Terms and Conditions

Introduction

  1. The BrainBux App and the Games made available through the BrainBux App are owned and operated by Brainbux Pty Ltd (ACN 676 898 007) (BrainBux, our, us or we).
  2. By downloading, using, browsing or accessing the BrainBux App and the Games, you acknowledge that you have read, understood and accept these BrainBux Gaming User Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not access and use the BrainBux App and the Games.
  3. In this agreement, you and your means the individual who accesses or uses the BrainBux App and the Games, and whose details are listed in the Account (and includes anyone acting on your behalf or with your express or implied authority).

 

BrainBux App

  1. The BrainBux App is a play to win puzzle-solving game made available through a mobile application on a pay per play basis that allows you to compete with other users to solve Puzzles in real time and to accrue Winnings each successive Round you complete a Puzzle faster than another user (Games). The longer your winning streak the more Winnings you win. If you lose a Round you will forfeit the Winnings you have won in the previous Rounds.
  2. The BrainBux App is a skill-based game which requires users to demonstrate skill, creativity, imagination and quick thinking to solve Puzzles faster than another user. Random selection does not play a part in determining the winner (only the other user you compete against). The BrainBux App is not an online gambling or casino game.
  3. By downloading, accessing and using the BrainBux App, we grant you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to download, install, access and use the BrainBux App and the Games for the Term.
  4. You must only use the BrainBux App and Games for personal and non-commercial purposes. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

 

Term

  1. This agreement will commence on the date you download and access the BrainBux App (Commencement Date) and shall continue until terminated in accordance with clause 14 (Termination).

 

Registration and Access

  1. To access and use the BrainBux App and play the Games, you must:
    • download the BrainBux App from the Apple store or Google Play store; and
    • create and setup an account on the BrainBux App (Account). When you setup your Account, you must (i) provide your mobile number and you must create a unique password (Password). You can change your Password at any time. If you wish to change your mobile number, you must create a new Account on the BrainBux App; and (i) complete the verification process. To complete the verification process, we will send you a verification text message to your mobile number containing a unique code which you must input into the BrainBux App to complete the verification process. The code expires after three minutes and if you fail to input the code into the BrainBux App within this time, you will need to request a new code to complete the registration process.
  2. To setup an Account on the BrainBux App, you:
    • will be required to provide, and keep us up-to-date with, accurate registration information and Personal Information (including your full name, date of birth, mobile number and Bank Account details). All Personal Information as well as the information you provide to setup your Account is subject to our Privacy Policy; and
    • must be over 18 years of age, and legally able to enter into contractual relations. If you are under the age of 18 years, you must not access and use the BrainBux App and you should delete your Account. 
  3. You are responsible for:
    • maintaining control over, and the confidentiality of, your Account;
    • keeping your Account registration information current, complete, accurate, and truthful. You must not impersonate another account holder or provide false identity information to gain access to or use the BrainBux App or the Games;
    • notifying us in writing of any unauthorised access to, or use of, your Account; and
    • for all activities or transactions that occur using your Account. We are not liable for any loss or damage arising out of, or in connection with, any unauthorised access or use of, your Account.

 

