Rapid Replay Terms and Conditions (“Terms")



Last updated: October 19, 2017

Welcome, and thank you for your interest in In-Game Technologies, Inc. (“Rapid Replay”, "we,” or "us”), our application for your mobile device (the "App”), our Web site at rapidreplay.co (the "Site”), and our related web sites, networks, embeddable widgets, downloadable software, mobile applications (including tablet applications), and other services provided by us and on which a link to these Terms of Service is displayed (together with the App and Site, our "Service”). The Service provides an online video platform for video content contributors (the "Contributors”) to film or upload videos in an organized and sharable manner. Below is the Terms and Conditions, followed by the Privacy Policy and Contributor Agreement.

Terms and Conditions

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY DOWNLOADING, INSTALLING, CLICKING "I ACCEPT ”, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING Terms of Service, INCLUDING THE RAPID REPLAY PRIVACY POLICY AND THE OTHER "ADDITIONAL TERMS”, AS DEFINED BELOW (TOGETHER, THESE "TERMS”). IF YOU ARE NOT ELIGIBLE, OR IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE.

As provided in greater detail in the Terms (and without limiting the express language of the Terms below), you agree and acknowledge that the Terms include the following material terms:
  • the App is licensed, not sold to you, and you may use the Service only as set forth in these Terms;
  • your use of the Service may be subject to separate third party terms of service and fees, including without limitation your mobile network operator's (the "Carrier”) terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
  • you consent to the collection and use of your personally identifiable information in accordance with Rapid Replay's Privacy Policy, including without limitation the collection of your location information;
  • the Service is provided "as is” without warranties of any kind and Rapid Replay's liability to you is limited;
  • all disputes between you and Rapid Replay will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review the "Dispute Resolution and Arbitration” section below for the details regarding your agreement to arbitrate any disputes with Rapid Replay;
  • the App may require access to a variety of services on your mobile device, including UDID, MAC address, or other applicable device identifier, phone state and identity, internet and data services, and such other services that we may describe in our documentation , and;
  • if you are using the App on an iOS-based device, you agree to and acknowledge the "Notice Regarding Apple”, below.


1. Eligibility. You must be at least thirteen (13) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least thirteen (13) years of age; you represent and warrant to us that: (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

2. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your e-mail address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at hello@rapidreplay.co.

3. License to the App. The App is licensed, not sold, to you for use only under the terms of this license. Rapid Replay reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with these Terms, Rapid Replay hereby grants you a personal, limited, revocable, non-transferable license to use the App on a single compatible device that you own or control, solely for your own use. You may not modify, alter, reproduce, distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or third party terms), nor attempt to disable or circumvent any security or other technological measure designed to protect the App or any content available through the App. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted herein, you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights. These Terms will govern any updates provided to you by Rapid Replay that replace and/or supplement the original App, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

4. Ownership; Proprietary Rights. The Service is owned and operated by Rapid Replay. Unless otherwise indicated, all of the content featured or displayed on the Service, including without limitation text, graphics, data, images, moving images, video, visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service (the "Rapid Replay Content”) provided by Rapid Replay is owned by Rapid Replay or its licensors, including its third party content contributors. All elements of the Service, including the Rapid Replay Content, are protected by intellectual property and other laws. Except as expressly authorized by Rapid Replay or otherwise permitted by applicable law, you may not make use of the Rapid Replay Content. Rapid Replay reserves all rights to the Rapid Replay Content not granted expressly in these Terms or in a separate written agreement between you and Rapid Replay.

5. Use of the Service and the Rapid Replay Content. Your rights to use the Service are expressly conditioned on the following:

5.1 You agree and understand that the Service, including the Rapid Replay Content, contains proprietary content, information and material that is protected by applicable intellectual property and other laws, and that you will not violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or otherwise engage in the unauthorized use of any proprietary content, information or materials;

5.2 Unless expressly permitted, you may not alter, modify, create derivative works of, sell, license or in any way exploit any part of the Service, including the Rapid Replay Content, and unless expressly authorized as between you and Rapid Replay or otherwise permitted by applicable law, you agree not to copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Service, including the Rapid Replay Content; 5.3 You agree not to bypass any security or other features of the Service designed to control the manner in which the Service is used, harvest or mine any content from the Service, or otherwise access or use the Service in a manner inconsistent with individual human usage; 5.4 You agree not to use the Service for any illegal purpose or in violation of any local, state, national, or international law;

5.5 You agree not to perform any fraudulent activity, including impersonating any person or entity, accessing any other Service account without permission, or falsifying your age;

