Terms of Service

Acceptance of Terms of Use.

Waypoint Media (“Waypoint”) provides Services to you subject to the following Terms of Use (“Terms”), which may be updated from time to time without notice. You are encouraged to check back frequently, as our Terms may change. In addition, by accessing our site at www.waypointmedia.com (the “Site”) and any other related Waypoint site, you consent to the Terms and agree to be legally bound.

Description of Service.

Waypoint currently provides users with a platform through which esports and Gaming content can be managed and tracked (the “Service”). Unless explicitly stated otherwise, any new features enhancing the current Service, including the release of new Waypoint features and services, shall be subject to the Terms. Some of the Services may contain links to or rely on information from third party websites that are not owned or controlled by Waypoint. Waypoint has no control over, and assumes no responsibility for, the content, interruption of service, privacy policies, or practices of any third party websites. By using the Service, you expressly relieve Waypoint from any and all liability arising from interference with its use of any third-party website.

Use of Services.

You may be required to create an account with Waypoint to access our Services. You agree that by creating your account, you shall provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Waypoint immediately of any breach of security or unauthorized use of your account. Waypoint will not be liable for your losses caused by any unauthorized use of your account. You shall not circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Waypoint content.

Customer Support.

Waypoint endeavors to provide you with access to our Services 24/7 and will use industry standard technical and organizational measures to maintain, transfer and store information while performing its Services. In the event you are experiencing difficulty with our Services, you may contact our helpline by emailing support@waypointmedia.com

Payments

Taxes. You will bear and be responsible for the payment of all taxes, including all sales, value-added, use, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with this Agreement or the provision of Waypoint services (excluding only taxes based on our net income). If we are required to pay or collect any such taxes or other charges for which you are responsible under this section, the appropriate amount will be invoiced to and paid by you. To the extent you are required by local law to withhold or deduct taxes based upon our income from any payment(s) owed hereunder, such payment(s) will be increased in such amounts as would have been received by us as if no such withholding or deduction were required. Tax regulations may require us to collect appropriate tax information from you, or to withhold taxes from payments to you, or both. You are solely responsible for keeping the information in your tax forms current, complete and accurate. If you fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold payments to you, we reserve the right in our sole discretion to freeze all payments to you until resolution, to withhold such amounts as required by law, or to do both. You understand and agree that you are solely responsible for determining (a) your applicable tax reporting requirements, and (b) the taxes that should be included, and for including taxes to be collected or obligations relating to any applicable taxes. We cannot and do not offer tax-related advice to you. Payment Authorization and Obligations. You represent, warrant, and hereby agree that: (a) you are authorized to use any credit card, financial account, or other payment method you provide to us in connection with your use of Waypoint services; (b) you will keep your payment method current and up-to-date at all times; (c) we are authorized to charge you for your use of Waypoint services as set forth in this Agreement, or any Order Form you execute, and for any taxes or additional processing fees imposed on us by payment processing services you elect to use.

Indemnification.

You agree to release, indemnify, defend, and to hold Waypoint and its subsidiaries, affiliates, officers, agents, or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs regarding your breach of the Terms and/or any claim or demand made by any third party due to or arising out of your use of the Service or your violation or alleged violation of any rights of another.

General Practices Regarding Use.

You acknowledge that Waypoint may establish general practices and limits concerning use of the Service. You agree that Waypoint has no responsibility or liability for the deletion or failure to store any information, messages and other communications or other Sites maintained or transmitted by the Service. You acknowledge that Waypoint reserves the right to deactivate, terminate and/or delete your account, including if you violate our Terms or use the Services in a manner that Waypoint reasonably believes will cause it liability. You further acknowledge that Waypoint reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Modifications to Service.

Waypoint reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Waypoint shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Waypoint may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice.

Waypoint Proprietary Rights and Trademarks.

You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in or information presented to you through the Service or advertisers (if any) may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Waypoint Media or third parties, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part. Waypoint trademarks and service marks, and other Waypoint logos (“Waypoint Marks”) are trademarks of Waypoint. Without Waypoint’s written consent, you agree not to display or use in any manner, the Waypoint Marks.

Disclaimer of Warranties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WAYPOINT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WAYPOINT MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WAYPOINT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR WAYPOINT OR ITS AFFILIATES’ FRAUD, FRAUDULENT MISREPRESENTATION, OR GROSS NEGLIGENCE, IN NO EVENT WILL WAYPOINT, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR · ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR · ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY. THIS WILL BE REGARDLESS OF WHETHER OR NOT WAYPOINT OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. WAYPOINT, ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES FOR MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO WAYPOINT FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION.

Exclusions and Limitations.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Notices.

Notices to you shall be made via email. The Service may also provide notices of changes to the Terms or other matters by displaying notices or links to you on the Service.

General Information.

The Terms constitute the entire agreement between you and Waypoint, superceding any other agreements or understandings between you and Waypoint. The Terms and the relationship between you and Waypoint shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Waypoint agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, State of New York. The failure of Waypoint to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.