Terms of Service

Last Updated Feb 24, 2024. Introduction Welcome to GumBall! Please read on to learn the rules and restrictions that govern your use of our website(s), services, products and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us.

These Terms are a Legally Binding Agreement These Terms of Use (the “Terms”) are a binding contract between you (the “Creator”, “Collector”, and collectively with others using the Site - “Users”) and GumBall plus related entities (“GumBall”, “The Company”, “our”, “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy and any other relevant policies. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.

Please read these Terms carefully. They cover important information about Services provided to you and any fees, charges, and taxes we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. Please note that your use of and access to our services are subject to the following terms; if you do not agree to all of the following, you may not use or access the services in any manner.

Arbitration notice and class action waiver: except for certain types of disputes described in the arbitration agreement section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

The Company reserves the right to change or modify these Terms at any time and 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 of 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.

Non-Custodial Service Provider GumBall does not ever have custody, sole possession, or control of your digital wallet, NFTs or other assets held in your digital wallet. The Company does not stand as an escrow agent, intermediary, or processor of any transactions conducted by you involving other users of the Service. Your property, technical, legal, and economic interests, relationships, or rights as between you and other users of the Service are facilitated exclusively by the non-custodial smart contracts comprising GumBall, or your own voluntary actions, which the Company does not control. The Company is not a wallet provider, exchange, broker, financial institution, money services business, trust, or creditor.

Legal Capacity To Use the Services and User Responsibilities You expressly represent and warrant that you have the right, authority, and capacity to enter into this agreement on behalf of yourself and any third-party individual or organization for which you are acting as an authorized agent. You expressly represent and warrant that you are over the age of majority in your jurisdiction and at least over the age of thirteen (18). It is prohibited to use our Service if you are under thirteen (18) years old. Parents and guardians should be aware that some of the third-party Creator content provided through the Service may be “not safe for work” (“NSFW”).

If you use our Services on behalf of a company or any other type of entity then “you” includes you and that entity, and you represent and warrant that: (i) you are an authorized representative of the entity and have the authority to bind the entity to these Terms, (ii) you are authorized by the entity to initiate transactions and interact with the platform from your digital wallet on behalf of the entity; and (iii) you agree to these Terms on the entity’s behalf. If you utilize “bots,” “spiders,” “smart contracts,” or other technical instruments or agents to use our Services, then “you” includes you and that technical instrument or agent. Further, you bear all responsibility and liability stemming from the use of such technical instruments.

In addition to other responsibilities and obligations provided in these Terms, you are solely responsible for reviewing and discharging any applicable legal obligations and requirements that may apply to your voluntary use of the Services. Without limitation, you are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. GumBall is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your assets or NFTs and nothing in these Terms should be construed as legal advice, tax advice, investment advice, or a legal opinion.

Accessing and Using The Service Services and Services Basics GumBall provides a platform for Users that enables individuals to create and collect digital assets. Users create digital assets (“Digital Collectibles”) through the Services that may be implemented on a blockchain platform, the rights to which are governed by and recorded with blockchain-managed technology and smart contracts (“Smart Contract”).

The Interface provides a web or mobile-based means of access to (a) a decentralized protocol on various public blockchains, including but not limited to Ethereum, that allows users to trade certain compatible digital assets (“GumBall Protocol”)

The Interface is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol itself comprises open-source or source-available self-executing smart contracts that are deployed on various public blockchains, such as Ethereum. By using the Interface, you understand that you are not buying or selling digital assets from us and that we do not operate any collections on the Protocol or control trade execution on the Protocol. When traders pay fees for trades, those fees accrue to the collection creator (⅖), collection stakers (⅖), and GumBalls treasury wallet (⅕). Creators and Stakers are independent third parties separate from GumBall.

You represent and warrant that you are an individual of legal age to form a binding contract. You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (including, for example, all laws that relate to the Digital Collectibles (as defined below)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

