Headlight Corp, Inc. Terms of Use

1. Introduction and Eligibility

Please read these Terms of Use (“Terms”) carefully before using the Service. These Terms include our Privacy Policy, which is incorporated by reference into these Terms. We have included several annotations in boxes to help explain the legal jargon and emphasize key sections. These annotations are for convenience only and have no legal or contractual effect.

  1.  Binding Agreement. These Terms constitute a binding agreement between you, a User (as defined below), and Headlight Corp, Inc. (“Midgame,” “we,” “us”). “User” means a visitor to the Service. You accept these Terms each time you access the Service. If you do not accept these Terms, then you must not use the Service.

  1. Revisions to Terms. We may revise these Terms at any time by Posting (as defined below) an updated version. Revisions to the Terms are effective upon Posting. The Terms will be identified as of the most recent date of revision. You should visit this page periodically to review the most current Terms. Your continued use of the Service after a change to these Terms constitutes your binding acceptance of these Terms. Notwithstanding the preceding sentences of this Section 1.b, no revisions to these Terms will apply to any dispute between you and us that arose prior to the date of such revision.

  1. Children. No part of the Service is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By using the Service, you represent and warrant you are at least 18 years of age. If you are under 18 years of age, then you affirm that you possess the legal consent of your parent or guardian to access and use the Service.d. The terms “Post” and “Posting” as used in these Terms will mean the act of submitting, uploading, publishing, displaying, or similar action on the Service, either by us, you, or other Users of the Service.

2. The Service

  1. The “Service” means the website located at www.Midgame.gg and any associated software, applications, and Internet services under our control, whether partial or otherwise, used in connection with providing the services provided by us. The Service provides an online platform for you to capture and analyze of in-game communication (“Team Comms”). The Service will likely change over time and we reserve the right to make any changes to the Service in our sole discretion. You agree to these Terms in consideration of your use of the Service and other good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge.

  1. Third-Party Services. The Service may link to websites and other services owned by third parties (“Third Party Sites”) to facilitate its provision of services to you, including but not limited to Discord and other gaming and communication platforms. If you use these links, then you will leave the Service. Some of these Third Party Sites may use Midgame Content (defined below) under a license from us. We are not responsible for these Third Party Sites, whether or not we are affiliated with such Third Party Sites. Through our use, we do not endorse the organizations sponsoring such Third Party Sites or their products or services. You agree we are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a Third Party Site or as a result of the presence of any third-party advertising on the Service.

3. Financial Matters

The Service is currently offered to you for free. In the future, however, we may charge you a fee to Post content on the Service. Before doing so, we will update these Terms and provide you with advance notice of any charges and applicable payment terms.

4. Account Creation and Your Account

  1. To use some parts of the Service, such as recording Team Comms, you must create an account by providing a valid email address, username, password and other information as prompted by the registration form or by signing in through a third-party account that connects to the Service, such as your Discord account (“Third-Party Account”).
  2. Registration Information. When registering, you are prohibited from selecting or using as a username:

  1. a name of another person with the intent to impersonate that person;
  2. a name that is subject to any rights of a person other than you without appropriate authorization; or
  3. a name that is otherwise offensive, vulgar or obscene.

  1. Your Log-In Credentials. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at support@midgame.gg if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your account. You agree that we will not be liable for any loss or damage arising from unauthorized use of your credentials.

  1. Access Through a Third-Party Account. If you access the Service through a Third-Party Account as part of the functionality of the Service, you may link your Account with Third-Party Account, by allowing Midgame to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Midgame and/or grant Midgame access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Midgame to pay any fees or making Midgame subject to any usage limitations imposed by such third-party service providers. By granting Midgame access to any Third-Party Accounts, you understand that Midgame may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Midgame Properties that you have provided to and stored in your Third-Party Account (“Third-Party Account Content”) so that it is available on and through the Service via your Account. Please note that if a Third-Party Account or associated service becomes unavailable or Midgame’s access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Account Content will no longer be available on and through Midgame Properties. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Service.

5. Communications

  1. You agree to receive email from us at the email address you provided to us for customer service-related purposes.

  1. Electronic Notices. By using the Service or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. If we learn of a security system’s breach, then we may attempt to notify you electronically by posting a notice on the Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at support@midgame.gg.

