzuka™ Puzzles.
II.5 From time to time, CoverGlobe
organizes contests for Personalised Puzzuka™ Puzzle. The details of the
contests are visible on www.puzzuka.com.
III.
FEES
AND PAYMENT
III.1 Player can freely play Puzzuka™
Puzzles integrating an Advert space.
III.2 In consideration of the
Services selected by the Player and provided by CoverGlobe, the Player shall
pay CoverGlobe the Personalised Puzzuka™ Puzzle Price (plus any applicable VAT
or sales tax) by direct debit, PayPal Service or credit card (including
Mastercard, VISA and American Express).
CoverGlobe shall send to
the Player an invoice via email (to the email address supplied by the Player for
such purposes) following the submission of the Order. The amount of the invoice
shall be based on the Personalised Puzzuka™ Puzzle Price. Each Personalised
Puzzuka™ Puzzle Price corresponds to a set number of Puzzuka™ Puzzles.
The Player shall pay the
invoice in full within 10 (ten) days after the receipt of the invoice (the
"Due Date"). In case the invoice is not settled at the Due Date,
CoverGlobe may, at its sole discretion, terminate this Agreement without prior
notice.
No services will be
activated until payment is received in full and until full verification of the Personalised
Puzzuka™ Puzzle’s content.
III.3 Personalised Puzzuka™
Puzzle requires the reservation of Puzzuka™ Puzzle space for use by the Player,
which means that once reserved the Personalised Puzzuka™ Puzzle becomes
unavailable to other potential Players. Therefore, amounts paid by the Player will
not be refunded except in special circumstances to be determined by CoverGlobe,
at its sole discretion.
III. 4 CoverGlobe reserves its
right to change Personalised Puzzuka™ Puzzle Prices which shall be affected by
the changes notified on our Websites.
IV.
PLAYER’S
RIGHTS AND OBLIGATIONS
IV.1 The Player hereby warrants
that it is the owner of all the Intellectual Property Rights in the Personalised
Puzzuka™ Puzzle or that the Player knows that the Personalised Puzzuka™ Puzzle
is in the public domain and that it is therefore entitled to grant CoverGlobe
the licence described below on the Personalised Puzzuka™ Puzzle.
IV.2 In this frame, the Player
hereby grants CoverGlobe an irrevocable non-exclusive worldwide licence to
publish the Personalised Puzzuka™ Puzzle, on the Websites and other materials.
This licence will
perpetuate for the full Term of this Agreement, as determined by XIV and is not
subject to any remuneration by CoverGlobe.
IV.3 The Player shall upload
its Personalised Puzzuka™ Puzzle to a Puzzuka™ Puzzle to which it has
subscribed, which shall include, without limitation, JPG or PNG image files,
full name and contact details (including a valid contact email address), in
accordance with the sign up procedures required by CoverGlobe on its Websites.
IV.4 The Player acknowledges
and agrees not to infringe any Intellectual Property Rights of third parties
within the framework of this Agreement.
IV.5 The Player acknowledges
and agrees that CoverGlobe retains full editorial control over all Puzzuka™
Puzzle on its Websites.
IV.6 The Player shall not say
anything to the other Puzzuka™ Players or any third party to suggest that it is
acting on behalf of CoverGlobe or that CoverGlobe has approved of or endorsed
its goods or services.
V.
COVERGLOBE’S
RIGHTS AND OBLIGATIONS
V.1 The positioning, placement
and appearance of the Puzzuka™ Puzzle on the Websites and other materials is to
be determined by CoverGlobe at its sole discretion.
V.2 CoverGlobe reserves its
right to refuse any application from a Player to subscribe to Personalised Puzzuka™
Puzzle or for its Services.
V.4 CoverGlobe reserves its
right to change the structure and content of its Websites at any time.
V.5 CoverGlobe further
undertakes to deploy all resources necessary to carry out the Services referred
to in this Agreement;
VI.
INTELLECTUAL
PROPERTY RIGHTS
CoverGlobe is the sole and
exclusive owner of all the Intellectual Property Rights relating to Puzzuka™,
Interaction and Services as defined under this Agreement as well as those directly
or indirectly connected with Puzzuka™, an Interaction and the Services provided
by it.
The Player undertakes to
comply with CoverGlobe’s Intellectual Property Rights and to ensure compliance
with them even after the expiry of the contractual relations.
VII.
