2Win! reserves the right to modify these Terms at any time with or without notice to you. Such changes are effective immediately upon posting on 2Win!’s website, and you are deemed to receive notice of such revisions at the time of posting, and you are bound by such modifications or revisions. Nothing in these Terms is deemed to confer any third-party rights or benefits. 2Win! reserves the right to revoke any or all access and use authorizations granted to you in regard to the Service.
We and/or our licensors own: (a) the contents of the Service; (b) the content contained in or presented through the services or products provided by us or by third parties engaged by us (including, without limitation, text, music, sound, photographs, graphics, video, page layout, and design); (c) the software, hardware, files, processes, systems, databases and tools used or provided by us or by third parties engaged by us to provide any of our services or products; (d) other tangible and intangible personal property relating to our services or products, including, without limitation, the domain names, IP numbers and addresses that may be used by us in providing the any service or product; and (e) the trade names, trademarks, service marks, copyrights, patents, inventions, trade secrets, know-how and other intellectual property rights relating to the foregoing (“2Win! Property”). You agree that you will not challenge any 2Win! rights in the 2Win! Property or do anything that might impair or damage those rights
These Terms of Service do not constitute a license to you or any other person to use any 2Win! Property, except that you may use those services we make available to you solely for your personal use. You agree that you will not and that you will not permit any person or entity to copy; revise; alter; modify; decompile; reverse engineer; assemble; or attempt to discover; nor sell, assign, sublicense, encumber, or otherwise transfer any interest in any 2Win! Property, including, without limitation, any object code, source code, underlying processes or algorithms contained therein other than as is permitted by us in writing.
The trademarks, service marks and logos shown on the Service (collectively, the “Marks”), are trademarks of 2Win!. Other third parties’ trademarks may also appear on the Service. The trademarks of 2Win! may also appear on other portions of the services and products provided by us. You may not use the Marks or third parties’ trademarks without the prior written permission of 2Win! or the applicable third party.
By using the Service, you agree that you will not collect users’ content or information or otherwise access the Service using automated means. You will not use the Service to do anything unlawful, misleading, malicious, or discriminatory; and you will not do anything that could disable, overburden, or impair the proper working or appearance of the Service.
You are responsible for all activity occurring under your user accounts and shall abide by all applicable laws in connection with your use of the Services, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify 2Win! immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to 2Win! immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or your users; and (iii) not impersonate another user of the Services or provide false identity information to gain access to or use the Services.
Duration of this Agreement and Termination
These Terms will continue to be effective until you or we terminate them. If you violate the letter or spirit of these Terms or otherwise create risk of possible legal exposure for 2Win!, we can stop providing all or part of the Service to you.
YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL CONTENT INCLUDED OR AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, 2Win!, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE. 2Win! MAKES NO WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR WEBSITE.
Limitation of Liability
IN NO EVENT SHALL 2Win!, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE Service; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM our Website; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH our WEBSITE BY ANY THIRD PARTY; AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA our WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 2Win! IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless 2Win!, its officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any of these Terms; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms and your use of the Service.
Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
These Terms shall be governed by the internal substantive laws of the State of Colorado, without respect to any conflict of laws principles. Any claim or dispute between you and 2Win! that arises in whole or in part from the Service will be decided exclusively by state courts of competent jurisdiction located in El Paso County, Colorado or federal courts in Denver, Colorado.
If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or any other term, and 2Win!’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
This European Data, Privacy and Security Addendum (the “GDPR Addendum”), if accepted, is incorporated into the Terms of Service for (i) each applicable customer of 2Win! servicing end-users in Europe (each, a “Subject Customer”), and (ii) each vendor/contractor providing services to 2Win! in support of the Subject Customer (each, a “Sub-processor”).
- Defined Terms. The terms used in this GDPR Addendum have the meaning set forth in this GDPR Addendum. Capitalized terms not defined herein have the meaning given to them in the underlying customer or vendor agreements, if any.
- “Controller” means the entity which alone or jointly with others determines the purposes and the means of the Processing of Personal Data. Controller will mean Subject Customer unless otherwise indicated.
- “Data Subject” means any natural person whose Personal Data are Processed in the context of this GDPR Addendum.
- “Europe” means the member states of the European Union, the United Kingdom, the European Economic Area, the European Free Trade Terms of Service, and Monaco.
- “European Data Protection Law” means Article 8 of the Charter of Fundamental Rights of the European Union and Article 16 of the Treaty on the Functioning of the European Union, and their implementations in European Union and national law, including the EU General Data Protection Regulation 2016/679 (GDPR); as well as all national, regional, and local data protection acts of Europe; each as may be amended or repealed from time to time.
- “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
- “Processor” means the entity that Processes Personal Data on behalf of a Controller. Processor will mean 2Win! unless otherwise indicated.
- “Processing” or “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- Data Protection Principles; Subject Customer Obligations. Subject Customer warrants and represents that: (a) Data Subjects have been informed of 2Win!’s use of Personal Data as required by European Data Protection Law; and (b) 2Win! can rely on a valid legal ground for the Processing of Personal Data under European Data Protection Law, and if required under European Data Protection Law, Subject Customer has obtained consent from Data Subjects for the processing by 2Win! in the context of the Services. Subject Customer warrants and represents that, in relation to its own Processing of Personal Data, it acts as a Controller and that it will Process Personal Data in accordance with European Data Protection Law, in particular relying on a valid legal ground for the Processing, providing notice to Data Subjects with regard to the Processing of Personal Data, and complying with Data Subjects’ rights with regard to the Processing, as well as internal records requirements. Subject Customer will take steps to ensure that any person acting under their authority who has access to Personal Data is subject to duly enforceable contractual or statutory confidentiality obligations that are substantially similar to those required under this GDPR Addendum.
