TERMS AND CONDITIONS OF USE

These terms and conditions of use (“Terms of Use”) along with other policies available on our platform forms a legally binding agreement between You and Games 11 (“Games 11”, “Our”, “We”, “Us”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE PLAYING ANY MOBILE GAMES OR/AND USING THE Games 11 PLATFORM.

If You do not agree with any part of these Terms of Use or/and Privacy Policy, kindly refrain from playing any Mobile Games or otherwise using Our services on the Platform. 

• You may only use Our web portal com, partner websites, mobile applications and other portals (collectively, the “Platform”) if You agree to abide by the terms and conditions as laid down in this Agreement. To better understand the scope of these Terms of Use, how they may be updated and the meaning of the various words used in these Terms of Use please refer to the Introduction section of these Terms of Use.
• Only people of sound mind who are above 18 years of age may use this Platform.
• This Platform may not be used by residents of Assam, Odisha, Nagaland and Telangana. Further, there may be certain games that may be restricted in some additional states.
• You may register on the Platform and add cash to Your account by following the registration procedure Please note that Your User Details will be accessible to other users on the Platform.
• The rules governing Your participation in the Contests available on Our Platform Further, each Mobile Game may be subject to its own Game Rules and Code of Conduct.
• Please note that We have the sole discretion to determine the terms applicable on any Contest including the Awards to be given in any Contest. Further, the Entry Fee for any contest is non-refundable and may only be refunded under the circumstances stated in Our Return, Refund and Cancellation policy.
• Winnings may be withdrawn by You from Your account, subject to the completion of KYC verification and will be subject to TDS deductions.
• Only skill-based games are available on Our Platform.
• We further request that You follow the precautions laid down in Our Safety section while playing Mobile Games on Our Platform.
• While using the various communication channels provided on Our Platform You must abide by rules stated in. 
• You may not use the Platform in ways stated in. You will indemnify Us in the event We suffer any losses on account of Your use of Our Platform or Your failure to abide by this Agreement.
• Circumstances under which Your access to the Platform or this Agreement may be terminated are stated in the.
• Your use of this Platform is completely at Your own risk. We disclaim all warranties in relation to the Platform..
• Any dispute between You and Us will be resolved by way of Arbitration which will be conducted in Bangalore by a sole arbitrator appointed by Us.
• If You have any complaints or grievances over any of the Services offered on the Platform, please contact our Grievance Officer. 

Introduction

1.1. Games 11 is an Indian company incorporated under the Companies Act, 2013. Games 11 operates a mobile gaming portal in India, which offers various skill and learning based digital games developed by Third-Party Game Developers and other promotional and interactive features (collectively “Services”) through its web portal partner websites, mobile applications and other portals (collectively, the “Platform”).

1.2 . Capitalized terms used herein but not defined shall have the meanings ascribed to them under section 1.9 (Definitions and Interpretation) of this Agreement.

1.3 . This Agreement shall apply to all Persons who visit the Platform, or create a player Account including any contributors of content over the Platform (the “Users”, “You” or “Your”).

1.4 . By registering on, browsing, downloading, using or accessing any part of the Platform or utilizing the Services, the Users agree to be bound by this Agreement.

1.5 . If at any time the User does not accept or agree to any terms of this Agreement, on a continuing basis in relation to any of the Services offered on the Platform, they should not access the Platform.

1.6 . Games 11 reserves the right to periodically review, update, change or replace any part of these Terms of Use or other terms of the Agreement as it may consider appropriate at its sole and absolute discretion

1.7 . Any changes to these Terms of Use will be posted on this page wherever appropriate. The Users must visit this page periodically for updates on the Terms of Use applicable to their use of the Platform.

1.8 . Any Users’ continued usage of the Platform after any such update, change, replacement or modification in the Agreement constitutes their valid consent to such changes.

1.9 . Definitions 

1.9.1 . “Agreement” shall mean these Terms of Use, the Privacy Policy and any other rules or policies available on the Platform including all other additional or modified terms and conditions and policies in relation to the Platform or any current or future services that may be offered by Games 11. This Agreement is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediary Guidelines) Rules, 2011. This Agreement is an electronic record generated by a computer system and does not require any physical or digital signatures.

1.9.2 . “Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to health and safety, of any governmental authority or self-regulatory guideline that may apply to the Users or is related to the subject matter of this Agreement as applicable in the territory of India.

1.9.3 . “Contest” is a skill based competition offered by Games 11 on the Platform in which Users compete either in a tournament or private table by playing the Mobile Games on the Platform. Contests can be either ‘paid’ or ‘free to play’. Paid Contests require the Users to pay an Entry Fee for participation, whereas free to play Contests are open to all Users without any Entry-Fee.

1.9.4 . “Balance” is the credit (either in the form of cash or Games 11 Tokens) available in an Account and includes amount added by a User through Deposits or/and earned through Winnings by participating in Contests on the Platform. 

1.9.5 . “Deposit” is the amount added by the User to his/her Account through his/her preferred payment mode (e-wallet, debit/credit cards, UPI/BHIM, net banking). The Deposit conversion ratio is INR. 1/- (Rupees One Only) = INR 1 (one).

1.9.6 . “Entry-Fee” refers to the fee which Users pay either in the form of Games 11 Tokens available in their Account to participate in a Contest on the Platform.

1.9.7 . “Mobile Games” refers to the digital games of skill including fantasy games available on the Platform developed by Games 11 or Third-Party Game Developers.

1.9.8 . “Person” shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof or any other entity that may be treated as a person under the Applicable Law.

1.9.9 . “Sponsored Content” means content distinct from other regular editorial content provided by Games 11, and displayed on the Platform in the form of audio, video, text and/or image media which supports a third party’s brand message, promotional offers, discounts and/or views that are readily identifiable to belong to a third-party upfront through distinct and distinguishable font, colour, display schemes and/or usage of disclaiming words (such as “Ad”, “Powered by”, “Sponsored by”, “With”, “Advertorial” and such other phrase of similar meaning).

1.9.10 . “Sponsored Content Partner” means a User engaged with Us for the display of Sponsored Content on the Platform.

1.9.11 . “Third Party Game Developer” refers to any Person (natural or juristic) whose Mobile Game is available on the Platform.

1.9.12 . “Games 11 Token” is an award in the form of Games 11 tokens that may be given to any User at Games 11’s sole discretion for participating on the Platform.

1.9.13 “Winnings” are awards, Games 11 Tokens given to a User for winning or/and performing well in a particular Contest on the Platform.

1.10 . Interpretation

1.10.1 . Any reference to the singular includes a reference to the plural and vice versa, and any reference to one gender includes a reference to other gender(s), unless explicitly provided for.

1.10.2 . Headings and captions are used for convenience only and not for interpretation of the Agreement.

1.10.3 . Any reference to a natural Person shall, include his/her heirs, executors and permitted assignees and any reference to a juristic Person shall, include its affiliates, successors and permitted assignees, unless repugnant to the context.

Eligibility 

2.1 . Any browsing, registering, downloading, using or accessing by any Person of any part of the Platform or utilisation of any of the services offered by Games 11 will be deemed to constitute a legal contract between the User and Games 11.

2.2 . A User may use the Platform if (a) it is a natural Person, as per any Applicable Law, regulation or generally accepted practices or guidelines applicable in the country of which User is a citizen, in which User is a resident or from where User uses the Platform; or (b) it is a juristic Person, as per any Applicable Law, regulation or generally accepted industry practices and guidelines applicable in the country where User is registered, where User maintains its principal office or from where User uses the Platform

2.3 . Any User who is “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. is not eligible to enter into this Agreement with Games 11.

