TERMS AND CONDITIONS FOR USE OF HELLTAP WEBSITES
In these terms and conditions “We/us/our/HellTap” means HELLTAP ENTERTAINMENT LTD, “Website” means the website located at www.helltap.com (or any subsequent URL which may replace it) and all associated websites and micro sites of Helltap and “You/your” means you as a user of the Website.
You shall not use the Website for any illegal purposes, and you will use it in compliance with all applicable laws and regulations. You agree not to use the Website in a way that may cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired; You agree not to attempt any unauthorised access to any part or component of the Website; and You agree that in the event that you have any right, claim or action against any Users arising out of that User’s use of the Website, then you will pursue such right, claim or action independently of and without recourse to us.
YOU AGREE TO BE FULLY RESPONSIBLE FOR (AND FULLY INDEMNIFY US AGAINST) ALL CLAIMS, LIABILITY, DAMAGES, LOSSES, COSTS AND EXPENSES, INCLUDING LEGAL FEES, SUFFERED BY US AND ARISING OUT OF ANY BREACH OF THE CONDITIONS BY YOU OR ANY OTHER LIABILITIES ARISING OUT OF YOUR USE OF THE WEBSITE, OR THE USE BY ANY OTHER PERSON ACCESSING THE WEBSITE USING YOUR PC OR INTERNET ACCESS ACCOUNT.
We reserve the right to modify or withdraw, temporarily or permanently, the Website (or any part of) with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the Website.
We may alter these terms and conditions from time to time, and your use of the Website (or any part of) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Conditions have been changed. If you do not agree to any change to the Conditions then you must immediately stop using the Website.
The Website is subject to constant change. You will not be eligible for any compensation because you cannot use any part of the Website or because of a failure, suspension or withdrawal of all or part of the Website.
We are not responsible for the availability of any external sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of any third party websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.
We have the right, but not the obligation, to monitor any activity and content associated with the Website. We may investigate any reported violation of these Conditions or complaints and take any action that we deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials from the Website).
You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the Website shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorised by us.
You acknowledge and agree that the material and content contained within the Website is made available for your personal non-commercial use only and that you may download such material and content onto only one computer hard drive for such purpose. Any other use of the material and content of the Website is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.
The Website is Copyright, The HELLTAP ENTERTAINMENT LTD. All rights reserved.
WE MAKE NO WARRANTIES, WHETHER EXPRESS OR IMPLIED IN RELATION TO THE ACCURACY OF ANY INFORMATION WE PLACE ON THE WEBSITE. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR ENDORSEMENT. UNLESS SPECIFIED IN SEPARATE TERMS AND CONDITIONS RELATED TO A PARTICULAR PRODUCT OR SERVICE, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN RELATION TO THE WEBSITE, OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF (INCLUDING FREE SOFTWARE DOWNLOADS) INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, ACCURACY, CONDITION OR COMPLETENESS, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OR TRADE.
UNLESS SPECIFIED IN SEPARATE TERMS AND CONDITIONS RELATED TO A PARTICULAR PRODUCT OR SERVICE, WE MAKE NO WARRANTY THAT THE WEBSITE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF (INCLUDING FREE SOFTWARE DOWNLOADS) WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF (INCLUDING FREE SOFTWARE DOWNLOADS) ARE FREE OF VIRUSES OR BUGS OR ARE FULLY FUNCTIONAL, ACCURATE, OR RELIABLE. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF CONTENT OR MATERIAL AS A RESULT OF UPLOADING TO OR DOWNLOADING FROM THE WEBSITE.
YOU ACKNOWLEDGE THAT WE CANNOT GUARANTEE AND THEREFORE SHALL NOT BE IN ANY WAY RESPONSIBLE FOR THE SECURITY OR PRIVACY OF THE WEBSITE AND ANY INFORMATION PROVIDED TO OR TAKEN FROM THE WEBSITE BY YOU.
WE WILL NOT BE LIABLE, IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRE-CONTRACT OR OTHER REPRESENTATIONS (OTHER THAN FRAUDULENT MISREPRESENTATIONS) OR OTHERWISE OUT OF OR IN CONNECTION WITH THE WEBSITE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY US OR ON OUR BEHALF (INCLUDING FREE SOFTWARE DOWNLOADS) FOR ANY ECONOMIC LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS) OR ANY LOSS OF GOODWILL OR REPUTATION, OR ANY LOSS OR CORRUPTION OF DATA, OR ANY SPECIAL OR INDIRECT OR CONSEQUENTIAL LOSSES; IN ANY CASE WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATION OF EITHER OF US AT THE DATE ON WHICH THE EVENT GIVING RISE TO THE LOSS OCCURRED.
We will not be liable in contract, tort or otherwise if you incur loss or damage connecting to the Website through a third party’s hypertext link.
Notwithstanding any other provision in the Conditions, nothing shall limit your rights as a consumer under English law where or insofar as such rights cannot be derogated from by contract.
Nothing in the Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our servants, agents or employees.
If any part of the Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these Conditions and shall not effect the validity and enforceability of any of the remaining provisions of the Conditions.
Nothing shall be construed as a waiver by us of any preceding or succeeding breach of any provision.