6. Your License to Us and Other Users

  1. Definitions. Edit means to access, download, edit, stream, use, perform, transmit, display, reproduce, modify, adapt, prepare derivative works of, Team Comms solely through the Service using the tools made available by the Service. Collaborator means a User who is invited to review, comment, and collaborate on Team Comms by such Team Comms’s Creator. Creator means a User who Posts Team Comms that has not yet been Edited to the Service. Editing Setting is a setting you apply to Team Comms that dictates who may Edit such Team Comms. You may select certain Users to Edit your Team Comms or you may make your Team Comms public so that any Users can Edit your Team Comms. Edited Team Comms means Team Comms that has been Edited. Use means to reproduce, distribute, publicly display, transmit, synchronize, communicate to the public, make available, publicly perform (including by means of digital audio transmissions) on a through-to-the audience basis, create derivative works from, transmit to Third Party Sites, and otherwise use and exploit. User Content means any material that you Post to the Service, including, without limitation, Team Comms and Edited Team Comms, literary works, photographs, audiovisual works, artwork and Comments (as defined in Section 9).

  1. We Claim No Ownership. You or a third-party licensor, as appropriate, retain all intellectual property rights to the User Content you Post to the Service. We do not acquire ownership to any User Content Posted to the Service. This also means that you are responsible for protecting any of your rights in your User Content, and we need not enforce a violation of these Terms by another User as it pertains to your User Content, although we reserve the right to terminate the rights of such Users to use the Service.

  1. User Content. You represent and warrant that any User Content you Post to the Service is truthful, accurate, not misleading, and offered in good faith, and that you have all rights, licenses, permissions, and authorizations necessary to Post the User Content to the Service and grant the rights to the User Content set forth in these Terms. You acknowledge and agree that, subject to your Editing Settings, your User Content is non-confidential and non-proprietary, except as otherwise agreed upon between you and us, and we may use your User Content for any purpose or disclose your User Content to any third party with or without notice to you and without liability to us.

  1. License Grant From You to Us. Subject to your Editing Settings, you hereby grant us an unrestricted, assignable, sublicenseable, revocable, royalty-free license throughout the universe to Use all User Content you Post to the Service, through any media and formats now known or hereafter developed, for the purposes of

  1. advertising, marketing, and promoting the Midgame and the Service;
  2. sharing information about your User Content with third parties and Third Party Sites, including Users; and
  3. Using your User Content on and through the Service as authorized in these Terms, including, but not limited to, for the purpose of Editing.

  1. You Must Have Rights to the Content You Post. You must not Post any User Content to the Service if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not Post such sound recordings to the Service unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to sublicense us pursuant to these Terms.

  1. Rights and License as a Creator. If you are a Creator, then you retain ownership of your Team Comms.

7. Our Content Ownership and Use

  1. The contents of the Service include: designs, text, graphics, images, video, information, logos, button icons, software, computer code, and our content (collectively, “Midgame Content”). All Midgame Content and the compilation (meaning the collection, arrangement, and assembly) of all Midgame Content are the property of us or our licensors and are protected under copyright, trademark, and other laws.

  1. License to You. We authorize you, subject to these Terms, to access and use the Service and the Midgame Content, and to install any Apps, solely for the use of the services we provide, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Midgame Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Midgame Content on any copy you make of the Midgame Content. You may not copy, reproduce, republish, upload, post, transmit, or distribute material made available on or through the Service in any way without written permission of the copyright owner, excluding only Team Comms, which are governed by the provisions in Section 6. You may not download or copy materials that we do not make expressly available for download without our prior written permission. Modification of materials obtained from the Service, including, but not limited to, User Content, for any other purpose, including, without limitation, any commercial purpose, is a violation of our copyrights and other proprietary rights or those of our licensors, unless you have obtained express written authorization to the contrary.
  2. No Implied Rights. There are no implied licenses granted in these Terms. All rights not granted herein are expressly reserved by us, our licensors, or the copyright owner of any User Content.

  1. Midgame Marks. Midgame, the Midgame logo, and other Midgame logos and product and service names are or may be our trademarks (the “Midgame Marks”). Without our prior written permission, and except as solely enabled by any link we provide, you agree not to display or use in any manner the Midgame Marks.

