Morsel Games End User License Agreement

Morsel Games End User License Agreement - v1.0

This End User License Agreement is a legal agreement between You and Whyle Labs Inc. with respect to Your license, access and use of the Software. By accessing the Software, creating an account, or making a Purchase, you represent that you have the authority to act on behalf of the organization or individual which you represent and that you have read, understand and agree to be bound by the terms of this Agreement to the exclusion of any other terms or representations made outside this Agreement. Your use of the Software is also subject to our Privacy Policy, which is incorporated into this Agreement by reference.

1. DEFINITIONS

1.1 For the purposes of this End-User License Agreement
1. "Agreement" means this End-User License Agreement that forms the entire agreement between You and Whyle Labs regarding the use of the Software.
2. "Whyle Labs" (referred to as either "Whyle Labs", "We", "Us" or "Our" in this Agreement) refers to Whyle Labs Inc.
3. "Purchase" means a transaction for Virtual Items, in-game currency, or other digital goods made by You in connection with the Software, whether processed by Whyle Labs directly or through a third-party payment processor or platform;
4. “Privacy Policy” means the privacy policy published by Whyle Labs from time to time and available on its website.
5. "Software" means the software program provided by Whyle Labs accessed by You and known as Morsel Games.
6. "Virtual Items" means any virtual currency, cosmetic item, feature unlock, entitlement (such as ad removal or access to additional levels or game modes), or other digital content or benefit made available for purchase, unlock, or use within the Software;
7. "Device" means any device owned or operated by you that can access the Software such as a computer, a cellphone or a digital tablet.
8. "You" means the individual accessing or using the Software, or other legal entity on behalf of which such individual is accessing or using the Software, as applicable.

2. LICENSE GRANTS

2.1 License: Whyle Labs grants You a revocable, non-exclusive, non-transferable, non-sublicensable, personal limited license to access and use the Software strictly in accordance with the terms of this Agreement. It is Your responsibility to fully comply with all applicable laws in using and handling the Software.
2.2 Eligibility: You represent that You are of legal age to form a binding contract in Your jurisdiction, or that You have obtained the consent of a parent or legal guardian to enter into this Agreement and to make any Purchase. The Software is not directed at children under the age of 13; see our Privacy Policy for more information.

3. PURCHASES AND FEES

3.1 Purchases: When you make a Purchase, you agree to pay the price displayed at the time of Purchase, together with any applicable taxes, whether included in the displayed price or added at checkout, as clearly indicated before you complete your Purchase. Purchases may be processed by Whyle Labs directly, by a third-party payment processor on Whyle Labs' behalf, or through a third-party platform (such as an app store), depending on how You access the Software. All Purchases are final except as required by applicable law or as Whyle Labs otherwise states.
3.2 Taxes: You are responsible for all taxes relating to a Purchase, which will be identified at the time of Purchase where applicable.
3.3 Delivery: Virtual Items and in-game currency purchased through the Software will be delivered electronically to Your account.
3.4 Chargebacks and Payment Disputes: If You dispute or reverse a Purchase (e.g. via chargeback) without first contacting Whyle Labs, Whyle Labs may suspend or terminate Your account and revoke access to any Virtual Items associated with the disputed Purchase, in addition to any other remedies available to Whyle Labs.
3.5 Statutory Right of Withdrawal: Where required by applicable law (for example, for consumers in the European Union or United Kingdom), You may have a statutory right to withdraw from a Purchase within 14 days without giving a reason. By completing a Purchase, You expressly request that Whyle Labs begin delivery of the associated Virtual Items or in-game currency immediately, and You acknowledge that, to the extent permitted by applicable law, You lose this right of withdrawal once delivery has begun.
3.6 Refunds: Except as set out in Section 3.5 or as otherwise required by applicable law, Purchases are non-refundable and Whyle Labs does not offer refunds or exchanges for Virtual Items, in-game currency, or other digital goods. If You have any concerns about a Purchase, You are welcome to contact us at inquiries@morsel.ca; we will consider Your request, though we are under no obligation to grant it.