2.4 . The Platform should not be used, installed, or played by any Person under the age of 18 years.

2.5 . No Person, whether an Games 11 employee or not, who is involved in the development of Mobile Games or/and algorithms on the Platform can participate in any Mobile Games on the Platform, where such participation could alter, modify or unduly influence his/her performance on the Mobile Game, without express written permission of Games 11 and subject to such terms and conditions as Games 11 may seek to impose on such Person.

2.6 . The Mobile Games and the services available on the Platform are open only to Persons currently residing in India. Persons residing in the state of Assam, Odisha, Nagaland and Telangana (“Restricted States”) are prohibited from participating in any Mobile Games on the Platform. Further, there may be certain games that may be restricted in some additional states..

2.7 . Only those Users who have successfully registered on the and who utilize the services of the Platform in accordance with the Agreement including these Terms of Use, shall be eligible to use the Platform.

2.8 . Certain services being provided on the Platform may be subject to additional conditions or rules applicable to a particular Mobile Game or Contest in that respect (“Game Terms”). Such Game Terms are deemed to be incorporated herein by reference. Users must agree to these Game Terms before playing any such Mobile Game or Contest on the Platform. To the extent that these Terms of Use are inconsistent with Game Terms, the Game Terms shall prevail.

2.9 . Games 11 reserves the right to terminate any User’s Account and/or deny access to the Platform if it is brought to Games 11’s notice that a particular User has violated the Agreement including any of these Terms of Use.

Nature and use of the Platform

3.1 . Games 11 provides the Platform to You on which You can play Mobile Games either offered by Games 11 or independent Third Party Game Developers. The Platform is designed to provide You an in-app browsing experience through an embedded browser. These Mobile Games run online over the Platform and do not have to be separately downloaded or installed.

3.2 .Registration: You may register by approving and agreeing to this Agreement and providing Your registered mobile phone number on the Platform. You will be verified by Games 11 using a one-time password (“OTP”) system. Upon successfully verifying the OTP, an account will be created for You (“Account”).

3.3 . By registering for an Account, You represent, warrant and agree that:

1. a) You fulfil the eligibility
2. b) You are using Your actual identity and the mobile phone number you have provided is registered in Your own name;
3. c) You will provide only true, accurate, current, and complete information about Yourself, including optional information such as Your profile photograph, cover photograph, user-id, biograph, audio status etc., on the Platform
4. d) You will maintain and promptly update the User Details and other information that You provide on the Platform to keep it true, accurate, current, and complete.

3.4 .The Users acknowledge that their User Details will be accessible to other User on the Platform and shall be available for Games 11 to create promotional and interactive content over the Platform.

3.5 . Your Account is for Your personal use only. You shall not impersonate someone else. By creating an Account after providing a mobile phone number and verifying it using an OTP, You represent, warrant, and agree that You are authorized to use the Platform and will abide by the Agreement. 

3.6 Privacy

1. a) Our privacy policy available at Games 11.com (“Privacy Policy”) explains how We treat Your personal data and protect Your privacy when You use the Platform and our Services. By using the Platform, You agree that We can use Your data and other information according to the Privacy Policy. 
2. b) You are responsible for maintaining the confidentiality of passwords associated with any device You use to access the Platform. Accordingly, You are solely responsible for all activities that occur with Your device. If You become aware of any unauthorised use of Your device, You are required to notify the relevant authorities as soon as possible.

3.7 Deposits

1. a) In order to participate in certain Contests, the Users may be required to pay an Entry Fee in the form of cash. Users may add cash to their Account by using any of the payment modes available on the Platform.
2. b) The Deposits may be used to participate in Contests in the manner provided There may be certain Contests which allow for payment of the Entry Fee in the form of Games 11 Tokens or may allow for part payment of the Entry Fee in the form of Games 11 Tokens and the remainder of the Entry Fee from the Deposit/Winnings.

3.8 .Each User is solely responsible for all activities that occur under their Account, including the use of any of the Services on the Platform.

3.9 . Games 11 grants such Users a non-transferrable, limited, non-exclusive and revocable privilege to register an Account on and use the Platform.

3.10 . If Games 11 identifies that the same User Details are being used under multiple accounts, then Games 11 at its sole discretion will terminate/deactivate the Account without the Users’ consent and any Deposit in the Account will not be refunded.

3.11 . Games 11, at its sole and absolute discretion and without any notice to the Users, reserves the right to restrict, suspend or terminate any Account or access to the Platform temporarily or permanently to any User.

3.12 . Games 11 may, at its sole and absolute discretion restrict, change, suspend, or terminate any User’s access to all or any part of the Platform, including but not limited to:

1. a) reject, move, or remove any material that may be submitted by the User;
2. b) move or remove any content that is available on the Platform;
3. c) deactivate or delete an Account and all related information and files on their Account;
4. d) establish general practices and limits concerning use of the Platform and the services; and
5. e) assign its rights and liabilities with respect to all Accounts hereunder, to any entity.

3.13 . Notwithstanding anything to the contrary herein, the Users acknowledge and agree that they shall have no ownership or other interest in their Account, and further acknowledge and agree that all rights in and to their Account are and shall forever be owned by and inure to the benefit of Games 11.

3.14 . The Users also accepts to receive news, updates, offers/campaign related SMS, to the mobile phone number provided by the User, except when prohibited under Applicable Laws.

3.15. Platform Fee Information

1. a) The actual house edge for all the products/games is between 0% and 33% and under extreme exceptional cases may go beyond this range.
2. b) This can be easily deduced from the entry fee and the total prize offered. Some examples are as under :-
3. Eg., If the battle has 2 players, and if the entry fee is 15 Rupees and the total win offered is 25 Rupees. Then 5 Rupees is the Platform Fee applicable.

Participation in contest

4.1 . The Users may use the Platform to participate in a variety of Contests available on the Platform. 

4.2 . In order to participate in a Contest, each User may be required to pay an Entry Fee to the Platform which is deducted from the Balance available in the Account of the User.

4.3 . Each Contest has a predetermined limit on the number of Users that can participate and a specified time before which entries must be made. A Contest is deemed to be a valid Contest on the Platform, only if the requisite number of Users register for the Contest before the prescribed entry time.  

4.4 . Any amount received by Games 11 as Entry Fee for participation in a Contest shall be non-refundable, except in the event that a Contest has been cancelled. 

4.5 . Contests shall be announced by the Games 11 from time to time in any manner that is convenient to the Company, and Games 11 reserves the right to extend the participation and time limit for registration, cancel any Contest, and modify any terms, all with due notice to the Users of the Platform.

4.6 Winnings

1. a) Awards for all Contests shall be pre-declared at the time of registration in the specific rules applicable to such Contest. Awards may be in the form of Games 11 Tokens or promotional gifts.
2. b) Users are eligible to withdraw only cash Winnings from his/her Account to his/her respective bank/wallet account once it is KYC (Know Your Customer) verified.
3. c) KYC verification is mandatory as proof of identity for making withdrawals from Your Account to Your bank/wallet account. We thoroughly check every player's profile & account manually. In case there is a use of any kind of third part tools or applications in order to win or make tweaks in the game play, in this case, the company holds all the rights to block user's profile and can take required action against that user. KYC verification may be done through the Platform by providing certain details: (i) photograph of a valid government ID (Aadhaar Card, Driving License, PAN Card, Voter Card, Driving License etc.); and (ii) other User Details.
4. d) Games 11 does not issue receipts for entries in the Contests. The entries are accounted for within the Account on the Platform. It is the responsibility of the Users to ensure that the entries are accurate and the Winnings are duly credited to his Account.
5. e) Any tax/levies/duty etc., as applicable on material prizes, shall be paid by the winner of the game. Based on TDS (tax deducted at source) Rules for any sort of game winning in India, 31.2% TDS should be deducted on any winning above Rs.10,000/- in a single game.

