TERMS OF USE FOR GISMART MOBILE APPLICATIONS

1. ABOUT US

1. Gismart’s mobile applications (“Apps”) are owned,
operated and managed by Gismart Limited (we / us / our), a
private company limited by shares, incorporated and registered in England
and Wales with company number 10152488 whose registered office is at 22
Great Marlborough Street, London, England, W1F 7HU.

2. We can be contacted by writing to Gismart Limited, Blythe Farm, Mill
Street, Sandy, Bedfordshire, SG19 3JW, United Kingdom, by e-mail at info@gismart.com.

2. INTRODUCTION

1. These terms of use (“Terms”) constitute an agreement
between you and us regarding your use of our Apps and the images, logos,
music, photographs and video content that are incorporated into and form
part of our Apps (“App Content”).

2. Please read these Terms and our privacy policy, available here (“Privacy Policy”)
very carefully. You acknowledge and agree that by clicking the “I Accept” at the bottom of this screen, you signify that you have read, understood,
and agree to be bound by these Terms and our Privacy Policy. If you do not
accept these Terms or our Privacy Policy, you are not permitted to install
or use any of our Apps.

3. We recommend that you save or print a copy of these Terms for future
reference. Click

here

to generate a PDF version of these Terms that can be saved or emailed to
you for printing.

4. Any terms you have with your respective mobile network provider (“ Mobile Provider”) continue to apply and you may be charged
by the Mobile Provider for access to network connection services for the
duration of the connection while accessing our Apps and any third party
charges as may arise from time to time. You will be solely responsible for
any costs and other charges or expenses charged by your Mobile Provider,
internet service provider, network operator and/or any other third party
provider in relation to your internet service, your mobile service and any
use of our Apps including the downloading of any available App Content. In
the event that you are not the bill payer for the device being used to
access our Apps, you will be assumed to have obtained permission from the
relevant bill payer for downloading and using our Apps.

5. If you download our Apps onto any device not owned by you, you must have
the owner’s permission to do so. You will be responsible for complying with
these Terms, whether or not you own the device.

6. Any words following the terms ‘including’, ‘include’, ‘in particular’,
‘for ‘example’ or any similar expression shall be construed as illustrative
and shall not limit the sense of the words, description, definition, phrase
or term preceding those terms.

7.


While all of these Terms are important, you should pay particular
attention to:



(a) your rights in relation to content that you upload or create as
set out in paragraph 5;



(b) the conditions of use of our Apps as set out in paragraph 7;


(c) the acceptable use of our Apps as set out in paragraph 9;



(d) our liability to each other as set out in paragraph 13; and



(e) when we may bring these Terms to an end as set out in paragraph
21;

3. REGISTRATION

1. In order to make full use of our Apps, you may be required to register
for an account.

2. You acknowledge and agree that the information provided by you is true,
accurate and correct. You agree to promptly notify us in writing in the
event of any changes to any of your information.

3. Your login details are for your own personal use only and you must keep
your login details confidential and secure. Sharing your login details with
any other person is strictly prohibited.

4. You must notify us immediately if you suspect or become aware of any
unauthorised use of your login details or any breach of our security by
emailing info@gismart.com and giving details of the unauthorised use or
breach.

5. Without prejudice to our rights and remedies, we reserve the right to
promptly disable your login details and suspend your access to any of our
Apps, if in our reasonable opinion, we believe that you have breached any
of the provisions of these Terms.

4. OUR APPS

1. Our Apps include the “Karaoke” app, “Cool Goal!” app, “Domino Smash”
app, “Music Zen” app, the “Beat Maker Go” app, etc.

5. USER CONTENT

1. Any content you upload or create on our Apps will be considered
non-confidential and non-proprietary. You retain all of your ownership
rights in your content, but by uploading or creating content on our Apps,
you grant us a perpetual, worldwide, non-exclusive, royalty-free,
transferable license for us to use, reproduce, distribute, prepare
derivative works of, display, and perform such content in connection with
the services that we provide and across different media and to promote our
Apps and/or our services; and to third parties including other users of our
Apps, our partners and/or our sponsors to use such content for their
purposes or in accordance with the functionality of our Apps.

2. In relation to any content you upload or create on our Apps you warrant
that:

(a) you have the requisite rights, licenses and consents to upload or
create such content;

(b) such content does not infringe the rights (including intellectual
property rights) of any third party; and

(c) such content is not defamatory or offensive and will not result in any
civil or criminal claim being brought against us by a third party in any
jurisdiction.

3. We reserve the right to:

(a) disclose your identity to any third party who is claiming that any
content uploaded or created by you on our Apps constitutes a violation of
their rights (including intellectual property rights);

(b) remove any content you upload or create on our Apps, if in our opinion
such content does not comply with these Terms.