Your Obligations

  1. When accessing and using the BrainBux App and the Games, you must at all times:
    • obtain and maintain all hardware, software and communications equipment necessary to download, access, and use, the BrainBux App and the Games;
    • comply with all Relevant Laws with respect to your obligations under this agreement; and
    • comply with all of our directions, policies and guidelines advised in writing to you or as displayed on the BrainBux App from time to time.
  2. BrainBux will not be liable to you or anyone else if, for any reason, the BrainBux App and the Games are unavailable at any time or for any period. From time to time, BrainBux may suspend or restrict access to all, or some parts of the BrainBux App and the Games.
  3. You must not:
    • permit any unauthorised person to access or use your Account;
    • use code, third-party software or other tools to cheat or otherwise form an unfair advantage over other users when competing in Games on the BrainBux App;
    • introduce, access, store, distribute or transmit any viruses, worms, trojans or other malicious code into the BrainBux App;
    • violate any BrainBux IP or any third party service provider’s Intellectual Property Rights;
    • copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit or distribute all or any portion of the BrainBux App, or any other third party software that you may access or use through the BrainBux App, in any way;
    • access all or any part of the BrainBux App and/or the Games in order to build a product, service or code which competes or reproduces the BrainBux App and/or the Games (in full or part);
    • modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the BrainBux App in any way, or otherwise learn the source code or algorithms underlying the BrainBux App;
    • license, sell, rent, lease, sub-let, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, encumber or otherwise make the BrainBux App and the Games available to any third party;
    • use the BrainBux App or the Games for any unlawful purpose or other purpose not authorised by BrainBux in writing or otherwise access and use BrainBux App and/or the Games in any way that breaches any Relevant Laws; or
    • use the BrainBux App or the Games in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
  4. You must:
    • access and use the BrainBux App and the Games only for lawful purposes;
    • adhere to Gaming Rules when competing in Games on or via the BrainBux App;
    • comply with all Relevant Laws (including Privacy Laws) in respect of your access and use of the BrainBux App and the Games; and
    • comply with all of our directions, policies and guidelines, advised in writing to you from to time to time.

 

BrainBux Money Balance

  1. To access and use the BrainBux App, you must have a BrainBux Money Balance of $1 or more (Minimum Balance). We may, at any time and at our absolute discretion, increase the Minimum Balance. Your BrainBux Money Balance on any given day cannot exceed the Maximum Deposit. Any transaction that exceeds the Maximum Deposit may be rejected by the BrainBux App.
  2. To deposit funds into your BrainBux Money Balance, you must transfer funds from your Bank Account using our Third Party Payment Processors. The first time you transfer funds into your BrainBux Money Balance may take up to 14 days; however, thereafter transferring funds into your BrainBux Money Balance should take an average of two Business Days. You must provide our Third Party Payment Processors with your accurate and complete billing information, and you authorise our Third Party Payment Processors to use your billing information (including Personal Information) for the purpose of processing your payment. BrainBux may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the BrainBux App and Games at any time.
  3. To play the first Round of the Game, you must pay the entry fee of $1 to us which will be deducted from your BrainBux Money Balance (Entry Fee). All Entry Fees are payable in United States Dollars and are [inclusive/exclusive] of any goods and services taxes. To the maximum extent permitted by Relevant Laws and except as otherwise contemplated in this agreement, the Entry Fees owing to BrainBux under this agreement are non-refundable.
  4. We do not charge you a Service Fee to play a Game on, or via, the BrainBux App. However, each time you cash out or withdraw funds from your BrainBux Money Balance, we will charge you a Service Fee, which will automatically be deducted from your BrainBux Money Balance.
  5. When you cash out your BrainBux Money Balance, we will deposit the BrainBux Money Balance (less Service Fee) into your Bank Account within three Business Days.
  6. BrainBux may increase the Entry Fee and/or Service Fees or charge new fees to access and use new functions and features of the BrainBux App at any time on 7 days’ written notice to you either by text message or by posting it on the BrainBux App. If you do not agree to these fee increases, you may delete your Account by selecting the ‘Delete Account’ function in the BrainBux App. If you continue to use the BrainBux App and play the Games after the fee increase has come into effect, you are assumed to have agreed to the fee increase or the new fees.