These Conditions and documents referred to herein (as amended from time to time) contain the entire agreement between you and us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between you and us in relation to such matters. No oral explanation or oral information given by either of us shall alter the interpretation of these Conditions. You confirm that, in agreeing to accept these Conditions, you have not relied on any representation save insofar as the same has expressly been made a representation in these Conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not become a term of these Conditions save that your agreement contained in this Clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of these Conditions.
These Conditions will be exclusively governed by and construed in accordance with the laws of England and Wales whose Courts will have exclusive jurisdiction in any dispute, save that we have the right, at our sole discretion, to commence and pursue proceedings in alternative jurisdictions.
You may send us notices under or in connection with these Conditions by post to Helltap Studios, 5 Goulton RD, London, E5 8HA, United Kingdom or by email to email@example.com. As proof of sending does not guarantee our receipt of your notice, you must ensure that you have received an acknowledgement from us, which should be retained by you.
RULES FOR THE USE OF HELLTAP’S FORUMS
Helltap’ Online Services are not actively monitored and Helltap is not responsible for the content of any messages that are posted. Helltap has the right, but not the obligation, to monitor any activity and content associated with the Online Services. Helltap does not vouch for or warrant the accuracy, completeness, or usefulness of any message. The messages express the views of the author of the message, not the views of Helltap. Helltap reserves the right, in its sole discretion, to edit, delete, or refuse to post any message or thread for any reason whatsoever.
Any user who feels that a posted message is objectionable should contact Helltap by sending an email to firstname.lastname@example.org
You agree that you will not upload, post, email or otherwise transmit any material that may infringe any person or entity’s intellectual property rights (including patents, trademarks, trade secrets, copyright or other intellectual or other property right).
You agree not to upload, post, email or otherwise transmit any material which (a) is defamatory, libellous, disruptive, threatening, invasive of a person’s privacy, harmful, abusive, harassing, obscene, hateful, or racially, ethnically or otherwise objectionable; or that otherwise violates any law, (b) contains software viruses or any other computer codes, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, (c) may infringe any person or entity’s intellectual property rights (including patents, trademarks, trade secrets, copyright or other intellectual or other property right). By posting any material, you confirm, represent and warrant that you have the lawful right to distribute and reproduce such material.
By posting any material, you confirm, represent and warrant that you have the lawful right to distribute and reproduce such material.
You will not impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.
You agree not to repeatedly post the same or similar message (“flooding”) or post excessively large or inappropriate images.
Without Helltap’ written permission you will not distribute or publish unsolicited promotions, advertising or solicitations for funds, goods or services, including but not limited to, junk mail, spam and chain letters.
Postings to Online Services become public information. You should be very careful about posting personally identifiable information such as your name, address, telephone number or email address. If you post personal information online, you may receive unsolicited messages from other users in return.
Helltap reserves the right to issue warnings, suspend or terminate the registration of users who refuse to comply with these rules. Helltap may modify these rules from time to time and such modifications will be effective and binding on you when posted online.
You will remain solely liable for the content of any messages or other information you upload or transmit.
By using Helltap’ Online Services, you grant Helltap the royalty-free, perpetual, irrevocable, non-exclusive and fully sub licensable right and license to use, reproduce, modify, edit, adapt, publish, translate, create derivative works from, distribute, perform and display the content you post to publicly accessible areas of the Helltap.com site.
Helltap may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, removing posted content and/or reporting any activity that is suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.
Recognising the global reach of the internet, you agree to comply with all local rules regarding online conduct and acceptable content.
WE TAKE PRECAUTIONS WITH CUSTOMER INFORMATION AND PERSONAL DATA, HOWEVER, EXCEPT IN THE CASE OF DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE, WE DO NOT ACCEPT RESPONSIBILITY FOR ANY LOSS OR DAMAGE RESULTING FROM ANY SECURITY BREACHES THAT MAY OCCUR.
Last updated [3 August] 2014
Helltap respects your privacy. This document explains our policy relating to your personal data that is provided to us. ‘Helltap’ is the trading name of The HELLTAP ENTERTAINMENT LTD whose registered office and headquarters are at Helltap Entertainment LTD, 5 Goulton RD, London, E5 8HA, United Kingdom. The website is www.helltap.com (the “Site”). By using this Site you agree:
that all personal data that you supply to us will be true, complete and accurate in all respects;
to notify us immediately of any changes to that personal data; and
We will deal with your personal data in compliance with current UK data protection legislation. Please note this Policy applies only to the Site and not to other companies’ or organisations’ websites to which we may link. Personal data will be collected, processed and used by Helltap for the purposes of providing Helltap’ services and products to you and the other purposes mentioned below.
Your personal data
We may collect the following information about you:
your name, address, telephone number, e-mail address and location;
transaction information, including credit card / payment details, relating to transactions you enter into with us and with others (such as online sellers) through the Site;
registration and usage information (including account details and passwords);
information about your visits to our Site (including traffic data, location data, weblogs, browsing history, clickstream data and date/time stamps) (collected automatically when you visit);
information about your device (including device ID, device type and model, operating system and software types and versions, language, browser type and display type, MAC address and bundle ID) (collected automatically when you visit);
demographic and profile data; and
details of correspondence with you (including any comments or feedback provided by you about our Site).