6. AVAILABILITY

1. We will use reasonable endeavours to ensure that our Apps and App
Content are available for download and use at all times. However, ours App
and App Content are provided over the internet and mobile networks and so
their operation and availability may be affected by factors outside of our
control at any time for any reason. We do not guarantee that use of or
access to our Apps or App Content will always be available and/or
uninterrupted.

7. CONDITIONS OF USE

1. In return for your agreeing to comply with these Terms you may:

(a) download our Apps onto a device and view, use and display our Apps on
the device for your personal purposes only;

(b) use any related documentation to support use of our Apps as permitted
by these Terms; and

(c) receive updates to the software code of our Apps via our Apps store
that you downloaded our Apps from – these may incorporate patches and
corrections of errors as we may provide to you.

2. Your right to use our Apps is personal to you, you may not otherwise
transfer our Apps to anyone else for any reason. If you sell or give away
any device on which our Apps is installed, you must remove our Apps from it
first.

3. The ways in which you can use our Apps may also be governed the terms of
the app store that you downloaded our Apps from. In the event of a conflict
between these Terms and the terms of the app store that you downloaded our
Apps from, the terms of our Apps store from which you downloaded our Apps
shall take priority.

8. RESTRICTIONS

1. Unless you have requested and received our prior written consent or
unless expressly permitted in these Terms, you must not:

(a) copy our Apps except as part of the normal use of our Apps or where it
is necessary for the purpose of creating a back-up or operational security;

(b) modify or translate our Apps in whole or in part, or combine or merge
our Apps with any other object code or program;

(c) reverse engineer, decompile, disassemble, reduce the object code of our
Apps to source code form or create (or attempt to create) derivative works
based on the whole or any part of our Apps, except to the extent permitted
by applicable law, and provided that the information obtained by you during
such activities:

(i) is not disclosed or communicated without our prior written consent to
any third party to whom it is not necessary to disclose or communicate it
to in accordance with applicable law; and

(ii) is not used to create any software that is substantially similar in
its expression to our Apps

(iii) is kept secured; and

(iv) is used only in accordance with applicable law;

(d) distribute, sub-license, assign, share, timeshare, sell, rent, lease,
grant a security interest in, use for service bureau purposes, or otherwise
transfer our Apps or your right to use our Apps;

(e) remove, modify, block, disable, obscure or impair any copyright,
trademark, or other proprietary notices, material or advertising belonging
to us, our licensors or other third parties contained within our Apps;

(f) incorporate our Apps into another service or website or make it
available via framing or mirrors;

(g) extract any data or metadata from our Apps nor create any index or
database incorporating any part of it;

(h) circumvent, disable or otherwise interfere with security-related
features of our Apps or features that:

(i) prevent or restrict use or copying of any part of our Apps; or

(ii) enforce limitations on use of our Apps,

in each case other than to exercise your rights under paragraphs 9.1(a) or
9.1(c);

(i) do anything that may cause damage to our Apps;

(j) carry out any harmful or illegal activities using our Apps; or

(k) use our Apps in any manner not expressly authorized by these Terms.

9. ACCEPTABLE USE

1. You must:

(a) not use our Apps in any unlawful manner, for any unlawful purpose, or
in any manner inconsistent with these Terms, or act fraudulently or
maliciously (for example, by hacking into or inserting malicious code, such
as viruses, or harmful data, into our Apps or into any operating system);

(b) not infringe any rights (including intellectual property rights)
belonging to us or any third party in relation to your use of our Apps;

(c) not transmit any material that is defamatory, offensive or otherwise
objectionable in relation to your use of our Apps;

(d) not use our Apps in a way that could damage, disable, overburden,
impair or compromise our systems or security or interfere with other users;

(e) comply with any applicable third party terms and conditions in respect
of your use of our Apps; and

(f) not collect or harvest any information or data from any service or our
systems or attempt to decipher any transmissions to or from our servers.

10. FEES

1. Once you have installed our Apps, you can select the subscription that
you would like in order to use each App. Subscriptions are available on a
weekly, monthly, annual and lifetime basis and further details of each type
of subscription and its cost are detailed on the App.

2. App Content may be made available via in-app purchasing.

3. All transactions between you and us are handled via the app store that
you downloaded the App from.

11. APP CONTENT

1. The App Content may include trademarks or copyright material owned by us
or third parties. The App Content includes the images, logos, music,
photographs and video content that are incorporated into and form part of
our Apps. The term App Content also includes any part of any of the App
Content, or any assemblage, deviation, manipulation, modification, screen
print or copy of, or derivative work based on or including any of the App
Content.

2. The App Content may only be used as part of our Apps and may not be used
independently.

12. INTELLECTUAL PROPERTY RIGHTS

1. All intellectual property rights in our Apps, App Content and related
documentation throughout the world belong to us and our licensors and the
rights in our Apps are licensed (not sold) to you. You have no intellectual
property rights in, or to, our Apps or related documentation other than the
right to use them in accordance with these Terms.