Services Restrictions You warrant, represent, and agree that you will not provide or contribute anything, including any Content (as defined below), to the Services, or otherwise interact with or use the Services or associated blockchain(s) or platform(s), in a manner that:

infringes or violates anyone’s (including GumBall’s) intellectual property rights or any other rights violates any law or regulation, including, without limitation, any applicable money laundering laws or regulations, international sanctions laws or regulations, export control laws or regulations, privacy laws or regulations, or any other purpose not reasonably intended by GumBall is dangerous, harmful, fraudulent, deceptive, threatening, defamatory, harassing, obscene, or otherwise objectionable, jeopardizes the security of your wallet, account or anyone else’s (such as allowing someone else to log in to the Services as you) attempts, in any manner, to obtain the passcode, account, or other security information from any other user, violates the security of any computer network, or cracks any passwords or security encryption codes, attempts to bypass any limitation on your access to the Service or attempt to circumvent measures employed to prevent or limit access to any functionality, area or component of the Service, or to verify your identity, or to filter content runs Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with, disrupt, or negatively impact the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure) “crawls,” “spiders,” or “scrapes” any data, page, or portion of or relating to the Services or Content (through use of manual or automated means), copies or stores any significant portion of the Content; or uses any aspect of the Service to create software or services that compete with the Services in any way including decompiling, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the Services A violation of any of the foregoing is grounds for termination of your right to use or access the Services, including any Digital Collectibles stored therein.

Rights with respect to the Services Content For purposes of these Terms:

the term “Content” means all materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth the term “Your Content” means any and all Content posted, uploaded, shared, stored, or otherwise provided through the Services by you, including with respect to any Digital Collectibles you create; and the term “GumBall Content” means any and all Content that is not Your Content, including Content specifically available by us, our partners and/or our users. As between GumBall and you:

you retain ownership of Your Content; and you will own solely any Digital Collectibles you create, subject to our (and our licensors’) ownership of and rights in the GumBall Content and GumBall will and hereby does grant you, subject to your continued compliance with these Terms, a worldwide, non-exclusive, non-transferable, royalty-free license under GumBall’s rights to use, copy, and display the GumBall Content featured in your Digital Collectible, solely for your own personal, non-commercial use. (collectively, the “Digital Collectible License”). For the avoidance of doubt, apart from the rights specifically set forth herein, GumBall (together with its licensors) owns and retains all worldwide rights, title and interest (including all intellectual property rights) in and to all GumBall Content. You expressly acknowledge, understand and agree that nothing shall grant you any ownership rights in any such GumBall Content.

The GumBall Content is protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any GumBall Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any GumBall Content not owned by you, (i) without the prior consent of the owner of that GumBall Content or (ii) in a way that violates someone else’s (including GumBall's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) GumBall Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any GumBall Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that GumBall owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain GumBall Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Except for the limited rights and licenses expressly granted above, no other license is granted, no other use is permitted, and GumBall (and its licensors) shall retain all right, title and interest (including all intellectual property rights) in and to the Services and the GumBall Content.

Digital Collectibles

When you create a Digital Collectible, the terms of a Smart Contract shall apply to your usage rights of that Digital Collectible, in addition to the Digital Collectible License. For the avoidance of doubt, apart from the rights specifically set forth herein, the owner of any GumBall Content (whether it be GumBall or its licensors, including any user of the Services) owns and retains all worldwide rights, title, and interest in and to all GumBall Content owned by such owner. You expressly acknowledge, understand, and agree that nothing shall grant you any ownership rights in any such GumBall Content. You agree that you may not, nor permit any third party to do or attempt to do any of the following without our (or, as applicable, our licensors') express prior written consent in each case: (a) modify the GumBall Content featured in your Digital Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the GumBall Content featured in your Digital Collectible to advertise, market, or sell any third-party product or service; (c) use the GumBall Content featured in your Digital Collectible in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the GumBall Content featured in your Digital Collectible in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the GumBall Content featured in your Digital Collectible; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the GumBall Content featured in your Digital Collectible; or (g) otherwise utilize the GumBall Content featured in your Digital Collectible for your or any third party's commercial benefit.

User Entry and Licenses

Anything you post, upload, store, share, or otherwise provide through the Services, including with respect to any Digital Collectibles you create, is your "User Entry" or "User Entries". Some User Entries may be viewable by other users, and you are solely responsible for all User Entries you contribute to the Services. You represent that all User Entries submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations. Without limiting anything in the foregoing, you understand and agree that you are solely responsible for ensuring that you have obtained all necessary third-party rights, consents, permissions, and authorizations relating to any User Entries necessary for your creation and use of any Digital Collectible and for your grant of the licenses below.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Entries that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

In order to display your Digital Collectibles and other User Entries on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Entries (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Entries that are also your personally-identifiable information.

For all User Entries, you hereby grant GumBall a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer), and reproduce and otherwise act with respect to such User Entries, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Entries is not affected.

If you store a User Entry in your own personal GumBall account, in a manner that is not viewable by any other user except you (a "Personal User Entry"), you grant GumBall the license above, as well as a license to display, perform, and distribute your Personal User Entry for the sole purpose of making that Personal User Entry accessible to you and providing the Services necessary to do so.