- Processor Obligations.
- Personal Data. The Processor will:
- Process Personal Data exclusively at the order and according to the instructions of the Controller and only to the extent this Processing is necessary to the performance of the Service.
- Not use the Personal Data for its own purposes or for the purposes of any third party;
- Not take any unilateral decisions about the use of the Personal Data or the length of time the Personal Data will be stored, except pursuant to statutory provisions that prescribe otherwise.
- Process Personal Data properly and with all due care, in accordance with applicable law.
- Cooperate with Controller in responding to the requests by Data Subjects when such Data Subjects exercise any of their rights under the GDPR.
- Assist Controller in the event Controller conducts a “data protection impact assessment” (as defined in the GDPR) related to the Services.
- Once a year and upon reasonable notice, Processor will enable Controller to supervise Processor’s compliance with security measures aimed at preventing the corruption of data or any type of unauthorized access to or alteration or provision of the data by instituting an audit. Processor will provide the necessary information and documentation and Processor’s reasonable cooperation. The costs of the audit will be borne by Controller, unless the audit reveals that its security measures have not been complied with in a material way, in which case Processor will bear the costs of the audit directly related to the material errors. In such a case, Processor will promptly develop a corrective action plan.
- Notification of Data Breaches. The Processor will notify the Controller as soon as reasonably possible, but in any case within 72 hours, as soon as the Processor becomes aware of Personal Data breach that affects its system or one of its Sub-processors with access to Personal Data and will provide the relevant information in a report, except in the case such data breach is unlikely to result in a risk to the rights and freedoms of the data subjects. The report will include all relevant information about the nature, scope, circumstances; predictable consequences and the measures taken or to be taken. At Controller’s request, Processor will reasonably cooperate to enable Controller to comply with the notification obligation.
- Involvement of Sub-processors. Processor will notify Controller of Processor’s decision to engage or replace a Sub-processor in due time in order to give Controller the opportunity to comment on such addition or change, or as the case may be, to object in accordance with Article 28 of the GDPR. Processor will in any event have in place a binding agreement with any Sub-processor it uses ensuring the compliance with all obligations of this GDPR Addendum. Processor will remain responsible and liable for the performance of its obligations pursuant to this GDPR Addendum. Processor makes available to Controller sufficiently detailed information on data to which the Sub-processor has access, the reason for such access, and to demonstrate compliance by Processor with the obligations laid down in this GDPR Addendum.
- Cross-Border Data Transfers. Each party may transfer the Personal Data Processed as described in this GDPR Addendum outside of Europe in accordance with European Data Protection Law. Where 2Win! transfers your personal information to a country not within the European Economic Area (EAA) and not subject to an adequacy decision by the EU Commission, we rely on one or more of the following legal mechanisms: EU-U.S. Privacy Shield, Swiss-U.S. Privacy Shield, European Commission approved standard contractual data protection clauses that impose data protection obligations on the parties to the transfer (“Standard Contractual Clauses”), and your consent in certain circumstances. A copy of the Standard Contractual Clauses can be found here. The Standard Contractual Clauses are expressly adopted by 2Win! for all data transfers of EU personal data to the United States to the extent that 2Win! is not certified under the EU-US Privacy Shield.
- Data Subjects’ Rights. Processor will grant Controller its full cooperation in meeting the latter’s obligations towards Data Subjects:
- To allow them to inspect their Personal Data; and/or
- To have their Personal Data removed or corrected; and/or
- To show that their Personal Data has in fact been removed or corrected.
If Data Subject contacts Processor directly with regard to the exercise of its rights under the GDPR, Processor will contact Controller to request further instructions.
- Data Disclosures. Each party will promptly report to the other party any unauthorized access to Personal Data in connection with the Terms of Service and use diligent efforts to remedy such breach in a timely manner. Except as prohibited by law, the content of any filings, communications, notices, press releases or reports related to any breach of security in connection with the Terms of Service must be prepared in cooperation with the other party before any such publication or communication.
- Cooperation. Each party will cooperate with the other party to fulfill compliance obligations under European Data Protection Law and enter into any further privacy, confidentiality, or information security terms of service reasonably requested by the other party for purposes of compliance with applicable European Data Protection Law.
- Indemnification. Subject Customer will indemnify 2Win! for any damages or claims arising from a violation of Subject Customer’s obligations to comply with European Data Protection Laws, in particular from a failure to provide notice to and, where required under European Data Protection Law, obtain consent from end-users in Europe.
- Inability to Comply. Subject Customer will promptly notify 2Win! in writing if Subject Customer cannot comply with its obligations under this GDPR Addendum.
(a) The Sub-processors presently engaged by Processor upon acceptance of these Terms are available on request.
(b) If you are a Controller, you consent to the use of these Sub-processors to Process Personal Data.
(c) If you are a Sub-processor, you agree to comply with these Terms in support of 2Win! as Processor.