4.7 Return, Refund and Cancellation

1. a) In the event that there is an error in the Services provided by us, we may refund the Entry Fee, provided the reasons are genuine and proved after investigation by Games 11.
2. b) Please read the rules of each Mobile Game and Contest before participating.
3. c) We do not cancel registrations once entered, however, in case of exceptional circumstances wherein the fault may lie with the payment gateway or from Our side, We will cancel your participation on request and refund the Entry Fee to You within a reasonable amount of time.
4. d) . In case we cancel your participation in any Mobile Game or Contest as a result of this, We  will return Your Entry Fee to You within a reasonable amount of time for You to redeem the same by playing other Contests on Games 11.
5. e) . We will try Our best to create the best user experience for You. If paid by credit card, refunds will be issued to the original credit card provided at the time of purchase and in case of payments made through a payment gateway, payment refunds will be made to the same account.

4.8 . In order to comply with extant law relating to deposit regulations, please note that the Users must withdraw any idle Balance lying in their Account within 365 days of having won a particular Contest. Similarly, Users must use any money in their Account within 365 days. If not, the said Balance will have to be forfeited by Games 11.

Mobile Games

5.1 . The Platform is operated and designed to provide You an in-app browsing experience through an embedded browser. The Platform is per se a platform which offers Services and hosts Mobile Games by Third Party Game Developers. The Platform does not host, display or transmit any content owned by third parties on its servers, unless We either have a license or are not prohibited under the Applicable Laws, to do the same.

5.1.2 . The Mobile Games will have their own rules and code of conduct (“Game Rules”) which shall be adhered to by all Users at all times.  

5.1.3 . When You play a Mobile Game, You agree and acknowledge that the Platform does not create and/or broadcast any content on its own accord and Games 11 is not responsible or liable for the content or accuracy of the Mobile Game, including copyrights, that may be accessed by You through the Platform.

Games of skill

6.1 . The Mobile Games hosted by Games 11 on the Platform are all Games of Skill (defined below). Different Mobile Games will reward different skills, but each game will reward certain skills, such as knowledge of the game, familiarity with rules, experience, reflexes, experience, practice, hand-eye coordination etc. Certain games may have predetermined outcomes (Sudoku, Crosswords, Brick Breaker), which are achievable by the Users using their skills to play the games.

6.2 . Users must note that all Mobile Games available on the Platform are games where the success or/and performance of the Users depends predominantly upon their superior knowledge, training, attention, experience and adroitness (“Games of Skill”) in playing the game. ‘Games of Skill’, under Indian law, are excluded from the ambit of gambling legislation including, the Public Gambling Act of 1867 and other state enactments except in the Restricted States. 

6.3 . Hence, the individuals residing in the Restricted States should not participate in any Contest or Mobile Games offered on the Platform. Any participation by such individuals shall be at their sole risk and discretion and Games 11 shall not be liable to refund or reimburse any injury or damages suffered by such individuals.

6.4 . Games 11 reserves the right to monitor all activities from the User’s Account on the Platform. If any User participates in any Contest or Mobile Games in violation of any central and/or state law(s) in India, Games 11 reserves the right to cooperate with law enforcement agencies of the relevant state and report such participation or/and suspicious activity along with all relevant details of the concerned User.

6.5 . Games 11 does not support, endorse or offer to any User ‘games of chance’ for money. Each Mobile Game and Contest available on the Platform has clearly defined rules and code of conduct. All Users are encouraged to read, understand and follow these rules to be successful in these games. Games 11 shall not be liable if Users do not adhere to the Game Rules or otherwise engage in gambling or betting activities on the Platform.

Safety precaution and responsible gaming

7.1 . Games 11 suggests that Users adopt a balanced approach while engaging with any of the Mobile Games on the Platform and safeguard themselves against any adverse effects. If played responsibly, Mobile Games (like other forms of sports) aim to encourage Users to develop their mental prowess, hand-eye coordination, competitiveness and encourage teamwork.

7.2 . You should take certain standard health and safety precautions while playing any Mobile Game, including taking adequate breaks, sitting at a reasonable distance from the screen, playing in a well-lit environment, and avoiding playing when tired, drowsy, intoxicated or under the influence of drugs Avoid playing without breaks over long periods of time as this could affect Your performance and could negatively impact hand-eye coordination, balance, and multi-tasking ability.  

7.3 . The Platform or the Mobile Games offered on the Platform may contain flashing lights, realistic images, patterns and simulations which may cause certain side effects. If Your hands, wrists, arms, eyes or other parts of Your body become tired or sore while playing, or if You feel symptoms such as tingling, numbness, burning or stiffness, stop and rest before playing again. If You continue to have any of these above symptoms, please stop playing IMMEDIATELY and consult a doctor.

7.4 . If You play any Mobile Games on the Platform, give Yourself plenty of room to play and always be aware of Your surroundings. While playing any Mobile Game You may be moving around the play area and using Your hands to control gameplay. You must ensure that You are not near other people, objects, stairs, balconies, windows, walls, furniture or other objects that may pose a danger to You or could be damaged during the play. Never handle sharp or dangerous objects while playing any Mobile Game on the Platform.

7.5 . It is Your responsibility to control Your surroundings and movements at all times when playing the game to ensure that You don’t injure Yourself, any other persons, damage any property etc. Any playing of the Mobile Games is at Your own risk and Games 11 shall not be liable for any death, injury or health complications resulting from Your use of the Platform.

7.6 . You agree that Your use of the Platform and to play the Mobile Games is at Your own risk, and it is Your responsibility to maintain such health, liability, hazard, personal injury, medical, life, and other insurance policies as You deem reasonably necessary for any injuries that You may incur while using the Platform.

7.7 . You hereby agree that if the terms of this Agreement are not adhered by You, Games 11 will be irreparably damaged, and therefore You agree that the Platform shall be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect to any breach of this Agreement, in addition to any other remedies available under Applicable Law.

Community rules and code of conduct

8.1 . Games 11 may provide Users with different communication channels such as forums, live audio sessions, live audio chat with other players participating in any Contest, community groups, chat-rooms or chat areas (“Communication Facilities”) designed to enable You to communicate with other Users on the Platform. 

8.2 . Games 11 only provides Users with the technical environment for an exchange of information. Games 11 does not initiate, select the receiver and/or modify any information exchanges inter se amongst the Users through the Communication Facilities. Further, Games 11 has no obligation to and does not monitor these Communication Facilities except  when required to do so under the provisions of Applicable Law

8.3 . The User may use the Communication Facilities as made available to them by the Platform. Games 11 may provide certain additional features or Communication Facilities to a select group of Users at its sole discretion. The Users do not have the right to claim any Communication Facilities on the Platform.

8.4 . Games 11 may enable audio sessions and live chat-rooms on the Platform for the Users from time-to-time. These sessions or/and chat rooms will be conducted by other users to (i) organize training; (ii) provide tips to play Mobile Games; (iii) provide educational content; or (iv) conduct other interactive sessions on the Platform. The sessions or/and chat rooms may have an open entry or may be restricted to a limited number of Users at Games 11’s sole discretion. Users might be required to pay an entry fee to participate in any of these live sessions or/and chat rooms hosted by Games 11 on the Platform.