8. Community We provide areas for Users to comment (such comments, “Comments”) on User Content;

All comments are subject to the license grant and restrictions set forth in Section 6 (excluding those provisions applicability only to Team Comms). Posting Comments is a privilege, not a right, and we may terminate such privileges of any User at any time and for any reason, without liability to such User. Harmful, obscene, or offensive content is not welcome and we reserve the right to monitor, edit, pre-screen, and remove any Comments, although nothing herein requires us to monitor, edit or remove any Comments. If you find objectionable content in a Comment, then please notify us by sending an e-mail to support@midgame.gg. You should exercise discretion, good sense, and sound judgment when posting a Comment. Once a Comment is posted, it may live in perpetuity online, and Comments posted today could be highly embarrassing or damaging to your credibility or reputation in the future. You are solely responsible for the content of any Comment. You must not post any material in a Comment that you consider to be confidential or proprietary. We do not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any Comments posted to the Service. The opinions expressed in any Comment are to be attributed solely to the person or entity that posted such message. Any reliance you place on material or information set forth in a Comment will be at your own risk.

10. Intellectual Property Policy

  1. We respect the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Service.

  1. Our intellectual property policy is to

  1. remove material that we believe in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Service, and
  2. remove any User Content posted to the Service by “repeat infringers.” We consider a “repeat infringer” to be any User that has uploaded User Content to the Service and for whom we have received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such User Content. We have discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon our own determination.

  1. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for intellectual property owners who believe that material appearing on the Internet infringes their rights under U.S. law. If you believe in good faith that materials posted on the Service infringe your intellectual property rights, then you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
  2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
  3. Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Service;
  4. Your name, address, telephone number, and email address (if available);
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, then the DMCA permits you to send us a counter-notice.

  1. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Service should be sent to support@midgame.gg.

  1. Counter Notification. If you receive a notification from us that User Content you made available on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to our Designated Agent through one of the methods identified in Section 10.d , and include substantially the following information

  1. A physical or electronic signature of the subscriber;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which we may be found, and that the subscriber will accept service of process from the person who provided notification under Section 10.c above or an agent of such person. A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

  1. False Notifications of Claimed Infringement or Counter Notifications.
  1. The Copyright Act provides that: any person who knowingly materially misrepresents under Section 512 of the Copyright Act (17 U.S.C. § 512) that material or activity is infringing, or
  2. that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f). We reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law. Consult your legal admidgame and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA. The foregoing is not intended to provide you with legal advice.

11. Suggestions and Submissions.

We appreciate hearing from our Users and welcome your comments regarding the Service. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“Creative Ideas”), then we will:

  1. have a perpetual, irrevocable, royalty free, fully paid up, assignable, sublicensable, non-exclusive right in and to any Creative Ideas and will own exclusive rights to any derivative works based upon your Creative Ideas created by or for us;
  2. not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Creative Ideas; and
  3. be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

12. User Content Disclaimers, Limitations, and Prohibitions

  1. We do not represent or guarantee the truthfulness, accuracy, or reliability of User Content. You accept that any reliance on material posted by other Users or third-party service providers will be at your own risk. By using the Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.

  1. You are solely responsible for your User Content on the Service. We do not endorse any, nor are we responsible for, User Content on the Service. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.

 

  1. You agree to use the Service only for its intended purpose. You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Service are prohibited. You may not:

  1. attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Service, user accounts, or the technology and equipment supporting the Service;
  2. frame or link to the Service without permission;
  3. use data mining, robots, or other data gathering devices on or through the Service;
  4. post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
  5. disclose personal information about another person or harass, abuse, or post objectionable material;
  6. sell, transfer, or assign any of your rights to use the Service to a third party without our express written consent;
  7. Post advertising or marketing links or content, except as specifically allowed by these Terms;
  8. use the Service after your account has been terminated, without our consent;
  9. use the Service in an illegal way or to commit an illegal act in relation to the Service or that otherwise results in fines, penalties, and other liability to us or others;
  10. access the Service from a jurisdiction where it is illegal or unauthorized;
  11. reproduce any part of the Service;
  12. Post any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in User Content;
  13. undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Service or any part thereof, or attempt to do any of the foregoing, except as permitted by these Terms, the authorized features of the Service, or by law, or otherwise attempt to use or access any portion of the Service other than as we intend;
  14.  solicit personal information from anyone under the age of 18;
  15. promote any criminal activity on the Service; or
  16. assist or permit any persons in engaging in any of the activities described above.

