Terms of Use

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. THESE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION (WITH ONLY LIMITED EXCEPTIONS). BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE. WE REQUIRE ALL USERS TO BE AT LEAST 18 YEARS OLD. IF YOU ARE AT LEAST 13 YEARS OLD BUT UNDER 18 YEARS OLD, YOU MAY ONLY USE OUR SERVICES THROUGH A PARENT OR GUARDIAN'S ACCOUNT AND WITH THEIR APPROVAL AND OVERSIGHT. THAT ACCOUNT HOLDER IS RESPONSIBLE FOR YOUR ACTIONS USING THE ACCOUNT. For purposes of these Terms, “Stash,” “we,” “us” or “our” means Fractal Wagmi Inc., a Delaware corporation, and “Publisher,” “user”, “you”, and “your” means you as the user of the Service.

Introduction

Welcome to Stash! We provide Services for game publishers and developers to launch and scale their own white labeled direct-to-consumer web shop. 

These Terms of Service (these “Terms”) govern your access to and use of the Stash website, our APIs, and any other software, tools, features, or functionalities provided on or in connection with our Services. Stash reserves the right to change or modify these Terms at any time in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service. By setting up a Publisher Account and using the Services, you agree to be bound by the rules set forth in these Terms which constitute a binding legal agreement between us.

Services

“Services” consist of: 

• our websites and all related subdomains (the “Site”);
• the proprietary software developed by Stash that helps game publishers and developers create their own shop (the “Stash Products”), and administer campaigns for player engagement and monetization (“Publisher Account”); and
• all other products and solutions offered by Stash.

License to Publisher

Subject to your continued compliance with these Terms, we grant you a personal, royalty-free, non-transferable, non-assignable, revocable and non-exclusive license to use the Site and Stash Products. This license is for the sole purpose of enabling you to use the benefit of the Products we provide, in the manner permitted by these Terms and any additional terms or guidelines. You may not reverse engineer or attempt to extract the source code of our software, unless you have our explicit written permission. Other terms may be subject to the independent license agreement made between the Publisher and Stash.

You shall not directly or indirectly: (i) create any service, software or documentation that performs substantially the same functionality as the Stash Products, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying a Stash Product, (iii) encumber, sublicense, transfer, distribute, rent, lease, time-share or use any part of the Services in any service bureau arrangement or otherwise for the benefit of any third party, (iv) adapt, combine, create derivative works of or otherwise modify any part of a Stash Product, or (v) use or allow the transmission, transfer, export, re-export or another transfer of any software, technology or information you obtain or learn pursuant to these Terms in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction. You promise not to use Stash Products for any purpose that is prohibited by these Terms or any other applicable law, rule or regulation.

License to Stash

If you submit, transmit, display, perform, post, or store any recommendation, idea, proposal, suggestion, feedback or another input (“Content”) using the Services, you grant Stash, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive and royalty-free right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content, including but not limited to promoting and redistributing part or all of the Services and derivative works thereof in any form, format, media or media channels now known or later developed or discovered. 

Intellectual Property Rights

We own and will continue to own all rights to our Site and the Stash Products and all related intellectual property rights, including all patent, copyright, trade secret, trademark or similar intellectual property rights throughout the world. Stash trademarks, service marks and logos (“Stash Marks”) are subject to copyright, trademark and other intellectual property rights under the United States and foreign laws and international conventions. Stash Marks must not be used, manipulated, copied, reproduced, transmitted, distributed, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever.

Representations, Warrenties, and Covenants

• Publisher represents and warrants that it has validly entered into the contract and has the legal power to do so. Publisher further represents and warrants that it is responsible for its conduct and compliance with the terms of these Terms and all other Stash terms and policies. 
• All actions performed in the Publisher Account shall be considered as actions performed by Publisher. Publisher is solely responsible for all activities conducted through its Account. In the event that a fraud, illegal act or another conduct that violates these Terms is discovered or reported that is connected with the Account, Stash may terminate the Account. Publisher shall immediately notify Stash of any unauthorized use of or access to Account, password, or another breach of security.
• The Publisher takes on all risks connected with the use of Publisher Account and associated Stash Products. Publisher have obtained all consents and permissions required under all applicable laws regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the Publisher Content and will adhere to all laws applicable thereto. 
• In no circumstances may Stash be considered as a “publisher” of any Publisher Content. Stash does not in any way endorse any Publisher Content and assumes no liability for any Publisher Content uploaded, posted, published and/or made available by any Publisher or any other party on and/or through the Publisher Account, for any use by any party or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any Publisher Content.
• PUBLISHER IS SOLELY RESPONSIBLE FOR THE PUBLISHER CONTENT UPLOADED ON AND/OR WITHIN THE PUBLISHER ACCOUNT. IN THE EVENT OF ANY DISPUTES, CLAIMS, VIOLATIONS OF THE RIGHTS OF THIRD PARTIES ARISING IN CONNECTION WITH THE POSTED CONTENT, THE PUBLISHER IS THE PARTY TO THE DISPUTE AND BEARS FULL RESPONSIBILITY FOR ITS OUTCOME, INCLUDING WITH REGARD TO DAMAGES AND COMPENSATION.