5.6 Except to the extent that the activity is permitted by applicable law, you agree not to decipher, reverse engineer, decompile or disassemble the Service, including the Rapid Replay Content therein, or the software used to provide the Service or the Rapid Replay Content therein, in whole or in part, or authorize, direct, or cause a third party to do so;

5.7 You agree not to use, display, mirror, frame or utilize framing techniques to enclose the Service or the Rapid Replay Content, or any portion thereof, unless and solely to the extent Rapid Replay makes available the means for embedding any part of the Service or the Rapid Replay Content therein;

5.8 You agree not to access, tamper with, or use non-public areas of the Service, Rapid Replay's (and its hosting company's) computer systems and infrastructure, or the technical delivery systems of Rapid Replay's providers;

5.9 You agree not to use the Service in any way that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate, and that Rapid Replay is not in any way responsible for any such use by you;

5.10 You agree that your use of the App may incur third party fees, such as fees charged by your Carrier for data usage, and may be subject to third party terms, such as your Carrier's terms of service, and you agree to pay all such fees and abide by all such terms;

5.11 You agree not to interfere with the operation of the Service or any user's enjoyment of the Service, including by: (a) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect, personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any network, equipment, or server;

5.12 You agree not to sell or otherwise transfer the access granted under these Terms or any Rapid Replay Content (as defined in Section 4) or any right or ability to view, access, or use any Rapid Replay Content; or

5.13 You agree not to do any of the acts described in this Section 5, or to assist or permit any person in engaging in any of the acts described in this Section 5 .

6. Feedback. While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending Rapid Replay or our employees any ideas for products, services, features, modifications, enhancements, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, computer code, or other materials (collectively "Feedback”), then regardless of what your accompanying communication may say, the following terms shall apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Rapid Replay, you agree that:

6.1 Rapid Replay has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

6.2 Feedback is provided on a non-confidential basis, and Rapid Replay is not under any obligation to keep any Feedback you send confidential or to refrain from using it in any way; and

6.3 You irrevocably grant Rapid Replay and its successors and assigns perpetual and unlimited permission to use, reproduce, modify, and distribute, display, and perform Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services which incorporate or embody Feedback whether in whole or in part, and whether as provided or as modified.

7. Consent to Use of Data. You agree that Rapid Replay may collect and use technical data and related information, including but not limited to UDID and other technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Service, and to anonymously track and report your activity inside of the Service, including for analytics purposes. If you are located outside of the United States, you expressly consent to the transfer and processing of your data outside your home jurisdiction. Please see Rapid Replay's Privacy Policy for more information regarding information Rapid Replay collects, and how it uses and discloses that information.

8. Digital Millennium Copyright Act.

8.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material or content posted on the Service, you may contact our Designated Agent at the following address: In-Game Technologies, Inc. 220 Newport Center Dr. #11-207 Newport Beach, CA 92660 E-mail: hello@rapidreplay.co  Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyright-protected work or other intellectual property right that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

8.2 Repeat Infringers. Rapid Replay will promptly terminate without notice the accounts of users that are determined by Rapid Replay to be "repeat infringers.” A repeat infringer is a user who has been notified of infringing activity or has had Contributor Content removed from the Service at least twice.

9. Third Party Services and Linked Websites. Rapid Replay may provide tools through the Service that enable you to export information to third party services, including [to third party payment processors] or through features that allow you to link your account on Rapid Replay with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as "like” or "share” buttons). By using one of these tools, you agree that we may transfer that information, to the applicable third party service. Third party services are not under our control, and we are not responsible for any third party service's use of your exported information. The Service may also contain links to third party websites. Linked websites are not under our control, and we are not responsible for their content. 10. Termination of Use; Discontinuation and Modification of the Service. If you violate any provision of these Terms or the terms of any other agreement with us, your permission from us to use the Service will terminate automatically. In addition, Rapid Replay may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time by contacting customer service at hello@rapidreplay.co. If you terminate your account, you remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination.

11. Privacy Policy; Additional Terms.

11.1 Privacy Policy. Please read the Rapid Replay Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The Rapid Replay Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

11.2 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service, such as the rules that are applicable to a particular feature or content on the Service, [including but not limited to the Rapid Replay Contributor Agreement and the Rapid Replay Customer License Agreement or such other agreement that may be entered into between Rapid Replay and any Customer from time to time] (the "Additional Terms”), subject to Section 12 below. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

12. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we will use reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register an account, through a pop-up window on the Service, or other similar mechanism . Any material modifications to these Terms will be effective upon the earlier of (i) your first use of the Service with actual notice of such change, or (ii) 30 days from posting of such change. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. If you do not agree to the modified Terms, your sole and exclusive remedy is to terminate your account and you may no longer use the Service.

