Terms of Service for Donut Points System

Last Updated: August 13, 2024

These Terms of Service (the "Terms") are a binding agreement between Magic Machine, Inc. ("Magic Machine") and any participant in the Donut Points System ("You").

THESE TERMS ARE VOID WHERE PROHIBITED.

1. Agreement to Terms

By participating in the Donut Points System, you agree to be bound by these Terms.

NOTICE ON RESTRICTED PERSONS: YOU ARE ONLY AUTHORIZED TO PARTICIPATE IN THE DONUT POINTS SYSTEM IF PERMISSIBLE UNDER APPLICABLE LAW. PARTICIPATION IS NOT OFFERED TO AND MAY NOT BE ENGAGED IN BY PERSONS OR ENTITIES WHO: (A) RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY STATE, COUNTRY, OR OTHER JURISDICTION THAT IS DESIGNATED BY THE U.S. SECRETARY OF STATE AS A COUNTRY SUPPORTING INTERNATIONAL TERRORISM, OR TO WHICH U.S. NATIONALS CANNOT LAWFULLY ENGAGE IN TRANSACTIONS AS DESIGNATED BY THE OFFICE OF FOREIGN ASSETS CONTROL (OFAC); OR (B) ARE LISTED ON THE OFAC SPECIALLY DESIGNATED NATIONALS, BLOCKED PERSONS LIST, OR ANY OTHER CONSOLIDATED PROHIBITED PERSONS LIST AS DETERMINED BY ANY APPLICABLE GOVERNMENTAL AUTHORITY (EACH SUCH PERSON OR ENTITY, A "RESTRICTED PERSON"). IF YOU ARE A RESTRICTED PERSON, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE DONUT POINTS SYSTEM. ANY PARTICIPATION BY A RESTRICTED PERSON WILL BE DISQUALIFIED.

IMPORTANT NOTICE REGARDING ARBITRATION: BY ACCEPTING THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND MAGIC MACHINE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 6 "DISPUTE RESOLUTION" BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 6 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 5 (GOVERNING LAW AND FORUM CHOICE) WILL STILL APPLY.

2. Donut Points System

a. Definition of Donut Points: "Donuts" are symbolic points awarded within the Donut Points System. These points are non-transferable and non-refundable. Donut Points have no monetary value. Magic Machine makes no claims regarding their value or potential value. Donut Points may expire after 12 months of account inactivity or upon termination of the Donut Points System, whichever occurs first, at Magic Machine's sole discretion.

b. Prohibited Activities: You are expressly prohibited from trading, selling, or engaging in any activity that assigns or implies monetary value to Donuts. This includes, but is not limited to, creating or participating in derivatives, futures, or prediction markets related to Donuts.

c. Magic Machine's Discretion: Magic Machine reserves the full right to change, modify, or adjust the Donut Points System at any time at its sole discretion. This includes, but is not limited to: i. Changing the number of Donuts awarded or held by participants ii. Modifying the criteria for earning Donuts iii. Altering previously published numbers or calculations iv. Re-calculating or re-balancing the distribution of Donuts v. Changing the underlying code or mechanisms of the Donut Points System

d. No Liability: Magic Machine shall not be held liable for any mistakes, miscalculations, or changes made to the Donut Points System. Magic Machine's decisions regarding the Donut Points System are final and binding.

e. Purpose: Donuts are purely a symbolic reward for participation in community events. They are not any form of investment, currency, or financial instrument.

f. Participation Requirements: You may participate in the Donut Points System only if you are at least 18 years old and capable of forming a binding contract with Magic Machine, and not otherwise barred from participating under these Terms or applicable law.

g. Prohibited Behavior: You are strictly prohibited from cheating, gaming the system, or engaging in any behavior that Magic Machine, in its sole discretion, deems to be an attempt to unfairly manipulate or exploit the Donut Points System. This includes, but is not limited to: i. Exploiting bugs or glitches in the system ii. Any other behavior that Magic Machine determines to be unfair or against the spirit of the system

h. Consequences of Prohibited Behavior: If Magic Machine determines, in its sole and absolute discretion, that you have engaged in any prohibited behavior, including but not limited to cheating or gaming the system, Magic Machine reserves the right to take any or all of the following actions: i. Adjust your Donut point balance ii. Disqualify you from participating in the Donut Points System iii. Suspend or terminate your account iv. Take any other action deemed appropriate by Magic Machine

i. Final Authority: Magic Machine's determination of whether a user has engaged in cheating or gaming the system is final and binding. Users agree that they will not challenge or dispute Magic Machine's decisions in this regard.