Third-party Services

The Publisher Account is integrated with various third party services, including analytical, payment and distribution services (“Third-Party Services”). The Publisher Account provides access to such Third-Party Services. All issues related to using such Third-Party Services shall be regulated by the respective Third-Party Service’s documents and shall be solved between such Third-Party Service’s owners and the Publisher independently. Our Site may contain links to third-party websites and services that are not owned or controlled by Stash, and we cannot control and will not be held responsible for the content, privacy policies or practices of any third-party websites or services.

Limitation of Liability

The Publisher Account, Stash Products and Stash’s services are PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. To the fullest extent permitted by the law in each applicable jurisdiction, Stash, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (a) errors, mistakes, or inaccuracies of or in any content; (b) any personal injury or property damage related to your use of the Publisher Account; (c) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (d) events beyond the reasonable control of Stash, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, epidemics/pandemics, explosions, war, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (e) loss of use, data, profits, goodwill, or other intangible losses resulting from the use or the inability to use the Publisher Account and any or all of Stash Products.

Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use, and share personal data about you. By submitting personal data through our Service, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.

By accessing the Site or using a Stash Product, you acknowledge and agree that Stash may keep records of your activities or content in accordance with the applicable data privacy legislation. Stash may also disclose these activities or content in connection with providing you with the Services if required to do so by the law or if we believe in the good faith that this action is reasonable and necessary to (a) comply with the law or legal process; (b) enforce these Terms; (c) respond to claims that your activities in connection with the Services violate the rights of third parties; or (d) protect the rights, property, or personal safety of Stash, its users, or the public.

In case the Publisher processes third parties’ personal data, the Publisher is solely responsible for complying with the appropriate measures for protection of personal data in accordance with the applicable law in the field of personal data protection.

Modifications to Services

We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result. In addition, Stash in its sole discretion may conduct periodic updating, maintenance, or repair of the Service, and as a result your access and use of the Service may be interrupted. The Service may also be interrupted for other reasons such as equipment malfunction or as a result of disruption of services provided by third parties.

Indemnification

The Publisher shall indemnify, defend, and hold harmless Stash, its affiliates and its and their respective employees, officers, directors, and agents from and against all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities and expenses (including reasonable attorneys’ fees) that arise from a third party’s claim arising out of or on account of or resulting from: (a) your violation of any term of these Terms; (b) your violation of any third-party right, including any intellectual property rights, access rights or privacy rights, resulting from your Publisher websites, Publisher Content, and/or your use of the Publisher Account; and/or c) any other type of claim that your Publisher websites or Publisher Content caused damage to a third party.

Term and Termination

These Terms are effective until terminated. Unless provided in a written agreement executed by the parties, either party may terminate these Terms at any time. Upon termination of these Terms for any reason, the provisions under the following titles will survive: Intellectual Property Rights, Indemnification, Limitation of Liability, Indemnification, Term and Termination, Arbitration, Waiver of Jury Trial, Governing Law, Severability and Injunctive Relief will survive. Termination of these Terms shall be without prejudice to any rights or liabilities accrued at the date of the termination. Once the termination comes into effect, all rights and licenses under these Terms shall terminate. Upon the termination of these Terms, Publisher shall cease all use of the Site and Stash Products. 

Arbitration

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Stash and limits the manner in which you can seek relief from us.

You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Stash, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim, except that you or Stash may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.

You and Stash both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to 1031 E Brandon BLVD #2468 Brandon FL 33511. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if Stash is represented by counsel, its counsel may participate in the Conference as well, but Stash agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement.

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to 1031 E Brandon BLVD #2468 Brandon FL 33511. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules then in effect; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures then in effect. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Waiver of Jury Trial

YOU AND STASH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Stash are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above.

Governing Law

These Terms and Publisher’s access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to conflict of law rules or principles. Any dispute between the parties that is not subject to arbitration as set forth above shall be resolved in the state or federal courts of San Francisco County in California.

Severability

Except as otherwise expressly set forth in these Terms, in the event that any provision of these Terms is held to be unenforceable by a court or other tribunal of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining portions of these Terms shall remain in full force and effect. These Terms constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersede any prior oral or written agreements. You agree that these Terms are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms.

Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to Stash for which monetary damages would not be an adequate remedy and Stash shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

Export Laws

You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by Stash hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list.  Publisher is responsible for and hereby agree to comply at Publisher’s sole expense with all applicable United States export laws and regulations.

Notices

Stash may give notice to you by means of a general notice to you through Publisher’s Account, electronic mail to Publisher’s email address in our records or by written communication sent by first class mail, postage prepaid, or overnight courier to Publisher’s address on record, provided Stash has Publisher’s physical address.