ATAMA LIMITED

TERMS AND CONDITIONS OF SUPPLY / USE

Acceptance of Terms

These Conditions (together with the documents referred to on it) tells you the terms and conditions on which we (1) supply any of the Products available from the Site to you and/or (2) make available any of the Services on the Site to you.  Please read these terms and conditions carefully before ordering any Products from our Site or using any of the Services.  Part A of these Conditions applies to everyone that orders Products and/or uses the Services.  Other parts of the Conditions will also apply depending on which of the Products are acquired or Services are used.  You should understand that by ordering any of our Products and/or using any of the Services you agree to be bound by the relevant sections of these Conditions.

If you are acquiring Products and/or using the Services on behalf of a company or other form of commercial entity then by accepting the Conditions you are agreeing to bind the commercial entity to them and you warrant that you have the necessary capacity, authority and permission to bind the commercial entity to these legally enforceable Conditions.

You should print a copy of these terms and conditions for future reference.

Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them.  Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from the Site or use any of the Services.

1.

 

1.1

In these Conditions:

'Acceptance'

means the procedure by which the submitted Contribution is approved and accepted by the Company detailed at Clause 44.2;

'Company'

means ATAMIA Limited (registered number [452614]) of Suite 321, The Capel Building, St. Mary's Abbey, Dublin 7;

'Commercial Contributor Agreement'

means an agreement to be entered into between the User and the Company in respect of any Content supplied as part of the Posting Service;

'Conditions'

means these standard Conditions of Supply / Use and includes any Special Conditions annexed hereto;

'Content'

means all material submitted by a User from time to time including but not limited to documents, emails, articles, blogs, attachments, images, graphics, recordings, illustrations, data, text, sound, music, videos, graphics, messages, software or photographs or other work and all Intellectual Property Rights attaching to same;

'Contract'

means the contract for the sale and purchase of the Products and the supply of Services;

'Contributor'

means a User of the Contributor Service who submits Content to the Company;

'Contribution'

means all material submitted by you to the Company in respect of the Contribution Service in accordance with Section F from time to time through our online content submission module including but not limited to documents, emails, articles, blogs, attachments, images, graphics, recordings, illustrations, or other work and all Intellectual Property Rights attaching to same;

'Contributor Service'

means the service that enables Users to submit commercial material to the Company as detailed in Section F;

'Close Relative'

means spouse, partner, fiancé(e), parent, parent-in-law, siblings, children, or any other person permanently residing in the same household with such employee, officer, or director;

'Date of Acquisition'

means the date of acceptance of the Contribution per clause 44.2.5 (or 44.2.6 if applicable).

'Dispatch Confirmation'

means a confirmation in Writing by the Company's authorised representative that such an order placed by the User has been dispatched;

'Dormant Account'

means a User Account that is inactive for a period of at least twelve months;

'Game Credits'

means all credit accumulated in a User Account;

'Intellectual Property Rights'

means copyright, trade marks, service marks, patents, database rights, moral rights, performers rights, design rights (whether registered or not), all rights associated with Multimedia works (as defined below), applications for the foregoing, know how, trade or business names, goodwill associated with the foregoing, and other similar rights or obligations, whether registrable or not in any country including but not limited to the Republic of Ireland.

'Kill Fee'

means 25% of the agreed fee detailed at Clause 45.

'Multimedia'

means combinations of media in both interactive and non-interactive forms including but not limited to audio, still images, animation, video (and all other media forms or media combinations whether online or otherwise)

'Privacy Policy'

means the Privacy Policy of the Company at Appendix B;

'Products'

means all or any Products (including any instalment of the Products or any part of them) which the Company is to supply in accordance with these Conditions;

'Prohibited Jurisdiction'

means Arizona, Arkansas, Connecticut, Delaware, Florida, Illinois, Iowa, Louisiana, Maryland, Montana, South Carolina, South Dakota, Tennessee and Vermont;

'Posting Service'

means the service that enables users to post and upload content to a designated section of the Site as detailed at Section D;

'Premium Service'

means Services advertised on the Site from time to time and marked as Premium Service;

'Premium Service Run Date'

means the date on which the Posting Service material is purchased as part of a Premium Service;

'Run Date'

means the date on which the Contribution is published to the Website;

'Terms of Use'

means the terms of use of the Site set out at Appendix A;

'Territory'

means worldwide;

'Writing'

includes facsimile transmission; e-mail, and other comparable means of communication;

'Web Site' or 'Site'

means www.faceoffgames.com

'Service(s)'

means the Sound Recording, Gaming Service, Posting Service, Tournament Gaming Service, and / or the Contributor Service;

'Sound Recording & Gaming Service'

means the downloading service detailed at Section C;

'Tournament Services'

means the tournament gaming service detailed at Section E;

'Usage Rules'

means the terms and conditions of use of each of the Services as provided for individually in each of the sections of the Conditions;

'User'

means you the user (including if appropriate, a corporate entity) of the Site and possible user of the Services and / or purchaser of Products;

'User Account'

means an account set by an individual in order to become a registered user of the Site.

SECTION A - GENERAL CONDITIONS

2.

Background

2.1

The Site is operated by the Company.

2.2

These Conditions govern your access to and use of this Site and the supply of Products and or Services by the Company to you.  Any use by you of the Site, or any Products and Services are on the basis that you have read, understood and agreed with these Conditions. These Conditions shall be the sole terms and conditions governing any supply of Products and/or Services by the Company to you.

2.3

The following services are available from the Site:

2.3.1

User may purchase Products; and/or

2.3.2

Users may use the Sound Recording and Gaming Service; and/or

2.3.3

Users may use the Posting Service; and/or

2.3.4

Users may use the Tournament Service; and/or

2.3.5

Users may use the Contributor Service.

2.4

Section A of these conditions applies to all and any use of the Site, purchase of Products or use of the Services. In addition, in circumstances where:

2.4.1

A User purchases Products Section B will further apply to the User.

2.4.2

A User avails of the Sound Recording and Gaming Services Section C will further apply to the User.

2.4.3

A User avails of the Posting Service Section D will further apply to the User.

2.4.4

A User avails of the Tournament services Section E will further apply to the User.

2.4.5

A User avails of the Contributor Service Section F will further apply to the User.

2.5

No variation to these Conditions shall be binding unless agreed in Writing between you and a Director of the Company.

2.6

The use of this Site is restricted to individuals who are eighteen years and upwards.  Any individual under the age of eighteen may only use this site with and under the supervision of a parent or guardian except for the Tournament Services which may only be used by Users aged 18 years and upwards.

2.7

The Company reserves the right to amend these Conditions from time to time.  The latest version will be marked with an effective date and such Conditions will appear on the Site. You will be subject to the Conditions in force at the time that you use any of the Services or create a User Account. You will also be subject to the Conditions in force at the time that you order any Products from us, unless we notify you of any changes to the Conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the Conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).

2.8

The Company's employees or agents are not authorised to make any representations concerning the Products or the Services unless confirmed by the Company in Writing. In accepting these Conditions you acknowledge that you have not relied on and waive any claim for breach of, any such representations which are not so confirmed.

2.9

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, or other document or information issued by the Company shall be subject to   correction without any liability on the part of the Company.

2.10

All Contracts for the sale of Products and the supply of Services over the internet shall incorporate the Company's Web Site Terms of Use (Appendix A) and Privacy Policy (Appendix B), which are detailed on the home page of the Site.

2.11

You agree that the Services, including the services of our third-party service providers, are provided "AS IS" and "AS AVAILABLE". Neither the Company nor our third-party service providers assume responsibility for the timeliness, deletion, mis-delivery or failure to store any data, communications or personalization settings.