 

Playing the Game and Game Rules

  1. The BrainBux App is a pay per play puzzle-solving gaming platform. Each time a user pays the Entry Fee the user enters into a competition that consists of at least one Round and concludes after
    • the user loses a Round; or
    • the user plays an Incomplete Game; or
    • the user wins the Final Round; or
    • the user chooses to withdraw from a Game because there are no opponents in the same Round to pair the user with. Instead of withdrawing, the user may choose to wait for the BrainBux App to notify the user when an opponent in the same Round becomes available; in this case, the Game is on hold until an opponent becomes available.
  2. The BrainBux App may, from time to time and at our absolute discretion, change the number of Rounds required to reach the Final Round by providing you with at least seven days’ prior notice.
  3. At the beginning of each Round, you will be matched with an opponent in the same Round and both you and the opponent will be provided with an identical, randomised Puzzle that you both must attempt to solve within a specified time limit (Round Time Limit). You:
    • win the Round if: you solve the Puzzle within the Round Time Limit and before your opponent solves the Puzzle; or
    • lose the Round if your opponent solves the Puzzle within the Round Time Limit and before you solve the Puzzle; or
    • tie the Round if both you and your opponent solve the Puzzle in the exact same time (measured in seconds) and within the Round Time Limit.
  4. If both you and your opponent fail to solve the Puzzle within the Round Time Limit, the Game is deemed to be incomplete (Incomplete Game) for both you and your opponent.
  5. If you win the Round, the Winnings of the opponent that you defeated in the current Round will be added to your Winnings. If you lose the Round, your Game will conclude and your Winnings will be given to the opponent who defeated you in the current Round.
  6. Subject to clause 7.6(b), if you tie the Round:
    • your Game (and your opponent’s Game) will revert back two Rounds and both you and your opponent’s Winnings for the previous two Rounds will be forfeited to BrainBux (Forfeited Winnings). BrainBux will retain 50% of the Forfeited Winnings and 50% of the Forfeited Winnings shall be donated to a Nominated Fund. For example, if you tie in Round 6, you and your opponent will both revert back to Round 4, and you and your opponent’s Winnings in Round 4 and Round 5 (previously) will be Forfeited Winnings.
    • if you tie in Round 1 or Round 2, your Game will restart at Round 1 and all of your (and your opponent’s) Winnings will be Forfeited Winnings.
  7. At the end of each Round you win, you may elect to either proceed to the next Round, pause the Game, or end the Game. If you pause the Game:
    • you have 48 hours from the time the Game is paused to play the next Round. After 48 hours have lapsed, your will be deemed to have ended the Game and your Winnings will be automatically withdrawn and deposited into your BrainBux Money Balance.
    • you may choose to end the Game and withdraw your Winnings at any time while the Game is paused or you may continue to play from the next Round.
    • If you end the Game:
      • your Winnings will be deposited into your BrainBux Money Balance. If you wish to cash out your Winnings, your Winnings will be deposited into your Bank Account; and
      • the next time you play the Game, you will start from the first Round again and you will not be entitled to continue the Game from the same Round you previously ended the Game on. BrainBux Money Balance will Automatically withdraw to bank account if it sits idle in the balance for 7 days.
  8. When playing or competing in a Game on, or via, the BrainBux App, you must not (Gaming Rules):
    • use any game cheating software, bots or tools (including, but not limited to, time lagging or look-head software tools and scripting);
    • hack or gain unauthorised access to, or use of, the application and database software for the Games, the system, network and server software used to provide the Games, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorisation of BrainBux or the owner of the system or network; interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
    • Games, including the application and database software for the Games, the system and server software used to provide the Games, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the BrainBux
    • collaborate or conspire with other users or your opponent in a Game to complete a Puzzle; or
    • work as a team with others to complete a Puzzle.

 

Intellectual Property

  1. You acknowledge that BrainBux, or our licensors, are the owners of the BrainBux App and Games (and any Intellectual Property Rights contained therein) including any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the BrainBux App and the Games (including any modifications, enhancements of the foregoing) (collectively, BrainBux IP)).
  2. Accessing and using the BrainBux App and the Games does not give you (or anyone else) ownership of, or any right, title or interest in BrainBux IP.