13. Consequences of Violating These Terms

  1. We reserve the right to suspend or terminate your account and prevent access to the Service for any reason, at our discretion. We reserve the right to refuse to provide the Service to you in the future.

  1. We may review and remove any User Content at any time for any reason, including if you engage in activity which, in our sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, Users of the Service.

  1. You are responsible for any claims, fees, fines, penalties, and other liability we or others incur caused by or arising out of your breach of these Terms and your use of the Service.

  1. You are solely responsible for maintaining backup copies of any User Content you upload to the Service. We are not responsible for the deletion or unavailability of any User Content. This includes if we terminate your right to access or use the Service for a violation of these Terms. We will have no liability to you for denying you access to any User Content you Posted to the Service in the event of a breach of these Terms.

14. Our Liability

  1. Changes to the Service. We may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any feature, without notice or liability.
  2. User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service, including Users. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release us of all claims, demands, and damages in disputes among Users of the Service. You also agree not to involve us in such disputes. Use caution and common sense when using the Service and dealing with other Users.

  1. Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service. Use the Service at your own risk.

  1. Third-Party Sites. You are responsible for evaluating whether you want to access or use any Third Party Site. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on any Third Party Site. You assume all risk and we disclaim all liability arising from your use of them. e. We make no promises and disclaim all liability of specific results from the use of the Service.

  1. Released Parties Defined. “Released Parties” include us and our affiliates, officers, employees, agents, service providers, partners, and licensors.

  1. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF THE SERVICE, INCLUDING ANY USER CONTENT, IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

  1. THE RELEASED PARTIES MAKE NO WARRANTY THAT
  1. THE SERVICE WILL MEET YOUR REQUIREMENTS,
  2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
  3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE,
  4. THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SERVICE WILL MEET YOUR EXPECTATIONS AND, AND
  5. ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND

  1. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

  1. LIMITATION OF LIABILITY AND INDEMNIFICATION YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
  1. THE USE OR THE INABILITY TO USE THE SERVICE;
  2. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SERVICE;
  3. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
  4. STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SERVICE;
  5. YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR
  6. ANY OTHER MATTER RELATING TO THE SERVICE, INCLUDING USER CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COMPANY, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY IN LIGHT OF OUR OFFERING MANY OF THE FUNCTIONALITIES OF THE SERVICE FOR FREE, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT WE WOULD NOT BE ABLE TO OFFER THE SERVICE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS. TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF CONTENT, INCLUDING ANY USER CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO COMPANY, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.

  1. your use of or reliance on any third-party content or User Content,
  2. your use of or reliance on any Midgame Content, or
  3. your breach of these Terms.

15. Terms and Termination

  1. Term. These Terms, as amended, will be effective commencing with your first use or registration of the Service and will remain in full force and effect throughout your use of the Service, until such time as you terminate your account or we terminate your account, subject to the survival provision of these Terms.

  1. Termination by Us. We may terminate your use of the Service or any features or functionalities of the Service at any time and for any reason, with or without notice, for conduct violating these Terms or upon our sole determination. You hereby agree to our broad right of termination. You agree that if your use of the Service is terminated pursuant to these Terms, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, then you will indemnify and hold us harmless from any and all liability that we may incur therefor. Upon our termination of your use of the Service, we may delete any of your User Content available on or through the Service and terminate your access to your User Content if those materials remain on the Service, without any liability to you.

  1. Termination by You. You are free to terminate your use of the Service at any time; you can simply choose to stop visiting or using any aspect of the Service. If you wish to terminate your account on the Service, then you may do so by sending an e-mail to support@midgame.gg or using any other account termination functionality that may be offered through the Service. For example, we may develop a functionality that permits you to click on a termination button on your Profile. If you terminate your account, then all of your User Content will be made inaccessible via the Service although copies of your User Content may remain stored on back-up storage media maintained by or for us. You hereby grant us a royalty free license to retain such back-up copies of your User Content on storage media maintained by or for us. If you stop using the Service but keep User Content on the Service, then these Terms will continue to apply in full force and effect for so long as such User Content is available on or through the Service.