13. LIABILITY

1. If we fail to comply with these Terms we are responsible for loss or
damage you suffer that is a foreseeable result of our breaking these Terms
or our failing to use reasonable care and skill, but subject to paragraph
13, we are not responsible for any loss or damage that is not foreseeable.
Loss or damage is foreseeable if either it is obvious that it will happen
or if, at the time you accepted these Terms, both we and you knew it might
happen (“Foreseeable Losses”); and

2. Subject to paragraph 13, we limit our aggregate liability for
Foreseeable Losses, arising out of or in connection with these Terms, to
you in respect of all events occurring in any calendar year, whether in
contract, tort (including negligence), for breach of statutory duty, or
otherwise, to the greater of:

(a) 100% of the fees paid and payable by you to us in respect of the App in
such calendar year; and

(b) £50.

3. Subject to paragraph 13, circumstances giving rise to a loss or damage
which is not foreseeable includes but shall not be limited to:

(a) any use of our Apps in a manner that we do not authorize;

(b) ending, suspending or restricting use of our Apps in accordance with
these Terms;

(c) any loss or damage caused by us in circumstances where there is no
breach of contractual obligation or legal duty owed to you by us;

(d) any loss or damage (including to any device or content belonging to
you) caused by us to the extent that such loss or damage results from your
negligence, your failure to follow our reasonable instructions or any other
breach of these Terms (or any other contract you have in place with us),
unless we were in breach of a legal obligation or duty of care owed to you
by us and that breach is the substantial cause of the loss or damage;

(e) any loss or damage caused by any error, bugs or viruses arising in your
use of our Apps that are not directly caused by or attributable to our
Apps, or any incompatibility of our Apps with any other software, hardware
or material on your device; and

(f) any breach of paragraphs 8 or 9 by you.

4. Nothing in these Terms excludes or limits our liability for death or
personal injury arising from our negligence, or our fraud or fraudulent
misrepresentation, or any other liability that cannot be excluded or
limited under English law.

5. If defective digital content that we have supplied damages a device or
digital content belonging to you, we will either repair the damage or pay
you compensation. However, we will not be liable for damage that you could
have avoided by following our advice to apply an update offered to you free
of charge or for damage that was caused by you failing to correctly follow
installation instructions or to have in place the technical requirements
advised by us.

6. Our Apps are for domestic and private use only. If you use our Apps for
any commercial, business or resale purpose we will have no liability to you
for any loss of profit, loss of business, business interruption, or loss of
business opportunity.

7. Please note that in some jurisdictions consumer protection laws may not
allow certain disclaimers or exclusions or limitations of liability and
consequently some of the disclaimers, exclusions and limitations of
liability in these Terms may not apply.

8. We recommend that you back up any content and data used in connection
with our Apps, to protect yourself in case of problems with our Apps.

9. Our Apps have not been developed to meet your individual requirements.
Please check that the facilities and functions of our Apps (as described on
the app stores where ours Apps are available and in the related
documentation) meet your requirements.

10. If our provision of support for our Apps is delayed by an event outside
our control then we will contact you as soon as possible to let you know
and we will take steps to minimize the effect of the delay. Provided we do
this we will not be liable for delays caused by the event but you may
terminate these Terms by ceasing to use our Apps and deleting or removing
it from your device.

11. Our Apps, which are available on various app stores, are controlled and
offered by us from our facilities in United Kingdom. The distribution of
our Apps via app stores is governed by their rules with which we must
comply. There are some locations where Apps with paid for in-app purchasing
products are not permitted and therefore in those locations our Apps will
not be visible to app store users registered in those locations.

12. You agree that you will compensate us for any losses (including
reasonable legal fees) that we incur as a result of any breach of paragraph
8 or 9 by you.

14. YOUR PRIVACY

1. We only use any personal data we collect through your use of our Apps in
the ways set out in our Privacy Policy which can be found here.

2. Please be aware that internet transmissions are never completely private
or secure and that any message or information you send using our Apps may
be read or intercepted by others, even if there is a special notice that a
particular transmission is encrypted.

3. By using our Apps, you agree to us collecting and using technical
information about the devices you use our Apps on and related software,
hardware and peripherals to improve our products.

15. THIRD PARTY WEBSITES

1. You acknowledge that our Apps may contain links to third party websites
(whether by way of advertisements or otherwise) that are not owned or
controlled by us. Such links are provided for your reference only. We do
not control such websites and are not responsible for the contents or your
use of them, and as a result we do not accept responsibility for the
availability, suitability, reliability or content of such third party
websites.

2. Our inclusion of such hyperlinks in our Apps does not imply any
endorsement of the material or the views expressed within them.

