Terms of Service

Effective date: April 2, 2020
These Terms of Service were last updated September 2, 2021

These terms of service (“Terms of Service”) are a legal agreement between you and Goplay Inc., a company incorporated in Delaware, USA whose registered office is at 1410 Forrest Avenue, Nashville Tennessee, 37206, USA (hereafter referred to as “Goplay”, “we” or “us” as the context may require) for the use of the Goplay mobile application (“Goplay App”, or “Goplay Service”) and any website operated by Goplay (the “Goplay Website(s)”) including, without limitation, http://goplay.io/.
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These Terms of Service set out important information regarding your rights and obligations in connection with the Goplay App and Goplay Website(s). Please read them carefully. In particular, we draw your attention to the limitations of liability contained in Section 12.
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By downloading, installing or using the Goplay App or accessing the Goplay Website(s), you agree to these Terms of Service which shall bind you.  If you do not agree with these Terms of Service, do not download, install or use the Goplay App or Goplay Website(s).
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Goplay permits you to use the Goplay App and Goplay Website(s) solely in accordance with these Terms of Service. Goplay retains ownership of the Goplay App and Goplay Website(s) at all times.

These Terms of Service apply to the use of any updates or changes to the Goplay App and Goplay Website(s) that we may issue from time to time.
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1. Limited Licenses to Use

2. Who May Use our Services

A "Child" is a person (a) under 13 years old (for residents outside of the EEA, except for the Republic of Korea); (b) under 16 years old or such age needed to consent to the processing of personal data in their country of residence (for residents of the EEA); or (c) under 14 years old for residents of the Republic of Korea.

The Goplay App and Goplay Website(s) permit Child participation however, parents or legal guardians ("Parents") must provide verified consent. Parents can provide and verify their consent through the Goplay App as part of the Child's account creation process or through another authorized third-party provider that may be made available by Goplay. Where Parental consent is required, Goplay recommends that Parents monitor the Child’s online activity and use of the Goplay App.

The verification and consent process for a Child is performed by Goplay during the sign-up process via an encrypted Parental PIN Code ("PIN CODE"). The Parent must review the Terms of Service and Privacy Policy before a Child may use the Goplay App. Please see our Privacy Policy, accessible at www.goplay.io/privacy-policy for more details.

BY GIVING THE PIN CODE TO A CHILD, THE PARENT IS GIVING CONSENT TO THE CREATION OF AN ACCOUNT FOR THE CHILD. PARENTAL CONSENT APPLIES EXCLUSIVELY TO THE SERVICE FOR WHICH IT HAS BEEN GRANTED.
A Parent who wishes to rescind their previously-provided consent to a Child’s access to and use of the Services should contact Goplay at http://goplay.io/

Purchases made through the Goplay App are limited to account holders who either (a) are the age needed to consent to a contract in their country of residence; or (b) if younger, have the consent of a Parent to use the service. Parents can consult their device settings for the App to restrict in-App purchases by a Child, and should also monitor activity in their Child’s Account, including the purchase of Virtual Goods.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, GOPLAY DECLINES ANY RESPONSIBILITY REGARDING ANY ACTIVITIES CONDUCTED BY A CHILD WITH OR WITHOUT THE PERMISSION OF A PARENT. IF YOU ARE A PARENT AND YOU GIVE YOUR PERMISSION FOR YOUR CHILD TO REGISTER FOR ONE OF THE SERVICES, YOU THEREBY AGREE TO THE TERMS RELATING TO USE OF THE SERVICES BY YOUR CHILD.
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3. Content and Content Rights

All intellectual property rights and other rights in or to the Goplay App and Goplay Website(s), and any content of either, made available by or on behalf of Goplay and its licensors, belong to and remain at all times with Goplay and its licensors. Save as expressly set out in these Terms of Service, you shall not obtain (i) any rights in or to our intellectual property rights or those of our affiliates, or (ii) any intellectual property rights and other rights in or to the Goplay App or Goplay Website(s) or any contents of either. “Goplay'' and “GoBits” are trade names of Goplay Inc and we hold registered and unregistered trade mark rights in respect of these names.
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The Goplay App and Goplay Website(s) are licensed and not sold under these Terms of Service. The only rights granted to you in relation to the Goplay App and Goplay Websites(s) under these Terms of Service are the Licenses described in Section 1 of these Terms of Service and no transfer of ownership or right to access or use any source code related to the Goplay App or Goplay Website(s) is granted by us.