If you share a User Entry in a manner that only certain specified users can view (for example, a private message to one or more other users) (a "Limited Audience User Entry"), then you grant GumBall the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Entry for the sole purpose of making that Limited Audience User Entry accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Entry and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share a User Entry publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a "Public User Entry"), then you grant GumBall the licenses above, as well as a license to display, perform, and distribute your Public User Entry for the purpose of making that Public User Entry accessible to all GumBall users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Entry in connection with the Services. Also, you grant all other users of the Services a license to access that Public User Entry and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your GumBall account, we will stop displaying your User Entries (other than Public User Entries, which may remain fully available) to other users (if applicable). However, you understand and agree that it may not be possible to completely delete that content from GumBall's records, and that your User Entries may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that GumBall, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Entries to conform and adapt those User Entries to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Copyright Infringement

We respect others' intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

Responsibility for Your Actions on the Services

Any information or Content, including any User Entries, publicly posted or privately transmitted through the Services, is the sole responsibility of the person from whom such Content originated. You access all such information and Content at your own risk, and we are not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content. You hereby release us from all liability for you having acquired or not acquired Content through the Services. We cannot guarantee the identity of any users with whom you interact in using the Services, and we are not responsible for which users gain access to the Services. You are responsible for all Content you contribute to the Services, and you represent and warrant that you have all rights necessary to do so in the manner in which you contribute it.

Third-Party Links and Services

The Services may contain links or connections to third-party websites or services that are not owned or controlled by GumBall. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that GumBall is not responsible for such risks. GumBall has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, GumBall will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Disputes with Other Users

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that GumBall is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release GumBall, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release and that, if known, would have materially affected their settlement with the debtor or released party."

Risks related to blockchain and NFTs Includes, but not limited to, the risk of hardware, software, and Internet connection malfunctions, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Service, however caused.

Additionally, upgrades to the Services, a hard fork in certain blockchain networks, or a change in how transactions are confirmed on any related networks may have unintended, adverse effects on all blockchains. We are not responsible for any such adverse effects.

Wallets To create an Account and enjoy the full functionality of our Services, you must connect your third-party digital wallet on a supported bridge extension, such as MetaMask. By connecting your digital wallet to the Site, you expressly represent that you are the lawful and rightful owner of the digital wallet. You are required to authenticate ownership of your digital wallet before you can perform transactions through the Services by cryptographically verifying, through your third-party bridge extension, your possession of the digital wallet's associated passphrase. Your digital wallet transactions are broadcasted to the blockchain through the applicable third-party bridge extension, which facilitates transactions on your behalf. By using your digital wallet in connection with the Services, you agree that you are using that wallet lawfully and under the terms and conditions of the applicable third-party wallet provider. Your digital wallet and all assets held therein are your personal property, and not the property of the Company. The Company has no responsibility or technical ability to manage, modify, secure, or perform transactions on behalf of your digital wallet.

You are solely and exclusively responsible for the security and management of your digital wallet(s). For your safety and the safety of other Users, you agree to maintain reasonable security measures over your digital wallet, make best efforts to avoid potential scams that may compromise the security of your wallet or others, and preserve the utmost secrecy of your digital wallet's private key, passphrase, seedphrase, your Account details, passwords, and any other information that you use to access your digital wallet or the Account. You are solely responsible for ensuring that the Account(s) registered in association with your digital wallet will not be used by any unauthorized persons or entities. The Company accepts no responsibility for, and disclaims all liability to you, in connection with the security of your digital wallet and disclaims any responsibility or obligation to assist or remedy you in the event of a breach of your digital wallet's security. You are solely responsible for your Account and any associated digital wallet. We are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or digital wallet being compromised. Further, you agree that you may be liable to the Company, other Users, or other third parties for harm or losses arising from acts or omissions by you related to the security of your digital wallet.

Will GumBall ever change the Services?

We're constantly striving to enhance our Services, so they may evolve over time. We might suspend or discontinue any part of the Services, introduce new features, impose limits on certain features, or restrict access to parts or all of the Services. While we'll make an effort to provide notice when making a significant change to the Services that could negatively impact you, this may not always be practical. We retain the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without prior notice.

What if I want to stop using the Services?

You are free to stop using the Services at any time. Please refer to our Privacy Policy, as well as the licenses mentioned above, to understand how we handle the information you have provided to us after you have ceased using our Services.