16. SUPPORT

1. If you think our Apps is faulty or misdescribed please contact us using
the details provided in paragraph 1.

2. If we have to contact you we will do so by email, using the contact
details you have provided to us.

17. ADVERTISING AND MONETISATION

1. You acknowledge that our Apps and the App Content may be supported by
advertising revenues and we may place advertising, promotions or sponsored
content on our Apps or on, about, or in conjunction with the App Content.
You acknowledge that we may not always identify advertising, promotions and
sponsored content and the manner, mode and extent of such advertising,
promotions and sponsored content is subject to change without notice to
you. We may at our sole discretion provide the ability to pay to remove
advertisements via the settings menu within our Apps.

18. CHANGES TO OUR APPS

1. From time to time we may automatically update our Apps to improve
performance, enhance functionality, reflect changes to the operating system
or address security issues.

2. If you choose not to install such updates or if you opt out of automatic
updates you may not be able to continue using our Apps.

3. Changes to our Apps will not prevent our Apps working with the versions
of the operating system shown on the app store that you downloaded the App
from.

19. CHANGES TO THESE TERMS

1. These Terms may only be modified with our prior written consent. We may
alter or amend these Terms, including introducing new terms, that are:

(a) the result of a change in applicable law or our business;

(b) necessary for the provision of our Apps; or

(c) the result of any improvements to our Apps.

2. Subject to paragraph 19, if we make any changes (including any changes
to our policies), we will give thirty (30) days’ prior written notice to you via an electronic communication within our Apps. If you notify us in writing within the thirty (30) days that
you do not accept the change, these Terms will terminate immediately.
However, if you continue to use our Apps after providing such notice or
after the thirty (30) day period, you are accepting these Terms as updated.

3. We are under no obligation to notify you of any changes to these Terms
that result in minor adjustments or corrections to these Terms.

20. TRANSFER OF RIGHTS

1. We may transfer our rights and obligations under these Terms to another
organization. We will always tell you in writing if this happens and we
will ensure that the transfer will not affect your rights under the these
Terms.

2. You may only transfer your rights or your obligations under these Terms
to another person if we agree in writing.

21. TERMINATION

1. These Terms apply from when you click “I Accept” at the bottom of this
screen (the “Effective Date”) and will remain in full
force and effect while you use our Apps until terminated in accordance with
this paragraph 21.

2. We may terminate these Terms and your use of our Apps, or suspend your
use of our Apps, immediately by written notice to you if:

(a) we consider that you have used our Apps in violation of these Terms;

(b) we believe there has been unauthorized access to our Apps;

(c) we, at our sole discretion, decide to withdraw our Apps (whether in
whole or in part);

(d) we have a legal or regulatory obligation imposed on us, which impacts
our ability to provide our Apps; or

(e) for any other reason provided that we have given you thirty (30) days’
written notice by email, SMS or via an electronic communication within our
Apps.

3. We may discontinue licensing any of the App Content at any time at our
sole discretion. In this instance you will be able to continue to use our
Apps with the App Content, but it will no longer be available on app stores
and will no longer be supported by us.

4. You can terminate these Terms by ceasing to use our Apps and deleting or
uninstalling it from your device.

5. Upon termination for any reason:

(a) all rights granted to you under these Terms cease (however, any
liabilities incurred by you under these Terms prior shall survive any such
termination);

(b) you must cease all activities authorized by these Terms; and

(c) you must delete or remove our Apps from your device.

22.USAGE RESTRICTIONS

1. Use of Apps is limited to users aged 13 years and above, except in
European Economic Area (“EEA”), where the Services are limited to users
aged 16 years and above.

23. GENERAL

1.This agreement does not give rise to any rights under the Contracts
(Rights of Third Parties) Act 1999 to allow anyone other than you or us to
enforce any term of these Terms or of the Privacy Policy.

2.Even if we delay in enforcing this contract, we can still enforce it
later. If we do not insist immediately that you do anything you are
required to do under these Terms, or if we delay in taking steps against
you in respect of your breaking this contract, that will not mean that you
do not have to do those things and it will not prevent us taking steps
against you at a later date.

3.These Terms are governed by English law (including non-contractual
disputes or claims) and legal proceedings in respect of these Terms and our
Apps shall be dealt with exclusively by the English courts.

4.If any provision of these Terms and Conditions is deemed invalid by a
court of competent jurisdiction, the relevant provision shall be deemed
modified to the minimum extent necessary to make it valid, and the
invalidity of such provision will not affect the validity of the remaining
provisions of these Terms and Conditions which will remain in full force
and effect.

5.Without prejudice to any other rights or remedies that we may have, you
acknowledge and agree that damages alone would not be an adequate remedy
for any breach of these Terms by you. Accordingly, we shall be entitled to
the remedies of injunction, specific performance or other equitable relief
for any threatened or actual breach of these Terms.