13. Indemnity. You agree that you will be responsible for your use of the Service, and you agree to defend and indemnify Rapid Replay and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Rapid Replay Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

14. Disclaimer. THE SERVICE, INCLUDING WITHOUT LIMITATION THE Rapid Replay CONTENT, IS PROVIDED "AS IS" AND THE Rapid Replay ENTITIES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE Rapid Replay ENTITIES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE OR THE Rapid Replay CONTENT, OR THE UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SERVICE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT Rapid Replay, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SERVICE OR THE Rapid Replay CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR THE Rapid Replay CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

Rapid Replay uses reasonable efforts to ensure the accuracy, correctness and reliability of the Rapid Replay Content, but we make no representations or warranties as to the Rapid Replay Content's accuracy, correctness or reliability.

Rapid Replay may offer a search feature within the Service. Rapid Replay explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. Rapid Replay also disclaims any responsibility for the completeness or accuracy of any directory or search result.

SOME US STATES AND FOREIGN COUNTRIES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. THEREFORE, SOME OR ALL OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU TO THE EXTENT THEY ARE PROHIBITED OR SUPERSEDED BY STATE OR NATIONAL PROVISIONS.

15. Limitation of Liability. IN NO EVENT WILL THE Rapid Replay ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Rapid Replay ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE Rapid Replay ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: $100 OR THE AMOUNT SET FORTH IN A SEPARATE WRITTEN AGREEMENT ENTERED INTO BY AND BETWEEN YOU AND Rapid Replay, IF APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then, unless another location is expressly specified in these Terms, you and Rapid Replay agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located Orange County, California for the purpose of litigating any dispute. We operate the Service from our offices in California, and we make no representation that the Service is appropriate or available for use in other locations.

17. General. These Terms, together with the Privacy Policy and the Additional Terms (as described in Section 11.2 above) and any other agreement expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Rapid Replay regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive, including Sections 1, 3, and 4 through 19.

18. Dispute Resolution and Arbitration.

18.1 Generally. In the interest of resolving disputes between you and Rapid Replay in the most expedient and cost effective manner, you and Rapid Replay agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Rapid Replay ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 18.2 Exceptions. Despite the provisions of Section 18.1, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

18.3 Arbitrator. Any arbitration between you and Rapid Replay will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules”) of the American Arbitration Association ("AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Rapid Replay.

18.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice”). Rapid Replay's address for Notice is: In-Game Technologies, Inc. 220 Newport Center Dr. #11-207 Newport Beach, CA 92660. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Rapid Replay may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Rapid Replay must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Rapid Replay will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Rapid Replay in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.

18.5 Fees. If you commence arbitration in accordance with these Terms, Rapid Replay will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Rapid Replay for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

18.6 No Class Actions. YOU AND Rapid Replay AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Rapid Replay agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

18.7 Modifications. If Rapid Replay makes any future change to this arbitration provision (other than a change to Rapid Replay's address for Notice), you may reject the change by sending us written notice within 30 days of the change to Rapid Replay's address for Notice, in which case your account with Rapid Replay will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.

18.8 Enforceability. If Section 18.6 is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to these Terms.

19. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

20. Contact Information. The Service is offered by In-Game Technologies, Inc. 220 Newport Center Dr. #11-207 Newport Beach, CA 92660. You may contact us by sending correspondence to that address or by emailing us at hello@rapidreplay.co.

21. Obtaining a Copy of These Terms. You may have these Terms mailed to you electronically by sending a letter to the address in Section 20 with your electronic mail address and a request for a copy of these Terms.

22. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

23. NOTICE REGARDING APPLE. You acknowledge that these Terms are between you and Rapid Replay only, not with Apple, and Apple is not responsible for the Service or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service or your possession and use of the Service infringes that third party's intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Rapid Replay provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version shall prevail.


Privacy Policy

This Policy describes the information that we gather from you on the Service, how we use and disclose such information, and the steps we take to protect such information. By using the Service, you consent to the privacy practices described in this Policy. This Policy is incorporated into and is subject to the Rapid Replay Terms of Service. Capitalized terms used but not defined in this Policy have the meaning given to them in the Rapid Replay Terms of Service.