8.5 . You understand that, by using these Communication Facilities, You may be exposed to communications (including in written, verbal, electronic, digital, machine-readable or other form) that You might find objectionable. You understand that any content sent or appearing through the Communication Facilities is the sole responsibility of the User(s) transmitting such content and Games 11 is not liable for any content posted on the Communication Channels.

8.6 . All Users of the Games 11 Platform must comply with Applicable Law at all times while using the Services of Platform, including Communication Facilities and must not publish or distribute any content which: (a) violates an Applicable Law, goes against common decency, or breaches the general terms and conditions of the Agreement; or (b) violates any trademarks, patents, utility or design patterns, copyrights, trade secrets, or other proprietary rights of third parties; or (c) impersonate any real person, including without limitation Games 11 or any other Games 11 agent or employee; or (d) is obscene, racist, violent, pornographic, of adult content, or otherwise threatening to the development of children and adolescents, or of a detrimental nature; or (e) is of an abusive, harassing, threatening or defamatory nature; or (f) seeks to unlawfully obtain login information or access to Accounts belonging to other Users; (g) contains personal data of third parties without their explicit consent; or (h) seek to collect, misuse, or disseminate any other User’s content or non-public personal information; or (i) is commercial, in particular promotional, in nature; (j) encourages or promotes gambling or money-laundering.

8.7 . Under no circumstances will Games 11 or its third-party providers shall be liable for any errors, objections or omissions in any content or for any loss or damages of any kind incurred as a result of the content posted on its Platform.

Restrictions on your use of the Platform

9.1 . You will not use the Platform, or any content provided thereof for any purpose that is illegal, unlawful or prohibited by this Agreement or under Applicable Law.

9.2 . You will not use the Platform, or any content provided thereof:

9.2.1 . to host, display, upload, modify, publish, transmit, update or share any information that belongs to another Person and to which the User does not have any right to; 

9.2.2 . is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging,

9.2.3 . that is relating to or encourages money laundering or gambling, or is otherwise unlawful in any manner whatsoever;

9.2.4 . that harms minors in any way;

9.2.5 . that infringes any patent, trademark, copyright or other proprietary rights; violates any Applicable Law for the time being in force; 

9.2.6 . that deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

9.2.7 . which impersonates another Person; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Platform or  any other computer resource;

9.2.8 . that threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation; threatens public health or safety; promotion of cigarettes or any other tobacco products or consumption of intoxicant including alcohol and Electronic Nicotine Delivery System (ENDS) and like products that enable nicotine delivery except for the purpose & in the manner and to the extent, as may be approved under the Drugs and Cosmetics Act, 1940 and Rules made thereunder; threatens critical information infrastructure.

9.3 . You will not redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the Platform or any component or content thereof, available to third parties without the permission of Games 11.

9.4 . You will not circumvent or disable any digital rights management, usage rules, or other security features of the Platform; remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Platform; and not use the Platform in a manner that threatens the integrity, performance, or availability of the Platform.

9.5 . You will not attempt to or engage in any activity that may:

9.5.1 . reverse engineer, decompile or otherwise extract the source code related to the Platform or any part thereof, unless it is expressly permitted by Games 11 to You in writing or is required by the Applicable Law;

9.5.2 . use any robot, spider, retrieval application, or other device to retrieve or index any portion of the Platform or content thereof;

9.5.3 . collect information about Users for any illegal or unlawful purpose;

9.5.4 . create any Account by automated means or under false or fraudulent pretences for using the Platform;

9.5.5 . transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature through the Platform;

9.5.6 . use the Platform in any manner that could damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the Platform, or interfere with any other Users’ use and enjoyment of the Platform;

9.5.7 . carry out any denial of service (DoS, DDoS) or any other harmful attacks on the Platform or; disrupt or place unreasonable burdens or excessive loads on, or interfere with or attempt to make, or attempt any unauthorized access to the Platform or any part of the Platform or any User of the Platform;

9.5.8 . forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Platform; and/or

9.5.9 . obtain any materials or information through any means not intentionally made available, in the opinion of Games 11, through the Platform.

9.6 . You will not impersonate another Person or impersonate, guide or host on behalf of, or falsely state or otherwise misrepresent Your affiliation with any Person or entity, including, but not limited to Our officials, employees, agents, partners, affiliates, dealers and franchisees.

9.7 . If We detect any activity from Your User Account that is fraudulent, suspected to be defrauding the Platform, or if You are found colluding or participating in any kind of fraudulent activity on the Platform in any manner, then You shall be debarred from participating in any Contest available on the Platform.

9.8 . We reserve the right to deactivate or delete Your Account and all related information on it and forfeit related Balances and/or take any other appropriate action, at our sole and absolute discretion, in the event of any fraudulent, illegal or suspicious activities from Your Account on the Platform.

9.9 . Any deductions or forfeiture of Balances made from Your Account shall be made at Our sole and absolute discretion and shall not result in any liability on Games 11 whatsoever. We may choose to provide a right of appeal to the User after deleting, closing or forfeiting the balances in his/her Account. However, such right shall be provided at the sole and absolute discretion of Games 11 and the User shall not claim such right or any other recourse from Games 11.

9.10 . Indemnification: You shall defend, indemnify and hold Games 11, and its officers, directors, employees, representatives and agents harmless from and against any claims, actions, demands, liabilities, judgments, and settlements, including without limitation, reasonable legal fee that may result from or alleged to result from (a) Your use of the Platform or any content thereof, including Mobile Game; or (b) Your breach of any rules, regulations and/or orders under any applicable law.

9.11 . You are also responsible for any breach of Your obligations under the Agreement and/or for the consequences of any such breach.

Termination

10.1 . Your access to the Platform may be terminated if:

10.1.1 . You voluntarily uninstall the Platform from Your device;

10.1.2 . You knowingly or unknowingly cause direct or indirect breach, as ascertained by Games 11, of these Terms of Use or Privacy Policy as a whole or in part; or

10.1.3 . You do not pay the requisite fee, if any, should Games 11 charge for use of the App.

10.2 . We may have to terminate Your access to the Platform if:

10.2.1 . We are required to do so by law (for example, where the access to and/or provision of the Platform to You becomes, unlawful);

10.2.2 . The third-party Person, if any, with whom We offered the Platform to You has terminated its relationship with Us or ceased to offer the related services to Us or to You;

10.2.3 . The provision of Platform to You, is no longer commercially viable or feasible for Us; or

10.2.4 . You are a repeat infringer of this Agreement.

10.3 . We may terminate this Agreement at any time, with or without notice and may disable Your access to the Platform and/or bar You from any future use of the Platform.

10.4 . You may terminate this Agreement at any time by terminating Your access to the Platform. However, certain obligations of Yours under this Agreement shall continue to prevail even on such termination.

10.5 . When this Agreement comes to an end, all of the legal rights, obligations and liabilities that You and Games 11 have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and shall continue to apply to such rights, obligations and liabilities indefinitely.