 

Our Obligations

  1. Subject to your compliance with the terms of this agreement, during the Term, BrainBux shall use reasonable endeavours to provide you with access to and use of the BrainBux App and the Games.
  2. The undertaking in clause 9.1 shall not apply in the event of:
    • any non-conformance which is caused, or contributed, by use of the Games and the BrainBux App contrary to our instructions or the terms of this agreement;
    • modification or alteration of the Games and the BrainBux App by any party other than BrainBux or our duly authorised Personnel;
    • the unsuitability or malfunction of the mobile phone hardware or mobile phone software used by you in conjunction with which the BrainBux App and the Games are used;
    • Force Majeure Events; and
    • the unsuitability or malfunction of the BrainBux App when used in conjunction with any software, apps, applications and tools supplied by a third party provider.
  3. In the event that BrainBux fails to provide you with access and use of the BrainBux App and the Games in accordance with clause 9.1, BrainBux shall use reasonable endeavours to correct any such non-conformance or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 9.1.

 

Third Party Products and Services

  1. You acknowledge that the BrainBux App and the Games may direct you to Third Party Products and Services, or require you to use or access Third Party Products and Services and that you do so solely at your own risk.
  2. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services, or any transactions completed, and any contract entered into by you, with the owner, licensor or operator of such Third Party Products and Services.
  3. BrainBux recommends that you refer to the third party’s terms and conditions and privacy policy prior to using the relevant Third Party Products and Services.
  4. BrainBux does not endorse, sponsor or approve any Third Party Products and Services used in conjunction with the BrainBux App and Games. It is your sole responsibility to determine that specific products or services, meet your business and are suitable for the purposes for which they are used.
  5. Any rights you may have to access Third Party Products and Services shall be limited to:
    • the extent of BrainBux’s ability to pass on such rights to you; or
    • the relevant third party licensor terms.

 

No Warranties

  1. We do not warrant, guarantee or represent that the BrainBux App and Games comply with any gambling or trade promotions laws. You access and use the BrainBux App and compete in the Games at your own risk.
  2. To the maximum extent permitted by Relevant Laws, we exclude all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the BrainBux App and the Games.
  3. Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
  4. You acknowledge, and agree that to the maximum extent permitted by Relevant Laws, BrainBux make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency, validity or security of the BrainBux App and the Games (or any Content and Third Party Products and Services generated or made available through the BrainBux App and Games) and BrainBux will not be liable if the BrainBux App or the Games, or becomes unavailable for any reason, including directly, or indirectly as a result of:
    • telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
    • negligent, malicious, wilful acts or omissions of third parties (including third party service providers) or other users;
    • maintenance or repairs carried out by BrainBux or any third party service provider in respect of any of the systems used in connection with the provision of the Games or the BrainBux App;
    • services provided by third parties (including internet service providers) ceasing or becoming unavailable; or
    • a Force Majeure Event.
  5. You acknowledge that, to the maximum extent permitted by Relevant Laws, BrainBux do not make any warranty or representation that:
    1. your access to, and use of, the BrainBux App and the Services will be uninterrupted, virus-free or error-free; and
    2. the BrainBux App and the Games (or any Content and/or Third Party Products and Services), will be accurate, complete, reliable, current or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis.
  6. You acknowledge that your access to, and use of, the BrainBux App and Games (including Content, Third Party Products and Services) may be interrupted or unavailable during scheduled or unscheduled maintenance.
  7. You warrant, acknowledge and agree that:
    • your use of the BrainBux App and Games has not been made on the basis of any representations made by BrainBux regarding the current or future features or functionality of the BrainBux App;
    • you have the full power and authority to enter into this agreement and perform your obligations contemplated by this agreement, and in doing so, you will not breach any third party rights;
    • BrainBux do not guarantee that you will win any Winnings or otherwise make any kind of revenue or profit  by playing or competing in the Games on, or via, the BrainBux App; and
    • BrainBux shall not be responsible for any Loss, destruction, alteration, corruption or disclosure of your Account and/or BrainBux Money Balance caused by your acts or omissions or the acts of omissions of other users of the BrainBux App or any third party.