The information we collect on the Service:
  • User-provided Information. When you use the Service, you may provide and we may collect what is generally called "personally identifiable" information, or "personal information," which is information that specifically identifies an individual. Examples of personal information include name, email address, mailing address, mobile phone number, and credit card or other billing information. Personal information also includes other information, such as date of birth, geographic area, or preferences, when any such information is linked to information that identifies a specific individual. You may provide us with personal information in various ways on the Service. For example, you provide us with personal information when you register for an account, use the Service, post Contributor Content, make a purchase on the Service, interact with other users of the Service, or send us customer service-related requests.
  • "Cookies" Information. When you use the Service, we may send one or more cookies - small text files containing a string of alphanumeric characters - to your device. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to the Service. Please review your web browser "Help" file to learn the proper way to modify your cookie settings. Please note that if you delete, or choose not to accept, cookies from the Service, you may not be able to utilize the features of the Service to their fullest potential.
  • "Automatically Collected" Information. When you use the Service, we may automatically record certain information from your device by using various types of technology, including "clear gifs" or "web beacons." This "automatically collected" information may include your IP address or other device address or ID, web browser and/or device type, the web pages or sites that you visit just before or just after you use the Service, the pages or other content you view or otherwise interact with on the Service, and the dates and times that you visit, access, or use the Service. We also may use these technologies to collect information regarding your interaction with email messages, such as whether you opened, clicked on, or forwarded a message. This information is gathered from all users.
  • Location Based Services. Some of the features of the Service enable Rapid Replay to tailor your experience based on your location ("Location-based Services"), such as educate our users when they are at an event. In order to access certain Location-based Services, you must allow Rapid Replay access to your localized position through your device, which Rapid Replay may accomplish through a variety of means, including GPS location, GeoIP, or other available mechanisms. Without limiting the foregoing, even if you have not expressly granted Rapid Replay access to location data, Rapid Replay may nonetheless have access to location information contained in media content meta data, to the extent you have enabled the application originating such media content to capture and store location data. If you choose to disable Location-based Services on your device or to the App, you will not be able to utilize certain features of the Service. By authorizing Rapid Replay to access your location or media files containing location based meta data, you agree and acknowledge that (i) location data we collect from you is directly relevant to your use of the Service and (ii) Rapid Replay may, for so long as you allow Rapid Replay to access such location data or meta data, provide Location-based Services related to your then-current location. PLEASE NOTE THAT LOCATION DATA MAY NOT BE ACCURATE, WHETHER COLLECTED ORIGINALLY BY THE APP OR A THIRD PARTY APPLICATION ORIGINATING A PIECE OF MEDIA CONTENT, AND Rapid Replay DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION DATA AND LOCATION BASED SERVICES.
  • Third Party Web Beacons and Third Party Buttons. We may also implement third-party content or advertising on the Service that may use clear gifs or other forms of web beacons, which allow the third-party content provider to read and write cookies to your browser in connection with your viewing of the third party content on the Service. Additionally, we may implement third party buttons (such as Facebook "like" or "share" buttons) that may allow third parties to collect information about you through such third parties' browser cookies, even when you do not interact with the button. Information collected through web beacons and buttons is collected directly by these third parties, and Rapid Replay does not participate in that data transmission. Information collected by a third party in this manner is subject to that third party's own data collection, use, and disclosure policies.
  • Integrated Services. You may be given the option to access or register for the Service through the use of your user name and passwords for certain services provided by third parties (each, an "Integrated Service"), such as through the use of your Facebook credentials through Facebook Connect, or otherwise have the option to authorize an Integrated Service to provide personal information or other information to us. By authorizing us to connect with an Integrated Service, you authorize us to access and store your name, email address(es), date of birth, gender, current city, profile picture URL, and other information that the Integrated Service makes available to us, and to use and disclose it in accordance with this Policy. You should check your privacy settings on each Integrated Service to understand and change the information sent to us through each Integrated Service. Please review each Integrated Service's terms of use and privacy policies carefully before using their services and connecting to our Service.
  • Information from Other Sources. We may obtain information, including personal information, from third parties and sources other than the Service, such as our partners, advertisers, customers, and Integrated Services. If we combine or associate information from other sources with personal information that we collect through the Service, we will treat the combined information as personal information in accordance with this Policy.


When we disclose information. Except as described in this Policy, we will not disclose your information that we collect on the Service to third parties without your consent. We may disclose information to third parties if you consent to us doing so, as well as in the following circumstances:
  • Any information that you voluntarily choose to include in a publicly accessible area of the Service, such as a public profile page, will be available to anyone who has access to that content, including other users.
  • We work with third party service providers to provide website, application development, hosting, maintenance, and other services for us. These third parties may have access to or process your information as part of providing those services for us. Generally, we limit the information provided to these service providers to that which is reasonably necessary for them to perform their functions.
  • We may make certain automatically-collected, aggregated, or otherwise non-personally-identifiable information available to third parties for various purposes, including (i) compliance with various reporting obligations; (ii) for business or marketing purposes; or (iii) to assist such parties in understanding our users' interests, habits, and usage patterns for certain programs, content, services, advertisements, promotions, and/or functionality available through the Service.
  • We may disclose your information if required to do so by law or in the good-faith belief that such action is necessary to comply with state and federal laws (such as U.S. copyright law), in response to a court order, judicial or other government subpoena or warrant, or to otherwise cooperate with law enforcement or other governmental agencies.
  • We also reserve the right to disclose your information that we believe, in good faith, is appropriate or necessary to (i) take precautions against liability, (ii) protect ourselves or others from fraudulent, abusive, or unlawful uses or activity, (iii) investigate and defend ourselves against any third-party claims or allegations, (iv) protect the security or integrity of the Service and any facilities or equipment used to make the Service available, or (v) protect our property or other legal rights (including, but not limited to, enforcement of our agreements), or the rights, property, or safety of others.
  • Information about our users, including personal information, may be disclosed and otherwise transferred to an acquirer, or successor or assignee as part of any merger, acquisition, debt financing, sale of assets, or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of our business assets.


