1.1 This Agreement governs your purchase and/or use of GSN Tokens or any other virtual currency made available as part of the GSN Token Program (the "Program") operated by or on behalf of Game Show Network, LLC ("GSN"). Members of the Program ("Members" or "you") will have the opportunity to purchase Tokens through GSN.com (the "Website"), and the opportunity to win or earn Tokens by participating in various activities, some of which are described below. You can redeem your Tokens to enter tournaments, play games, and to purchase virtual goods from time to time as set forth below. These Terms and Conditions govern the Program. Please read these Terms and Conditions carefully before participating in the Program. By participating in the Program, you unconditionally consent and agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not participate in the Program. The Program is only for your own personal use. Members may not use the Program for commercial purposes, or in any way that harms GSN or any other person or entity, as determined by GSN in its sole discretion.
3. LIMITED LICENSE AND INTELLECTUAL PROPERTY OWNERSHIP.
3.1 By purchasing or otherwise acquiring Tokens, you acquire no ownership right or interest. Instead, you obtain a non-exclusive, non-transferable, revocable, limited and ephemeral right and license to access and select from content that we expressly make available to you as part of the Website ("Content") for your personal use only, and only so long as you comply fully with these Terms and Conditions. GSN reserves all ownership right, title and interest in and to the Content and Tokens, and all associated intellectual property rights therein. Subject to your compliance with these Terms and Conditions, and any other relevant policies enacted by GSN from time to time, GSN grants you a non-exclusive, non-transferable, revocable, limited and ephemeral license to access the Content and use the Tokens in connection with Website solely for non-commercial, personal entertainment purposes only. No other licenses or rights are granted to you by implication or otherwise. All rights in and to the Content and the Tokens not expressly granted by GSN are hereby reserved.
3.2 GSN is the owner or authorized licensee of all intellectual property rights in and to the Content and Tokens, including, but not limited to, copyrights, works of authorship, inventions, patents, patent rights, patent registrations, patent applications for registration, trademarks, service marks, trade names, logos, trade dress, know-how, software, source code, artwork, games, characters, character names, likenesses, stories, concepts, sounds, designs, themes, graphics, mask works, industrial rights, and moral rights in and to the Content and Tokens. You acknowledge and agree that you shall have no ownership or other property interest in or to GSN's or its licensor intellectual property, the Content and/or the Tokens, even if earned in a game or purchased from the Website. All such rights remain the sole and exclusive property of GSN and/or its licensors. Except as expressly permitted in writing by GSN, you shall not capture, reproduce, perform, transfer, sell, license, modify, create derivative works from or based upon, republish, reverse engineer, upload, edit, post, transmit, publicly display, frame, link, distribute or exploit, in whole or in part, any of the foregoing material. Nothing contained in these Terms and Conditions or on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the foregoing material in any manner without the prior written consent of GSN or such third party that may own the applicable material. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE MATERIAL IS STRICTLY PROHIBITED. Any use of the foregoing material other than as permitted by these Terms and Conditions will violate these Terms and Conditions and may infringe upon our rights or the rights of the third party that owns the affected material.
4. EARNING TOKENS.
4.1 There are various ways to earn Tokens on the Website or through programs and invitations offered by GSN or GSN's business partners. From time to time, GSN may provide Members with opportunities to earn Tokens by completing various actions on the Website (each, an "Online Token Opportunity"). Online Token Opportunities include, but are not limited to: (i) becoming a GSN.com member; (ii) logging in 24 hours after visiting the Website; and (iii) other promotional opportunities offered to Members. Please visit the Website for the complete details of any Online Token Opportunity, which are subject to change or preemption without notice.
4.2 The Program may award more than one type or "class" of Tokens. The number and type of Tokens ("Tokens Level") that can be earned by participating in any opportunity to earn Tokens will be disclosed when the opportunity is presented. In accumulating Tokens, you may not rely upon continued Tokens Levels. GSN, in its sole discretion and without notice to you, reserves the right to change, modify, withdraw or cancel any Tokens Level.
5. PURCHASING TOKENS.
5.1 Tokens can be purchased via the Website. Tokens have no monetary value and do not constitute currency or property of any type. Tokens cannot be redeemed for cash or transferred to another player. Tokens are non-refundable and you are not entitled to a refund for unused Tokens. To purchase Tokens, follow the instructions contained on the Website. When you purchase Tokens, you agree to pay taxes assessed on your purchase, if any.
5.2 You may pay for Tokens either by credit card or by using the services of an approved payment provider (such as PayPal) as set forth on the Website. When you pay for Tokens via credit card or approved payment provider, you will be bound by that third party provider's terms and conditions. You are responsible for all charges incurred (including applicable taxes) and all purchases made by you or anyone that uses your Account.
5.3 YOUR USE OF ANY CREDIT CARD OR APPROVED PAYMENT PROVIDER IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS AND POLICIES APPLICABLE TO SUCH CREDIT CARD OR APPROVED PAYMENT PROVIDER.