16. General Terms

These Terms constitute the entire agreement between you and us concerning your use of the Service. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, then you and us nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect. The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms, including, but not limited to, Sections 6 (Your License to Us and Other Users), 7 (Our Content Ownership and Use), 10 (Intellectual Property Policy), 11 (Suggestions and Submissions), 12 (User Content Disclaimers, Limitations, and Prohibitions), 13 (Consequences of Violating these Terms), 14 (Our Liability), 15 (Term and Termination, 16 (General Terms), and 17 (Arbitration, Class Waiver, and Waiver of Jury Trial). 17. Arbitration, Class Waiver, and Waiver of Jury Trial.

  1. We are not a party to, has no involvement or interest in, make no representations or warranties as to, and have no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other User. All disputes between Users are subject to the provisions of Section 14.b. Disputes between a User and us are subject to this Section 17.

  1. Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND US AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a jury or judge, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.

  1. Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address you provide to Midgame, to you via any other method available to Midgame, including via e-mail. The Notice to Midgame should be addressed to: • (the “Arbitration Notice Address”). The Notice must
  1. describe the nature and basis of the claim or dispute; and
  2. set forth the specific relief sought (the “Demand”).

  1. Arbitration Proceeding. The arbitration will be conducted in the English language. A single independent and impartial arbitrator will be appointed pursuant to the Rules, as modified herein. You and Midgame agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties:
  1. the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;
  2. the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and
  3. any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  1. No Class Actions. YOU AND COMPANY AGREE THAT YOU AND COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 17.b WILL BE NULL AND VOID.

  1. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of California in conducting the arbitration. You acknowledge that these Terms and your use of the Service evidence a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.

  1. Choices of Law; Choice of Forum. These Terms and your use of the Service will be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and us under these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and you and us hereby submit to the personal jurisdiction and venue of these courts.

  1. Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which we seek equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms by us or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against us, including with respect to any User Content, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms.

  1. Claims. You and Midgame agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

  1. Improperly Filed Claims. All claims you bring against Midgame must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, we may recover attorneys’ fees and costs up to $5,000, provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Privacy Policy

Effective as of April 1, 2019.

Welcome to Midgame! We have prepared this Privacy Policy (“Policy”) to describe our practices regarding how we collect, use disclose and otherwise process personal information in connection with our website located at https://www.midgame.gg (referred to as the “Website”) and our other services including our online services (collectively with our Website referred to as the “Services”).

We respect your privacy and hope this Policy explains how we use your information to improve your experience while using our Website and Services. We also encourage you to review our Terms of Use, which govern your use of the Website and Services.

If you are located in the European Union, we recommend you read the important information provided below, in addition to the other provisions in this Policy.

The Midgame Sites and Services are operated by Headlight Corp (“we”, “us” or “our”). If you have any questions about this Policy or our practices, please contact us at support@midgame.gg

A Note to Users Outside of the United States

We are headquartered in the United States and has service providers in the United States and other countries. Your data, including personal information that we collect from you, may be transferred to, stored at and processed by us and our affiliates and other third parties outside the country in which you reside, including, but not limited to the United States, where data protection and privacy regulations may not offer the same level of protection as in other parts of the world. By using the Website or the Services, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Policy.

Children

Children under the age of 13 are not eligible to use our Services. Protecting the privacy of children is very important to us. We do not intentionally gather personal information from visitors who are under the age of 13. If you believe that we might have any personal information from a child under 13, or a parent or guardian becomes aware that his or her child under the age of 13 has provided us with information without his or her consent, please contact us at support@midgame.gg, and we will delete such information from our files as soon as reasonably practicable.

Personal Information We Collect

Information you give us

We collect personal information that you submit to us voluntarily at registration and in the course of your use of the Website and/or Services. For example, to use our Services, we may require you to create an “Account” by providing your name, email address and a password, and other information you voluntarily submit to us. Personal information that you may provide through the Services or otherwise communicate with us includes:

Information we get from others

We may receive additional information about you from third parties, including partners that provide us information that is publicly or commercially available, and may combine that information with the other information we collect about you to improve your experience with our Services and to provide you with more relevant information related to our service offerings.