We may use the information that we collect about you for the following purposes:
providing and managing the services that we offer, including where you register for the same;
allowing you to participate in our Site features and activities;
transaction processing (including administering the purchasing process, checking your credit status and payment information and fulfilling purchase obligations);
account verification and clearance;
letting you know about products and services that may be of particular interest to you. With your permission we may also provide you with information from third parties that we think may be of interest to you. If you would rather not receive this information, please send an e-mail to: email@example.com;
administering surveys and opinion polls. Participation is always voluntary and on occasion we may offer an opportunity to win prizes as a thank you for your time and effort;
managing Helltap’ competitions and/or promotions and your registration for the same. Our competitions and promotions may be subject to additional terms and conditions (which may also involve how we handle your personal data). You should read any applicable terms and conditions before entering our competitions or promotions;
analytics. Our success relies on us producing games that our customers want to play. To help us to ensure we make the very best games we may from time to time analyse the data that we hold to find out what is most likely to appeal to individual customers and web-site users;
business and website analysis and improvement;
on-Site and in-app advertising and promotion of our goods and services and those of our service providers and trusted third parties; and
website and system administration
We do not knowingly collect personal data from or about children under 13 years of age. If you are under 13 years old, you must not provide any information about yourself or your friends via this Site (including your name, address, telephone number, e-mail address or any screen name or user name you may use).
You are responsible for all use made of the Site via your device. If we learn or have reason to believe that we have collected or received personal data from or about a child under 13 without verified parental consent, we will delete that information and may take action to prevent any further information being collected about them (including restricting access to and/or use of the Site from your device). If you believe we might have any information from or about a child under 13 years old, please contact us at using the contact details below.
Data transfers and security
Because the Internet infrastructure is global, the information you provide may be transferred outside the European Economic Area (“EEA”) to countries that do not have similar data protection legislation. By submitting your information you consent to these transfers.
Helltap has implemented measures to keep your personal data secure. However, we cannot guarantee that the personal data that is transmitted via the Internet is totally secure. Sharing your personal data via the Internet is done at your own risk.
If you are a registered user, you are responsible for keeping your password confidential. You should not share your password with anyone.
Sharing your personal data
We may share your personal data with our service providers for the purposes outlined in this policy. Our service providers include tech entities that provide Helltap with software development kit (“SDK”). The SDK developers that we use include:
Chartboost, Inc.. To find out more about Chartboost’s services, please visit their website: https://www.chartboost.com/; and
Tapjoy. To find out more about Tapjoy’s services, please visit their website: http://www.tapjoy.com/.
These service providers may also handle your personal data in accordance with their own privacy policies. Before submitting any information via the Site, you should take a look at these web links to make sure you are comfortable with the way your personal information will be used. By using the Site, you consent to the use of your personal information by these service providers as outlined in their respective privacy policies.
Your information may be shared with advertisers to provide you with targeted and relevant advertising. Aggregate information about users may be provided to third parties: this will not identify you individually to those third parties.
We will not rent or sell your personal information without your permission (other than as part of a sale of the whole or a substantial part of the assets of Helltap).
Helltap may also disclose your personal data if it believes such action is necessary to:
conform with a legal requirement or request from an appropriate law enforcement organisation or comply with the legal process;
to enforce the terms and conditions of our Site or any other agreement; or
protect and defend the rights or property of Helltap, or the interests of its users and or any third parties.
It is important for you to let us know if you think that the data we have about you is inaccurate or incomplete. You may remove, change or modify information from our database by emailing: firstname.lastname@example.org. You may also contact us at this email address if you wish to exercise your right to access your personal data. We may make a small charge for this service.
Helltap Entertainment LTD, 5 Goulton RD, London, E5 8HA, United Kingdom.
They allow us to recognise and count the number of visitors and see how visitors move around our sites when they are using them. Read more about the individual analytical cookies we use and how to recognise them at www.helltap.com/cookies. Although we cannot identify individuals from this information, once you choose to furnish the site with personally identifiable information, this information may be linked to the data stored in the cookie.
The European Union Directive on Privacy and Electronic Communications 2003, as amended by the Privacy and Electronic Communications (Amendment) Regulations 2011 (the “Directive”), recognises that cookies are a “legitimate and useful tool” for many activities, including verifying the identity of website users. The Directive makes it compulsory for websites to inform users if cookies are being used (which is exactly what we are doing here!), and to provide some information on how cookies are used.
You can find more information on this subject at www.allaboutcookies.org. Lastly, the Directive places an obligation on websites to make users aware that they can set their computers to reject cookies. You can do this by activating a setting in your internet browser to reject all cookies, or to notify you when a cookie is set. You can find instructions on how to do this at www.allaboutcookies.org/manage-cookies/.
HELLTAP ACCOUNTS NAMING POLICY
When selecting a display name for a Helltap Account, online game, service, character, team name or object, please be aware of the following restrictions that are NOT appropriate for use:
Names of historical or religious significance.
Common names or references to drug related substances, culture or paraphernalia.
Sexually explicit, defamatory, obscene, racially or ethnically offensive names or slang.
Globally popular registered trademark names of products, goods, materials or services.
Names likely to cause harm, mockery or imitation of Helltap, its employees, partners or third-party agents, or which are defamatory towards or may cause offence or harm to any such organisation or any person employed by them.
Names causing mockery or imitation of any Helltap in-game personality or character.