DATA
PROTECTION
CoverGlobe follows strictly
the provisions for the protection of privacy contained in the Swiss Data
Protection Law.
CoverGlobe warrants that it
will not sell or disclose the Advertiser’s personal data and that it will keep
them confidential, except as stated in COVERGLOBE’S DATA PROTECTION AND PRIVACY
POLICY and in XIV below.
Players agree to be bound
by COVERGLOBE’S DATA PROTECTION AND PRIVACY POLICY (http://www.puzzuka.com/Privacy.aspx).
VIII. CLAIMS
OF COPYRIGHT INFRINGEMENT
If any third-party believes
that its work has been copied in a way that constitutes copyright infringement,
please provide CoverGlobe’s copyright agent the written information specified
below:
·
An
electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright interest;
·
A
description of the copyrighted work that it claims has been infringed upon;
·
A
description of where the material that it claims is infringing is located on
the Website;
·
Its
address, telephone number, and e-mail address;
·
A
statement by it that it has a good-faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law;
·
A
statement by it, made under penalty of perjury, that the above information in
its notice is accurate and that it is the copyright owner or authorized to act
on the copyright owner's behalf.
This information should be
sent to:
Copyright Agent
Coverglobe Solutions
S.A.
Route de Gingins 2
1275 Chéserex, Switzerland
Tel: +4122 369 1812
Fax: +4122 369 1814
Email: admin@coverglobe.com
IX.
PROHIBITED
USES
CoverGlobe services and
Puzzuka™ may be used for lawful purposes only.
Transmission, storage, or
distribution of any information, data, or material in violation of any
applicable law or regulation is prohibited.
This includes, but is not
limited to: copyrighted material; trademarks; trade secrets or other
intellectual property rights used without proper authorization; material that
is obscene, defamatory, constitutes an illegal threat, or violates export
control laws.
Material delivered by the
Advertiser via CoverGlobe’s Websites and onto www.puzzuka.com
must be appropriately and legally viewed and used by all ages.
In this frame, CoverGlobe
does not allow:
·
Any Players
promoting adult products, including but not limited to, the presentation or
display of information or data pertaining to or about tobacco, alcohol or
narcotics;
·
Any
images contain or display weapons and/or any form of violence;
·
The
association of any CoverGlobe’s Services with any adult material of any sort.
This includes, but is not limited to, such things as nudity, any site, page,
image or service requiring any adult verification service, anything that says
you must be 18 or older to view or join or access, and any text, image or
likeness suggesting sexual and/or inappropriate and/or illegal acts of any
sort;
·
Any
Adverts or images to contain or display pornography, adult novelties, adult
toys, XXX material, Gorean, bondage, BDSM, anything illegal, bigotry, racism,
hatred, profanity, mail fraud, pyramid schemes, gambling, or any material which
may be insulting to another person(s) or company, or depicts the exploitation
of minors (children under 18 years of age). No spamming allowed, no harassing,
threatening or illegal activities and
·
Excessive
media files and
·
Violations
of system or network security.
X.
INDEMNIFICATION
The Player shall indemnify
and defend CoverGlobe and Affiliates from and against any claims, losses,
liabilities, expenses, damages and settlement amounts incurred by CoverGlobe
from the breach of this Agreement by the Player.
The Player will also
indemnify and hold CoverGlobe harmless from and against any claims brought by
third parties arising out of the Player use of the CoverGlobe’s Services.
XI.
DISCLAIMER
XI. 1 CoverGlobe does not verify,
endorse or otherwise vouch for the contents of any Advertiser’s website using a
CoverGlobe’s Service. The owners of these sites are responsible for everything
contained on their sites and in their services.
XI.2 CoverGlobe disclaims all
warranties or representations, express or implied, oral or written, including,
without limitation, warranties of merchantability, fitness for a particular
purpose, title or non-infringement.
XI. 3 CoverGlobe does not
warrant that its services are error-free or that they will operate without
interruption nor does CoverGlobe make any warranty with respect to the quality,
reliability, timeliness or security of its services.
XI. 4 CoverGlobe makes no
guarantee as to the availability of Service and is not responsible for any loss
of information resulting from deletion of Services, network or system outages,
file corruption, or any other reasons.
XII.
LIMITATION
OF LIABILITY
CoverGlobe shall not be
liable for any special or consequential damages arising out of any
consequential breach of this Agreement or in furtherance of the provisions or
objectives of this Agreement, regardless of whether such damages are based on
tort, warranty, contract or any other legal theory, even if advised of the
possibility of such damages. Notwithstanding such limitation, nothing in this
Agreement shall exclude or restrict CoverGlobe liability for fraud or
fraudulent misrepresentation resulting from negligence or intentional conduct.