GumBall is also free to terminate (or suspend access to) your use of the Services or your account for any reason at our discretion, including your breach of these Terms. GumBall has the sole right to determine whether you are in violation of any of the restrictions outlined in these Terms. For instance, a Customer who believes that a Brand may be in breach of these Terms is not able to enforce these Terms against that Brand.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

Additional Information Warranty Disclaimer GumBall and its licensors, suppliers, partners, parent, subsidiaries, or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (GumBall and all such parties together, the “GumBall Parties”) make no representations or warranties concerning the Services, including, without limitation, regarding any Digital Collectibles or other Content contained in or accessed through the Services, and the GumBall Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages, or liabilities arising out of use of, or in any way related to your participation in, the Services. The GumBall Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Digital Collectibles. The services, as well as all digital collectibles and other content, are provided by GumBall (and its licensors and suppliers) on an “as-is” basis, without warranties of any kind, either express or implied. Third party audits of The Service are purely informational, and make no claims or guarantees about the security of The Service in it's past or present state. To the fullest extent permissible pursuant to applicable law, we, our affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the Services or any part or aspect thereof, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we, our affiliates, and licensors do not represent or warrant to you that: (i) your access to or use of the service will meet your requirements; (ii) your access to or use of the services will be timely, uninterrupted, secure or error-free; (iii) usage data provided through the service will be accurate; or (iv) the service or any content, service, or features made available on or through the service are free of viruses or other harmful components. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

We will not be responsible or liable to you for any losses you incur as a result of your use of any services or aspect thereof, any related blockchain network (including the Ethereum network), or your electronic wallet, including but not limited to any losses, damages, or claims arising from: (a) User Error: This includes instances like forgotten passwords or incorrectly executed smart contracts or other transactions. (b) Server Failure or Data Loss: In the event of server failure or data loss. (c) Corrupted Wallet Files: Issues related to corrupted wallet files. (d) Unauthorized Access or Activities: Unauthorized access or activities by third parties, including but not limited to the use of viruses, exploits, phishing, brute-forcing, or other means of attack against the service, any blockchain network, smart contracts or any electronic wallet.

Digital collectibles are intangible digital assets that exist solely by virtue of the ownership record maintained by your electronic wallet. All smart contracts are executed and recorded on the decentralized ledger of a blockchain network (including the Ethereum and Avalanche network). We are not responsible for losses incurred due to blockchain technology, any blockchain network (including the Ethereum network), or any other features of the services, related blockchain networks, or any electronic wallet, including but not limited to any forks, technical node issues, or any other issues resulting in fund losses.

You expressly acknowledge and agree that the services and/or the digital collectibles and any other content may contain audio-visual effects, strobe lights, or other materials that may affect your physical senses and/or physical condition.

Limitation of Liability To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall any of the GumBall Parties be liable to you or to any other person for:

(a) Any indirect, special, incidental, punitive, or consequential damages of any kind, including damages for lost profits, business interruption, loss of data, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction.

(b) Any substitute goods, services, or technology.

(c) Any amount, in the aggregate, in excess of one hundred ($100) dollars.

(d) Any matter beyond our reasonable control.

Some states do not allow the exclusion or limitation of incidental or consequential or certain other damages, so the above limitations and exclusions may not apply to you.

You acknowledge and agree that we have made the service available to you and entered into these terms in reliance upon the representations and warranties, disclaimers, and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between us and you and form an essential basis of the bargain between us and you. We would not be able to provide the service to you without these limitations.

Indemnity You agree to indemnify and hold the GumBall Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to:

(a) Your use of the Services, including any actions taken by a third party using your account or GumBall Username.

(b) Your violation of these Terms.

Assignment You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without GumBall's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that GumBall may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and GumBall agree that these Terms are the complete and exclusive statement of the mutual understanding between you and GumBall, and that these Terms supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of GumBall, and you do not have any authority of any kind to bind GumBall in any respect whatsoever.

Except as expressly set forth in the sections above regarding the arbitration agreement, you and GumBall agree that there are no third-party beneficiaries intended under these Terms.

Termination GumBall reserves the right to suspend or terminate accounts that violate this Agreement or engage in fraudulent activities. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, terminate, or delete your Account and/or your ability to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have already paid to us.

Governing Law This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which GumBall is located.

Amendments GumBall reserves the right to amend this Agreement at any time. Any amendments to this Agreement will be posted on GumBall’s website and will be effective immediately upon posting. The User's continued use of GumBall’s platform after any such amendments are posted will constitute acceptance of the amended Agreement.