2.12

You agree not engage in any of the following: (i) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, data scrape, copy or transfer any part of the Services or the User Data or other data of any User (whether individually or in the aggregate); (ii) probe, scan or test the vulnerability of the Services, or breach the security or authentication measures on the Services; (iii) reverse look-up, trace or seek to trace any information on any other User of the Services, including any User Account not owned by you, to its source, or exploit the Services in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information as provided for by the Services; (iv) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services; (v) use any device, software or routine to interfere or attempt to interfere with the proper working or authorized uses of the Services or with any other person's use of the Services; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any message transmittal you send on or through the Services; and (vii) impersonate any other individual or entity or misrepresent your identity or your affiliation with another individual or entity.

3

Registration

3.1

To use some of the Services you may be requested to create a User Account.  To complete registration of a User Account you will be required to supply the certain personal information ("User Data"). It is the responsibility of the User to make sure that the information is accurate and complete and is updated when necessary. If the Company has reasonable grounds to suspect that any information is untrue or incomplete then it may suspend the relevant User Account and prohibit all current and future use of the Site by that User.

3.2

In order to create a User Account, you are required to submit a username and password.  These details may be required upon subsequent entry to the Site. Each User is responsible for ensuring the confidentiality of its User name and password and these must not be disclosed, assigned or sold to any third party.  The Company hereby waives any and all liability in relation to any unauthorised use of any Users username and / or password.

3.3

The User must notify the Company of any changes in the details supplied at registration or of any unauthorised use of a username or password. 

3.4

All User Data is processed in accordance with the Company's Privacy Policy as set out in Appendix B of these Conditions.

4

Payment

4.1

Subject to any special terms agreed in Writing between the User and the Company, the User shall pay for the Products and Services by credit, laser card or debit card only.

4.2

To make any payment by credit/debit/laser card, the User must provide the cardholder's name address and email address, the card number, the card security code, the card expiry date and (where applicable) the card start date and/or issue number.

4.3

Orders cannot be processed due to an error and/or omission in information you have provided, which may include, but are not limited to:

4.3.1

Incorrect card number, expiration date or card security value.

4.3.2

Incorrect Billing information (billing information you provide is different from information your financial institution has on record). 

4.3.3

Insufficient/Incorrect shipping addresses (street address, city, state or county, zip or postal code, country).

4.3.4

Fraudulent information.

4.3.5

The omission of any of any other information required for payment processing.

4.4

The Company reserves the right to request additional evidence or proof of billing information.

4.5

The charge for your order will appear on your credit card statement as www.faceoffgames.com If you contest the validity or amount of a charge related to an order with the Company, please email our Customer Service Department at customerservice@faceoffgames.com.

4.6

All costs and expenses reasonably incurred by the Company in recovering monies due to it will be charged to and be payable by you.

4.7

You shall not be entitled to and shall not purport to set off, withhold or deduct any payments claimed or due to you under this Contract or any other contract between you and the Company.

5

Intellectual Property

5.1

All technical data, drawings, reports, documents and information whatsoever which the Company submits to you in connection with the Contract (including the copyright, design right or intellectual property therein) shall remain the Company's property and must not be copied or shown to any third party without the Company's express consent in Writing being obtained in advance and in any event upon the condition of a similar condition being imposed upon any third party.

5.2

While the Company is not aware, that any of the Products sold under these Conditions and/or the use thereof for their normal purpose do not infringe any existing patent or designs or any other industrial or intellectual property rights in Ireland, the United Kingdom or elsewhere (in the world), no warranty express or implied is given in respect of such infringement or any loss, damage or expense thereto.

5.3

In the event of any claim being made or action brought against you in respect of any infringement of patents or designs or other industrial or intellectual property rights by the use or sale of the Products you shall notify the Company immediately and the Company may at his own expense conduct through its own lawyers and experts all negotiations in settlement of the same of any litigation that may arise therefrom.

6

Termination

6.1

The Company shall, without prejudice to any other right or remedy available to the Company, and by giving notice in Writing to you, be entitled to suspend or cancel any uncompleted part of the Contract or stop any Products in transit or require any payment in advance or satisfactory security for further deliveries under the Contract or cease any of the Services in the event that:

6.1.1.

You commit any breach of any of the Conditions (including without limitation Conditions as to the time for payment of the purchase price) or of any other contract with the Company (save where the breach is capable of remedy and you have remedied the same within 7 days of receiving notice in Writing from the Company requiring the same to be remedied); or

6.1.2.

You make a voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or (being a company) becomes subject to an administration order goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

6.1.3.

An encumbrancer takes possession or a receiver is appointed of any of your property or assets; or

6.1.4.

You cease, or threaten to cease, to carry on business; or

6.1.5.

The Company has reasonable cause to believe that any of these events mentioned above is likely to occur in relation to you and notifies you accordingly.

7

Objectionable Content.

The Company hereby acknowledges that by using the Services, you may encounter content that may be deemed offensive, indecent or objectionable ("Objectionable Material"). The Company accepts no liability for this Objectionable Material. 

8

System Specification.

You acknowledge that certain software and equipment may be required to access the Services and such specifications are your sole responsibility.  The Company accepts no liability whatsoever relating to issues arising from such specifications.

9

Third-Party Materials or Web site content.

The Company acknowledges that Products, Services or content via this Site may include materials from third parties (hereinafter referred to "Third Party Content"). Links to third party sites may further be available on this Site.  The Company accepts no responsibility whatsoever for such Third Party Content or links and provides no warranty as to the accuracy of such Third Party Content.

10

Assignment.

You shall not assign or transfer or purport to transfer the Contract or the benefit of it to any other person without prior consent of the Company in Writing.

11

Performance

The Company shall be entitled to arrange for its obligations under these Conditions to be performed by a representative.

12

Advertisements / Links

Users are prohibited from including any form of advertisements or hyperlink texts on any part of the Site without the expressed consent in Writing of the Company.

13

Waiver

The failure of the Company to insist upon strict performance of any of the terms and Conditions of the Contract shall not be construed as a waiver of any such terms and Conditions and shall in no way affect the Company's right to enforce such provision later.

14

Severability

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions shall not be affected thereby.

15

Notices

You hereby agree that any notices that the Company may be required to provide to a User will be effective once notified in Writing using the User Data supplied by the User.

16

Disclaimer of Warranties

THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DIRECT OR INDIRECT PROFITS, ECONOMIC LOSS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) OR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL LOSSES HOWSOEVER CAUSED INCLUDING BUT NOT LIMITED TO ANY LOSS OF CONTRACTS, LOSS OF GOODWILL AND LOSS OF REPUTATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE COMPANIES PRODUCTS OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  SUBJECT AS OTHERWISE PROVIDED IN THESE CONDITIONS, ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

17

Governing Law

The construction, validity and performance of the Contract shall be governed by Irish law and you agree to submit to the exclusive jurisdiction of the Irish courts.

Section B - Sale of Products

18

Basis for Sale

18.1

All Products sold by the Company are sold subject to these Conditions and these Conditions shall be the sole terms and Conditions of any sale by the Company to you of the Products. The terms and conditions on your order form (if applicable) or other documents or otherwise shall not be binding on the Company.

18.2

These Conditions shall apply to any quotation or order relating to the design, manufacture and/or supply of any Products by the Company and to any Contract arising therefrom.

18.3

All orders are subject to acceptance by the Company and the Company will confirm such acceptance by sending a Dispatch Confirmation via email upon the processing of your order. The Contract between the Company and you will be formed when we send you the Dispatch Confirmation.

