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TERMS OF USE

This Terms of Use(“Terms”) is executed on the date of download of the mobile application owned, developed and maintained by Blue Billion Tech Pvt. Ltd. from Play Store / App Store (“Execution Date”) or from the date of registration on the Gullyy website (www.gullyy.com).

BY AND AMONGST:

Blue Billion Tech Pvt. Ltd, a private limited company incorporated under the Companies Act, 2013 and having its registered office at 35B, S P Mukherjee Road, Kolkata – 700025. West Bengal (hereinafter referred to as the “Company”, which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its subsidiaries, administrators, liquidators, successors and permitted assigns);

AND

End user The Company and the End User Partner shall hereinafter be individually referred to as a “Party” and collectively referred to as the “Parties”, as the context may require.

WHEREAS:

1. The Company is engaged in the business of operating and managing mobile gaming applications and associated websites (hereinafter referred to as “Gullyy”).
2. The Parties are desirous to enter into this Terms of Use in relation to the usage of the mobile application by the End User.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Parties, intending to be legally bound, hereby agree as follows:


1. DEFINITIONS AND INTERPRETATIONS AND OVERRIDING EFFECT


1.1. Definitions: The Parties to this Terms of Use hereby unconditionally agree that unless the context otherwise requires, the terms listed below when used in this Terms of Use shall have the meanings attached to them and these terms shall be interpreted accordingly. The terms listed below as used in this Terms of Use may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in this Terms of Use and whenever such terms are used in this Terms of Use they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:

1.1.1. “Confidential Information” means all of the Company’s business plans, mechanisms, business related functions, activities and services, customer lists, knowledge of customer needs and preferences, trade secrets, business strategies, marketing strategies, methods of operation, tax records, markets, other valuable information, confidential information and trade related information relating to the business and activities of the Company and useful or necessary for the success of the Company’s business and activities. Confidential Information shall also include financial information, such as Company’s earnings, assets, debts, prices, pricing structure, estimates, volumes of customers, transaction details such as names or address, terms of services, contracts of particular transactions, or related information about Company employees, customers, potential customers; marketing information, such as details about ongoing or proposed marketing programs or agreements by or on behalf of the Company, projections, sales forecasts or results of marketing efforts or information about impending transactions; personnel information; and customer information, such as any compilation of past, existing or prospective customers, customers’ proposals or agreements between customers and status of customers’ accounts or credit, or related information about actual or prospective customers.

1.1.2.“Dispute” shall have the meaning ascribed to it in Clause 13.2.

1.1.3. “Encumbrances” or “Encumber” shall mean and include any mortgage, pledge, equitable interest, prior assignment, conditional sales contract, hypothecation, right of other Persons, claim, security interest, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge, commitment, restriction or limitation of any nature whatsoever, including restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

1.1.4. “Gullyy Coin” means a coupon issued by the Company in accordance with the terms mentioned herein.

1.1.5. “Gullyy Wallet” means a closed pre-paid instrument issued by the Company in relation to Gullyy Coin.

1.1.6. “Indemnified Liabilities” shall have the meaning ascribed to it in Clause 8.

1.1.7. “Indemnified Parties” shall have the meaning ascribed to it in Clause 8.

1.1.8. “Intellectual Properties” shall have the meaning ascribed to it in Clause 5.1

1.1.9. “Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or recognized stock exchange of India or any other relevant jurisdiction.

1.1.10. “Payment Act” means the Payment and Settlement Systems Act, 2007 and any amendment, modification or re-enactment of the same, or any other succeeding enactment for the time being in force.

1.1.11. “Person” means and includes an individual, a sole proprietorship, an association, syndicate, a corporation, a firm, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company, a limited liability company or other entity or organization, body corporate, governmental authority, judicial authority, a natural person in his capacity as trustee, executor, administrator, or other legal representative and any other entity including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.

1.1.12. “RBI Regulations” means the Payment Act and regulations made thereunder, the Issuance and Operation of Pre-paid Instruments in India (RBI) Directions, 2009 and any notifications, master circulars, instructions or guidelines issued and updated by the RBI from time to time, in relation to the same.

1.1.13. “RBI” means the Reserve Bank of India.

1.1.14. “Third Party” shall mean any Persons other than the Parties and the term “Third Parties” shall be construed accordingly


1.2. General Interpretation

In this Terms of Use, except to the extent that the context otherwise requires:

1.2.1 References to a statute, ordinance or other Law shall be deemed to include any references to a statute, ordinance or other Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to 6 compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Law;

1.2.2 References to Clauses, Annexures and Schedules are reference to clauses in and annexures and schedules to this Terms of Use unless the context requires otherwise and the Annexures and Schedules to this Terms of Use shall always be deemed to form part of this Terms of Use;

1.2.3 The headings are inserted for convenience only and shall not affect the construction of this Terms of Use;

1.2.4 The Parties agree that their respective rights and obligations under this Terms of Use shall be interpreted, acted upon and governed in accordance with the terms and conditions of this Terms of Use.