  • Your Choices You may, of course, decline to share certain personal information with us, in which case we may not be able to provide to you some of the features and functionality of the Service. You may update, correct, or delete your profile information and preferences at any time by accessing your account preferences page on the Service. If you wish to access or amend any other personal information we hold about you, or to request that we delete any information about you that we have obtained from an Integrated Service, you may contact us at hello@rapidreplay.co. Please note that while any changes you make will be reflected in active user databases instantly or within a reasonable period of time, we may retain all information you submit for backups, archiving, prevention of fraud and abuse, analytics, satisfaction of legal obligations, or where we otherwise reasonably believe that we have a legitimate reason to do so. If you receive commercial email from us, you may unsubscribe at any time by following the instructions contained within the email. you may also opt-out from receiving commercial email from us, and any other promotional communications that we may send to you from time to time, by emailing at the above address or by writing to us at the address given at the end of this policy. We may allow you to view and modify settings relating to the nature and frequency of promotional communications that you receive from us in user account functionality on the Service. Please be aware that if you opt-out of receiving commercial email from us or otherwise modify the nature or frequency of promotional communications you receive from us, it may take up to ten business days for us to process your request, and you may receive promotional communications from us that you have opted-out from during that period. Additionally, even after you opt-out from receiving commercial messages from us, you will continue to receive administrative messages from us regarding the Service.

    Third-Party Services The Service may contain features or links to Web sites and services provided by third parties. Any information you provide on third-party sites or services is provided directly to the operators of such services and is subject to those operators' policies, if any, governing privacy and security, even if accessed through the Service. We are not responsible for the content or privacy and security practices and policies of third-party sites or services to which links or access are provided through the Service. We encourage you to learn about third parties' privacy and security policies before providing them with information.

    Children's Privacy Protecting the privacy of young children is especially important. Our Service is not directed to children under the age of 13, and we do not knowingly collect personal information from children under the age of 13 without obtaining parental consent. If you are under 13 years of age, then please do not use or access the Service at any time or in any manner. If we learn that personally identifiable information has been collected on the Service from persons under 13 years of age and without verifiable parental consent, then we will take the appropriate steps to delete this information. If you are a parent or guardian and discover that your child under 13 years of age has obtained an account on the Service, then you may alert us at hello@rapidreplay.co and request that we delete that child's personally identifiable information from our systems.

    Data Security We use certain physical, managerial, and technical safeguards in an effort to protect the integrity and security of personal information that we collect and maintain. We cannot, however, ensure or warrant the security of any information you transmit to us or store on the Service, and you do so at your own risk. We also cannot guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards.

    Privacy Settings Although we may allow you to adjust your privacy settings to limit access to certain personal information, please be aware that no security measures are perfect or impenetrable. We are not responsible for circumvention of any privacy settings or security measures on the Service. Additionally, we cannot control the actions of other users with whom you may choose to share your information. Further, even after information posted on the Service is removed, caching and archiving services may have saved that information, and other users or third parties may have copied or stored the information available on the Service. We cannot and do not guarantee that information you post on or transmit to the Service will not be viewed by unauthorized persons.

    International Visitors The Service is hosted in the United States and is intended for visitors located within the United States. If you choose to use the Service from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the U.S. to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Service. By providing any information, including personal information, on or to the Service, you consent to such transfer, storage, and processing.

    Changes and Updates to this Policy Please revisit this page periodically to stay aware of any changes to this Policy, which we may update from time to time. If we modify this Policy, we will make it available through the Service, and indicate the date of the latest revision. In the event that the modifications materially alter your rights or obligations hereunder, we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Service for the first time after such material changes are made. Your continued use of the Service after the revised Policy has become effective indicates that you have read, understood and agreed to the current version of this Policy.