18.4

You shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted by you, and for giving the Company any necessary information relating to you and/or the Products within a sufficient time to enable the Company to perform the Contract in accordance with its obligations.

18.5

The quantity and description of the Products to be supplied shall be those set out in the Dispatch Confirmation sent pursuant to clause 18.3 hereof. The Company will not be obliged to supply any other products that may have been part of your order until the dispatch of such Products has been confirmed by a separate Dispatch Confirmation. This allows for multiple dispatches if we part fulfil an order in order to ensure you receive your goods in a timely manner.

18.6

The Company reserves the right (but not so as to be obliged to do so) to make any changes in the quality or specification of the Products which are required to conform with any applicable Irish or EC statutory or other jurisdiction requirement or which do not materially impair the quality or performance of the Products.

19

Orders and Specifications

19.1

Orders are accepted by the Company subject to availability of Products for delivery.

19.2

The Company acknowledges that in certain circumstances the Company accepts orders as agents on behalf of third parties. The resulting legal contract is between you and that third party, and is subject to the terms and conditions of that third party seller, which they will advise you of directly. You should carefully review their terms and conditions applying to the transaction.

19.3

The Company may also provide links on the Site to the website of other companies, whether affiliated with us or not. We cannot give any undertaking, that the products you purchase from any third party sellers throughout the Site, or from companies to whose website we have provided a link on our site, be of satisfactory quality, and any such warranties are DISCLAIMED by the Company absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.  We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.

19.4

All drawings, photographs, illustrations, performance data, dimensions, weights and other technical information and particulars of the Products are given by the Company in the belief that they are as accurate as reasonably possible but are not to be treated as binding or forming part of the Contract. The Company reserves the right to alter the design and specifications of the Products at any time without notice.

20

Price

20.1

The price of the Products shall be the live price displayed on the Website at the time of acceptance of the Users order. This is the only price that applies to the Products unless a different price has been agreed in Writing with the User.  All prices will be confirmed in a Dispatch Confirmation.

20.2

The Company accepts no liability for any errors or omission (except as set out at Clause 20.3) and reserves the right to change price.  The Company will endeavour to correct errors and omissions as quickly as practicable after notification of such errors.

20.3

In the event an error in pricing occurs as set out at Clause 20.2, the Company will notify you as soon as is reasonably possible and shall be under no obligation to fulfil an order for such Products.  If such Products have been charged but not dispatched, the order will be cancelled and your account will be credited.

20.4

All prices contained in quotations, acknowledgements of orders or elsewhere are subject to revision.

20.5

Charges for shipping are paid by you and you are free to choose whatever shipping method offered.

20.6

All prices quoted unless otherwise provided are valid at the time of viewing on the website and the live price offered is subject to your acceptance.  The Company reserves the right, by giving notice to you at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Company which is due to:

20.6.1

any change in delivery dates, quantities or specifications for the Products which is requested by the Purchaser, or any delay caused by any of your instructions or failure by you to give the Company adequate information or instructions.

20.6.2

any factor beyond the control of the Company (including but without limitation any foreign exchange fluctuations, currency regulations, alteration of duties, significant increase in the cost of labour and materials or other costs of manufacture).

20.7

Initially prices are displayed exclusive of any applicable value added tax or other relevant tax, duties and expenses in respect of the Products, which you shall be additionally liable to pay to the Company unless otherwise stipulated in Writing by the Company. The Dispatch Confirmation will display the fully inclusive price of the Products.

20.8

Where carriage, insurance, storage or other charges are incurred by the Company (including any charges levied by the Company for (inspection certificates), storage at the Company's own premises and/or handling charges in consequence of any act or omission by you, your servants or agents or as a result of any special requirements or stipulations by you not otherwise provided for in the Contract) are charged separately from the price, they shall be payable by you as if they form part of the price.

21

Delivery

21.1

Delivery of the Products shall be on an ex works basis and shall be made by the Company dispatching the Products for delivery to you at the delivery address notified to the Company at the time the order is placed.

21.2

The Company endeavours to arrange shipment of any Products held in stock at the time the order is placed within a twenty four (24) hour period.

21.3

Any dates quoted for dispatch or delivery of the Products is approximate only and the Company shall not be liable for any delay in delivering the Products, however caused.  This shall not give rise to a right by you to treat the Contract as repudiated or to reject the Products.

21.4

The Company reserves the right to deliver by instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.

21.5

If the Company fails to deliver the Products (or any instalment) for any reason other than any cause beyond the Company's reasonable control or your fault, the Company is accordingly liable to you and the Company's liability for any loss, damage or expense incurred or suffered by you shall be limited to the price of the Products not delivered.

21.6

If you fail to take delivery of the Products or fail to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of the Company's fault) then, without prejudice to any other right or remedy available to the Company, the Company may:

21.6.1

store the Products until actual delivery and charge you for the reasonable costs (including insurance) of storage; or

21.6.2

sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.

21.7

Where the Company arranges carriage and/or insurance of the Products for transit to you the Company shall be deemed to be acting solely as agent for you; and where the Products are exported you shall be responsible for complying with any legislation or regulations governing the importation of Products into the country of destination and for the payment of any duties.

21.8

Any claim by you in respect of any alleged short delivery or discrepancy in delivery must be notified to the Company by a notice in Writing to our customer care department at customercare@faceoffgames.com. You are to do this within 7 days of the receipt of the Products. The Company will not accept any claim in respect of any alleged discrepancy notified after this time.

21.9

Where the Company agrees to deliver the Products at a place other than the Company's premises:

21.9.1

You shall inspect the Products on delivery and shall notify the Company immediately in writing via email of any shortages or any damage in transit. The Company will not accept any claim in respect of any alleged discrepancy or transit damage notified 7 days after the acceptance of your delivery.

21.9.2

You shall also on delivery mark on the Carrier's note the details of any visible damage in transit.

21.9.3

The Company will not consider any claims made by you in respect of shortages or damages in transit unless these Conditions are observed.

21.10

The status of any order may be tracked on the Site by means of the User Account page depending on   whether such a tracking function is provided by the third party distribution company.

22

Damaged Products

22.1

If the Company is satisfied that any damages to the Products occurred prior to delivery, the Company shall at its discretion:

22.1.1.

Repair or replace any Products or part of the Products so damaged; or

22.1.2

Credit your account in respect thereof in such amount as may be agreed with you or in default affixed by the Company at its discretion.

22.2

The Company's liability shall be limited to repairing, replacing or allowing credits as in clause 22.1.1 and Clause 22.1.2 above.

23

Risk and Title

23.1

The risk of damage to or loss of the Products shall pass to you at the time of dispatch from the Company's premises or the premises of the Products manufacturer and/or distributor as applicable.

23.2

Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Conditions, the property in the Products shall not pass to you until the Company has received in cash or cleared funds, payment in full of the price of the Products and all other Products agreed to be sold by the Company to you for which payment is then due.

23.3

Until such time as the property in the Products passes to you, you shall hold the Products as the Company's fiduciary agent and bailee and shall keep the Products separate from your individual property and third parties and store the property, protected and insured as the Company's property.

23.4

Notwithstanding that the Products remain the property of the Company you may use the Products in the ordinary course of your business/life. Until the property in the Products passes from the Company the entire proceeds of sale or any insurance proceeds payable in respect of the Products shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money. 

23.5

Your right to use the Products shall automatically cease if a receiver or examiner is appointed over your assets, undertaking or property or if a winding up, examination order or any other analogous procedure is made or petitioned against you.

