Azooca™ Terms of Service

Azooca™ welcomes you to our exciting and ever-changing online gaming and interactive community – www.Azooca™.com – as well as other Web site and services owned or operated by Azooca™ or its corporate parent, Playhut, Inc., and related or affiliated companies. This Terms of Service (“Terms” or “Agreement”) is for the users, members, customers, and others who visit and use Azooca™ (collectively or individually, "Members").

The services hereunder are offered by Azooca™/Playhut, Inc., 368 S. Cheryl Lane, City of Industry, CA 91789 – service@golive2.com.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. By accessing, browsing, using and/or registering for an account with Azooca™, you acknowledge that you have read, understood, and agree to be bound by the following terms, including use recommendations, guidelines, or future modifications (collectively, the "Terms"). If you do not agree to these Terms, do not use Azooca™.

SERVICES

Azooca™ provides an exciting and ever-changing online gaming and interactive community and includes a variety of gaming and community applications that allows the user to engage in a social community, online gaming available through your computer browser, downloadable games, interactive gaming environment that fully integrates Azooca™’s game controllers, shopping services, personalized content, and other expanded services as technology advances. The social communities may include communication tools which are unscripted, as well as visual and audio display. The Azooca™ content may be accessed through any medium or device now known or hereafter developed (the “Services”). You also understand and agree that the Services may include advertisements and that these advertisements are necessary for Azooca™ to provide the Services. You also understand and agree that the Service may include certain communications from Azooca™, Playhut, Inc., and related or affiliated companies, such as service announcements, administrative messages, special member opportunities, and advertising that Azooca™ feel may be of interest to the Members, and that these communications are considered part of Azooca™ membership. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new Azooca™ properties, shall be subject to the Terms. You understand and agree that the Service is provided "AS-IS" and that Azooca™ assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Services.

ELIGIBILITY & YOUR ACCOUNT

Users under age 14 MUST HAVE VERIFIED PARENTAL PERMISSION to register and use Azooca™. You agree that the information you provide to Azooca™ on Member registration and, at all other times, will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.

You will receive a password and account designation upon completing the Services’ registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Azooca™ of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Azooca™ cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.

PRIVACY

Your privacy is important to Azooca™. Azooca™’s Privacy Notice is hereby incorporated into these Terms by reference. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.

Never display any personal information that could be used to find you in the real, off-line, world—for example, your full real name, email address, mailing or home address, or phone numbers.

PROHIBITED CONDUCT

a. "stalk", harass, threaten, or defraud other Azooca™ Members
b. send, post, or make available pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate messages to other Azooca™ Members
c. make unsolicited offers, advertisements, proposals, chain letters, or send junk mail, to other Members
d. impersonate another person or access another Member's account without permission
e. fail to deliver payment for any purchases made on Azooca™
f. share Azooca™-issued passwords with a third party or encourage another Member to do so
g. misrepresent the source, identity, or content of information transmitted via Azooca™ or publishing content of another without proper permission and rights, for example, incorporating a private video or audio message or passing off such message as your own
h. use Azooca™ for any illegal purpose
i. interfere with any security-related features of Azooca™
j. intentionally interfere with the operation of Azooca™ or any Member's enjoyment of it, or intentionally post inflammatory statements to get responses

OWNERSHIP of PROPRIETARY RIGHTS

Azooca™ is owned and operated by Azooca™/Playhut, Inc., and related or affiliated companies. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of Azooca™ provided by Azooca™, including without limitation any designs, characters, virtual items, G-Coins, Azooca™ accounts or user identifications, or visual art and any combination thereof (all of the foregoing, collectively, the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Member Submissions, which are owned by and provided by our Members, all Materials contained on Azooca™ are the property of Azooca™ or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Azooca™ or its affiliates and/or third-party licensors. Except as expressly authorized by Azooca™, you agree not to buy, sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized or commercial use of the Materials.

MEMBER SUBMISSIONS

Community Forums

You are welcome to post, transmit or submit chat and messages (collectively "Messages") within, or in connection with, Azooca™. Azooca™ accepts no responsibility whatsoever in connection with or arising from such Messages. Azooca™ does not endorse and has no control over the content of Messages submitted by others. Messages submitted are not reviewed by Azooca™ prior to posting and do not necessarily reflect the opinions or policies of Azooca™. Azooca™ makes no warranties, express or implied, as to the content of the Messages or the accuracy and reliability of any Messages and other materials. Nonetheless, Azooca™ reserves the right to prevent Members from submitting content and to edit, restrict or remove such Messages for any reason at any time. Azooca™ assumes no responsibility for actively monitoring any member communications for inappropriate Messages. If at any time Azooca™ chooses, in its sole discretion, to monitor Messages, Azooca™ nonetheless assumes no responsibility for the content of the Messages, no obligation to modify or remove any inappropriate Messages, and no responsibility for the conduct of the Member submitting any Message. In submitting Messages, you agree to strictly limit yourself to discussions about the subject matter for which the communities are intended. You agree that Azooca™ accepts no liability whatsoever if it determines to prevent your Messages from being submitted or if it edits, restricts or removes your Messages.