4. VIRTUAL ITEMS AND IN-GAME CURRENCY

4.1 No Monetary Value: Virtual Items have no monetary value and are not redeemable for cash or any other form of value, except as required by applicable law.
4.2 License Only: Virtual Items are licensed to You, not sold, and You do not acquire any ownership interest in them. Whyle Labs may modify, rebalance, or discontinue any Virtual Item at its discretion.
4.3 Non-Transferable: Virtual Items and Your account may not be sold, traded, gifted, or otherwise transferred to any other person, except where Whyle Labs expressly enables such a feature within the Software.
4.4 Forfeiture: Upon termination of this Agreement, whether by You or by Whyle Labs, You forfeit any Virtual Items associated with Your account without compensation, except as required by applicable law.

5. SUPPORT SERVICES

5.1 Services: From time to time, and at Whyle Labs’ sole discretion, Whyle Labs may provide supported services to ensure the product is operating as intended and to assist with troubleshooting issues You may face with the Software. Whyle Labs may require Your personal data to provide support services. In such instance where your personal data is provided to Whyle Labs (i.e. screenshots, bug reports, or other gameplay or device information), You are solely responsible and liable in connection with the provision of such data to Whyle Labs, including, without limitation, ensuring that the collection, processing and transfer of such data is in compliance with all applicable laws. Any data You choose to provide to Whyle Labs in connection with the licensing and/or support of the Software shall be processed and stored in accordance with the Whyle Labs’ Privacy Policy.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 License Only: You do not acquire any intellectual property rights to the Software under this Agreement, including, without limitation, any right, title or interest in and to patents, copyrights, trademarks, trade names, industrial designs, or trade secrets, whether registered or unregistered. The Software is licensed and not sold. Any rights not expressly granted under this Agreement are reserved by Whyle Labs.
6.2 Feedback: Whyle Labs shall own all feedback, comments, suggestions, ideas, and concepts that You provide or identify during Your use of the Software and Support Services, and all associated intellectual property rights (collectively the “Feedback”). You hereby assign to Whyle Labs all of Your right, title and interest in Your Feedback.

7. WARRANTIES, EXCLUSIONS, DISCLAIMER

7.1 No Warranty: The Software is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Whyle Labs, on its own behalf, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Whyle Labs provides no warranty or undertaking, and makes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, Whyle Labs does not make any representation or warranty of any kind, express or implied as to the operation or availability of the Software, that the Software will be uninterrupted or error-free, or that the Software, its servers, the content, or e-mails or other communications sent from or on behalf of Whyle Labs are free of viruses, malware or other harmful components. To the maximum extent permitted by law, any implied warranties or conditions relating to the Software that cannot be excluded as set out above are limited to thirty (30) days from the date that the Software is delivered to You.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability: Notwithstanding any damages that You might incur, the entire liability of Whyle Labs under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You to Whyle Labs in the twelve (12) months preceding the event giving rise to the claim. To the maximum extent permitted by applicable law, in no event shall Whyle Labs be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Software or otherwise in connection with any provision of this Agreement), even if Whyle Labs or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

9. INDEMNIFICATION

9.1 Your Indemnification of Whyle Labs: You agree to indemnify and hold Whyle Labs and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim, including third-party claims, or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Software; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
9.2 Mutual General Indemnity: Each party will defend and hold harmless the other from and against any claim arising from gross negligence, willful misconduct, or fraudulent misrepresentation and fraud by a party.