    Contributor Agreement

    This Contributor Agreement (this "Agreement") describes the rights that you grant to Rapid Replay in any photographs, pictures, images, moving images, videos, audiovisual materials, or other media that you upload, submit or otherwise provide to the Service, together with any associated information, tags, metadata, titles or releases obtained in connection therewith (collectively, the "Contributor Content") and governs the terms by which such Contributor Content is made available for licensing to Customers via the Service.

    PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "I ACCEPT" OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE TO THIS AGREEMENT, OR BY UPLOADING, SUBMITTING OR OTHERWISE PROVIDING CONTRIBUTOR CONTENT TO THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT, WHICH MAY BE UPDATED FROM TIME TO TIME AS DESCRIBED IN SECTION 10.C BELOW, AND WHICH INCORPORATES BY REFERENCE THE RAPID REPLAY TERMS OF SERVICE AND PRIVACY POLICY.

    1. Submission of Contributor Content. Once you have read, understood and accepted the terms of this Agreement (along with our Terms of Service and our Privacy Policy, you may register for an account on the Service and upload, submit or otherwise provide Contributor Content to the Service. By uploading, submitting or otherwise providing Contributor Content to us, you are offering us rights to such Contributor Content on the terms of this Agreement. If we accept your offer by posting your Contributor Content onto the Service, we will without further action have the rights to the accepted Contributor Content as set forth in Section 2 below; however, for purposes of clarity, the copyrights in and to all Contributor Content remain with the owner of such copyrights and nothing contained herein shall be construed to transfer any copyrights to Rapid Replay.

    2. Licenses.

    A. Contributor Content License. By uploading, submitting or otherwise providing any Contributor Content to the Service, you hereby grant Rapid Replay a perpetual, worldwide, non-exclusive and irrevocable right and license (but we assume no obligations whatsoever) to reproduce, copy, prepare derivative works incorporating, publicly display, perform, market, sublicense, sell and otherwise distribute such Contributor Content.

    B. Moral Rights. In connection with this Section 2, you hereby waive any "moral rights" related to your Contributor Content, including: (i) the right to be identified as the creator or author of your Contributor Content; and (ii) the right to object to the modification of your Contributor Content. In addition, you acknowledge that we have no responsibility whatsoever for the compliance by Customers or other third parties with the terms of any agreement that may be entered into between Rapid Replay and any such Customer or third party. You also agree that, notwithstanding any rights you may have to pursue any Customer or third party at law, we shall have no liability to you, any Customer, or any third party for any breach of said agreement or infringement or wrongful conduct by any such Customer or third party.

    C. Other Rights. We also will have the right (but not the obligation) to edit, resize, resample, convert, correct, crop or otherwise composite your Contributor Content to correct what we determine in our sole discretion to be an error, misleading statement, malfunction or omission or for purposes of facilitating the marketing, distributing, sale and licensing of your Contributor Content; provided that any screening, review, correction and/or editing of your Contributor Content performed by us is done as a courtesy only, and we will have no liability whatsoever therefor or for any failure to perform the same.

    3. Representations and Warranties. You are solely responsible for your Contributor Content and the consequences of uploading, submitting or otherwise providing your Contributor Content. By uploading, submitting or otherwise providing Contributor Content, you affirm, represent, and warrant that:

    A. you (i) have the legal capacity and authority to enter into this Agreement, (ii) you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to use and to authorize Rapid Replay and its Customers to use and distribute your Contributor Content as necessary to exercise the licenses granted by you in Section 2 and in the manner contemplated by the Service, and (iii) have not granted any rights or licenses to your Contributor Content or any other intellectual property or technology or entered into any other agreement or commitment that would conflict with this Agreement.

    B. your Contributor Content, and the use of your Contributor Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Rapid Replay to violate any law or regulation;

    C. all information provided to us by you is accurate and complete, including but not limited to all information relating to or associated with your Contributor Content, and you agree to update such information as is necessary for such information to continue to be accurate and complete;

    D. no portion of your Contributor Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and your Contributor Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Service, including without limitation the Site and the App, or any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way;

    E. you have used all reasonable efforts to provide the information necessary to enable the effective marketing of your Contributor Content on the Service, and such information is accurate, complete and not misleading in all material respects and does not include any false, misleading or inapplicable metadata, and to the extent that after submission of your Contributor Content you learn of anything to the contrary, you will promptly update and correct such information provided to us;

    F. your Contributor Content has not been obtained, created or submitted to us under this Agreement in violation of any law;

    G. your Contributor Content is not subject to any terms or conditions that might be breached by your Contributor Content being used, distributed or licensed by us as contemplated under this Agreement;

    H. if after the submission to us of any Contributor Content, you receive any notice or otherwise learn that any of the representations made by you in this Agreement were not accurate and complete, or are no longer are accurate and complete, in all material respects or of any claim by a third party to the effect of the foregoing, you will promptly provide us with written notice all relevant facts regarding the same and if appropriate, remove your Contributor Content from the Service.