Misspelled variations or homonyms of any of the above rules.
In certain Helltap online games, it may be possible for you to purchase a rename for one or more of your avatars via the game shop. Should you choose to do this then all of the above policies still apply. Should Helltap change the name of an avatar in violation of the above policy as a result of a shop purchase no reimbursement of the purchase price will be given.
Naming Policy Enforcement
If any of your display names, or game avatars are in violation of any of the above naming rules, the Helltap Accounts Support Team reserves the right to either:
Change the name to a more suitable alternative. Helltap will not engage in any dialogue regarding further changes to renamed avatars and the decision of the Helltap Accounts Support team will be final.
Temporarily suspend or permanently ban, without notice, your account.
HELLTAP TERMS OF SERVICE FOR APPLICATIONS DOWNLOADED FOR IOS DEVICES THROUGH THE APPLE STORE
1.1 This is a legal agreement between you and The HELLTAP ENTERTAINMENT LTD (“Helltap”, or “we”).
1.2 The games, products and services (collectively, “Applications”), including any updates of such Applications, that we provide to you via mobile application stores (each “the Store”), operated by Apple, Amazon, Google, Facebook and/or Samsung (each, as applicable, the “Store Operator”), are subject to the following Terms of Service (“Terms of Service”). We reserve the right to modify and update these Terms of Service at any time with or without notice to you. Such modifications and updates shall be effective upon your first use of the Application(s) after Helltap makes them available for your review. These Terms of Service are in addition to and do not replace the End User Licence Agreement that accompany a download of a Helltap’ game (the “EULA”) from the Store.
1.3 Users are responsible for regularly reviewing these Terms of Service. The most current version of the Terms of Service can be reviewed by clicking on the “Terms of Service” hypertext link on the Store. If you do not agree to these Terms of Service or any changes or updates, your only remedy is not to use the Application. Your continued use of the Application after a change or update has been made to the Terms of Service will constitute your acceptance of such change or update.
1.4 If you violate our Terms of Service, we may issue you a warning about the violation, or we may choose to immediately terminate or suspend any and all accounts that you have established. You acknowledge that Helltap is not required to provide you notice before terminating or suspending your account, but it may choose to do so.
1.5 Helltap reserves the right to deny, in its sole discretion, any user access to the Application(s) without notice for any or no reason (including, without limitation, for violation of these Terms of Service).
2. SETTING UP YOUR USER ACCOUNT
2.1 If any of the Applications require you to open an account, you must complete the registration process by providing us with current, complete and accurate information (including your email address) as prompted by the applicable registration form. If you access any of the Applications through Facebook, your account will automatically be completed with your Facebook ID, your Facebook user display name and your Game Centre ID.
2.2 You may also be asked to choose a password and a user/account name. You may not use a login name or Game Centre ID that is used by someone else, is vulgar, offensive or otherwise violates (as determined by Helltap in our sole discretion) any applicable Helltap or game specific naming policy, infringes any trademark or other proprietary rights of others, or is used in any way that violates the Terms of Service.
2.3 You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Helltap immediately of any unauthorised use or theft of your account or any other breach of security (and to provide properly documented evidence as reasonably requested by Helltap).
2.4 We will not be liable for any loss that you may incur as a result of someone else using your password or otherwise accessing your account, either with or without your knowledge. However, you will be liable for losses incurred by Helltap or another party due to someone else using your account or password. You may not use anyone else’s account at any time.
3.1 Your membership or subscription is personal to you. You may not share the account with anyone else, except that if you are a parent or guardian, you may permit one (1) minor child to use your account when not in use by you. You acknowledge and agree that your account details may not be transferred (whether for monetary consideration or not) to anyone else. Any distribution or transfer by you of your account name and password will result in cancellation of your subscription without refund and additional charges based on unauthorised use.
3.2 Although Applications or Store Operators may offer a feature that allows you to “remember” your password and thereby bypass the password protection, this feature makes it possible for third parties to access your account and user name. Use of this password bypass feature and any consequences thereof will be at your own risk.
3.3 Helltap will take all reasonable and practical steps to ensure the security of your account and information provided by you in relation to your use of the Applications. Helltap will comply with all relevant requirements of the Data Protection Act 1998 in relation to all user information provided either by you or the relevant Store Operator in connection with your account or use of the Applications.
3.4 You understand that system specifications necessary to access Applications may continuously evolve over time. Accordingly, Helltap reserves the right to modify and/or increase the system specifications necessary to access the Application(s) at any time and without prior notice.
4.1 You may obtain in-game currency (“Points”) for use in connection with an Application, either by making progress within the Application or through purchasing Points from the Store. You hereby agree to pay any and all charges incurred by the purchase of Points from your account, including taxes, in accordance with these Terms of Service and the billing terms for access to the Store that are in effect at the time that the charge becomes payable.
4.2 These points may be used, at Helltap’ discretion, to exchange for virtual goods, services and improvements within an Application. Points are not your personal property and have no monetary value. Helltap and/or the Store Operator may restrict or terminate your ability to acquire or redeem Points at its sole discretion and you acknowledge you have no rights in, or to any points whether these are related to your account or not.
4.3 Helltap and/or the Store Operator reserve the right to delete Points from your account for any reason, including, without limitation, your failure to comply with this Agreement.