Where you submit any content whatsoever (“Content”) to the Goplay App or Goplay Website(s), including without limitation any image, text, or data, you retain all intellectual property rights that you hold in such Content. You grant to us a non-exclusive, worldwide, royalty-free, transferable, sub-licensable license to use, reproduce, publish, distribute, perform, adapt, amend, enhance and communicate such Content from time to time for any purpose relating to the Goplay App, Goplay Website(s) and our business from time to time.

We welcome any feedback or suggestions for improvements relating to the Goplay App, Goplay Website(s) and/or any related products and services offered by us from time to time (“Feedback”).  Where you provide Feedback to us you agree that we and our affiliates shall have a royalty free right to use such Feedback for such purposes as we see fit from time to time, including, without limitation, to create new, or enhance existing products or services offered by us, and for consumer communication or product promotion, and we shall not be required to compensate you financially for any such Feedback provided, regardless of how we or our affiliates use this.  

Save as expressly permitted by us in these Terms of Service, you must not use the content on the Goplay App or Goplay Website(s) (other than content that is submitted by you to the Goplay App) for any commercial purpose without obtaining written permission from us to do so first.
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4. Service of the Goplay App

In order to use the Goplay Service, you must create a user account (“Account”). You are responsible for all uses of your Account whether by you or a third party. You should ensure that you use your personal mobile number for verification of your account and a strong password (if applicable) for your Account and that the details of your password are kept confidential and secure at all times. To the maximum extent permitted by applicable law, we shall not be liable to you for any unauthorized use of your Account resulting from your failure to maintain restricted access to your mobile device or your mobile SIM card, the confidentiality or security of your user details or failure to use a strong password. Access to your Account can become restricted or outright impossible in case of a loss of your control over the mobile number to which your Account is registered.

Your Account logs details of all GoBits generated by you and any transfers of GoBits to or from your Account. Please review your Account regularly. If you identify any erroneous transaction or unexpected activity on your Account, or you believe that the security of your Account has been compromised, you must let us know as soon as possible.

When using the Goplay App on your mobile device, you acknowledge and agree that Goplay operates in the background of your mobile device, which in turn may have an impact on the battery life of such device.

The Goplay Service stops generating GoBits on your mobile device if you do not open the Goplay App for 30 days. Generation of GoBits restarts once you next open the app.
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5. GoBits™ and Virtual Goods

“GoBits” are units of reward points that users of the Goplay Service may generate through verified physical movement (e.g. steps). GoBits may be used to redeem “Virtual Goods” (e.g. in game currency, virtual goods or in app purchases) via the Goplay App, to the extent that such Virtual Goods are offered by game developers or publishers who enroll their game titles with the Goplay Service. You acknowledge that you do not acquire any ownership rights in or to GoBits. Any balance of GoBits does not reflect any stored value and you agree that GoBits have no monetary value and do not constitute currency or property of any type. GoBits may be redeemed only for Virtual Goods and can never be sold, transferred, or exchanged for “real” money, “real” goods, or “real” services from us or anyone else. You agree that you will only obtain GoBits and/or Virtual Goods from us and through means provided by us, and not from any third party unless expressly authorized. Once you acquire a license to GoBits or Virtual Goods, you may not transfer them to another individual or account. Any such sale, transfer, or exchange (or attempt to do so) is prohibited, is a violation of these Terms and may result in cancellation of such GoBits or Virtual Goods or the termination of your Account.

During the term of your license to your GoBits, you may redeem your GoBits for selected Virtual Goods. As set forth below, all GoBits, Virtual Goods, and other Content is provided "as is," without any warranty. You agree that all sales by us to you of Virtual Goods are final and that we will not permit exchanges or refunds for any unused GoBits or Virtual Goods once the transaction has been made.

Generally, we have the right to offer, modify, eliminate, and/or terminate GoBits, the Goplay Service and/or Virtual Goods, or any portion thereof, at any time, without notice or liability to you. If we discontinue the use of GoBits or Virtual Goods, we will provide at least 60 days advance notice to you by posting a notice through the services or through other communications.

All GoBits are generated by the verified physical movement of users of the Goplay App. GoBits will never be generated by any other means. We reserve the right to destroy GoBits that we have reason to believe have been created by any other means and to suspend or disable Accounts used in contravention of these Terms of Service. Cheating includes any action that attempts to or actually alters or interferes with the normal behavior or rules of our service. Cheating includes, but is not limited to, any of the following behavior, on your own behalf or on behalf of others:

• Accessing Services in an unauthorized manner (including using modified or unofficial third party software);
• Playing with multiple accounts for the same Service;
• Sharing accounts;
• Using any techniques to alter or falsify a device’s location (for example through GPS spoofing); and/or
• Selling or trading accounts.