Disclaimers

11.1 . No warranties:  The Contents provided through the Platform may include technical inaccuracies or typographical errors. Games 11 may make changes or improvements to the Platform at any time. The Contents or any information available on the Platform is provided “as is” and “as available” and without warranties of any kind either expressed or implied, to the fullest extent permissible pursuant to Applicable Laws, including but not limited to:

11.1.1 . any implied warranty or merchantability, fitness for a particular purpose;

11.1.2 . that the contents of the Platform will be uninterrupted or error-free;

11.1.3 . that defects, if any on the Platform will be corrected;

11.1.4 . the Platform being constantly available or available at all;

11.1.5 . installation or uninstallation choices in relation to the Platform being successfully executed in all cases;

11.1.6 . Your personal ability to use the Platform;

11.1.7 . Your satisfaction with the use of the Platform;

11.1.8 . the accuracy of the data provided by the Platform;

11.1.9 . the security and privacy of Your data;

11.1.10 . that all bugs or errors in relation to the Platform will be corrected;

11.1.11 . that the Platform will be compatible with all devices and all networks;

11.1.12 . that the Platform is fit for a particular purpose or use;

11.1.3 . that the Platform and the contents thereof are accessible in every location; or

11.1.4 . that the Platform and the contents would be perpetually secure and not prone to breaches of security anywhere in the world.

11.2 . Games 11, its officers, directors, employees, affiliates and agents and any other service provider(s) responsible for providing access to the Platform in connection with this Agreement will not be liable for any acts or omissions, including of a third party Person, and including those vendors participating in Games 11 offerings made to You, or for any unauthorized interception of data or breaches of this Agreement attributable in part to the acts or omissions of third parties Persons, or for damages that result from the operation systems, equipment, facilities or services provided by third parties Persons that are interconnected with Games 11.

11.3 . The Platform may include links to other mobile applications and/or websites (some of which may be automated search results) which may contain materials that are objectionable, unlawful, or inaccurate. We do not endorse or support these links or the products and services they provide; these links are provided for Your convenience only. We are not responsible or liable for the content or accuracy of such links.

11.4 . We may stop provision of the Platform (or any part thereof), permanently or temporarily, to You or to Users generally or may modify or change the nature of the Platform and/or these Terms of Use at Our sole discretion, without any prior notice to You. Your use of the Platform following any such modification constitutes Your deemed acceptance to be bound by the Agreement (or as it may be modified).

11.5 . You agree that You are responsible for all data charges You incur through use of the Platform.

11.6 . Sponsored Content: 

11.6.1 . You agree and acknowledge that Games 11 may, pursuant to its engagement with certain Sponsored Content Partners, place certain Sponsored Content on, about, or in conjunction with the other content within the Platform. The manner, mode and extent of display of such Sponsored Content is subject to change without a specific notice to You. We don’t promise to but will try Our best to give You a prior notice in this regard.

11.6.2 . The content displayed on the Platform is for Your non-commercial and personal use. However, Sponsored Content Partners may use the Platform to display their respective Sponsored Content for commercial purposes. You are not allowed to copy, reproduce, alter, modify, create derivative works of, or publicly display any content displayed on the Platform.

11.7 . Limitation of liability: Your use of the Platform, or any content, including Mobile Game, available thereof is entirely at Your own option and risk and We shall be held harmless and not be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, monetary or any other damages, fees, fines, penalties or liabilities whatsoever arising out of or relating to Your use of the Platform or any content thereof, including Mobile Game. To the maximum extent permitted by Applicable Law, Our total liability to You for any damages (regardless of the foundation for the action) shall not exceed in the aggregate the Balance in your Account.

11.8 . You may terminate Your access to the Platform if You are not satisfied with the Platform or any Mobile Games.

11.9 . Force Majeure: Games 11 shall not be liable for any damages whatsoever arising out of Force Majeure Event or other similar circumstances, directly or indirectly to the Users as a result of playing Mobile Games or using the services offered by Games 11 on the Platform. A Force Majeure Event is a real or potential labour disputes, governmental actions, war or threat of war, sabotage, civil unrest, demonstrations, fire, storm, flooding, explosion, earthquake, provisions or limitations of materials or resources, inability to obtain the relevant authorization, accident, and defect in electricity or telecommunication network that affects the Company’s ability to offer the services or/and the Mobile Games on the Platform. Force majeure or other event beyond Games 11's control hindering, delaying or complicating the maintenance of the Platform entitles Games 11 to suspend or limit the Platform until further notice.

Governing law and dispute resolution

12.1 . The Platform may be controlled and operated through any country and will be subject to the laws of that state in which they are controlled and operated by the User. If You use the Platform from any location, then, You are responsible for compliance with the local laws applicable to You.

12.2 . All or any disputes arising out of or touching upon or in relation to this Agreement including the interpretation and validity of the terms thereof and the respective rights and obligations of the parties shall be settled through arbitration. The arbitration shall be governed by the Arbitration & Conciliation Act, 1996 (India) or any statutory amendments/modifications thereto for the time being in force.

12.3 . The arbitration proceedings shall be held at Bangalore, Karnataka by a sole arbitrator who shall be appointed by Games 11 and whose decision shall be final and binding upon all the parties.

12.4 . Subject to the arbitration clause, the courts at Bangalore, Karnataka alone shall have the jurisdiction. The language of the arbitration proceedings shall be in English.

12.5 . You and Games 11 agree that any cause of action arising out of Your use of the Platform must be commenced within 3 (three) months after the cause of action accrues or You become aware of the facts giving rise to the cause of action, whichever is later. Otherwise, such cause of action shall be permanently barred.

Grievance Officer 

In accordance with the Information Technology Act 2000 and rules made thereunder, We have a Grievance Officer to address Your concerns regarding data safety, privacy, and the Platform usage concerns including complaints You have against other users on the Platform. We will resolve these issues raised by You within 30 (thirty) days from receiving them. You may contact the Grievance Officer at the following coordinates: 

Referral program

1.Games 11 may offer referral programs (“Referral Program”) on the Platform to allow all its Users to receive certain rewards in the form of Games 11 Tokens (“Rewards”) for each player that they refer to play on the Platform

2. All active Users of the Platform are eligible to participate in the Referral Program except in cases where an Account has been suspended or has otherwise been disallowed by Games 11 from participation in the Referral Program.
3. Only ‘successful referrals’ will be counted and eligible to receive the Rewards. A successful referral is an event in which a new User will register on the Platform and complete the sign-up by clicking on the referral link of the referrer or by putting the referrer’s unique referral code.
4. Criteria to use the Rewards– The User will be able to use only a certain percentage of the cumulative Rewards (as permitted by Games 11 from time to time) reflecting in his/her Account to join any of the upcoming tournaments on the Platform.
5. 5. Additional terms applicable to all Referral Programs

1. The nature and value of Rewards to be credited will be based on the Referral Program offered by Games 11 at any given point in time to an individual User.
2. Referral links will be generated from each User’s Account on the Platform.

6. Disqualification from Referral Programs

1. Users will not receive credit for referring themselves by creating multiple Accounts.
2. Games 11 reserves the right, in its sole discretion, to suspend or disqualify an Account from the Referral Program or nullify the referral Rewards.

7. Taxes– The Users are responsible for paying any and all taxes or commissions related to the Rewards earned by them through the Referral Programs on the Platform. Games 11 reserves the right to withhold taxes as appropriate and as required under Applicable Laws.
8. Games 11Content Service

4.1. You must be 18 years of age, or the age of majority in your province, territory or country, to access the Games 11 Content service. Minors may not access or use the Games 11 Content service.

4.2. The Games 11 Content service and any content accessed through the service are for your personal and non-commercial use only and may not be shared with anyone. While accessing the Games 11 Content after paying the relevant access fee we grant you a limited, non-exclusive, non-transferable right to access the Games 11 Content service and access Games 11 Content. Except for the foregoing, no right, title or interest shall be transferred to you. You agree not to use the service for broadcasting, public performances, sharing over any channels etc.