Information from third party interactions

The Services may allow you to connect with other Website, platforms and services, including Discord and other social media and/or gaming platforms (“Third Party Sites”) through Midgame. We typically work with the Third Party Site’s application protocol interface (better known as their developer API) in a way that allows you to authorize us to access your account on that Third Party Site on your behalf. In order to provide this authorization, you do not provide us with your user name or password to the Third Party Site, but you will need to log-in to that Third Party Site directly through our Services. Once authorized by you, the Third Party Site provides us a token that allows the Third Party Site to recognize us when we ask, on your behalf, for access to your account information or to post information. For example, when you click “Connect” to grant Midgame access to your Discord account, we will import your username and profile photo from Discord, as well as other information. Also, both Midgame and the Third Party Site may have access to certain information about you and your use of the Services and the Third Party Site.

The information we collect in connection with your use of or interaction with Third Party Sites is subject to this Policy. However, we do not control any policies or terms of such Third Party Sites. As a result, we are not responsible for any collection or use of your information or content by a Third Party Site, including whether a third party continues to share information with us, the types of information shared, and your choices with regard to what is visible to others on a Third Party Site. You can revoke our access to any Third Party Site at any time by amending the appropriate settings from within your account settings on the applicable Third Party Site.

Information automatically collected

We may automatically collect information about you or your computer or mobile device and how you use and interact with the Services and with other users of the Services. This may include information about your particular devices (e.g., the make and model and registration number of the computer, or other hardware used to interact with the Services), Internet Protocol address and other connectivity information such as browser type or Internet service provider, date/time stamp for and length of each session, pages you viewed, and geographic location. We also collect information about any in-application purchases or any in-game microtransactions made while using Third-Party Platforms.

We collect this information about you using cookies or similar technologies. Please refer to the Cookies and Similar Technologies section for more details.

Posted Content

When you post content (text, images, photographs, messages, comments or any other kind of content that is not your e-mail address) to or through any of the Services, the information contained in your posting will be stored in our servers and may be reproduced and viewed by other users. Please note that, as explained in the User Generated Content section of this Policy, we ask you not to include personal information in any files you upload to the Services or in the messages you exchange via the Services. If you choose to include personal information within those functionalities, we will not be able to limit the collection and use of that information by other users. If you submit user content, we may use your content and any excerpt from your user content in connection with our advertising marketing, publicity and promotional activities.

Sensitive Personal Information

We do not collect any special categories of personal information about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offenses.

Cookies and Similar Technologies

What are cookies?

We may use cookies to collect information and enhance your user experience. Cookies are small pieces of information that a website sends to your computer’s or mobile device’s hard drive while you are viewing the website. We may use both session cookies (which expire once you close your web browser) and persistent cookies (which stay on your computer until you delete them) to provide you with a more personal and interactive experience on our Website. This type of information is collected to make the Website more useful to you and to tailor your experience with us to meet your special interests and needs.

We use two broad categories of cookies: (1) first party cookies, served directly by us to your computer or mobile device, which we use to recognize your computer or mobile device when it revisits our Website; and (2) third party cookies, which are served by service providers on our Website, and can be used by such service providers to recognize your computer or mobile device when it visits other Website.

Cookies we use

Our Website use the following types of cookies for the purposes set out below:

Disabling cookies

If you decide at any time that you no longer wish to accept cookies from our Services for any of the purposes described above, then you can typically instruct your browser, by changing its settings, to remove or stop accepting cookies or to prompt you before accepting a cookie from the Website you visit. In order to do this, consult your browser’s technical information (instructions are usually located within the “settings,” “help” “tools” or “edit” facility). Many browsers are set to accept cookies until you change your settings.

Further information about cookies, including how to see what cookies have been set on your computer or mobile device and how to manage and delete them, visit https://www.allaboutcookies.org.

If you do not accept our cookies, you may experience some inconvenience or not be able to use all portions of the Services or all functionality of the Services. For example, we may not be able to recognize your computer or mobile device and you may need to log in every time you visit our Website.

Third party analytics providers and ad servers

We may work with certain third parties (including network advertisers, ad agencies and analytics companies) to provide us with information regarding traffic on the Website, to serve advertisements, including our advertisements elsewhere online, and to provide us with information regarding the use of our Website or Services and the effectiveness of our advertisements. These third parties may automatically collect information about you using their own cookies or other technologies, or may otherwise collect or have access to, information about your visits to this and other Website, your IP address, your ISP, the browser you use to visit our Website and other usage information. Information collected may be used, among other things, to deliver advertising targeted to your interests and to better understand the usage and visitation of our Website and the other sites tracked by these third parties. If you would like more information about this practice and to know your choices about not having this information used by these companies, you may visit http://www.aboutads.info/choices, http://www.networkadvertising.org/managing/opt_out.asp, or http://youronlinechoices.eu/ (for users in the EU).