3. Warranty Disclaimers

THE DONUT POINTS SYSTEM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MAGIC MACHINE EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MAGIC MACHINE MAKES NO WARRANTY THAT THE DONUT POINTS SYSTEM WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

MAGIC MACHINE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS IN CONNECTION WITH THE DONUT POINTS SYSTEM AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR INABILITY TO USE THE DONUT POINTS SYSTEM, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR; (II) ANY UNAUTHORIZED ACCESS TO THE DONUT POINTS SYSTEM; (III) ANY INTERRUPTION OR CESSATION OF THE DONUT POINTS SYSTEM; (IV) ANY BUGS, VIRUSES, OR OTHER DEFECTS IN THE DONUT POINTS SYSTEM; OR (V) ANY THIRD PARTY ACTIVITIES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

4. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGIC MACHINE, ITS LICENSORS, AFFILIATES, REPRESENTATIVES, STOCKHOLDERS, AND SERVICE PROVIDERS, AND EACH OF THEM, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "MAGIC MACHINE PARTIES") WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE DONUT POINTS SYSTEM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MAGIC MACHINE PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL MAGIC MACHINE PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE DONUT POINTS SYSTEM EXCEED ONE HUNDRED U.S. DOLLARS ($100). BY PARTICIPATING IN THE DONUT POINTS SYSTEM, YOU ACKNOWLEDGE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MAGIC MACHINE.

5. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as expressly set forth in Section 6 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State of Delaware, and you and Magic Machine each waive any objection to jurisdiction and venue in such courts.

6. Dispute Resolution

a. Informal Resolution of Disputes. You and Magic Machine must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the Donut Points System (collectively, "Disputes") informally. Accordingly, neither you nor Magic Machine may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver your written notices via hand or first-class mail to us at Magic Machine, 30 N. Gould St. STE R Sheridan, WY 82801. Notwithstanding the foregoing, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.

b. Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Magic Machine agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Magic Machine are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

c. Exceptions. As limited exceptions to Section 6(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

d. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the AAA Rules, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.

e. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we will pay all of our attorneys' fees and costs and will not seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

f. Injunctive and Declaratory Relief. Except as provided in Section 6(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

g. Class Action Waiver. YOU AND MAGIC MACHINE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

h. Severability. With the exception of any of the provisions in Section 6(g) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

7. General Terms

These Terms constitute the entire and exclusive understanding and agreement between Magic Machine and you regarding the Donut Points System and the subject matter hereof, and these Terms supersede and replace all prior oral or written understandings or agreements between Magic Machine and you regarding such subject matter. If any provision of these Terms is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns. No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than you and Magic Machine and each party's respective successors and permitted assigns, except for the Magic Machine Parties. Magic Machine's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Magic Machine. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise. Except as set forth in Section 6(a), you may give notice to Magic Machine by contacting Magic Machine at oracle@magicmachine.co. Notice is effective upon receipt. The parties have agreed to contract electronically, and accordingly, electronic signatures or any other forms of acceptance permitted by law will be given the same effect and weight as original signatures.

8. Data Collection and Privacy

Magic Machine may collect and use data related to your participation in the Donut Points System. This may include, but is not limited to, your activity within the system, point earning patterns, and interaction with other users. By participating in the Donut Points System, you consent to this data collection and use. For more information on how we handle your data, please refer to our Privacy Policy.

9. Intellectual Property

All intellectual property rights in the Donut Points System, including but not limited to software, designs, logos, and content, are owned by Magic Machine. Nothing in these Terms grants you any rights to use Magic Machine's intellectual property except as explicitly stated herein.

10. Termination

Magic Machine reserves the right to terminate or suspend your participation in the Donut Points System at any time, for any reason, without notice. Upon termination, your right to participate in the Donut Points System will immediately cease.

11. Changes to Terms

Magic Machine reserves the right to modify these Terms at any time. We will provide notice of significant changes by posting the new Terms on our website or through other appropriate communication channels. Your continued participation in the Donut Points System following such changes constitutes your acceptance of the new Terms.

12. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

13. No Transfer or Assignment

Donuts and any rights or obligations under these Terms are personal to you and may not be transferred, assigned, or sold to any other person or entity. Any attempt to do so will be null and void.

14. Compliance with Laws

You agree to comply with all applicable local, state, national, and international laws and regulations in your use of the Donut Points System. You are solely responsible for ensuring that your participation in the Donut Points System is in compliance with the laws of your jurisdiction.

15. Indemnification

You agree to indemnify, defend, and hold harmless Magic Machine and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your violation of these Terms or your use of the Donut Points System.

16. Force Majeure

Magic Machine shall not be liable for any failure or delay in the performance of its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

17. No Waiver

The failure of Magic Machine to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18. Relationship of Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, employment, or agency relationship between you and Magic Machine. You do not have any authority to bind Magic Machine in any way.

19. Survival

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

20. Contact Information

If you have any questions about these Terms or the Donut Points System, please contact us at [insert contact email or method].

By participating in the Donut Points System, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.