4.4 Helltap and/or the Store Operator reserve the right to discontinue, modify or remove from your account any services, virtual goods or improvements offered by Helltap and such services, virtual goods or improvements offered by Helltap in exchange for Points may be discontinued, modified or removed from your account at any time in its sole and absolute discretion.
4.5 Helltap and/or the Store Operator may discontinue the Points program at any time, and Helltap and/or the Store Operator has no obligation to continue making offers available for the redemption of Points. Points are non-transferable and non-exchangeable, and any purported transfer or exchange of Points with an entity other than the Store Operator is null and void. The Store Operator may restrict the award or use of Points based on your country of residence or other factors.
5. FEES CHARGED BY THIRD-PARTY SITES
5.1 Helltap and/or the Store Operator may provide links to other web sites. Some of these web sites may charge separate fees. Helltap may also provide access to third-party vendors who provide content, goods and/or services on the Internet. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility. Helltap makes no representation or warranty regarding any content, goods and/or services provided by any third-party.
6. LIMITATIONS ON YOUR USE OF THE APPLICATION
6.2 You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, adapt, translate, transfer, buy, auction, rent, lease, loan or sell any game assets (including, without limitation, your account, characters, housing, items, credits, currency, coin or any other virtual in-game items or other materials appearing in or generated by the Application), information, software, products or services obtained from the Application, without the express written consent of Helltap. You hereby acknowledge and agree that you have no proprietary interest in any account, characters, housing, items, credits, currency, coin or any other virtual in-game items or any other materials appearing in or generated by the Application. You may not use any software or hardware that reduces the number of users directly accessing or using the Applications. You further agree not to create or provide any means other than through the Store by which Helltap’ Applications may be accessed – for example, through mirror sites or server emulators.
6.3 As a condition of your use of the Application, you will not use the Application for any purpose that is unlawful or prohibited by the terms, conditions, and notices included in these Terms of Service or the EULA. You may not use the Application in any manner that could damage, disable, overburden, or impair the operation of the Store, any Helltap server, the network(s) connected to any Helltap server, or interfere with any other party’s use and enjoyment of any Application. You may not attempt to gain unauthorised access to any services, other accounts, computer systems or networks connected to any Helltap server, the Store or to any of the Applications, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Applications. You may not reverse engineer, decompile or disassemble any Software, including any proprietary communications protocol used by such Software.
7. RULES OF CONDUCT
7.1 The Applications may contain e-mail services, bulletin board services, chat areas (text and voice), news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (the “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. Helltap has no obligation to monitor the Communication Services. However, Helltap reserves the right to review materials posted to the Communication Services and to remove any materials at any time, without notice, for any reason and in its sole discretion. Helltap reserves the right to terminate or suspend your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. You acknowledge that chats, postings, conferences and other communications by users are not controlled or endorsed by Helltap, and such communications shall not be considered reviewed, screened or approved by Helltap. Statements made in forums, conferences, bulletin boards and chats reflect only the views of their authors. Helltap specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services. Managers and hosts are not authorised Helltap spokespersons, and their views do not necessarily reflect those of Helltap.
7.2 You acknowledge and agree that your communications with other users via the Communications Services are public and not private communications, and that you have no expectation of privacy concerning your use of these Communications Services. You acknowledge that personal information that you communicate on the Communications Services may be seen and used by others and result in unsolicited communications; therefore, we strongly encourage you not to disclose any personal information about yourself in your public communications on the Application. Helltap is not responsible for information that you choose to communicate to other users via the Communications Services, or for the actions of other users.
7.3 Helltap reserves the right at all times to disclose any information or materials found on the Communications Services as Helltap deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any such information or materials, in whole or in part, in Helltap’ sole discretion.
7.4 In furtherance of the foregoing, and by way of example and not as a limitation, you agree that you may not access or use the Applications and/or related Communication Services, in order to:
7.4.1 Use such Applications in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, unsolicited messages (whether commercial or otherwise) or distributed denial of service attacks;
7.4.2 Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (including but not limited to rights of privacy and publicity) of others;
7.4.3 Publish, post, upload, transmit, distribute or disseminate Content that is harmful, abusive, vulgar, sexually explicit, defamatory, libellous, obscene, infringing, embarrassing, unwanted, invasive of another’s right of privacy or publicity, hateful or racially, ethnically or, in a reasonable person’s view, otherwise offensive or objectionable;
7.4.4 Use, upload, transmit, distribute or otherwise make available any material or information, including images or photographs, which are made available through such Applications in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
7.4.5 Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Application or other users’ computer;
7.4.6 Except as expressly authorised by Helltap, advertise or offer to sell or buy any goods or services for any purpose, unless the Application specifically allows such messages;
7.4.7 Falsify, delete or disable any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
7.4.8 Restrict or inhibit any other user from using and enjoying the Applications. For example, disrupting the flow of chat in chat rooms with vulgar language, abusiveness, hitting the return key repeatedly, inputting excessively large images so the screen goes by too fast to read, use of excessive SHOUTING (all caps) in an attempt to disturb other users, “spamming,” or flooding (continuous posting repetitive text), are prohibited;
7.4.9 Collect in any way personal information about others, including e-mail addresses, or use such information to send unsolicited emails;
7.4.10 Violate any applicable laws or regulations, or promote or encourage any illegal activity including, without limitation, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Applications or the Software;
7.4.11 Impersonate or create a false identity (including but not limited to identities such as a celebrity or Helltap representative) for the purpose of misleading others;
7.4.12 Use, download or otherwise copy or provide (whether or not for a fee) to a person or entity any directory of users of such Applications or other user or usage information or any portion thereof;
7.4.13 Attempt to get a password, other account information, or other private information from a member or any other user of such Applications;
7.4.14 Improperly use in-game support or complaint buttons or make false reports to Helltap administrators;
7.4.15 Use, develop or distribute “auto” software programs, “macro” software programs or other “cheat utility” software programs or applications in violation of the applicable Licence Agreements;
7.4.16 Use a bulletin board or other Communications Service in any manner other than for personal communication as an individual user (i.e. not as a corporation or other entity);
7.4.17 Use the Applications or Software to resell or make any commercial use of Helltap’ websites, Applications or Software, or otherwise commercially exploit the same, without the prior express written consent of Helltap;