How We Use Your Personal Information

To provide our services

If you have an Account or use our Services, we use your personal information to:

To communicate with you

We may use your personal information to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you. If you request information from us (such as signing up for our newsletter), register on the Website, or participate in our contests or promotions, we may send you Midgame-related marketing communications as permitted by law. You will have the ability to opt out of such communications.

To comply with the laws

We use your personal information as we believe necessary or appropriate to comply with applicable laws, lawful requests and legal process, such as to respond to subpoenas or requests from government authorities.

With your consent

We will request your consent to use your personal information where required by law, such as where we use certain cookies or similar technologies or would like to send you certain marketing messages. If we request your consent to use your personal information, you have the right to withdraw your consent any time in the manner indicated when we requested the consent or by contacting us. If you have consented to receive marketing communications from our third party partners, you may withdraw your consent by contacting those partners directly.

To create anonymous data

In an ongoing effort to better understand and serve our users, we may create anonymous data from your personal information and other individuals whose personal information we collect by excluding information that makes the information personally identifiable to you. We use anonymous data for our lawful business purposes, including to analyze trends, administer and improve the Services, track users’ movements while using the Services, gather demographic information about our user base as a whole, and better tailor our Services and any new services to our users’ needs.

For compliance, fraud prevention and safety

We use your personal information as we believe necessary or appropriate to enforce the terms and conditions that govern our Services, to protect our rights, privacy, safety, or property and/or that of you or others, and to protect against, investigate or deter fraudulent, harmful, unauthorized, unethical or illegal activity.

How We Disclose Your Personal information

We may share non-personally identifiable information, such as aggregated user statistics or anonymous data, in our discretion and without restriction.

We may disclose personal information about you in the following circumstances:

How We Disclose Your Personal information

Under California Civil Code sections 1798.83- 1798.84, California residents have the right to ask for a notice identifying the categories of personal customer information which we share with our affiliates and/or third parties for their direct marketing purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to us at support@midgame.gg or 340 S Lemon Ave #1023, Walnut, CA 91789 and put the following words in the subject line of the email or included in your written letter: "California Privacy Request." Please note that the California "Shine the Light" law does not cover all categories of information that may be collected and disclosed or shared, and our policy relates only to information covered by the law. Please also note that we are required to respond to one request per California user each year and we are not required to respond to requests made by means other than through this e-mail address or to the designated mailing address.

Your Choices

Opt-out

You may opt out of direct marketing emails or other communications by logging in and changing your account settings, by clicking on a link at the bottom of each such email, or by contacting us at support@midgame.gg. You may continue to receive service-related and other non-marketing emails. Please note that your use of some of the Services may be ineffective upon opt-out.

Access, Update, Correct, or Delete Your information

All Account holders may review, update, correct or delete the personal information in their registration profile by logging into their Account. You may also contact us at support@midgame.gg to access, update or correct the personal information we maintain about you, or if you have additional requests or questions.

For your protection, we may only implement requests with respect to the personal information associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request. We will try to comply with your request as soon as reasonably practicable and in any event, within one month of your request. Please note that we may need to retain certain information for recordkeeping purposes, to complete any transactions that you began prior to requesting such change or deletion or for other reasons.

Choosing not to share your personal Information

Where we are required by law to collect your personal information, or where we need your personal information in order to provide the Services to you, if you do not provide this information when requested (or you later ask to delete it), we may not be able to provide you with the Services. We will tell you what information you must provide to receive the Services by designating it as required in the Services or through other appropriate means.

Feedback

If you provide feedback to us, we may use and disclose such feedback in accordance with the terms in our Terms of Use, provided we do not associate such feedback with your personal information. We will collect any information contained in such feedback and will treat the personal information in it in accordance with this Policy, provided that we may contact you in regards to such feedback.

Security

The security of your personal information is important to us. We take a number of organizational, technical and physical measures designed to protect the personal information we collect, both during transmission and once we receive it. However, no security safeguards are 100% secure and we cannot guarantee the security of your information.