 

Limitation of Liability

  1. To the maximum extent permitted by Relevant Laws, BrainBux will not be liable to you or any third party for:
    • any Claims or Losses (including Consequential Loss); or
    • loss of, or damage to, any property or any personal injury, illness or death to you or any third person, arising out of, relating or connected to, the provision or use of the BrainBux App, playing or competing in Games (including any Content and/or Third Party Products and Services made available through the BrainBux App or the Games) by you and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.
  2. All risk in using the BrainBux App and the Services passes to you upon creating an Account, or otherwise accessing or using the BrainBux App (whichever is earlier). BrainBux assume no responsibility and BrainBux have no liability to you or anyone else for any use of, or reliance on, any Content and/or Third Party Products and Services obtained from your access to, and use of, the BrainBux App. You play the Game at your own risk and you are solely liable for any Losses incurred by you by playing or competing in Games with other users.
  3. To the maximum extent permitted by Relevant Laws, under no circumstances will BrainBux’s aggregate liability to you or anyone else, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Maximum Deposit.
  4. You agree to defend, indemnify and hold BrainBux, our Affiliates and our Personnel (collectively, the Indemnified) harmless from and against any and all Claims or Losses, that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of:
    • your access to, and use of, on the BrainBux App or competing in any Games (including the Content and Third Party Products and Services);
    • negligent, wilful or wrongful act or omission, committed by you;
    • any breach of BrainBux’s or any third party’s Intellectual Property Rights or other rights caused by you;
    • any actual or alleged breach by you of any Relevant Law; or
    • any actual or alleged breach by you of this agreement.
  •  

 

Privacy

  1. 13.1  All Personal Information you provided to create an Account on the BrainBux App, is subject to BrainBux’s Privacy Policy, which is incorporated into this agreement. You warrant that, in relation to any Personal Information comprising any information disclosed to BrainBux on, or via, the BrainBux App:
    • it has been collected in accordance with Privacy Laws;
    • you have the authority to upload, post, publish or otherwise transmit such information on, or via, the BrainBux App; and
    • you have obtained the informed consent of the individuals who are the subject of such Personal Information in order for BrainBux to use, disclose, store, transfer, process or handle it.

 

Termination 

  1. During the Term you may terminate this agreement at any time by deleting your Account by selecting ‘Delete Account’ function in the BrainBux App, or by notifying BrainBux in writing by email to info@brainbux.io.
  2. BrainBux may terminate the agreement any time by giving you 7 days’ written notice.
  3. You agree that BrainBux may, at any time and at our sole discretion, with or without cause or any notice to you, terminate, suspend or block your access to (either temporarily or permanently):
    • your Account; and/or
    • the BrainBux App and/or Games;
    • any social media pages linked to our business or the BrainBux App or any software platforms or tools linked to the BrainBux App; or
    • any other products and services offered on, or via the BrainBux App (including Third Party Products and Services).
  4. Cause for such suspension or termination under clause 14.3 may include, but are not limited to:
    • any serious or repeated breaches or violations of this agreement, our policies and guidelines (including our Privacy Policy and Game Rules) and any other agreements entered into between the parties;
    • serious or repeated breaches or violations of BrainBux’s or a third party service providers’ Intellectual Property Rights;
    • your activities, conduct or transactions on, or, via, the BrainBux App, brings, or has the capacity to bring, BrainBux into disrepute; or
    • requests by law enforcement or other government agencies.
  5. You agree that all such suspensions or terminations shall be made at BrainBux’s sole discretion and that BrainBux shall not be liable to you or any third party for any such suspension or termination.

 

Effect of Termination

On termination of this agreement: 

  • BrainBux will delete your Account (except we may retain basic registration information in accordance with documentation retention and destruction laws); 
  • your BrainBux Money Balance will be deposited into your Bank Account within three Business Days, except where BrainBux terminates the agreement in accordance with clause 14.4, in which case, your BrainBux Money Balance is forfeited to BrainBux; and
  • all licences to play the Games and rights of access to the BrainBux App granted under this agreement will immediately terminate.