23.6

The Company shall be entitled to recover the price (plus valued added tax and/or other applied taxes, charges or levies) notwithstanding that property in any of the Products has not passed from the Company.

23.7

Until such time as the property in the Products passes to you and provided the Products are still in existence and have not been resold, the Company may at any time require you to deliver up the Products to the Company and if you fail to do so forthwith, the Company shall be entitled upon reasonable notice to enter upon any of your premises where the Products are stored and repossess the Products. In the event that the Products are in the possession of a third party, you shall use your best endeavours to procure the consent and co-operation of such third party to facilitate re-possession of the Products by the Company.

23.8

You shall not be entitled to pledge or in any way charge by way of security for any indebtedness, any of the Products which remain the property of the Company, but if you do so, all monies owing by you to the Seller shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

24

Returns

24.1

All Purchases are non-exchangeable, non-refundable and non-transferable

24.2

You may cancel an order at any time prior to your order being processed by clicking on the `cancel` link next to the Products ordered on your User Account page on the website. We do not accept cancellations by telephone.  If you have any queries as to our returns procedure and need assistance, please call our helpline on +353 1 5065607 between the business hours of 10am and 4pm.  You may also withdraw from the contract at any time after the Product has been dispatched and you have received our email confirming your order but no later than 7 working days after the day after you receive the product by:

24.2.1

sending the notice of cancellation by email to customercare@faceoffgames.com ensuring that you quote your name, address and order reference number;

24.2.2

where you have already received the Products, returning the Products to the Company unopened together with the original invoice. The Company will refund you the purchase price of the Products, less any shipping costs relating to the return of the Products. Where appropriate the Company shall refund any additional customs duties borne by you on receipt of the relevant customs receipt.

24.3

Upon receipt by the Company of such notification from you in Clause 24.2 that you wish to withdraw from the Contract (in accordance with these Conditions), any amount debited to the Company from your credit card in relation to your order will be re-credited to that credit card account as soon as possible and in any event within 30 days of your order provided that the Products you wish to return are received by the Company in the condition that they were in when delivered to you. You will be liable for any charges incurred in returning the Products to the Company.

24.4

Any credits will be subject to a 15% handling and re-stocking charges, unless otherwise agreed by the Company. The Company reserves the right to refuse any Products which are not returned in the condition that they were supplied to you, at its sole discretion.

25

Catalogue Descriptions

Whilst the Company takes every precaution in the preparation of its catalogues, technical circulars, price lists and its other literature, these documents are for your general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company shall not be bound thereby.

26

Warranties and Liability

26.1

Subject as otherwise stated herein, the Company warrants that insofar as they have been manufactured by the Company, the Products will correspond with their specification at the time of delivery and will be free   from significant defect in materials or workmanship for a period of twelve (12) months from the date of delivery of the Products.

26.2

The Company's warranty shall be limited as follows:

The Company shall at its own discretion, refund you the price of or repair or replace free of charge all or part of the Products which it confirms as defective after examination provided and conditional upon the following:

26.2.1

The defect was notified to the Company within 7 days in Writing from the date of delivery, or (where the defect or failure was not apparent on reasonable inspection) within a reasonable period after discovery of the defect or failure, and in any event within twelve months of date of delivery; and

26.2.2

The defects are not caused by fair wear and tear, wilful damage, negligence, failure by you (or your customer) to follow the Company's instructions (whether written or verbal), misuse (including use of the Products for purposes inconsistent with the specifications, (express or implied), alteration, repair or incorporation of the Products into another Good without the Company's prior approval in Writing; and

26.2.3

You have used the Products strictly in accordance with any instructions or recommendations of the Company or any tolerances, capacity limits or other specifications of the Products laid down by the Company whether orally or in Writing. (We should allow for compliance with manufacturers warranties as we are selling third party products)

26.2.4

You have allowed the Company a reasonable opportunity to arrange an inspection of the Products and such inspection confirms the Products are defective.

26.2.5

The Company shall have no liability if the total price payable for the Products has not been paid by you by the due date.

26.2.6

Where the defect is discovered at a later date, the Products in question (a) must have been properly stored and/or operated by you prior to the defect occurring, (b) must not have been subjected to abnormal use or any modification prior to the defect occurring, and (c) you must return the Products in question (at your own expense) for inspection by the Company should the Company so request.

26.3

The warranty at 26.2.6 will be void and the Company will not have any liability to you where you have not complied in full with the provisions of clause 26.2.

26.4

The Products are sold on the basis that you do not deal as a consumer (within the meaning of the Section 3 of the Sale of Products and Supply of Services Act 1980 and that you have satisfied yourself as to the suitability of the Products for use or resale by you in accordance with your specialised knowledge and skill. 

26.5

In no circumstances shall the Company's liability to you for any breach of this clause exceed the price paid for the Products with respect to which the claim is made.

26.6

Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to you by reason of any misrepresentation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any direct, indirect, special, or consequential loss or damage (whether for loss of profit or otherwise, expenses caused in the ordinary course of business or otherwise), costs, expenses or other claims for compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products or their use or resale by you, except as otherwise expressly provided in these Conditions.

26.7

The Company shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Company's obligations in relation to the Products, if the delay or failure was due to any cause beyond the Company's reasonable control.

26.8

Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye‑laws, prohibitions or measures of any kind on the part of any governmental or local authority; import or export regulations or embargoes; strikes, lock‑outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or power failure or breakdown in machinery.

26.9

In circumstances such as those in clause 26.8, delivery shall be suspended. The Company shall be entitled to cancel or rescind the Contract and shall not be liable for any loss or damage as a result of such cancellation or rescission. If the Products cannot be delivered or collected within three months from the original delivery date, you may, at your option, cancel the Contract for the Products (without liability to the Company), save that where the Products have been specially obtained for you and in the Company's reasonable opinion there is no readily available market for them, you may not cancel the order and shall remain liable to pay the Company the full purchase price for the Products.

SECTION C

27

General Terms of Use relating to this Sound Recording and Gaming Service

27.1

This Section C applies to all Users of the Sound Recording and Gaming Service.

27.2

The Company reserves the right to amend any part of the sound Recording and/or Gaming Service at any time.  You agree that the Company will not be liable to you or any third party for any revision or termination of any part of the Sound Recording and/or Gaming Service.

27.3

The Sound Recording and Gaming Service is restricted solely to use by Users and is available via downloading only.  CDroms are not provided by the Company as an alternative to downloading.

27.4

You agree to conform to the Usage Rules detailed at Clause 28.

27.5

Any material or third party software downloaded through or for the use of the Sound Recording and Gaming Service is done at your own discretion and risk, and the Company will not be responsible in any way for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from the Services or our third party service providers will create any warranty not expressly stated.

28

Usage Rules - Sound Recording & Gaming Service

28.1

As a User of this Sound Recording and Gaming Service you must adhere to the Usage Rules set out in this Clause 28.1 and in the End User Licence Agreement:

28.1.1

You will not infringe any elements whatsoever of the Usage Rules either personally or in conjunction with another person.

28.1.2

The Company reserves the right to amend the Usage Rules.

28.1.3

The Sound Recording and Gaming Service is solely controlled and monitored by the Company.

28.1.4

The Company may be required to adapt the Usage Rules and as such the Sound Recording and Gaming Service may be adapted and the Company accepts no liability for any restrictions relating to the Sound Recording or Gaming Service.

28.1.5

The range of games available via the Gaming Service may be modified by the Company from time to time and without notice to the User.

28.1.6

You agree not to use the Sound Recording and/or Gaming Service for any purpose which may be deemed illegal.  In the circumstances that you are in breach of this Clause 28.1.6 you agree to fully protect and compensate the Company from any third party claims, liabilities, damages or expenses.