10. ACCEPTABLE USE

10.1 Rules of Conduct: When using the Software, You agree not to: (a) violate any community rules or in-game rules of conduct published by Whyle Labs; (b) exploit any bug or glitch to obtain Virtual Items, in-game currency, or other benefits Whyle Labs did not intend to grant, or in a manner that disrupts or degrades other players' experience; (c) cheat, or use unauthorized third-party software, scripts, bots, macros, or automation to gain an unfair advantage; (d) harass, threaten, or abuse other players or Whyle Labs staff; (e) engage in fraudulent activity, including payment fraud or account fraud; or (f) attempt to gain unauthorized access to the Software, other players' accounts, or Whyle Labs' systems. For clarity, using movement techniques, skips, or other glitches discovered through normal gameplay and standard input methods, without external tools, to complete courses or achieve faster times is not, by itself, a violation of this Section.
10.2 Enforcement: Whyle Labs may, in its sole discretion, remove or reverse content or in-game results, restrict features, or suspend or terminate Your account for any violation of this Section, without prior notice and without liability to You.

11. TERM AND TERMINATION

11.1 Term: This Agreement shall remain in effect until terminated by You or Whyle Labs. Whyle Labs may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. In the event You terminate this Agreement you shall not be entitled to a refund.
11.2 Automatic Termination: This Agreement will terminate immediately, without prior notice from Whyle Labs, in the event that you fail to comply with any provision of this Agreement, including but not limited to Section 10 (Acceptable Use).
11.3 Obligations Upon Termination: Upon termination of this Agreement, You shall cease all use of the Software and delete all copies of the Software from your Device.
11.4 Non-Limitation: Termination of this Agreement will not limit any of Whyle Labs's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
11.5 Survival: Section 4 (Virtual Items and In-Game Currency), Section 8 (Limitation of Liability), Section 9 (Indemnification), and any other provision of this Agreement which by its nature would survive the termination or expiration of this Agreement shall do so.
11.6 Service Discontinuation: Whyle Labs does not guarantee that the Software, or any particular feature, game mode, or online service, will continue to be available indefinitely. If Whyle Labs discontinues the Software in its entirety, Whyle Labs intends to provide at least 90 days' advance notice where reasonably practicable, though there may be circumstances (e.g., legal requirements, insolvency, or security concerns) where earlier or no notice is possible. Upon discontinuation, this Agreement will terminate, Your license to access the Software will end, and any Virtual Items, in-game currency, or account data will cease to be accessible, without compensation, except as required by applicable law.

12. GENERAL PROVISIONS

12.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings relating to the subject matter hereof. Any additional or different terms and conditions proposed by You, whether at the time of Purchase or otherwise, shall not apply.
12.2 Force Majeure: Neither party shall be deemed to be in default of this Agreement for failure to fulfill its obligations due to causes beyond its reasonable control. This provision shall not be construed as excusing any payment obligations.
12.3 Waiver: No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. Any waiver by a party of a particular breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
12.4 Changes to Agreement: Whyle Labs reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of Whyle Labs. By continuing to access or use the Software after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Software.
12.5 Notices: Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand or sent by registered mail, courier, facsimile or electronic mail. For notices to You, Whyle Labs shall send such notice to the email address associated with Your account, if any, or otherwise provide notice through the Software or our website. For notice to Whyle Labs, You shall send such notice to Attn: Legal Department, Whyle Labs, with an office at 463 Eglinton Ave W Suite #209, Toronto, ON, M5N 1A7.
12.6 Assignment: You shall not assign or transfer this Agreement (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control) without the prior written consent of Whyle Labs. This Agreement shall be binding upon the parties hereto and their respective lawful successors and permitted assigns. Any purported assignment in violation of this section shall be null and void.
12.7 Electronic Execution: The parties agree to the use of electronic communication in order to enter into this Agreement, Purchases, or any other notices or records. You hereby waive any rights or requirements under any laws in any jurisdiction which require an original, non-electronic signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
12.8 Invalidity: If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
12.9 Governing Law and Venue: This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The courts located in Toronto, Ontario shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Nothing in this Section deprives You of the protection of any mandatory consumer-protection provisions of the law of the country or province in which You reside, where such provisions apply and cannot be waived by agreement.