7.4.18 Use the Applications for fraudulent transactions including, without limitation, in-game virtual transactions; or
7.4.19 Sell, buy, or transfer access to your account.
7.5 You will not exploit, distribute or publicly communicate any game error, miscue or bug which gives an unintended advantage.
7.6 Where applicable each user will either select a character name or allow Helltap to automatically select a character name at random. Users may form “guilds” and such guilds will be required to choose a name for such guild. Whether users create a character name, create a guild, or otherwise create a label that can be used by players of Helltap’ games, users will abide by the following guidelines contained in these Terms of Service. Users will not use a name which (a) belongs to another person with the intent to impersonate that person; (b) contains, or is substantially similar to a trademark or service mark, whether registered or not; (c) that incorporates a ‘swear’ word or is otherwise offensive, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (d) belongs to a popular culture figure, celebrity or media person; (e) belongs to any religious figure or deity; (f) comprises gibberish; (g) in any way infringes these Terms of Service.
8. USER CONTENT
8.1 By “Content,” we mean the software, communications, images, sounds, user Facebook IDs, Facebook user display names, Game Centre IDs and all the material and information you see on the Applications, whether provided by Helltap or by users of the Application. Helltap does not pre-screen all Content. You bear the entire risk of the completeness, accuracy or usefulness of Content found on the Application.
8.2 Strong or vulgar language, crude or explicit sexual references, discussions of illegal drugs, and hate speech are always inappropriate Content for the Applications. Content standards may vary depending on the type of game you are playing and the expectations of the community. Some game play and chat rooms may involve use of stronger language than others.
8.3 Helltap representatives may monitor your communications through the Applications. But we cannot monitor all of the Content on the Applications, and we do not attempt to do so. If you encounter something you find objectionable and in violation of these Terms of Service or the applicable Licence Agreement, you can report it to the game support or community relations contact for the area in which the incident occurred. Helltap does not endorse, approve, or pre-screen any Content that you or other third parties communicate on the Applications. Helltap does not assume any responsibility or liability for Content that is generated by members or other guests on the Applications.
8.4 Helltap and its designees shall have the right, but not the obligation, in their sole discretion to edit, refuse to post, or remove any Content posted in any Application. Without limiting the foregoing, Helltap and its designees shall have the right to remove any Content that is in violation of the provisions hereof or otherwise objectionable.
8.5 You acknowledge and agree that all characters created and items acquired and developed as a result of game play are part of the Application and applicable game Software and are the sole property of Helltap and/or its licensors. You acknowledge that: (i) such Applications and Software permit access to Content that is protected by copyrights, trademarks, and other proprietary rights owned by Helltap, and/or its licensors (collectively, “Rights”), and (ii) these Rights are valid and protected in all media existing now or later developed, and (iii) except as is explicitly provided otherwise, your use of Content shall be governed by the copyright laws of England and Wales and other applicable laws. You agree that you may upload or otherwise transmit on or through the Application only Content that is not subject to any third-party Rights, or Content in which any holder of Rights has given express authorization for distribution on the Application. If and to the extent you are deemed to have retained, under applicable law, any right, title or interest in or to any portion of the Content, you hereby transfer, grant, convey, assign and relinquish solely and exclusively to Helltap and/or its licensors all of your right, title and interest in and to the Content, without reservation and without additional consideration, under applicable patent, copyright, trade secret, trademark and other similar laws or rights, in perpetuity, and in the alternative to the extent such assignment is ineffective under applicable law, you hereby grant to Helltap and/or its licensors, their successors and assigns, the sole and exclusive, irrevocable, sublicensable, transferable, worldwide, paid-up licence to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice the Content all modified and derivative works thereof, all portions and copies thereof in any form, all inventions, designs, and marks embodied therein, and all patent, copyright, trade secret, trademark and other intellectual property rights thereto, and/or to incorporate the same in other works in any form, media, or technology now known or later developed. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in the Content.
9.1 By subscribing to our newsletter(s), subscribers understand they may receive periodic information regarding current and future Applications offered by Helltap. In addition, such subscribers may be automatically entered into future contests and sweepstakes for subscribers as long as they meet the applicable eligibility requirements, and also agree to all rules and conditions of those contests and sweepstakes. You may unsubscribe from any of these services at any time by following the procedures made available with the applicable services.