29

Price

29.1

The price of the Sound Recording and Gaming Service shall be the price in effect at the date of downloading.

29.2

The Company accepts no liability for any errors or omission and reserves the right to change prices.  Any such changes in price will be posted on the Site and will be effective immediately.

29.3

The Company will endeavour to correct errors and omissions as quickly as practicable after notification of such errors.

29.4

Prices are exclusive of any applicable value added tax or other relevant tax calculated at the date of downloading, duties and expenses in respect of the Sound Recording and Gaming Service, which the User shall be additionally liable to pay to the Company.

30

Subscription payment for Premium Services

30.1

You may be required to set up a User Account in accordance with Clause 3 to avail of the Premium Services available on the Sound Recording and Gaming Service part of the Site.

30.2

You agree by subscribing to the Premium Service the Company is permitted to deduct the initial subscription fee and any subsequent renewal fee payable that becomes due and payable on your User Account.

30.3

The subscription fee is payable on registration and the renewal fee is due and payable on a monthly basis thereafter.

30.4

The User Account set up in accordance with Clause 30.1 may be upgraded to gain access to more games and is based on a grading system of gold, silver and bronze (each a "Grade").  Details of a Grade are available on the Sound Recording and Gaming Service part of the Site.

30.5

All fees payable in respect of the Premium Services are final and non-refundable.

31

Cancellation of Premium Service

31.1

You agree that the Company may deduct the renewal fee unless you provide notice to the Company at least 14 days prior to the date on which your renewal fee is due. This notice must be given via the cancellation of account form provided for on the Website.

31.2

In the circumstances that you require your subscription to the Premium Service to be cancelled, you may do so by providing notification in Writing to the Company.  This notice must be given via the cancellation of account form provided for on the Website.

31.3

You agree that such notification will not automatically terminate your subscription to the Premium Service and your subscription will only end on the date of expiry of your paid Premium Service for that period.

31.4

In such circumstances that you cancel your subscription prior to the end of your paid subscription period, you further agree that you are not entitled to a refund on any portion of your subscription fee paid.

32

Gaming Refund Policy

The Company will accept refunds only in the event that any one the following conditions apply:

32.1

A request for a refund/credit is received by the Company using the email customercare@faceoffgames.com Site within 48 hours from time of purchase and the game has not been activated.

32.2

The User has not received notification by email from the Site of the game activation key.

32.3

The Company considers it reasonable to refund the User.

32.4

Refunds will not be granted on the occurrence of any of the following:

32.4.1

The technical failure of a game resulting from the User not satisfying the System Requirements;

32.4.2

The User acknowledging that the game does not meet his expectations ; and/or

32.4.3

A decrease in the price of the game or in the event of a special offer price is subsequently offered on the Site.

32.5

A refund request should be submitted by email to the Company at customercare@faceoffgames.com

33

Sound Recording Refund Policy

The Company will accept refunds only in the event that any one the following conditions apply:

33.1

A request for a refund/credit is received by the Company using the email customercare@faceoffgames.com within 48 hours from time of purchase and the Sound Recording has not been activated.

33.2

The User has not received notification by email from the Site of the sound recording activation key.

33.3

The Company considers it reasonable to refund the User.

33.4

Refunds will not be granted on the occurrence of any of the following:

33.4.1

The technical failure of a recording resulting from the User not satisfying the System Requirements;

33.4.2

The User acknowledging that the Sound Recording does not meet his expectations; or

33.4.3

A decrease in the price of the Sound Recording or in the event of a special offer price being subsequently offered on the Site.

33.5

A refund request should be submitted by email to the Company at customercare@faceoffgames.com.

SECTION D

34

General Terms of Use relating to this Posting Service

34.1

This Section D applies to all Users of the Posting Service.

34.2

The Posting Service enables Users to provide and have access to, information relating to news, tools, products and services and educational content primarily relating to the field of technology and entertainment ("Purpose").

34.3

The Company reserves the right to amend any part of the Posting Service at any time. You agree that the Company will not be liable to you or any third party for any revision or termination of any part of the Sound Posting Service.

34.4

PLEASE NOTE THE POSTING SERVICE RELATES TO THE PROVISION BY USERS WHO PROVIDE COMMERICAL AND NON COMMERCIAL MATERIAL. NON COMMERICAL USERS WILL NOT RECEIVE ANY FORM OF REMUNERATION FOR CONTENT THAT IS POSTED.

34.5

Each User agrees to adhere to the Usage Rules detailed at Clause 35 and you further agree if you are in breach of any of the Usage Rules, your permission to use the Posting Service automatically terminates.

35

Usage Rules - Posting Service

35.1

The User may be required to register for the Posting Service in accordance with the registration process at Clause 3 of these Conditions.

35.2

In availing of the Posting Service you may post Content on the Site. You agree that such Content posted is your sole responsibility and the Company accepts no liability whatsoever for any of the Content uploaded.

35.3

The Company reserves the right to refuse or delete any Content of which it becomes aware and in its reasonable opinion it deems contrary to the Purpose.  You agree not to infringe any elements whatsoever of the Usage Rules either personally or acting as an agent for a commercial company or in conjunction with another person.

35.4

The Company reserves the right to amend the Usage Rules.

35.5

The Usage Rules are solely controlled and monitored by the Company.

35.6

The Company may be required to adapt the Usage Rules and as such the Posting Service and Purpose may be adapted and the Company accepts no liability for any restrictions relating to the Posting Service.

35.7

You agree not to use the Posting Service for any purpose which may be deemed illegal.  In the circumstances that you are in breach of this Clause 35.7 you agree to fully protect and compensate the Company from any third party claims, liabilities, damages or expenses.

35.8

The Company does not control the Content posted to the site by general users and as such provides no guarantee as to the accuracy or standard of the Content.

36

Content

36.1

You agree that the use, reproduction, modification, and other intellectual property rights to data stored on the Site will be subject to appropriate licensing arrangements that may be approved by the Company to such Content.

36.2.

You agree that any reports generated by the Company relating to the Content are owned by the Company.  In relation to any Content you submit to the Site, you agree to grant to the Company a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable license.

36.3

Any Content posted on restricted areas of the Site is subject to the User granting the Company such rights and licenses as the Company deems appropriate.

36.4

Any provider of Content may be required to enter into a Commercial Contributor Agreement with the Company.

36.5

The Company will use reasonable efforts to back up all Content and make such Content available in the event of loss or deletion.  The Company accepts no liability whatsoever for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Site.

36.6

The Company reserves the right to change the status of an active account to inactive where that accounts has been inactive for a reasonable period of time.

37

Price and fees

37.1

remuneration will be paid to any non commercial User who avails of the Posting Service and who posts Content and no fee will be charged for posting such Content.

37.2

The Company reserves the right to charge a fee to any Commercial Users who post downloadable games as part of posted Content.

37.3

The Company agrees to pay commercial Users a rate to be agreed between the commercial User and the Company for any Content submitted to the Posting Service subject to these Conditions.

37.4

The payment at Clause 37.3 only becomes payable by the Company to the commercial User when a Posting service is purchased as part of a Premium Service.

37.6

All sums payable under Clause 37.1 by the Company are expressed inclusive of value added tax or any other transaction tax that may arise and shall, save where expressly provided to the contrary, be payable 30 days after the Premium Services Run Date.

SECTION E

38

General Terms of Use relating to the Tournament Services

38.1

This Section E applies to all Users of the Tournament Services.