Member Content

You shall be solely responsible for your own Member Submissions and the consequences of posting or publishing them. In connection with Member Submissions, you affirm, represent and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and to authorize Azooca™ and Azooca™’s Members to use your Member Submissions as necessary to exercise the license granted by you in under the Terms and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in any Member Submissions to use the name or likeness of each and every such identifiable individual person, to enable inclusion and use of the Member Submissions in the manner contemplated by Azooca™ and these Terms.

In connection with Member Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Azooca™ all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Azooca™ or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person.

You understand that when using Azooca™ you will be exposed to Member Submissions from a variety of sources, and that Azooca™ is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Member Submissions. You further understand and acknowledge that you may be exposed to Member Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Azooca™ with respect thereto, and agree to indemnify and hold Azooca™, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of Azooca™. Azooca™ does not endorse any Member Submission or any opinion, recommendation or advice expressed therein, and Azooca™ expressly disclaims any and all liability in connection with Member Submissions. If notified by a Member or a content owner of a Member Submission that allegedly does not conform to these Terms, Azooca™ may investigate the allegation and determine in good faith and in its sole discretion whether to remove the Member Submission, which it reserves the right to do at any time.

Azooca™ will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Azooca™’s DMCA Guidelines. Azooca™ will promptly terminate without notice any Member's access to Azooca™, if that Member is determined repeatedly violates the intellectual properties of any person or entity.

Unsolicited Submissions

Azooca™ does not accept unsolicited creative ideas, suggestions or materials. Do not send us any unsolicited materials such as ideas, concepts, pitches, suggestions, stories, screenplays, treatments, formats, artwork, photographs, drawings, videos, audiovisual works, musical compositions (including lyrics), sound recordings, program formats, characterizations and/or other similar materials ("Unsolicited Submissions").

If, despite our request, you intentionally or unintentionally send us Unsolicited Submissions, or through features or activities on Azooca™, we (and our licensees, distributors, agents, representatives and other authorized users) shall be entitled to unrestricted use of such Submissions for any purpose whatsoever, commercial or otherwise, without the requirement of any permission from or payment to you or to any other person or entity. If there exists any doubt or ambiguity about whether any User-Generated Content constitutes a Submission, such User-Generated Content shall be conclusively deemed to be a Submission. No Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. Without limiting the foregoing, you hereby grant us (and our licensees, distributors, agents, representatives and other authorized users), without the requirement of any permission from or payment to you or to any other person or entity, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify (including, without limitation, removing lyrics and music from any Submission or substituting the lyrics and music in any Submission with music and lyrics selected by us), adapt, translate, create derivative works based upon and publicly perform such Submissions, in whole or in part, in all media formats and channels now known or hereafter devised (including, without limitation, on Azooca™, on third party Web sites, on our broadcast and cable networks and stations, and on our broadband and wireless platforms, products and services) for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you and with or without attribution (the "Submissions License"). To the extent that any Submissions submitted by you contain original songs or recordings, you hereby represent that you are a member of ASCAP, BMI, SESAC or any other applicable performing rights society and that all musical compositions (including lyrics) contained in such Submissions are available for licensing to us (and our licensees, distributors, agents, representatives and other authorized users) directly from such societies. Notwithstanding the foregoing, regardless of whether you are a member of any performing rights society, you hereby grant us (and our licensees, distributors, agents, representatives and other authorized users) a perpetual, non-exclusive and irrevocable license to publicly perform each and every musical composition (including lyrics) contained in such Submissions. You agree to the foregoing grant of rights, consents, agreements and assignments whether or not your Submissions are used by us.

You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these terms of use.

You agree that any Submissions you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. To the extent any "moral rights," "ancillary rights," or similar rights in or to the Submissions exist and are not exclusively owned by us, you agree not to enforce any such rights as to us or our licensees, distributors, agents, representatives and other authorized users, and you shall procure the same agreement not to enforce from any others who may possess such rights.

G-COINS – VIRTUAL MONEY.