Apps may not work on devices that Goplay detects or reasonably suspects to be cheating, and Goplay will not provide support to players who attempt to cheat. You agree that Goplay may employ any lawful mechanisms to detect and respond to cheating, fraud, and other behavior prohibited under these Terms of Service, including checking your device for the existence of exploits or hacking and/or unauthorized software.

We reserve the right and retain the absolute discretion to determine, and alter from time to time, the eligible forms of movement, movement verification algorithms and amounts of verified movement that must be undertaken by users in order to generate GoBits using the Goplay Service (for example, and without limitation, we may alter from time to time the verification algorithm or the number of verified steps required to generate a GoBit). Movement verification conducted by our algorithms is considered final and cannot be revised or reversed.

We may cap the maximum amount of GoBits that users of the Goplay App may generate each day using the Goplay App. The applicable cap may vary depending upon criteria that we chose to apply and we may alter such caps from time to time.
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6. Acceptable Service

You agree that you shall not:

(a)        seek to generate GoBits by any means other than your genuine physical movement meeting the eligibility criteria specified by Goplay from time to time and, in particular and without limitation, you shall not (i) simulate any such verified movement using artificial and/or mechanical means, (ii) enlist third parties to generate GoBits on your behalf;

(b)        copy, adapt, transmit, reverse engineer, decompile, disassemble, modify, sell the Goplay App or Goplay Website(s) or any content accessible on either, save as otherwise expressly permitted by these Terms of Service or applicable law;

(c)        operate more than one Goplay Account;  

(d)        use the Goplay App or Goplay Website(s) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Service, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Goplay App or Goplay Website(s);

(e)        reproduce, frame, display or mirror the Goplay Service or Goplay Website(s) other than as a necessary consequence of their normal operation by you;

(f)         infringe our intellectual property rights or those of any third party in relation to your use of the Goplay Service or Goplay Website(s);

(g)        transmit any material that is defamatory, explicit, offensive or otherwise objectionable on the Goplay App or Goplay Website(s);

(h)        use the Goplay Service or Goplay Website(s) in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

(i)          employ any technology that interferes in any way with the proper operation of the Goplay Service or Goplay Website(s), including by blocking any advertising or promotions displayed thereon; or

(j)          collect or harvest any information or data from the Goplay Service or Goplay Website(s) for any commercial purpose, save as otherwise agreed in writing by us.

If we discover any breach of this Section 6 by you, we may immediately suspend or terminate your access to the Goplay App, delete or revoke any accrued GoBits and remove and delete any content from Goplay App or Goplay Website(s) violating this Section 6.
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7. Software Updates

Goplay reserves the right at any time, without liability of any kind, in its absolute discretion (i) to change, suspend, restrict or disable your access to the Goplay Service and/or Goplay Website(s), and/or (ii) alter the functionality or contents of the Goplay Service and/or Goplay Website(s) with or without notice to you.

We may issue updates to the Goplay App from time to time. Depending upon the nature of the update, you may not be able to continue to use the Goplay Service until you have downloaded the latest version of the Goplay App.
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8. No Warranty

The Goplay App and Goplay Website(s) are provided “as is'' and “as available” without any representation, warranty or undertaking of any kind as to the availability, performance, accuracy, or completeness of the Goplay App, Goplay Website(s) or the contents of any of them. Goplay does not warrant or undertake that use and availability of the Goplay App and Goplay Website(s) will be uninterrupted or error-free.

TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE GOPLAY APP OR GOPLAY WEBSITE(S).  IF THIS EXCLUSION DOES NOT APPLY UNDER APPLICABLE LAW THE LIABILITY OF GOPLAY IN RELATION TO ANY SUCH WARRANTY SHALL IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.‍

9. Third Party Content

For your convenience Goplay may include in the Goplay App or Goplay Website(s) links to other sites on the internet that are owned or operated by third parties (“Third Party Websites”). You also agree that Goplay has no control over the content of Third Party Websites and does not have any responsibility for any material available on such Third-Party Websites nor for any use of or reliance on the contents of such Third-Party Websites by you.

The Goplay App and Goplay Website(s) may include content submitted by other users of the Goplay App and Goplay Website(s) (“Third Party Content”).  You acknowledge that any use of or reliance on such content by you is entirely at your own risk and we are not responsible for such Third-Party Content.