38.2

The Company reserves the right to amend any part of the Tournament Services at any time.  You agree that the Company will not be liable to you or any third party for any revision or termination of any part of the Tournament Gaming Service.

38.3

You agree to conform to the Usage Rules detailed at Clause 39 and you further agree if you are in breach of any of the Usage Rules, your permission to use the Tournament Service automatically terminates.

39

Usage Rules

39.1

Registration and participation eligibility

39.1.1

The Tournament Services comprises of cash games and free games.  To use the Tournament Services you are required to create a User Account in accordance with Clause 3.

39.1.2

You agree that in order to register for the Tournament Services you are resident in a jurisdiction that does not prohibit the use of services such as the Tournament Services.

39.1.3

If you are resident in the United States of America, it is your responsibility alone to ensure that you are not located in a Prohibited Jurisdiction. In the event that you create a User Account and/or participate in the Tournament Services while located in a Prohibited Jurisdiction, you will be in breach of the laws of such jurisdiction and these Conditions.  This may result in your account being suspended or terminated and winnings (if any) may be voided at the sole discretion of the Company.

39.1.4

All employees, officers, and directors (including each of their Close Relatives) of the Company, its parent companies, subsidiaries and affiliates and any other person with access to confidential information regarding the operation of any tournament offered on the Site are ineligible to participate in the Tournament Services on a commercial basis.

39.1.5

You are subject to all laws of the state, province and/or country in which you reside and from which you access the Website and are solely responsible for obeying such laws. The Company makes no representations or warranties, implicit or explicit, as to your legal right to participate in the Tournament Services provided by the Company nor shall any person affiliated, or claiming affiliation, with the Website have authority to make any such representations or warranties. You agree that the Company cannot be held liable if laws applicable to you restrict or prohibit your participation in the Tournament Services.

39.1.5.1

If you are resident in the United States of America, the following additional requirements apply to your registration for the Tournament Services.

39.1.5.2

Upon registration each User is required to provide the Company with details of full name, permanent residential address, contact number and details of one of the preferred payment methods set out at Clause 4.1.

39.1.5.3

Each User is further required to credit its accounts with a minimum balance of €10 prior to availing of the Tournament Services.

39.1.5.4

If you opt for credit card as the preferred payment option, an authorization request in the amount of at least €12 will be applied to your credit limit, even if the actual amount charged may be lower.

39.1.5.5

In the event that your total annual winnings on the Website amount to $600, upon request by the Company you are required to submit details of you social security number.  The Company will subsequently provide you with an IRS Form 1099 (or other appropriate form) required to comply with the Internal Revenue Service Regulations.

39.1.5.6

If you do not submit you social security number in accordance with Clause 39.1.5.5 the Company is prevented from crediting your account with any winnings exceeding $600.

39.1.5.7

You must confirm details to the Company of the location from which you are playing to participate in a cash competition.

39.1.5.8

The Company reserves the right to monitor the location from which you access the Website and to block access from any Restricted Jurisdiction.  The Company may require any participant receiving any prize to provide written confirmation to the Company acknowledging that a User is eligible in accordance with this Clause 39.1.5.8.

40.

Payments and withdrawal of funds

40.1

You will be required to pay an entry fee of €5 to €50,000 in order to participate in some of the Tournament Services.

40.1.1

The entry fee is exclusive of any applicable value added tax or other relevant tax in force on the date of use of the Tournament Service and any other duties and expenses payable in respect of the Tournament Service which the User shall be additionally liable to pay to the Company.

40.1.2

To participate in a cash game, you will be required to have cleared funds deposited into a designated account detailed on the Site by any of the methods permitted at Clause 4.1.  Any payments due to the User will be made into the User's Account supplied at registration.  The Company will not be liable to pay any interest on funds accumulated in User Accounts.

40.1.3

The entry fee for a cash game varies and is automatically deducted from a User's Account balance once the User activates the cash game. The User agrees that such funds deducted by the Company are due to the Company for its provision of the Tournament Service.

40.1.4

The prize fund available for each cash game is displayed on the "page of the specific tournament " area of the Website.

40.1.5

All transactions (including purchases, entry fees, deposits and withdrawals) will be denominated in Euros unless otherwise expressly stated.

40.2

The Company reserves the right to impose monetary limitations on a User Accounts participation in the Tournament Services and also on the loss of any User Account.  In the event a User Account reaches the imposed limit, the Company will suspend activity on the User Account until the first day of the next calendar month.

40.3

The Company reserves the right to close a Dormant Account and all Game Credits will automatically expire.

40.4

You may request a withdrawal of cleared funds only from your User Account at any time by providing notice in Writing to the Company.  The Company reserves the right to withhold such a request if fraud is suspected and may request verification of identity of the User Account holder to determine the validity of such a request.

40.5

The minimum withdrawal is €10 or the player's entire balance (if less than €10). A withdrawal fee of [€2] applies to U.S. residents, and €2 applies to all residents outside the U.S. The withdrawal fee is waived in the event of a User Accounts balance being less than €10.

40.6

The method of returning withdrawal request will reflect the method of payment into the User Account by the User and the Company will endeavour to complete a withdrawal request within 10 working days from receipt of the request.

41

Game Participation and Challenging

41.1

You agree that you will only use this Website under your own personal User Account details and that you will not gain unauthorized access (or permit use of your User Account by a unregistered user) that may impact on your online game play on your platform or skill level.  Any beach of this Clause 41.1 will result in the Company terminating your User Account.

41.2

Each person is authorised to set up one User Account only.  The Company reserves the right to review User Account applications and in the event a User has created multiple accounts the Company is permitted to terminate the additional accounts without notice.  Continued breach of this Clause 41.2 will result in the Company terminating your User Account without notice and any winning declared void.

41.3

A User who deposits funds into their User Account may participate in free games or cash games.  A User Account with a nil balance may only partake in free games.

41.4

As part of the Tournament Services facility, the Company provides a forum where a User Account holder may challenge another User Account holder of the Website to compete in one of the games.

41.5

In order to register a challenge, you must comply with these Conditions and provide the Company with details of any proposed challenge and such a challenge may be accepted by a User Account holder only.

41.6

The Company makes no inquiries into any proposed challenge and you accept full liability for the accurateness and reasonableness of the challenge.

41.7

You agree the Company is appointed as your sole agent in respect of a challenge and the Company will notify you in Writing of acceptance by another User of the challenge submitted.

41.8

You agree that in accepting a challenge you will participate fully in this game and you may only cancel such a challenge by notice in Writing one hour prior to the agreed match time.

41.9

If you fail to provide the required cancellation notice in accordance with Clause 41.8 or do not compete in the game, you accept that you will be considered the loser of the game and agree to pay the entry fee to the Company.

41.10

The rules for each of the Tournament Services can be found by clicking on the tournaments page and by registering and/or participating in the Tournament Services provided by the Company, you agree to be bound by these rules.

41.11

The results and winners of the Tournament Services will be solely determined by the Company, and such determinations are final. By registering and/or participating in the Tournament Services provided by the Company, you agree to be bound by these determinations.

42.

Termination

You may terminate your User Account at any time by providing notice in Writing. This notice must be given by completing the cancellation of account form provided on the Website.  We do not accept cancellation by telephone. The Company will respond to your cancellation request within a reasonable time and you must continue to assume responsibility for all activity on your User Account until such closure has been authorised in Writing by the Company.

SECTION F

43

General Terms of Use relating to the Contributor Services

43.1

This Section F applies to all Users of the Contributor Services.

43.2

The Contributor Service enables Users to submit Contribution to the Company and the Company in its sole discretion may accept such Contribution. The Company will agree a fee with the Contributor in accordance with Clause 45.