6. TOKENS REDEMPTION.
6.1 Members may redeem Tokens to enter tournaments, play games and to purchase virtual goods. In the future, Tokens may be redeemed for digital or other virtual assets and other awards of any type or nature as determined by GSN. Nevertheless, Tokens can only be used for activities described on the Website and cannot be converted to cash.
6.2 GSN reserves the right to modify, amend or revise the Token Program and these Terms and Conditions. The amount of Tokens required to redeem any award may be substantially increased, any award may be withdrawn, and restrictions on any award or its redemption may be imposed by GSN or its designee in its sole discretion. GSN reserves the right, in its sole discretion, to determine and modify, at any time, the value of Tokens and the amount of Tokens that may be earned for any given activity.
6.3 All details and restrictions of the Tokens not specified in these Terms and Conditions or on the Website will be determined by GSN in its sole discretion.
6.4 Tokens have no cash value and may not be redeemed for cash and may not be sold, auctioned, bartered, brokered, transferred, assigned or used to engage in any gambling activity. Any Tokens obtained in this manner by any person or entity will be considered to have been fraudulently obtained and deemed void, and such Tokens may be confiscated or cancelled. Tokens must be redeemed in accordance with these Terms and Conditions. Tokens will not be replaced, reissued or credited if lost, stolen or otherwise altered or destroyed. Tokens cannot be used in combination with any other discount, coupon or offer unless specifically allowed by the terms of a specific promotion. Once you have redeemed your Tokens, there are no refunds, returns or exchanges for additional Tokens, cash, or other goods and services.
6.5 You can view your Tokens Account balance and a limited transaction history by logging onto your Account.
7. MODIFICATION AND TERMINATION.
7.1 GSN may modify any of these Terms and Conditions, including, but not limited to, the methods through which Tokens can be earned, how Tokens can be used, the types or "classes" of Tokens available, and the conditions under which Tokens may expire or be forfeited, at any time, with or without notice, even though these changes may affect a Member's ability to use the Tokens that he/she has already earned or purchased. The Program has no predetermined termination date and may continue until such time as GSN decides to terminate the Program. GSN may, in its sole discretion, modify or terminate the Program at any time, with notice on the Website and/or via email to the Member's email address currently on file with GSN for his/her Account.
7.2 Members may have an amount of time deemed reasonable by GSN in its sole discretion from the date Program termination is announced to use their remaining Tokens. Any Tokens remaining in a Member's Account at the time of termination will be forfeited and no compensation will be provided. GSN may cancel your membership, cancel accumulated Tokens, alter the amount of Tokens in your Account or suspend your membership privileges at any time with immediate effect if GSN determines in its sole discretion that you (a) have acted in a manner inconsistent with applicable laws or ordinances; (b) acted in a fraudulent or abusive manner; (c) breached any of these Terms and Conditions; (d) engaged in any fraud or abuse concerning Tokens, Tokens usage or Tokens redemption; or (e) engaged in any conduct or act that causes GSN to terminate or suspend your access to the Website. GSN may also take appropriate administrative or legal action if any of the items listed above occurs. Nothing contained in these Terms and Conditions shall limit GSN in its exercise of any legal or equitable rights or remedies.
7.3 GSN reserves the right to terminate the membership of any Member whose Account becomes dormant. An Account will be considered dormant if the Account holder fails to log onto his or her Account for six (6) months or with such regularity deemed sufficient by GSN and announced from time to time on the Website. GSN in its sole discretion may allow Members to prevent their Tokens from expiring by following GSN's instructions.
7.4 If GSN amends these Terms and Conditions, it will revise the "last updated" date located at the bottom of these Terms and Conditions. For changes to these Terms and Conditions that GSN considers to be material, GSN will place a notice on the Website by revising the link on the home page to read substantially as "Updated Tokens Terms and Conditions" for up to three (3) weeks or some other amount of time that we determine in our discretion. If you continue to participate in the Program by earning Tokens, redeeming Tokens, logging onto your Account or in any other way after these Terms and Conditions have been changed, you will be deemed to have read, understood and unconditionally consented to and agreed to such changes. The most current version of these Terms and Conditions will be available on the Website and will supersede all previous versions of these Terms and Conditions.
8. GENERAL TERMS AND CONDITIONS.
8.1 ACCRUED TOKENS DO NOT CONSTITUTE PROPERTY OF A MEMBER AND HAVE NO VALUE OUTSIDE OF THE PROGRAM. TOKENS ARE CREDITS THAT GSN MAY REVOKE AT ANY TIME AS SET FORTH HEREIN. TOKENS ARE NOT TRANSFERABLE UPON DEATH, AS PART OF A DOMESTIC RELATIONS MATTER OR OTHERWISE. Each Member is responsible for ensuring that the information in his/her Account is accurate and is kept current. If a Member believes that his/her Account does not properly reflect Tokens earned from engaging in any activities, the Member must contact GSN to resolve the issue. Any attempt by any person to undermine the legitimate operation of the Program may be a violation of criminal and civil law, and, should such an attempt be made, GSN reserves the right to seek damages from any such person to the fullest extent permitted by law. GSN's failure to enforce any of these Terms and Conditions shall not constitute a waiver of the affected provision, or any other provision. All questions or disputes regarding an individual's eligibility for the Program, the earning, crediting or use of Tokens, or a Member's compliance with these Terms and Conditions will be resolved by GSN in its sole discretion.