The fact that we may link to a Third-Party Website, or display Third-Party Content, does not imply that we endorse the site or the products or services on such Third-Party Website or that we have reviewed, approved, or verified the Third-Party Content.
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10. No Medical Advice

The Goplay App allows you to track and verify your physical movement, generate GoBits and use GoBits to redeem in game currency, virtual goods or in app purchase offers. THE SERVICES WE PROVIDE DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, ANY FORM OF MEDICAL ADVICE OR OPINION. We are not licensed medical professionals, and we are not in the business of providing medical advice. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet or exercise program. The Goplay App is not a tool for the diagnosis or prevention of disease. YOUR USE OF THE GOPLAY MOBILE APP DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND GOPLAY.

11. Mobile Application Provider

In the event you are using the Goplay Service in connection with a mobile device and an application (an “Application) accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the Application is made available (each an “Application Provider”). You acknowledge and agree that:

1.     This Agreement is concluded between you and Goplay, and not with the Application Provider, and Goplay (not the Application Provider), is solely responsible for the Goplay App.

2.     The Application Provider has no obligation to furnish any maintenance and support services with respect to the Goplay App.

3.     In the event of any failure of the Goplay App to conform to any applicable warranty, you may notify the Application Provider, and the Application Provider may refund the purchase price for the Application to you (if applicable) and to the maximum extent permitted by applicable law, the Application Provider will have no other warranty obligation whatsoever with respect to the Goplay App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Goplay.

4.     The Application Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Goplay App or your possession and use of the Goplay App, including, but not limited to: (i) product liability claims; (ii) any claim that the Goplay App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

5.     In the event of any third party claim that the Goplay App or your possession and use of that Goplay App infringes that third party’s intellectual property rights, Goplay will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

6.     The Application Provider, and its subsidiaries, are third party beneficiaries of this Agreement as related to your license of the Goplay App, and that, upon your acceptance of the terms and conditions of this Agreement, the Application Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Goplay App against you as a third party beneficiary thereof.

7.     You must also comply with all applicable third party terms of service when using the Goplay App.

12. Limitation of Liability

You acknowledge that the Goplay App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Goplay App meet your requirements. To the maximum extent permitted under applicable law we have no liability whether in contract, tort (including negligence) or otherwise for any (i) loss of profit, loss of business, business interruption, or loss of business opportunity, arising out of or in connection with the Goplay App, Goplay Website(s) and/or this Agreement, or (ii) loss, damage or other liability arising out of the unavailability or malfunctioning of, or other deprivation of access to, the Goplay App or Goplay Website(s) or any inaccurate or incomplete content on either, or (iii) any loss, damage or other liability arising as a result of any reallocation of GoBits by us.    

We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Service or our negligence up to the maximum aggregate limit specified in the following paragraph.
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13. General

These Terms of Service constitute the entire and exclusive understanding and agreement between Goplay and you regarding the Services and Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Goplay and you regarding the Services and Content.

If any provision of these Terms of Service is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect. You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Goplay’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null. Goplay may freely assign or transfer these Terms of Service without restriction, and the transferor or assignor shall not remain jointly and severally liable. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Neither Goplay, any user, nor any other party involved in creating, producing, or delivering the Goplay Service or any content shall be liable with respect to any damages, injuries, nonperformance or delay in performance by reason of any act of God, weather, fire, flood, acts of terror or foreign enemy, satellite or network failure, governmental order or regulation, trade dispute,or any other cause beyond its respective control.

Any notices or other communications provided by Goplay under these Terms of Service, including those regarding modifications to these Terms of Service, will be given: (a) via email; or (b) by posting to the Goplay Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to any email address You provided.

Goplay’s failure to enforce any right or provision of these Terms of Service will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Goplay. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise.
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14.  Governing Law; Attorney’s Fees

This Agreement will be deemed to have been made in the State of Tennessee, and the provisions and conditions of this Agreement will be governed by and interpreted in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles thereof. YOU AND GOPLAY AGREE THAT THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT IS DAVIDSON COUNTY, TENNESSEE. YOU AND GOPLAY CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorney’s fees.

15. Headings

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

16. Changes and Updates

You acknowledge that Goplay may update these Terms of Service from time to time, and you agree to be bound by any subsequent update to these Terms of Service. The most recent version of these Terms of Service can be found at www.goplay.io/termsofservice. If you do not consent to the updated Terms of Service, you can uninstall and/or discontinue use of the Goplay Service. Your continued use of the Goplay App will constitute acceptance of these Terms of Service.

17. Contact

Goplay Inc. is located at 1410 Forrest Avenue, Nashville Tennessee, 37206. Contact us by email: tos@goplay.io