Throughout your Azooca™ experience, you may accumulate "G-COINS," which constitutes a limited license right to use a feature of Azooca™ when, as, and if allowed by Azooca™. G-Coins is the fictional currency used in the world of Azooca™ and it may be used to purchase virtual goods or virtual services which are stored in the Member's inventory and can be used to enhance the look of the Member's on-line persona or player, also known as an "Avatar," or environment, or upgrades skills, or experience (“levels”). Azooca™ may charge fees for the right to use G-Coins, or may distribute G-Coins without charge, in its sole discretion. Regardless of terminology used, G-Coins represents a limited license right governed solely under these Terms, has no real value, and is not transferable or redeemable for any sum of money or monetary value from Azooca™ at any time. You agree that Azooca™ has the absolute right to reduce, manage, regulate, control, modify and/or eliminate G-Coins as it sees fit in its sole discretion, and that Azooca™ will have no liability to you based on its exercise of such rights. Notwithstanding any other language to the contrary, as used in these Terms and throughout Azooca™ in the context of G-Coins transfers: (a) the term "sell" means "to transfer for consideration to another Member or Azooca™ the licensed right to use G-Coins in accordance with these Terms," and (b) the term "buy" means "to receive for consideration from another Member or Azooca™ the licensed right to use G-Coins in accordance with these Terms." Azooca™ may halt, suspend, discontinue, or reverse any G-Coins transaction (whether proposed, pending or past) in cases of actual or suspected fraud, violations of these Terms or other laws or regulations, or deliberate disruptions to or interference with Azooca™.

If you purchase G-Coins to purchase virtual merchandise or services, or otherwise buy products or services from Azooca™, then you agree to pay for any such purchases, G-Coins, products and services and we may charge your selected payment method to collect any such payments. You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family, or friends). You are also responsible for paying any governmental taxes imposed on your purchase from or use of Azooca™, including, but not limited to, sales, use or value-added taxes. To the extent Azooca™ is obligated to collect such taxes, the applicable tax will be added to your billing account.

DISCLAIMER.

THE INFORMATION, CONTENT AND MATERIALS ON GOLIVE2 ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN INFORMATION, CONTENT AND MATERIALS ON GOLIVE2 (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT GOLIVE2 OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO GOLIVE2, INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT, OR ANY THIRD PARTY SITES OR SERVICES LINKED TO FROM GOLIVE2 IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY, SAFETY OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

We explicitly disclaim any responsibility for the accuracy, completeness or availability of information, content and materials found on sites that link to or from Azooca™. We cannot ensure that you will be satisfied with any products or services that you purchase from a third-party site that links to or from Azooca™ or third-party information, content or materials contained on our sites (including, without limitation, User-Generated Content contained in Public Communities). We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy, completeness or reliability of, any of the information, content or materials contained on any third-party site. We do not make any representations or warranties as to the security of any information, content or materials (including, without limitation, credit card and other personal information) you might be requested to give to any third party. You hereby irrevocably waive any claim against us with respect to information, content and materials contained on our sites (including, without limitation, User-Generated Content), on third party sites, and any information, content and materials you provide to such third party sites (including, without limitation, credit card and other personal information). We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

INDEMNIFICATION and HOLD HARMLESS.

You agree to indemnify, save, and hold Azooca™, Playhut, Inc. its affiliated companies, and its suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including attorneys' fees, arising out of your use or misuse of Azooca™, violation of these Terms, violation of the rights of any other person or entity, or any breach of the representations, warranties, and covenants made by you herein. Azooca™ reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Azooca™, and you agree to cooperate with Azooca™'s defense of these claims.

LIMITATION OF LIABILITY AND DAMAGES.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL GOLIVE2, PLAYHUT, INC., OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS ON GOLIVE2, OR ANY OTHER INTERACTIONS WITH GOLIVE2, EVEN IF GOLIVE2 OR A GOLIVE2-AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, GOLIVE2'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

IN NO EVENT WILL GOLIVE2, PLAYHUT, INC., OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF GOLIVE2, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER GOLIVE2 MEMBERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING GOLIVE2 DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN GOLIVE2 AND RECEIVED THROUGH OR ADVERTISED ON GOLIVE2 OR RECEIVED THROUGH ANY LINKS PROVIDED ON GOLIVE2.

MISCELLANEOUS.

Notice. Except as explicitly stated otherwise, legal notices will be served on Playhut, Inc.'s national registered agent or to the email address you provide to Azooca™ during the registration process. Notice will be deemed given twenty-four hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through Azooca™. In such case, notice will be deemed given three days after the date of mailing.

Waiver. The failure of Azooca™ to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Azooca™.

Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or Azooca™ will be filed only in the state or federal courts in and for Los Angeles County, California, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Azooca™ without restriction.

Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

Claims. YOU AND GOLIVE2, and PLAYHUT, INC. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO GOLIVE2 MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Copyright Notice:

Azooca, Kuttiez, Wowbotz, Sphere, Azooca GX, Stix, Kidz, and all content and images associated with Azooca are protected by © Copyright 2005 – 2008 and/or ™ or ® Trademark 2005 – 2008 Playhut, Inc. All Rights Reserved.