User Generated Content

We may make available on our Website or through our Services, or link to, features that allow you to generate your own content or share information online (e.g., on message boards or chat areas like a Discord channel, etc.). Please do not embed personal information in the content you generate or share personal information online in public or community forums. Whenever you voluntarily disclose personal information online, that information becomes public and can be collected and used by others. We have no control over, and take no responsibility for, the use, storage, dissemination or erasure of personal information embedded in user-generated content (including project files) or shared publicly. By posting personal information online in public or community forums, you may receive unsolicited messages from other parties.

Other Sites and Services

This Policy addresses only our collection, use and disclosure of information we collect from and/or about you on the Website and Services owned or controlled by Midgame and that post a link to this Policy. If you disclose information to others, or authorize us to do the same under this Policy, the use and disclosure restrictions contained in this Policy will not apply to any third party. We do not control the privacy policies of third parties, and you are subject to the privacy policies of those third parties where applicable.

The Website and Services may contain content or links to other Website or services that are not owned or controlled by us. We have no control over, do not review and are not responsible for the privacy policies of or content displayed on such other Website. When you click on such a link, you will leave our Website and go to another site. During this process, another entity may collect personal information from you. The Website may also contain links to other Website controlled by us but which operate under different privacy policies. Please review the Policy of any new site you visit.

In addition, Midgame content may be included on web pages and Website that are not associated with Midgame and over which we have no control. These third parties may collect data through the use of their own cookies, pixel tags or other technology, independently collect information or solicit personal information, and may have the ability to track your use of their Website and services. Midgame is not responsible for the privacy practices or the content of any third party.

Changes to this Policy

This Policy may be updated from time to time for any reason, and we reserve the right to modify this Policy at any time. If we make material changes to this Policy you will be notified via e-mail (if you have an account where we have your contact information) or another manner through the Services that we believe reasonably likely to reach you (which may include posting the new Policy on our Website).

Any modifications to this Policy will be effective upon our posting of the new terms and/or upon implementation of the new changes to the Services (or as otherwise indicated at the time of posting). In all cases, your continued use of the services after the posting of any modified Policy indicates your acceptance of the terms of the modified Policy. You should consult this Policy regularly for any changes.

Contact Us

If you have any questions or concerns or complaints about our Policy or our data collection or processing practices, please contact us at the following address or phone number:

Headlight Corp

Attn: Jason Shen

support@midgame.gg

340 S Lemon Ave #1023
Walnut, CA 91789

Individuals in the European Union can also contact Jason Shen.

Additional Information for European Union Users

Personal information

References to “personal information” in this Policy are equivalent to “personal data” governed by European data protection legislation.

Controller and Data Protection Officer

Headlight Corp. is the controller of your personal information for purposes of European data protection legislation. See the Contact Us section above for contact details.

Our EU representative is Jason Shen.

Legal bases for processing

We only use your personal information as permitted by law. We are required to inform you of the legal bases of our processing of your personal information, which are described in the table below. If you have questions about the legal basis of how we process your personal information, contact us at support@midgame.gg

Use for new purposes

We may use your personal information for reasons not described in this Policy where permitted by law and the reason is compatible with the purpose for which we collected it. If we need to use your personal information for an unrelated purpose, we will notify you and explain the applicable legal basis.

Retention

We will only retain your personal information for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements

To determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements

We may retain indefinitely certain information associated with content you upload to the Services, such as the title and authorship of your tracks. We encourage you not to embed any personal information in such content. When we no longer require the personal information we have otherwise collected about you, we will dissociate such information from the information attached to your content.

In some circumstances we may anonymize your personal information (so that it can no longer be associated with you), in which case we may use this information indefinitely without further notice to you.

Your rights

European data protection laws give you certain rights regarding your personal information. You may ask us to take the following actions in relation to your personal information that we hold:

You can submit these requests by email to support@midgame.gg or our postal address provided above. We may request specific information from you to help us confirm your identity and process your request. Applicable law may require or permit us to decline your request. If we decline your request, we will tell you why, subject to legal restrictions. If you would like to submit a complaint about our use of your personal information or response to your requests regarding your personal information, you may contact us as described above or submit a complaint to the data protection regulator in your jurisdiction. You can find your data protection regulator here.