4.3. You may access the Games 11 Content only within India and we reserve the right to place any geographic restrictions on access to such content depending upon licensing conditions or having regard to local laws.  The content that may be available for you to access will vary by geographic location and will change from time to time. Certain Games 11 Content may be available for live streaming and shall not be available on the Games 11 Content-ready device once the live-stream is over. Such content shall have to be accessed at designated streaming times according to the schedule available on the Games 11 platform and we shall not be responsible for any loss in content warranted by a delay in accessing the said content. 

4.4. The Games 11 Content service, including the content library, is regularly updated. In addition, we may continually test various aspects of our service, including our website, user interfaces, promotional features and availability of Games 11 Content.

4.5. Unless otherwise specified, payment of access fee for a particular Games 11 Content entitles you to access it only once and any repeat access of the same content shall require you to pay the access fee again. We may at our sole discretion offer content that is available for temporary download and offline access on your Games 11 Content-ready device (“Offline Content”). Such Offline Content once downloaded on to your Games 11 Content-ready device may be accessed as many times as you wish without requiring payment of additional access fees. Limitations apply, including restrictions on the number of Offline Content per account, storage limitations of your Games 11 account and / or your Games 11 Content-ready device, the maximum number of Games 11 Content-ready devices that can contain Offline Titles per account, the time period within which you will need to begin accessing Offline Titles and how long the Offline Titles will remain accessible. As Games 11 Content is not available outside India, Offline Titles may also not be playable in countries outside India even though they were originally accessed, downloaded and stored while the user was in India.

4.6. You agree to use the Games 11 Content service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein. You agree not to archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorized in these Terms of Use) content and information contained on or obtained from or through the Games 11 Content service. You also agree not to: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Games 11 Content service; use any robot, spider, scraper or other automated means to access the Games 11 Content service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Games 11 Content service; insert any code or product or manipulate the content of the Games 11 Content service in any way; or use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Games 11 Content service, including any software viruses or any other computer code, files or programs. We may terminate or restrict your use of our service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the service.

4.8. Games 11 platform software is developed by, or for, Games 11 and is designed to enable use of Games 11 services including Games 11 Content services through Games 11 Content-ready devices. This software may vary by device and medium, and functionalities and features may also differ between devices. You acknowledge that the use of the service may require third party software that is subject to third party licenses. You agree that you may automatically receive updated versions of the Games 11 application and related third-party software.

5. Passwords and Account Access. The user who created the Games 11 account and is charged the access fee for the Games 11 Content (the “Account Owner”) has access and control over the Games 11 account and the Games 11 Content-ready devices that are used to access our service and is responsible for any activity that occurs through the Games 11 account. To maintain control over the account and to prevent anyone from accessing the account (which would include information on viewing history for the account), the Account Owner should maintain control over the Games 11 Content-ready devices that are used to access the service and not reveal the password or details of the payment methods associated with the Deposit Wallet of the account to anyone.
6. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, Games 11 or our partners from identity theft or other fraudulent activity.
7. Warranties and Limitations on Liability. The Games 11 Content service is provided “as is” and without warranty or condition. In particular, our service may not be uninterrupted or error-free. You waive all special, indirect and consequential damages against us. These terms will not limit any non-waivable warranties or consumer protection rights that you may be entitled to under the laws of your country of residence.
8. Miscellaneous

8.1. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of India.

8.2. Unsolicited Materials. We do not accept unsolicited materials or ideas for Games 11 Content and we are not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to us.

8.3. Customer Support. To find more information about our service and its features or if you need assistance with your account, please visit the Help Center on our website. In the event of any conflict between these Terms of Use and information provided by Customer Support or other portions of our website, these Terms of Use will prevail.

8.4. Survival. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

8.5. Changes to Terms of Use and Assignment. We may, from time to time, change these Terms of Use. We will notify you at least 30 days before such changes apply to you. We may assign or transfer our agreement with you including our associated rights and obligations at any time and you agree to cooperate with us in connection with such an assignment or transfer.

8.6. Electronic Communications. We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or debits to Deposit Wallets, balance short-fall in payment of access fee, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration.

Terms for content providers (the Licensors)

Annexure II

Standard Content Licensing Agreement

By hosting content on Games 11 shows you (the “Licensor”) agree to be bound by the terms of this Standard Content Licensing Agreement.

WHEREAS

1. The Licensor, owns the underlying intellectual property including the copyright in the content more specifically described in Schedule I(the “Content”).
2. The Licensee, a company incorporated under the laws of India operates a mobile application and associated website which offers games and audio-visual / video / audio content through online streaming on its platform (the “Games 11”).
3. The Licensor agrees to license the right to use the Content to the Licensee and all underlying intellectual property in such Content including copyrights if any in accordance with the terms and conditions set forth herein and the Licensee agrees to accept the license on the terms and conditions set forth herein.

NOW THEREFORE, the parties, upon negotiations, agree as follows:

1. Granting of License

1. The Content

1.1.1 Upon the terms and conditions hereinafter set forth, the Licensor hereby grants to the Licensee and the Licensee hereby accepts the right to use the Content in India.

1.1.2 The Licensor shall have the sole and exclusive ownership of the Content, including all improvements, updates, derivative products and intellectual property rights thereof, whether such improvements, updates, derivative products and intellectual property rights are made by the Licensor or the Licensee. The rights and obligations under this paragraph shall survive the termination of this Agreement.

1.2 Scope

1.2.1 The right to use the Content granted by the Licensor to the Licensee is effective only for the business operation of the Games 11 platform by the Licensee. The Licensor agrees that the Licensee may use the Content on any other website or media pursuant to the purpose of the license and to enable the Licensee to fully utilize the underlying intellectual properties granted in respect of the Content as far as such use relates to the Games 11 platform.

1.2.2 The right to use the Content granted by the Licensor to the Licensee is effective only in India.

1.2.3 The license provided by the Licensor is exclusive to the Licensee in India and the Licensor shall not license the Content to any third-party during the term of this Agreement without the consent of the Licensee irrespective of the scope of this license. 

1.2.4 The Licensor acknowledges and agrees that the Licensor shall provide the Content for access, viewing, listening etc. on the Games 11 platform to its users and may permit its users to download the said Content for offline access, viewing, listening etc. on the Games 11 platform (“Access”).

2. Terms of Payment

The Licensee agrees to pay the Licensor license fees amounting to INR … per unique Access by the Licensee’s users on the Games 11 platform.  For avoidance of doubts, it is clarified that; if the licensed Content is accessed multiple times from the same device or multiple devices associated with the same user account, the Licensor and the Licensee shall treat the same as a single (1) unique Access and license fees shall be payable only once in respect of such Access.

The Licensee shall pay the license fees for each audio show as conducted by the licensor after providing the Licensor with details of the number of unique Access during such period in the manner

The Licensor shall have to raise a tax invoice on the Licensee to enable the Licensee to pay the license fee.

The Licensor acknowledges that the Licensee may deduct appropriate income taxes at source as per applicable laws.

Any and all indirect taxes including goods and service taxes shall be borne by the Licensor and the same shall be accounted for in the tax invoice raised by the Licensor on the Licensee.

3. Intellectual Property and Confidentiality

3.1 The Licensee shall use its reasonable effort to protect and maintain the confidentiality of any and all data and information from the Licensor marked as or known by the Licensee to be confidential (collectively, the “Confidential Information”). Upon termination of this Agreement, the Licensee shall return any Confidential Information to the Licensor or destroy it itself, delete any Confidential Information from any electronic devices and cease to use such Confidential Information as required by the Licensor. The Licensee shall not disclose, grant or transfer any Confidential Information to any third party without the Licensor’s written consent.

3.2 Both parties agree that this Clause 3 shall survive the invalidity, amendment, cancellation, termination or unenforceability of this Agreement.