 

Force Majeure Events

BrainBux will not be responsible to you (or anyone else) if we are prevented from or delayed in performing our obligations, by acts, events, omissions or accidents beyond our reasonable control, including but not limited to, acts of God, governmental actions, shipping, postal or other relevant transport strike, failure or accident, lockouts or other labour difficulty, war or national emergency, acts of terrorism, fire, explosion, flood, an act or omission of a third party, epidemic, pandemic, mandatory government shutdown or lockdown, shortage of or inability to obtain any necessary materials, equipment, facilities or services, the failure of performance provided by others, hacker attacks, denial of service attacks, internet interruption or virus, accidents or breakdown of plant, machinery, software, hardware or communication network, or default of hosting or data centre providers (Force Majeure Event).

 

Dispute Resolution

  1. Any party claiming a dispute exists under the agreement must notify the other party in writing of the nature of the dispute (Dispute Notice), except where urgent interlocutory relief is being sought.
  2. The parties must in good faith attempt to resolve any dispute between them.
  3. If the dispute cannot by resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute.
  4. Each party must continue to perform its obligations under this agreement notwithstanding the existence of any unresolved dispute. 

 

Complaints Process

  1. If you wish to make a complaint that another user has breached the Gaming Rules or other terms of this agreement, you may contact us by email at info@brainbux.io.
  2. We will use reasonable endeavours to investigate any complaint lodged by you or another user within a reasonable period of time and we may, at our absolute discretion, take corrective action that we deem appropriate in the circumstances (such as terminating a user’s access to the BrainBux App).
  3. We do not guarantee that any corrective action will be taken following your complaint. We will not take corrective action, if we do not believe that a user has breached the Gaming Rules or any other terms of this agreement.
  4. We may not notify you of the outcome of our investigation or the corrective action (if any) we have taken in response to your complaint.

 

Updates and Variations

  1. Without notice to you, BrainBux may, at our absolute discretion, from time to time:
    • change, add or delete the functions, features, performance, or other characteristics of the BrainBux App; or
    • apply or install updates to, or new versions of, the BrainBux App.
  2. You acknowledge that the Content on the BrainBux App is subject to change at any time and may be out of date at any given time. BrainBux are under no obligation to:
    • update, correct or fix any Content or errors in the BrainBux App; and
    • notify you of any changes to the Content or the BrainBux App unless required by a Relevant Law to do so.
  3. Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the BrainBux App. Any changes are effective immediately upon posting to the BrainBux App. Your continued use of the BrainBux App thereafter constitutes your acceptance of all such changes to the agreement.
  4. Please read this agreement before using the BrainBux App as the agreement may have changed since the last time you accessed and used the BrainBux App. If you do not agree to any change, then you must immediately stop using the BrainBux App and the Services.

 

Support Services

  1. BrainBux may, at our absolute discretion, provide you with customer support services during Business Hours in accordance with BrainBux’s standard support services and maintenance policy (as amended from time to time).
  2. If you require customer support services or you are having difficulties accessing and using the BrainBux App and the Games, you may contact us by email at info@brainbux.io

 

Severability

If any provision in this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of this agreement, which will continue in full force and effect.

 

Relationship

No agency, principal-agent, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created between you and us by this agreement.

 

Assignment

Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign or transfer all or any of its rights or obligations under this agreement, except that BrainBux may assign, sell or transfer our rights or obligations under this agreement to an Affiliate or bona fide third party purchaser of BrainBux’s business.

 

Entire Agreement

This agreement, and any other documents referred to in it, represent the entire agreement between us and you in relation to the subject matter and supersedes any previous arrangements, agreements, representations, understandings or statements (whether verbal, in writing, or in some other format).

 

Jurisdiction and Applicable Law

The laws of the State of Victoria, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the Courts of Victoria, Australia.