In no event will CoverGlobe
be liable for amounts greater than actually received under this Agreement in
the 6 (six) months preceding the date that any cause of action arises.
XIII. CONFIDENTIALITY
CoverGlobe and the Player
shall not disclose confidential information of the other party to any third
party without prior written consent.
CoverGlobe and the Player
further undertake:
·
not to
disclose to any third party the results obtained within the framework of
performance of this Agreement, or any document be it technical, scientific and
commercial data or other related information;
·
not to
disclose to any third party business secrets, such as, particularly, technical
information, prices, quantities ordered;
·
to
disclose to their employees only such information as is reasonably necessary
for the due performance of this Agreement;
·
to
ensure that their employees and their authorised subcontractors comply with the
confidentiality clauses of this Agreement.
The confidentiality
undertaking does not apply to information or documents CoverGlobe and the
Player can show are already in the public domain or those they were aware of
prior to disclosure by the other party.
The confidentiality
undertaking applies worldwide and for an unlimited duration, such that the
CoverGlobe and the Player will remain subject to it after the end of the
present Agreement.
XIV. ASSIGNMENT
The Player shall be
entitled to assign or transfer its rights and/or obligations under this
Agreement only with CoverGlobe’s prior written consent.
CoverGlobe shall be
entitled to assign or transfer its rights and/or obligations under this Agreement
to a purchaser of all or a substantial part of its assets, without the Player’s
consent.
XV.
DURATION
AND TERMINATION
XV.1 This Agreement will take
effect on the date of subscription by a Player of a CoverGlobe’s Service and
will end at the termination of the subscribed Service.
XV.2 CoverGlobe and The Player
may terminate this Agreement by mutual Agreement in writing at any time.
In such an eventuality,
amounts paid by the Player will not be refunded except in special circumstances
to be determined by CoverGlobe, in its sole discretion.
In the event of termination
by mutual agreement, the parties undertake not to assert any claims against
each other.
XV.3 In case the Player does
not fulfil its obligations under this Agreement, CoverGlobe may terminate this
Agreement unilaterally at any time without prior notice.
In such an eventuality,
amounts paid by the Player will not be refunded except in special circumstances
to be determined by CoverGlobe, in its sole discretion.
The right of CoverGlobe to bring
claims for damages remains reserved.
XV.4 On termination, CoverGlobe
reserves the right to deactivate the Player’s account and delete any records
relating to the account.
XV.5 Any licences implied under
section IV of this Agreement will remain in effect for a period of at least 60
(sixty) days following the termination of this Agreement, this being a
reasonable time for CoverGlobe to remove all references to the Player from the Websites
and other materials.
XVI. FORCE MAJEURE
Neither party shall be deemed
in default or otherwise be liable under this Agreement, except with regards to
payments due herein, due to its inability to perform its obligations hereunder
by reason of any fire, earthquake, flood, substantial snow storm, epidemic,
accident, explosion, casualty, strike, lock-out, labour controversy, riot,
civil disturbance, act of public enemy, embargo, war, act of God or any
municipal, county, state, provincial, territorial or national ordinance or law,
or any executive, administrative or judicial order (which order is not the
result of any act or omission which would constitute a default hereunder) or
any failure or delay of any transportation, power or communication system or
any other similar cause beyond that parties' control.
XVII. SPECIAL TERMS AND
CONDITIONS
Special Terms and
Conditions for the Services supplied by CoverGlobe may apply in conjunction
with this Agreement. They will be subject to an amendment to be negotiated
between CoverGlobe and the Player.
To the extent that the
General Terms and Conditions contain conflicting provisions to the Special
Terms and Conditions, the Special Terms and Conditions shall prevail in
relation to the relevant Service provided.
XVIII. GOVERNING LAW AND JURISDICTIONS
This Agreement shall be
deemed to have been made in Switzerland and shall be governed by Swiss law
only.
Any dispute in relation to
this Agreement shall be settled by the ordinary courts of the Republic and
Canton of Geneva.
The English version of this
Agreement is the only valid version. Translations into other languages are not
legally valid.
If this Policy changes, the
revised policy will be posted on this site. Please check back periodically.
This Policy was last updated on 05 March 2009.
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