43.2

The Company reserves the right to amend any part of the Contributor Services at any time. You agree that the Company will not be liable to you or any third party for any revision or termination of any part of the Contributor Service.

43.3

You agree to conform to the Usage Rules detailed at Clause 44 which will govern the submission, payment and transfer of ownership of accepted Contribution.

44

Usage Rules

44.1

Registration and Participation eligibility

44.1.1

To use the Contributor Service you are required to register as a Faceoffgames Journalist("Journalist"). In order to register as a Journalist, you should refer to the document on the Site entitled How to become a Faceoffgames Journalist.

44.1.2

You agree to submit original Contribution only to the Company.  Original Contribution excludes Contribution offered for sale, previously published, sold or otherwise transferred or exhibited (whether for commercial gain or otherwise) and will not be accepted by the Company.

44.1.3.

You agree that the Company fully disclaims all liability towards you for any works submitted in breach of clause 44.1.1. In addition, you may be liable for any damages or loss caused to us arising out of a breach of clause 44.1.1. 

44.2

Acceptance Procedure

44.2.1

You agree to submit Contribution via our online content submission module. We may contact you via email or our website messaging system in respect of such Contribution.

44.2.2

You warrant that the Contribution has not been circulated or forwarded to any other publisher.

44.2.3

As of the date of submission of the Contribution, you hereby grant us a sole and exclusive first option to acquire the Contribution in accordance with these Conditions. This option expires the day after your Contribution has been declined in accordance with Clauses 44.2.6 and 44.2.7.

44.2.4

You will be notified by email or via our website messaging system within 14 days of receipt of the Contribution (or in accordance with the timeframe outlined in the `request for contribution` on our website, whichever is the longer) if a Contribution is accepted.

44.2.5

The date of our email or website message of acceptance will be the Date of Acquisition for the purposes of this Agreement.

44.2.6

We may issue a provisional Acceptance subject to further alterations, modifications or other editorial changes being made and re-submitted within a further 14 days. The email or website message will detail any changes required. Acceptance is conditional on such changes being made to our satisfaction but we reserve full discretion not to accept the re-submission. Where a Contribution is not resubmitted within 14 days of the provisional Acceptance then the Contribution will be deemed to be declined. Where the revised Contribution is re-submitted and accepted, we will send you an email or website message of confirmation within 14 days of the re-submission. If you have not received an email response within 14 days of the resubmitted Contribution, the Contribution will be deemed to be declined.

44.2.7.

Notwithstanding the above, we reserve the right to withdraw from the Acceptance procedure at any time prior to Acceptance. This may be for any reason, as determined by us, in our sole discretion. In such circumstances, you will retain the full unencumbered copyright and where appropriate we may elect to pay you a Kill Fee.

44.2.8

Subject to clause 44.2.7, where you have not received email confirmation of Acceptance within 14 days of submission (or edited re-submission as the case may be), your Contribution will be deemed to be declined and you will be free to re-submit these to other publishers.

44.2.9

An accepted Contribution (and for the avoidance of doubt, this includes all drafts and re-worked drafts) are subject to the ownership provisions in Clause 46.

44.2.10

Acceptance of a Contribution is strictly subject to the terms and conditions of this agreement including but not limited to your warranties provided in Clause 47.

45.

Fee

45.1

We agree to pay you the agreed rate in accordance with the rate you tendered subject to these Conditions.

45.2

Our email or website message will confirm Acceptance and will confirm the applicable agreed rate as set out in Clause 45.1.

45.3

When a purchase order is issued to you your website account will be automatically updated and an invoice will be generated by our system for you to submit for our convenience.  It will be necessary for you to fill in your invoice number. You will also be requested to upload a copy of your "own invoice". Our account system will produce a CSV file which can be imported into most account packages.

45.4

All sums payable under these Conditions by the Company are expressed inclusive of value added tax or any other transaction tax that may arise and shall, save where expressly provided to the contrary, be payable 30 days after the Run Date.

46.

Intellectual Property, Ownership and Rights

46.1

As of the Date of Acquisition, the Contributor hereby assigns to the Company the entire copyright (whether vested, contingent or future) in the Contribution and all Intellectual Property Rights, rights of action and all other rights of whatever nature in the Contribution whether now known or in the future created to which the Contributor is now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force in any part of the world TO HOLD the same to the Company its successors assignees and licensees absolutely for the whole period of such rights for the time being capable of being assigned by the Contributor together with any and all renewals revivals reversions and extensions throughout the world.

46.2

For the purposes of these Conditions the word 'copyright' means the entire copyright. This includes all rights in all media, in all languages throughout the world in perpetuity. For the avoidance of doubt, this includes but is not limited to rental and lending right database right and design right subsisting under the laws of the Republic of Ireland and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world.

46.3

Contributor acknowledges that the Intellectual Property Rights of the accepted Contribution is vested exclusively in us. Contributor shall not use any Accepted Contribution or part of any accepted Contribution for any purpose except with our prior written consent.

46.4

Nothing in these Conditions shall in any way derogate from our rights under any legislation relating to patents, copyrights, or design rights.

47.

Contributor's Warranties

47.1

You represent, warrant, undertake and agree with us as follows:

47.1.1

You are the sole author of the Contribution and the sole unencumbered absolute legal and beneficial owner of all rights of copyright and all other rights whatever in the Contribution throughout the world;

47.1.2

The Contribution is an original work developed for us. It is not owned by any third party and has not been commissioned, sold assigned or otherwise transferred;

47.1.3

You have not assigned or encumbered or licensed or transferred or otherwise disposed of any rights of copyright or any other rights in or to the Contribution except pursuant to these Conditions and have not entered into any agreement or arrangement which might conflict with our rights under these Conditions or might interfere with the performance by you of your obligations under these Conditions;

47.1.4

The Contribution is original to you and does not and shall not infringe any right of copyright moral right or right of privacy or right of publicity or personality or any other right whatever of any person;

47.1.5

The Contribution is not under the laws of any jurisdiction obscene or blasphemous or offensive to religion or defamatory of any person and does not contain any material which has been obtained in violation of any law or analogous foreign legislation and nothing contained in the Contribution would if published constitute a contempt of court;

47.1.6

All statements purporting to be facts in the Contribution are true and correct and no advice recipe formula or instruction in the Contribution will if followed or implemented by any person cause loss damage or injury to them or any other person;

47.1.7

You undertake to indemnify us and keep us at all times fully indemnified from and against all actions proceedings claims demands costs (including without prejudice to the generality of this provision our legal costs on a solicitor and own client basis) awards damages however arising directly or indirectly as a result of any breach or non-performance by you of any of your undertakings warranties or obligations in these Conditions.

47.1.8

Where it is absolutely necessary to use third party material in your Contribution (i.e. screen shots etc), you warrant that such material will be properly attributed and has been lawfully made available to you for your use. You hereby fully indemnify us against all claims by third parties for unlawful use of any such proprietary content included in your Contribution.

48.

Legal Compliance

48.1

You are responsible for ensuring compliance with all applicable law in the production and delivery of the Contribution.  You are also responsible for ensuring that the provisions of the Data Protection Act 1988 and any future amendments thereto shall be complied with (Data Protection Website Link).

48.2

You hereby authorise us to hold your personal information (for example: your name, email address and submitted articles) and you expressly consent for your personal information to be used for the purposes of these Conditions. We will not hold personal information for longer than is necessary.

49.