9. PROGRAM MALFUNCTIONS AND CONDUCT.
9.1 Officers, directors and employees of GSN and its parents, subsidiaries, divisions and affiliates (all such individuals and entities collectively referred to herein as the "Program Entities") are not responsible for lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet Service Providers, websites, or other connections; or for miscommunications, failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions; or for any technical malfunctions, failures, or difficulties, or other errors of any kind or nature; or for the incorrect or inaccurate capture of information, or the failure to capture any information. Additionally, the Program Entities are not responsible or liable for any computer, programming, printer errors or the issuance of any unintended Tokens. In no event will the Program Entities be liable for, and members expressly release the Program Entities from any claims as to the issuance of any unintended Tokens. If, for any reason, the Program is not capable of running as planned, including, due to errors of any kind or nature, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of the Program Entities which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Program, GSN reserves the right in its sole discretion to cancel, terminate, modify, or suspend the Program or otherwise respond to the circumstances as GSN deems appropriate. In the event GSN is prevented from continuing with the Program as contemplated herein by any event beyond its control, including but not limited to fire, flood, natural or man-made epidemic of health of other means, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state or local government law, order, or regulation, public health crisis, order of any court or jurisdiction, or other cause not reasonably within GSN's control (each a "Force Majeure" event or occurrence), GSN shall have the right to modify, suspend, or terminate the Program.
9.2 Any attempts by any Member to access the Program or Website via a bot script or other brute-force attack shall result in that Member becoming ineligible to participate in the Program. GSN, in its sole discretion, reserves the right to disqualify and terminate participation of any Member found to be (i) tampering with the operation of the Program or the Website (ii) acting in violation of these Terms and Conditions (iii) violating the Terms of Service of the Website (iv) acting in an unethical or disruptive manner (v) acting with intent to annoy, abuse, threaten or harass GSN, its representatives or any other Member in any manner related to the Program (vi) tampering with, altering, attempting to alter, creating, attempting to create or duplicate Tokens, or (vii) colluding or attempting to collude with one or more Members to gain an unfair advantage by sharing knowledge or other information in order to earn Tokens.
10. LIMITATION OF LIABILITY.
10.1 This Program is provided on an "AS IS" basis and without warranty, guaranty or representation of any kind, expressed or implied, including without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. The Program Entities are not responsible for any assurances, guarantees, representations or warranties made or implied by any parties associated with or involved in this Program, including but not limited to any merchandisers, manufactures, suppliers or advertisers. By participating in the Program, each Member accepts all responsibility for, and hereby indemnifies and holds the Program Entities harmless from and against any claims that may arise from actions taken by such Member or for any unauthorized access to Member's Account by any third party.
10.2 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE PROGRAM ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PROGRAM, EVEN IF THE PROGRAM ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SUCH EXCLUSIONS MAY NOT APPLY TO YOU. IF A MEMBER PROVES THAT GSN HAS IMPROPERLY DENIED THAT MEMBER ANY TOKENS, LIABILITY WILL BE LIMITED TO THE EQUIVALENT AMOUNT OF TOKENS. BY PARTICIPATING IN THE PROGRAM, A MEMBER WAIVES ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO SUCH MATTERS IN ANY FORUM MORE THAN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED. EACH MEMBER SPECIFICALLY WAIVES ANY BENEFIT UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES "A GENERAL RELEASE DOES NOT EXTEND TO UNKNOWN CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED THE SETTLEMENT".
12. GOVERNING LAW/JURISDICTION.
12.1 ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE TERMS AND CONDITIONS OR THE RIGHTS AND OBLIGATIONS OF MEMBERS OR GSN IN CONNECTION WITH THE PROGRAM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER JURISDICTION'S LAWS.
12.2 By participating in the Program in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against the Program Entities arising out of, relating to, or connected in any way with the Program or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in Los Angeles, California; (4) the arbitrator's decision shall be controlled by the terms and conditions of this Agreement and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website; (5) the arbitrator shall apply California law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Program Entities' individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or any Program Entity; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Program Entity exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, GSN agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, GSN will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor GSN shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com .
12.3 If any
provision of these Terms and Conditions is found to be invalid or unenforceable
by a court of competent jurisdiction, such provision shall be severed from the
remainder of these Terms and Conditions, which will otherwise remain in full
force and effect.
Effective Date: August 30, 2011.