    4. Indemnification.

    A. You agree to defend, indemnify and hold Rapid Replay and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Rapid Replay Entities), and our Customers, harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any claim, action or proceeding by a third party relating to or arising directly or indirectly out of (i) a claim that if proven would constitute a breach by you of this Agreement or any representation, warranty, or obligation contained herein, (ii) a claim that if proven would constitute a failure to fulfill any responsibility or obligation assumed by you under this Agreement, or (iii) a claim that a use of or other action regarding your Contributor Content by us or by a Customer as contemplated under this Agreement infringes, misappropriates, or violates any copyright, trademark, trade secret, moral right, right of publicity or privacy or other intellectual property right of a third party, defames a third party or otherwise gives the right of a tort action by a third party.

    5. Claims against Customers and Third Parties.

    A. While Rapid Replay takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by Customers or other third parties, Rapid Replay has no obligation to pursue legal action against any alleged infringer of any of your rights in and to your Contributor Content. You hereby grant Rapid Replay the right and authority to bring any lawsuit and/or take any action as Rapid Replay deems appropriate to protect Rapid Replay's rights in your Contributor Content. We will have no obligation whatsoever or authority to make any claim, bring any lawsuit or take any action regarding an infringement or claimed infringement of any intellectual property or other rights relating to your Contributor Content by any third party who is not a Customer or believed by us to be a Customer.

    6. Term and Termination.

    A. Rapid Replay has the right to refuse to accept or to remove your Contributor Content from the Service at any time and for any reason. Contributor Content will be removed if Rapid Replay believes that your Contributor Content will subject Rapid Replay Entities to legal action or if your Contributor Content violates the terms of this Agreement, the Terms of Service, or any other agreement that you have with Rapid Replay.

    B. Rapid Replay has the right to refuse to establish an account, or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, submission of material that is obscene in nature or that might be construed as defamatory, for any breach of the terms of this Agreement or any other agreement that you have with Rapid Replay, or for convenience.

    C. Rapid Replay will terminate your account no later than ninety (90) days following its receipt of a written request from you, and you may remove your Contributor Content from your account at any time.

    D. Notwithstanding anything else set forth in this Section 7, the licenses granted by you under this Agreement to your Contributor Content, shall remain in full force and effect under the terms of such license and shall survive the termination of your account and/or the removal of your Contributor Content.

    E. If your account is terminated for any reason, you must obtain written authorization from Rapid Replay prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Rapid Replay in each instance. If such consent is granted, you may not submit identical Contributor Content to more than one account.

    F. The terms and provisions of 2 through 12 shall survive termination or expiration of this Agreement for any reason.

    7. DISCLAIMER OF WARRANTIES.

    A. THE SERVICE IS PROVIDED BY US ON AN "AS IS" BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE SERVICE SHALL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, WILL BE UNINTERRUPTED, SECURE, FREE OF VIRUSES OR SIMILAR CONTAMINATION, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE SERVICE WILL BE ACCURATE; OR THAT CUSTOMERS OR OTHER THIRD PARTIES WILL PERFORM THEIR OBLIGATIONS AS PROMISED TO YOU OR TO Rapid Replay. SOME US STATES AND FOREIGN COUNTRIES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. THEREFORE, SOME OR ALL OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU TO THE EXTENT THEY ARE PROHIBITED OR SUPERSEDED BY STATE OR NATIONAL PROVISIONS.

    8. LIMITATION OF LIABILITY.

    A. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF OUR SERVICE, INCLUDING ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. YOU AGREE THAT Rapid Replay IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO ANY CONTENT OR MATERIAL SUBMITTED TO THE SERVICE, INCLUDING WITHOUT LIMITATION YOUR CONTRIBUTOR CONTENT, AND YOU ARE REQUIRED TO MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTRIBUTOR CONTENT UPLOADED, SUBMITTED OR OTHERWISE PROVIDED TO US.