4. Representations and Warranties

4.1 The Licensor represents and warrants as follows:

4.1.1 It has the exclusive ownership of the Content including all underlying intellectual property therein and is not bound by any obligations under law or under contract which prevent it from entering into this Agreement or licensing the Content to the Licensee having regard to the scope of the license.

4.1.2 The Content does not contain any material that is in any way illegal, offensive, against public morality or order, or may hurt the sentiments of any group of people, or is disparaging or defamatory of any person or groups of persons.

4.1.3 The execution and performance of this Agreement by it are within its power and it has taken all necessary actions and obtained all necessary consents or approvals by third parties or government agencies to enter into this Agreement and perform this Agreement. The execution and performance of this Agreement by it do not violate the laws and contracts binding upon or influencing it; and

4.1.4 Upon execution, this Agreement will constitute a legal, valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms.

4.2 The Licensee represents and warrants as follows:

4.2.1 It is a company duly incorporated in India and validly existing under the laws of India;

4.2.2 The execution and performance of this Agreement by it are within its corporate power and business scope. It has taken all necessary actions and obtained all necessary consents or approvals by third parties or government agencies. The execution and performance of this Agreement by it do not violate the laws and contracts binding upon or influencing it; and

4.2.3 Upon execution, this Agreement will constitute a legal, valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms.

5. Licensor’s Ownership and Protection of Licensor’s Rights

5.1 The Licensee agrees, during the term of this Agreement and thereafter, it shall not challenge the ownership and other rights of the Licensor in the Content.

5.2 The Licensee agrees to provide necessary assistance to the Licensor to protect the Licensor’s rights with respect to the Content and inform the Licensee of any infringement by any third party in writing if it becomes aware of or has knowledge of such infringement.

5.3 The Licensee agrees that it shall use the Copyright only in accordance with this Agreement and shall not to use the Copyright in any manner that could be deemed by the Licensor to be fraudulent, misleading or otherwise harmful to the Copyright or the reputation of the Licensor.

6. Indemnity

6.1 The Licensor hereby indemnifies the Licensee against any and all third-party claims without limitation arising out of breach of any of the representations and warranties of the Licensor.

6.2 The Licensee shall have the right to withhold any sums due to the Licensee including the license fees to meet any liabilities including legal costs incurred or likely to be incurred by the Licensee arising out of a claim by any third party resulting from a breach of the representations and warranties of the Licensor

7. Effective Date and Term

7.1 This Agreement shall be executed and become effective as of the date first set forth above. The term of this Agreement is one (1) year unless terminated earlier pursuant to this Agreement.

7.2 This Agreement may be extended automatically for one year upon its expiration (including the expiration of any extended term) unless the Licensor prior to the expiration hereof gives written notice not to extend this Agreement.

8. Termination

8.1 This Agreement shall terminate on the date of expiration or the date of the expiration of extended terms when the Licensor notifies the Licensee in writing not to extend this Agreement.

8.2 Without prejudice to any legal or other rights or remedies of the party who asks for termination of this Agreement, any party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement and fails to cure such breach within 30 days from the date the breaching party receives the written notice of its breach from the non-breaching party.

8.3 During the term of this Agreement, the Licensor as well as the Licensee may terminate this Agreement at any time by providing thirty (30) days’ written notice to the other party.

9. Effect of Termination or Expiration

Upon and after the expiration or termination of this Agreement, all rights granted to the Licensee hereunder shall forthwith revert to the Licensor, which shall be free to license the right to use the Content to others and the Licensee cease any further direct or indirect use of the Content.

10. Force Majeure

10.1 Force Majeure, which includes but not limited to acts of governments, acts of nature, fires, explosions, typhoons, floods, earthquakes, tides, lightning or war, means any unforeseen event that is beyond the party’s reasonable control and cannot be prevented with reasonable care of the affected party. However, any insufficiency of creditworthiness, capital or financing shall not be regarded as an event beyond the party’s reasonable control. The party affected by Force Majeure and seeking exemption from performing the obligations under this Agreement shall inform the other party of such exemption and any action taken by it in performing this Agreement.

10.2 In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, and only to the extent such delay and prevention, the affected party shall not be liable for obligations under this Agreement. The affected party shall take appropriate measures to minimize or remove the effects of Force Majeure and attempt to resume the performance of the obligations that were delayed or prevented by the event of Force Majeure. Once the event of Force Majeure is removed, both parties agree to resume the performance of this Agreement using their best efforts.

11. Settlement of Disputes

Any dispute arising in connection with the interpretation and performance of the provisions of this Agreement shall be resolved by the parties in good faith through negotiations. In case no resolution can be reached by the Parties within thirty (30) days after either party makes a request for a dispute resolution through negotiations, either party may refer such dispute to adjudication through arbitration under the applicable laws. The dispute shall be referred to a sole arbitrator appointed in accordance with applicable laws.

12. Notices

Notices or other communications required to be given by any party pursuant to this Agreement shall be emailed to Games 11 and to the Licensor by the email as provided to the Games 11

13. Assignment and Sublicense

13.1 The rights and obligations licensed by the Licensor to the Licensee pursuant to this Agreement shall not be assigned, pledged or sublicensed without the prior written consent of the Licensor.

13.2 The Licensor hereby agrees that it shall not transfer the rights and obligations under this Agreement to any third party without the prior written consent of the Licensee.

14. Applicable Law

The validity, performance and interpretation of this Agreement shall be governed by the laws of India.

15. Amendment or Supplement

The parties may amend or supplement this Agreement by written agreement. The amendments or supplements to this Agreement duly executed by both parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement.

16. Severability

If any provision of this Agreement is judged to be invalid or unenforceable because it is inconsistent with applicable laws, such invalidity or unenforceability shall be only with respect to such laws, and the validity, legality and enforceability of the other provisions hereof shall not be affected.

17. Appendices and Schedules

The Appendices and Schedules to in this Agreement shall form an integral part of this Agreement and shall have the same legal effect as this Agreement.

Schedule I

Description of Content

Content as provided on Games 11 shows from time to time.

Schedule II

Payment Mechanism

The Licensor will be shown the number of unique access received by the licensor for an audio show as well as the commensurate license fee payable to the licensor. The same will be credited to the Linked Wallet Details of Licensor on Games 11 platform

Frequency of Payments… per audio show

DISCLAIMER: Unless otherwise explicitly specified, Games 11 is not affiliated in any way to and claims no association, in any capacity whatsoever, with any sports governing bodies and leagues, including, but not limited to the Board of Control for Cricket in India (BCCI) or the Indian Premier League (IPL).

Anti-Money Laundering Policy

This Anti-Money Laundering Policy (“AML Policy”) is testimony to the Company’s commitments against money laundering, financing of terrorism, and related illegal activities. It describes the Company’s policies and procedures instituted in an attempt to ensure that the Services offered by the Company are not being used by the Users to facilitate commission of any criminal offences or violating any Applicable Laws, including but not limited the Prevention of Money Laundering Act 2002 and the Unlawful Activities Prevention Act 1967. Although under the said laws, the Company does not qualify as an entity obligated to follow the procedures prescribed herein, the Company has prepared this AML Policy to ensure transparency in the activities conducted from the Account and to prevent money laundering and other illegal activities over the Platform in consonance with the spirit of law. 

This AML Policy applies uniformly to any User desirous of availing the Services or otherwise using or benefitting from the use of the Platform and should be read as a part of the Terms of Use. It is imperative that You read this AML Policy before using the Platform or submitting any personal information. By using the Platform, You are expressly consenting to be bound by the Terms of Use and consequently this AML Policy.