 

Definitions

In this agreement, the following words shall have the following meanings:

  • Account has the meaning in clause 4.1(b).
  • Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.
  • Bank Account means the bank account you have
  • BrainBux, our, us or we has the meaning in clause 1.1, and where the context permits, includes our Personnel and Affiliates.
  • BrainBux App means the software made available through the mobile application, and used by BrainBux to provide you with Games, including the application and database software for the Games, the system and server software used to provide the Games, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the BrainBux App.
  • BrainBux IP has the meaning given to it by clause 8.1.
  • BrainBux Money Balance means the virtual wallet on the BrainBux App used to pay the Entry Fees and to deposit your Earning into, and which allows you withdraw or cash out your Winnings from.
  • Business Days means each day excluding Saturdays, Sundays and public holidays in Victoria.
  • Business Hours means 9:00am to 5:00pm local time on Business Days.
  • Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.
  • Commencement Date has the meaning in clause 3.1.
  • Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the BrainBux App.
  • Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties on the Commencement Date as a likely result of breach of the agreement:
    • direct, indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense;
    • loss of revenue, profit, income, bargain, opportunity (including marketing or advertising opportunity), use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data, loss of use of data, economic or financial loss or  loss of opportunity or expectation loss;
    • costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or
    • loss or damage of the nature set out above in clauses (i) to (iii) (inclusive) that is incurred or suffered by or to a third party.
  • Entry Fee has the meaning in clause 6.3 and is currently AUD $1.00.
  • Final Round means the Round number 25 or any other Round number as advised by the BrainBux App from time to time.
  • Forfeited Winnings has the meaning in clause 7.6(a).
  • Force Majeure Event has the meaning in clause 16.
  • Games has the meaning in clause 2.1.
  • Gaming Rules has the meaning in clause 7.8.
  • Incomplete Game has the meaning in clause 7.4.
  • Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world.
  • Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss.
  • Minimum Balance means has the meaning in clause 6.1.
  • Maximum Deposit means the maximum daily deposit, being USD $5.
  • Nominated Fund means any community project or any charity, not-for-profit organisation, humanitarian project or relief fund as advertised by BrainBux from time to time. 
  • Personnel means any director, officer, employee, contractor or agents, of a party (in your case, includes any person acting for or on your behalf).
  • Personal Information has the same meaning that it has under Privacy Laws, namely information or an opinion about an identified individual or an individual who is reasonably identifiable, whether the information or opinion is true or not and recorded in a material form or not.
  • Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended), the Australian Privacy Principles and any other legislation, codes and policies relating to the handling of Personal Information.
  • Privacy Policy means our privacy policy available on the BrainBux App or Website or such other web address notified by us to you from time to time), which is incorporated into this agreement.
  • Puzzle means any game or skill based challenge made available to users each Round on or via the BrainBux App (including, but not limited to, jigsaws, crosswords, sudokus, brain teasers, riddles, trivia, logic puzzles and word puzzles).
  • Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy Laws, anywhere in the world.
  • Round means in relation to a Game, a level in which users are required to solve a Puzzle within a Round Time Limit.
  • Service Fee means the percentage of your BrainBux Money Balance as specified on the BrainBux App which is payable to BrainBux each time a user cashes out all or part of their BrainBux Money Balance.
  • Third Party Products and Services means any software, products, services, content or data (including all Intellectual Property Rights contained therein) that:
    • are provided by third party providers;
    • interoperate with the BrainBux App or Services; or
    • may be identified as third party products or services.
  • Third Party Payment Processor means Stripe and any other a third party payment processors from time to time.
  • Website means the website located at https://brainbux.io and any other website notified by us from time to time.
  • Winnings means the amount in United States dollars that a user has accumulated as winnings up to and including the user’s current Round by defeating other users in previous Round(s) of the Games. In the first Round, a user’s Winnings is equal to the Entry Fee.
  • you or your has the meaning in clause 1.3.