    B. Rapid Replay SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR (i) ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST ROYALTIES OR PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICE OR SUBMISSION OF ANY CONTRIBUTOR CONTENT, OR (ii) ANY DAMAGES, COSTS, LOSSES, PROCEEDING OR LOST ROYALTIES OR PROFITS WHATSOEVER RELATING TO OR ARISING OUT OF ANY USE, COPYING, MODIFICATION, DISPLAY, PERFORMANCE, DISTRIBUTION THEREOF OR OTHER ACTION BY ANY CUSTOMER OR ANY OTHER THIRD PARTY, OR RELATING TO THE RESULTS FROM THE USE THEREOF OR OTHERWISE, IN EACH CASE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

    C. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF Rapid Replay UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF THIS AGREEMENT, YOUR USE OF THE SERVICE, YOUR SUBMISSION OF ANY CONTRIBUTOR CONTENT OR ANY OTHER AGREEMENT (REGARDLESS OF THE AMOUNT OF CONTRIBUTOR CONTENT YOU SUBMIT TO US) SHALL BE LIMITED TO AN AGGREGATE OF ONE THOUSAND ($1,000) U.S. DOLLARS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED THAT THIS LIMITATION WILL NOT APPLY TO THE FEES THAT ARE EXPRESSLY PAYABLE TO YOU HEREUNDER.

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

    E. No action, regardless of form, arising under this Agreement or relating to or arising out of your use of the Service or your submission of any Contributor Content or any other agreement may be brought by you more than one year after the cause of the action has accrued.

    F. We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any cause which is beyond our reasonable control.

    G. YOU ACKNOWLEDGE AND AGREE THAT (i) THE FEES FOR THE USE OF YOUR CONTRIBUTOR CONTENT REFLECT AND ARE SET IN RELIANCE UPON THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, AND (ii) THE LIMITATIONS OF LIABILITY HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

    9. Miscellaneous Provisions.

    A. Information Audit. Upon reasonable notice, you will promptly allow us to inspect and provide us with information or documentation requested by us relating to (i) the creation of any Contributor Content, (ii) clearances or releases that have been obtained for any of any Contributor Content, and/or (iii) licenses, agreements or instruments relating to ownership of or rights to any Contributor Content. You also consent to us providing any of the same you have provided to us to Customers or prospective Customers.

    B. Governing Law. This Agreement is governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement, then, unless another location is expressly specified in this Agreement, you and Rapid Replay agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located Orange County, California for the purpose of litigating any dispute. We operate the Service from our offices in California, and we make no representation that the Service is appropriate or available for use in other locations.

    C. Modification of this Agreement. We reserve the right, at our discretion, to change this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies your rights or obligations, we will use reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register an account, through a pop-up window on the Service, or other similar mechanism. Any material modifications to this Agreement will be effective upon the earlier of (i) your first use of the Service with actual notice of such change, or (ii) 30 days from posting of such change, provided that (i) any Contributor Content that you upload, submit or otherwise provide to us under this Agreement shall be governed by the version of the Agreement that was in effect at the time of such submission; and (ii) any disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose. Immaterial modifications shall be effective upon publication. If you do not agree to the modified Agreement, your sole and exclusive remedy is to terminate your account and you may no longer use the Service.

    D. General. This Agreement, together with the Terms of Service and Privacy Policy, is the entire and exclusive understanding and agreement between you and Rapid Replay regarding your use of the Service and your submission of your Contributor Content. As between you and Rapid Replay, to the extent that this Agreement conflicts with the Terms of Service, this Agreement shall prevail. Except as expressly permitted above, this Agreement may be amended only by a written agreement signed by authorized representatives of all parties to this Agreement. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

    11. Dispute Resolution and Arbitration.

    A. Generally. In the interest of resolving disputes between you and Rapid Replay in the most expedient and cost effective manner, you and Rapid Replay agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Rapid Replay ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

    B. Exceptions. Despite the provisions of Section 11.A, we both agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

    C. Arbitrator. Any arbitration between you and Rapid Replay will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Rapid Replay.

    D. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). Rapid Replay's address for Notice is: Rapid Replay Inc., 548 Market Street, Unit #50338, San Francisco, CA 94104. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Rapid Replay may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Rapid Replay must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Rapid Replay will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Rapid Replay in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.

    E. Fees. If you commence arbitration in accordance with this Agreement, Rapid Replay will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Rapid Replay for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

    F. No Class Actions. YOU AND Rapid Replay AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Rapid Replay agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

    G. Modifications. If Rapid Replay makes any future change to this arbitration provision (other than a change to Rapid Replay's address for Notice), you may reject the change by sending us written notice within 30 days of the change to Rapid Replay's address for Notice, in which case your account with Rapid Replay will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.

    H. Enforceability. If Section 11.F is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 10.C will govern any action arising out of or related to this Agreement.

    12. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

    13. Contact Information. The Service is offered by In-Game Technologies, Inc., located at 220 Newport Center Dr. #11-207 Newport Beach, CA 92660. You may contact us by sending correspondence to that address or by emailing us at hello@rapidreplay.co. Contact Us

    If you have any questions about these Terms, please contact us at hello@rapidreplay.co.