10.1 The Applications, including, without limitation, all Software and Content, contain copyrighted material, trademarks and other proprietary information (including, without limitation, images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software and character data). The entire contents of the Applications and each area contained therein are copyright protected as a collective work under the laws of England and Wales. Helltap owns the copyright in the selection, coordination, arrangement and enhancement of such content. You acknowledge that Helltap, and/or its licensors remain the owners of all right, title, and interest, including copyright and other intellectual property rights, in and to all materials posted on the Applications by Helltap and derivative works thereof, and that you do not acquire any of those ownership rights by downloading or otherwise accessing such materials.
11. JURISDICTIONAL ISSUES AND EXPORT CONTROL LAWS
11.1 The Applications are provided by Helltap from its offices within the United Kingdom. Helltap makes no representation that Software and other materials available through the Applications are appropriate or available for use in other locations. Those who choose to access the Applications from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
11.2 You agree to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content or any Software or other materials subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorisation.
12. TERMINATION OF ACCOUNT
12.1 Helltap and/or the Store Operator has the right to terminate or suspend, and you have the right to cancel, your account(s) at any time. You understand and agree that, except as expressly provided by law, the cancellation of your account is your sole right and remedy with respect to any dispute with Helltap. This includes, but is not limited to, any dispute related to, or arising out of: (1) these Terms of Service or our enforcement or application of these Terms of Service; (2) the Applications available through the Store or any change in such content; or (3) your ability to access and/or use the Applications.
12.2 You can cancel your account(s) or an Application by following the procedures made available with the applicable service. In the event that your account is terminated, suspended or cancelled, no refund will be granted; no Points will be credited to you or converted to cash or other form of reimbursement, and you will have no further access to your account or anything associated with it. If your account is terminated or suspended by Helltap, Helltap shall have the right to terminate or suspend any of your other account(s).
13. SERVICE AVAILABILITY
13.1 We do not guarantee that the Store and/or any Application will be available at all times, in all countries and/or geographic locations, or at any given time or that the Store will continue to offer particular Applications for any particular length of time. We reserve the right to end any Applications without notice, at our sole discretion. If the Applications are terminated, then no Points will be credited to you or converted to cash or other form of reimbursement, and you will have no further access to your account or anything associated with it.
14. LINKS TO THIRD-PARTY SITES
14.1 Links from the Application or the Store to third party sites are not controlled by Helltap and may collect data or solicit personal information from you. To the maximum extent permissible by law, Helltap is not responsible for such linked sites, Content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. The inclusion of any link does not imply an endorsement by Helltap or the Store Operator of such linked sites.
15. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
15.1 To the maximum extent allowed by law, neither Helltap nor its affiliates, subsidiaries, officers, directors, stockholders, employees, licensors, distributors, sublicensees, agents or subcontractors (collectively, the “Helltap Parties”) warrant any connection to, transmission over, or results or use of, any network connection or facilities provided (or failed to be provided) through the Applications. You are responsible for assessing your own computer and transmission network requirements and evaluating the results to be obtained therefrom.
15.2 You expressly agree that the use of the Application and the internet is at your sole risk. The Application and Software, and any other third-party services and products such as the Store, are provided on an “as is” and “as available” basis for your use, without warranties or conditions of any kind, either express or implied, unless such warranties or conditions are legally incapable of exclusion. Helltap provides the Applications on a commercially reasonable basis and does not warrant that you will be able to access or use the Applications at times or locations of your choosing. The Helltap Parties assume no responsibility for any damages suffered by you, including, but not limited to, loss of data, game play, items or characters from delays, non-delivery, errors, system down time, incorrect delivery or interruptions caused by the Helltap Parties, or by your or any other user’s own errors and/or omissions.
15.3 You acknowledge and agree that to the maximum extent permissible by law the Helltap Parties are not liable for any act or failure to act by them or any other person regarding conduct, communication or content on the Application or use of the Software. You acknowledge and agree that your sole and exclusive remedy for any dispute with Helltap is to stop using the service, and to cancel your account(s). In no case shall the liability of the Helltap Parties to you exceed the amount that you paid for the Application giving rise to any such liability. In no case shall the Helltap Parties be liable for any special, incidental, indirect, punitive or consequential damages arising from your use of the Application or Software, the internet or for any other claim related in any way to your use of the Application or interactions with Helltap. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Helltap and the Helltap Parties shall be limited to the fullest extent permitted by law. Helltap does not endorse, warrant or guarantee any third-party product or service offered through the Store or the Store Operator and will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
15.4 The Helltap Parties make no representations about the suitability of the information contained in the documents and related graphics published as part of the Application for any purpose.
15.5 The documents and related graphics published in relation to the Application could include technical inaccuracies or typographical errors. The Helltap Parties may make improvements and/or changes in the product(s) and/or service(s) described in these Terms of Service at any time.
16.1 These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. You hereby submit to the exclusive jurisdiction of the courts of England and Wales.
16.2 Helltap may assign these Terms of Service, in whole or in part, at any time. Helltap’ performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms of Service is in derogation of Helltap’ right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Application or information provided to or gathered by Helltap with respect to such use.
16.3 You agree to indemnify and hold Helltap harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third-party due to or arising out of your use of or conduct in relation to the Applications.