Definitions

1.1 . “Beneficial Owner” means: In case of companies, the natural person who has ownership of over 25% (twenty five per cent) of the shares; is entitled to over 25% (twenty five percent) of the profits; or has the power, directly or indirectly, to appoint or elect more than half of the board of directors of such company, as the case maybe. In case of partnership firms/limited liability partnerships, the natural person who has ownership of over 15% (fifteen per cent) of the capital; or is entitled to over 15% (fifteen per cent) of the profits of such firm, as the case maybe;

1.2 . “Identification Document(s)” refers to: (i) Permanent Account Number (PAN) card; (ii) Passport; (iii) Driving License; (iv) Government issued identity cards; or (v) such other document as may be notified by the Company from time to time;

“Regulated Entity” shall mean banks, financial institutions or intermediaries who are mandated by law to maintain records under the provisions of the Prevention of Money-laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules, 2005 (“Verification Rules”).

1.3 .“Suspicious Transactions” refers to the following activities, whether attempted or executed: 

(i) Terrorist financing: transactions which to a Person acting in good faith appear to have been done in order to collect funds, in full or in part, by any terrorist or related organization, or in order to carry out any of the activities relating to terrorism, or terrorist acts;

(ii) Unusually Complex: transactions which to a Person acting in good faith appear to have been structured in a manner of unusual or unjustified complexity;

(iii) Mala-fide Purpose:  transactions which to a Person acting in good faith appear to have not been transacted for bona-fide purpose or do not have a sound economic rationale.

(iv) Money Laundering: transactions which to a Person acting in good faith appear to involve proceeds of any offence listed in the Schedule to the Prevention of Money Laundering Act, 2002. 

1.4 . The capitalized terms used herein, but not defined, shall have the meaning given to our terms of use available at(“Terms of Use”).

2. AML Policy Is Part Of Our Terms – This AML Policy is a part of and incorporated within, and is to be read along with the Terms of Use (the “Terms of Use”).
3. Policy Changes – The Company may change and update this AML Policy from time to time. Such changes may be made without prior notice, but any changes will only apply to activities and information going forward, and not on a retroactive basis. You are encouraged to review this AML Policy whenever you access the Platform. 
4. Your Obligations

4.1 . You acknowledge that it is Your duty to ensure compliance with the terms and conditions described in this AML Policy and accord Your consent to not using the Services and the Platform in any manner which results in committing/attempting to commit any criminal offences.

4.2 . You must ensure that any personal information and/or Identification Documents submitted by You belong to You.

4.3 . You must update any information provided by You basis your Identification Documents within 30 (thirty) days of any change or modification thereof.

4.4 . In case You are acting on behalf of a juridical person, You must identify the Beneficial Owner and also assist in verification of the identity of such Beneficial Owner and any individual who purports to act on behalf of such juridical person.

5. Purpose of this Policy – In order to mitigate its risks relating to money laundering and other illegal activities, the Company intends to put in place this policy which has the following elements: 

(i) Customer Acceptance and Verification Terms;

(ii) Risk Management Procedure; and

(iii) Transaction Monitoring Terms

6. Customer Acceptance and Verification Terms

6.1 . The Games 11 Platform may only be used by Persons who fulfil our eligibility criteria as laid down in our Terms of Use. Users may further partake any Services offered by this Platform only after registering themselves on the Platform in accordance with the procedure stated in our Terms of Use. 

6.2 . Money may be deposited or withdrawn from the concerned Games 11 Account by a User only by means of an account maintained with a Regulated Entity. It is clarified that only those Users whose accounts with the Regulated Entity have been verified by the Regulated Entities in accordance with the Verifications Rules may deposit or withdraw money from their Games 11 Account.

6.3 . Users are further required to undergo a KYC verification process whenever they seek to withdraw Winning from their Account as provided in the Terms of Use. For the purposes of such KYC verification of any User’s identity, the Company will rely on appropriate third-party service providers to authenticate the Identification Documents and other incidental details provided by the User. Users must ensure that they have adhered to the KYC requirements applicable to them with such third-party service providers (including payment partners) on the Platform.

6.4 . Notwithstanding the foregoing, Games 11 reserves the right to seek further information from the Users, including Identification Documents.

6.5 . The Company may, in its sole discretion, refuse to open any new Account, terminate existing Account after giving due notice, or refuse to process any transactions on the Platforms if it is unable to ensure Your compliance with this AML Policy, either due to non-cooperation by the User or due to the details provided by the User being found unreliable or unverifiable to the Company’s satisfaction.

7. Risk Management Procedure 

7.1 . The Company may categorize its Users including You into low, medium or high-risk categories, after undertaking an appropriate risk assessment of each User based on the following factors (including without limitation):

(i)Sufficiency and adequacy of identification information submitted by the User;

(ii) User’s social and/or financial status;

(iii) Nature of User’s business/vocational activities; or

(iv) Guidance notes circulated by various governmental and inter-governmental organizations.

7.2 . You acknowledge that in order to maintain the integrity of the risk management procedure, the Company will keep Your risk categorization and any data related thereto confidential. You will not be entitled to seek disclosure of Your risk categorization. However, the Company may disclose the User’s risk categorization data to the competent enforcement authority if it finds that a particular User has executed or is likely to execute any Suspicious Transaction.

8 . Transaction Monitoring Terms

8.1 . All transactions executed and/or attempted to be executed from the Account are regularly monitored by the Company, both manually and through use of software-based algorithms, in order to promptly identify and highlight certain kinds of transaction including without limitation, the following kinds of transactions:

(i) High value transactions of such amounts as may be specified by Games 11 from time to time or as may be required under Applicable Law;

(ii) Low value but repetitive transaction of such amounts as may be specified by Games 11 from time to time or as may be required under Applicable Law; and

(iii) Suspicious Transactions.

8.2 . The Company may, from time to time, undertake necessary investigation in order to identify and examine transactions inconsistent with any User’s risk profile sophistication, and expected usage pattern. 

8.3 . The extent of monitoring shall depend on various factors including upon each User’s risk profile.

8.4 . The Company may, from time to time, undertake necessary investigation in order to identify and examine transactions inconsistent with any User’s risk, sophistication, and expected usage pattern. 

9. Maintenance of Records – The Company will maintain and preserve the following: 

(i) Records of all transactions executed on the Platform, for a period of at least 3 (three) years from the date of each transaction.

(ii) Records of all transactions identified (Transaction Monitoring Terms) above for a period of at least 3 (three) years, including but not limited to the information about the nature, value and parties to such transactions, and their date of remittance.

(iii) Identification records of Users during the subsistence of and for a period of at least 3 (three) years from the date of termination of such Account.

10 . Compliance, Disclosure, and Notices

10.1 . The Company may share, from time to time, information regarding transactions identified under Clause 8 (Transaction Monitoring Terms), identification information of such Users, or any other information mandated under the Applicable Law, with the appropriate enforcement authorities. 

10.2 . In order to improve the integrity and transparency of transactions on the Platform, You are encouraged to report any information You are privy to or become privy to in the future regarding any Suspicious Transactions or transactions You have find or have reason to believe are dubious in nature, to our Compliance Officer.

10.3 . In order to ensure compliance with this AML Policy and/or the Applicable Law, the Company may be required to send You notices from time to time. All such notices will be sent to such address as provided by You under Clause 6 (Customer Acceptance and Verification Terms) of this AML Policy. Where You are required to share any information according to the procedures contained in this AML Policy, such communication may be made by You electronically by sending an email.