Indemnity

You shall fully indemnify us against all losses, expenses, third party actions, claims or demands, and damages and costs arising from any third party claims in relation to the Contribution (including any legal costs and any sums paid in settlement of claims) suffered or incurred by us as a result of any act or omission by you under these Conditions.

50.

Confidential Information

You shall not publish or cause to be published or communicate to any third party any matter relating to any work done under this Agreement, except with our written consent. You shall take all reasonable steps to prevent unauthorised access to or theft of information relating to our website or to any of your duties under these Conditions.

APPENDIX A

TERMS OF USE - WEB SITE POLICY

Please review this website ("Site") Terms of Use. All access to and use of this Site is governed by these terms. Entering into this Site indicates that you have reviewed the website Terms of Use and have agreed to be bound by these terms. If you do not agree to these terms you must leave the Site immediately.

DISCLAIMER

All information provided on this Site is subject to change without notice. While efforts have been made to make this Site helpful and accurate, due to the open nature of this Site, and the potential for errors in the storage and transmission of digital information, the COMPANY does not warrant the accuracy of information obtained from this Site. ALL MATERIALS POSTED ON THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES EXPRESS OR IMPLIED. THE COMPANY AND THE SITE CREATORS DISCLAIM TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW ALL WARRANTIES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERUPPTED OR ERROR-FREE, THAT DEFECTS WILL OR CAN BE CORRECTED, OR THAT THIS SITE OR THE SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION AS TO THE MATERIALS ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY WHATSOEVER WHETHER UNDER CONTRACT, TORT OR OTHERWISE HOWSOEVER ARISING (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES) INCLUDING WITHOUT LIMITATION SUCH ARISING OUT OF OR RESULTING FROM THE USE OR ACCESS TO ANY MATERIALS ON THIS SITE OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUS OR TELECOMMUNICATIONS FAILURE OF THIS SITE.

ACCESS AND USE OF INFORMATION

Access to this website is limited to viewing the linked web pages solely for information purposes to access the information provided by the COMPANY at this Site. Any access or attempt to access other areas of the COMPANY computer system or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this website other than for information purposes.

INTELLECTUAL PROPERTY

This Site may contain trade marks and service marks. All marks are the property of the proprietors of such marks as indicated unless otherwise provided. All rights in the intellectual property contained in this Site including copyright, trade marks, trade secret and patent rights are reserved. Access to this Site does not constitute a right to copy or use any of the intellectual property of the COMPANY or its suppliers.

HYPERTEXT LINKS

This Site may be linked to other sites that are not maintained by the COMPANY. The COMPANY is not responsible for the content of those sites. The inclusion of any link to such sites does not imply endorsement, sponsorship, or recommendation by the COMPANY of the sites and the COMPANY disclaim any warranty (expressed or implied) about the content and operation of these sites. The COMPANY disclaims any liability for links: (i) from another website to the Site; and (ii) to another website from the Site.

COPYRIGHT

All content included on this Site and rights relating to such, including without limitation - text, graphics, logos, icons, images, pictures, audio clips, video clips and software, are owned or licensed by the COMPANY and are protected by applicable copyright laws. No permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on this Site.

SUBMISSIONS

All remarks, suggestions, ideas, graphics or other information communicated to the COMPANY through this Site will forever be the property of the COMPANY and at the free disposal and use of the COMPANY. Unless otherwise specified in writing, all material submitted to the COMPANY will be presumed to be public and the COMPANY will not be required to treat the information as confidential. The COMPANY shall have exclusive ownership of all present and future existing rights in the information, without compensation to the person sending the information. If any information is confidential do not submit it.

THE INFORMATION WE COLLECT

THE COMPANY may collect various types of information from site visitors. The COMPANY web server also collects general data pertaining to every Site Visitor, including the IP address, the domain name, the web page, the length of time spent on the Site, and the pages accessed while visiting the Site. This information is collected to, among other things, aggregate statistical information, facilitate system administration, and improve the content of the Site. The COMPANY may also retain the content of the communications that are sent to the COMPANY. This information may be used to improve/respond to Visitors' inquiries regarding the Site.

SECURITY

THE COMPANY AND THE SITE CREATORS cannot take any responsibility for information transmitted via the Site and cannot guarantee that any electronic commerce or communication is totally secure.

UPDATES TO TERMS

The COMPANY reserves the right to modify or amend its Terms of Use at any time, and from time to time.  The COMPANY will endeavour to post changes to the Terms of Use on the Site. Please check the Site regularly for the latest version of the Terms of Use.

LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNATIVE, SPECIAL AND CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OR RELIANCE ON THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS OR INFORMATION FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

DISPUTE RESOLUTION

These Terms of Use and the resolution of any dispute related to them or to the use of this Site shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish Courts.

APPENDIX B

TERMS OF USE - PRIVACY POLICY

ATAMIA LIMITED has created this Privacy Statement in order to demonstrate our firm commitment to privacy. The following discloses our information gathering and dissemination practices for our Web Site. In order to fully understand your rights, we encourage you to read this Privacy Statement and to consult our Terms of Use page at Appendix

ACCEPTANCE OF PRIVACY POLICY

By using the ATAMIA LIMITED Web Site and services, you signify acceptance of this privacy statement. If you do not agree or are not comfortable with any policy described in this privacy statement, your only remedy is to discontinue use of the ATAMIA LIMITED Web Site. We reserve the right to modify this privacy statement at any time. Your continued use of any portion of the ATAMIA LIMITED Web Site following notification or posting of such changes will constitute your acceptance of those changes.

INFORMATION AND USES

Privacy concerns focus on Personal Information, that is, information that could identify a specific individual or entity such as names, addresses and e-mail addresses. If during your visit to our site you complete an order form, enter a contest, or submit other information to us, you may provide us with Personal Information. ATAMIA LIMITED may collect and use that Personal Information to provide you with products or services, to bill you for products and services you request, to market product and services which we think may be of interest to you, or to communicate with you for other purposes.

IP ADDRESSES

We may use your IP address to help diagnose problems with our server, and to administer our Web site. Your IP address is also used to help identify you and to gather broad demographic information. An IP address is a number that is assigned to your computer automatically when you use the Internet. When you visit a particular Web page in the ATAMIA LIMITED Web Site, our servers log your IP address.

COOKIES

Our Web Site uses cookies to keep track of your access to the Web Site. We also use cookies to deliver content specific to your interests. A cookie is a message sent to your browser from a Web server and stored on your computer's hard drive to identify you as the user of the Web Site. Many Internet sites use cookies. You can set your browser preferences to reject all cookies, but this will prevent you from using most customized services and you may have to repeatedly enter log in information in order to use some services. Cookies make your experience easier by saving your preferences.

INFORMATION REQUESTS

Our Web Site uses an information request systems for clients to request information on our products and services. We may collect visitors' contact information (such as their email address) and unique identifying information (such as user name and password). The contact information is also used to get in touch with the client when necessary. Unique identifiers (such as user name and password) are collected from Web Site visitors to verify the user's identity and for use in establishing and identifying account numbers in our record system.

SECURITY

This Web Site has security measures in place to protect the loss, misuse and alteration of the information under our control. We endeavour to use appropriate security measures including firewalls and monitoring.

REMOVAL OF/ALTERATION TO INFORMATION

You can remove your Personal Information from our database so you will not receive future communications by sending an e-mail to customerservice@faceoffgames.com. You can also modify your Personal Information that we have previously gathered by sending such an e-mail or modifying your details in your edit profile page.

CONTACTING THE WEBSITE

If you have any questions about this privacy statement, the practices of this site, or your dealings with this Web site, you can contact customerservice@faceoffgames.com

_{Agreement published: 28th May 2009}