16.4 If any part of these Terms of Service are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty, disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service shall continue in effect.
16.5 These Terms of Service, including the documents expressly incorporated by reference, constitute the entire agreement between you and Helltap with respect to the Applications and such agreements supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and Helltap with respect to the Applications.
16.6 You represent that you have not relied on any such communications in choosing to accept these Terms of Service. A printed version of these Terms of Service and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Helltap’ failure to enforce at any time any of the provisions of these Terms of Service or related Licence Agreements shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by Helltap of any provision, condition or requirement of these Terms of Service or related Licence Agreements shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
16.7 Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Helltap shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Helltap. All notices given by you or required under these Terms of Service shall be in writing and addressed to: The HELLTAP ENTERTAINMENT LTD, 5 Goulton RD, London, E5 8HA, United Kingdom. Helltap may give notice to you by means of a general notice on the Application, electronic mail to your e-mail address on record in Helltap’ account information, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record in Helltap’ account information.
END USER LICENCE AGREEMENT (“EULA”)
Important – read carefully
The accompanying Application for your smart phone and/or tablet device (which includes mobile software program, the media and related documentation in printed or electronic form) which you have accessed via mobile application stores (the “Store”) operated by Apple, Amazon, Facebook, Google and/or Samsung (each, as applicable, the “Store Operator”) is licensed to you on the terms set forth below, which constitutes a legal agreement between you and the HELLTAP ENTERTAINMENT LTD (“Helltap”). Helltap are solely responsible for the Application and its content. By installing or otherwise using the Application, you agree to be legally bound by the terms of this agreement with Helltap. If you do not agree to the terms of this agreement, you are not authorised to use the program and you should remove the Application from any devices on which you have installed the Application.
1. The Application is protected by the copyright laws of England, international copyright treaties and conventions and other laws. The program is licensed, and not sold, and this agreement confers no title or ownership to the Application or any copy thereof.
2. LIMITED USE LICENCE. Helltap grants you the non-exclusive, non-transferable, limited right and licence to use the Application on any iOS device including without limitation an iPhone, iPod touch or iPad (“Apple Device”) that you own or control and as permitted by the usage rules set forth in the Apple Store terms of service.
3. OWNERSHIP. All intellectual property rights in and to the Application (including but not limited to video, audio and other content incorporated therein) and title to any and all copies thereof are owned by Helltap or its licensors, and you receive no right or interest therein other than the limited licence in paragraph 2 hereof.
4. YOU SHALL NOT:
(i) Copy the Application;
(ii) Sell, rent, lease, license, distribute or otherwise transfer or make available to any other person the Application, in whole or in part, or use the Application or any part thereof in any commercial context;
(iii) Reverse engineer, derive source code, modify, decompile, disassemble, or create derivative works of the Application, in whole or in part; or
(iv) Remove, disable or circumvent any proprietary notices or labels contained on or within the Application.
5. MAINTENANCE AND SUPPORT. You agree that Apple, Inc. (“Apple”) has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
6. WARRANTIES. No warranty of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, and no other representations or claims of any kind shall be binding on or obligate Helltap.
7. PRODUCT CLAIMS. You agree that Apple are not responsible for addressing any of your claims, or the claims of any third party, relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirements; and (iii) claims arising under consumer protection or similar legislation.
8. INTELLECTUAL PROPERTY RIGHTS: You agree that, in the event of any third party claim that the Application or your use or possession of the Application infringes that third party’s intellectual property rights we, and not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
9. LIMITATION ON DAMAGES. In no event will Helltap be liable for special, incidental or consequential damages resulting from possession, use or malfunction of the Application or associated activities, including damages to property, loss of goodwill, computer failure or malfunction and, to the extent permitted by law, damages for personal injuries, even if Helltap has been advised of the possibility of such damages. Helltap’ liability shall not exceed the actual price paid for the licence to use the Application. Some states/countries do not allow limitations on how long an implied warranty lasts and/or the exclusion or limitation of incidental or consequential damages, so the above limitations and/or exclusion or limitation of liability may not apply to you. This warranty gives you specific legal rights, and you may have other rights which vary from jurisdiction to jurisdiction. Should the Application fail to conform to any applicable warranty, you may notify the Store Operator and receive a refund of the price paid for the Application. To the maximum extent permitted by law, the Store Operator will have no other warranty obligation whatsoever in respect of the Application.
10. TERMINATION. Without prejudice to any other rights of Helltap, this Agreement will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Application and all of its component parts.
11. INJUNCTION. Because Helltap would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that Helltap shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as Helltap may otherwise have under applicable laws.
12. INDEMNITY. You agree to indemnify, defend and hold Helltap, its partners, affiliates, contractors, officers, directors, employees, agents and the Store Operator harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the Application pursuant to the terms of this Agreement.
13. LEGAL COMPLIANCE. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
14. THIRD PARTY BENEFICIARY: You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary thereof.
15. MISCELLANEOUS. This Agreement represents the complete agreement concerning this licence between the parties and supersedes all prior agreements and representations between them. We reserve the right to modify this Agreement at any time, and notify you accordingly. Your continued use of the Application will signify your acceptance of any such changes to this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and you consent to the exclusive jurisdiction of the courts