2. DECLARATIONS, COVENANTS, REPRESENTATIONS AND WARRANTIES


2.1. The End User specifically represents and warrants that he is above the required age to under Law to access and make us of Gullyy in the manner envisaged under this Terms of Use.

2.2. The End User understands, affirms, acknowledges and declares that the Company is the sole owner of Gullyy and that the Company has entrusted its property in good faith with the End User under the belief that the End User shall follow these Terms 7 and the Policy and/or any other ancillary clauses that may be applicable to the End User, the Company and/or Gullyy under Law.

2.3. The End User understands, acknowledges, affirms and declares that any and all activities of Gullyy does not fall under the definition of “Prize Competitions” under Law, including but not limited to the Prize Competition Act, 1955 as well as the West Bengal Gambling and Price Competitions Act 1957.

2.4. The End User understands, acknowledges, affirms and declares that any and all activities of Gullyy does not fall under the definition of “gaming” under Orissa Prevention of Gambling Act, 1954.

2.5. The End User understands, acknowledges, affirms and declares that any and all activities of Gullyy does not fall under the definition of “bet” under the Assam Game and Betting, 1970.

2.6. The End User understands, acknowledges, affirms and declares that Gullyy does not fall under the definition of “gaming house” under the Telengana State Gaming (Amendment) Act, 2017.

2.7. The End User specifically represents and warrants and covenants that he has not and he shall not contravened any provisions of the BCCI Anti Corruption Code.

2.8. The End User specifically covenants that he shall use Gullyy and/or any of its consequential, incidental, ancillary and/or affiliated services on for his personal use for entertainment purposes and not for any manner of direct or indirect commercial exploitation.

2.9. The End User specifically covenants that he shall not in any manner whatsoever whether directly or indirectly carry out any monetary transactions either thorough himself or through proxyduring the course of his usage of Gullyy and /or in connection thereto.

2.10. TheEnd User represents that he has not been indicted in any dispute, claim, complaint, investigation, proceeding (Judicial and/ or Quasi Judicial and/or otherwise) actions out of court settlement, etc. in relation to matchfixing, spot fixing, gambling, betting, and/or any other form of wagering activities.

2.11. Notwithstanding anything contained herein, the End User does not have any contractual relationship with the Company and/or its subsidiaries and affiliates other than that which is specifically laid down under this Terms of Use.

2.12. The End User understands, affirms, agrees and acknowledges that all the individual gaming applications that form a part and parcel of Gullyy have their individual rules and shall be rules and the corresponding decisions have to be determined independently from each other, in consonance to this Terms of Use.

2.13. Notwithstanding anything contained herein, the End User shall not engage in any form of betting, match fixing, spot fixing and/or illegal gambling, in any manner whatsoever, whether directly or indirectly, either thorough himself or through proxy, during the course of his usage of Gullyy and /or in connection thereto.

2.14. Notwithstanding anything contained herein, the End User is responsible for his interaction with other players.

2.15. At the instance the End User has a dispute with another player, the End User releasesthe Companyand its officers, directors, agents, subsidiaries, joint ventures, and employees, and all affiliates of the Companyfrom responsibility, claims, demands and/or damages (actual or consequential) of every kind and nature, whether known or unknown, resulting from that dispute or connected to that dispute. This includes damages for loss of profits, goodwill, use or data.

2.16. Gullyy is also a marketing tool for various promotional offers for third party partners.The End User understands, acknowledges, affirms and declares that the Company has no control and thus bears no responsibility for the actions of such third party partners, including but not limited to cases in which such promotional offers could not be availed and/or contain misrepresentations.

2.17. The End User understands, acknowledges, affirms and declares that certain promotional offers shall be subject to taxes and other charges, travel, or activities outside of the virtual world.

2.18. Notwithstanding anything contained herein, the End User covenants that at the instance he accepts a promotional offer, the End Useralso assumes all liability associated with such promotional offer.

2.19. The Companymakes no representation, warranties and or covenants about any content, goods or services any third party provides, even if linked to or from Gullyy and/or any of its ancillary services.

2.20. The End User understands, acknowledges, affirms and declares that third party sites which may be linked to Gullyy is not under the control of the Company and may collect data or ask the End User to provide them with his personal or other information, or they may automatically collect information from him.

2.21. When the End User utilisesany other third party services through the linked sites, such other third party may (or may not) ask you for permission to access your information and content. The Company shall not be responsible for such content, business practices or privacy policies of such third parties, or for how they collect, use or share the information they get from him.

2.22. The End User understands, acknowledges, affirms and agrees that the Company is not affiliated to any sport institution, organisation or body, in any manner whatsoever.

2.23. Notwithstanding anything contained herein, the Companydoes not make any promise and/or guarantee that the Service will be uninterrupted or error-free.

2.24. The End User understands, acknowledges, affirms and declares that the Gullyy is provided on an “as is” basis, to the extent permitted by Law.

2.25. The Company does not make any warranties, conditions or other terms of any kind, either express or implied, about Gullyy and/or any of its consequential, incidental, ancillary and/or affiliated services.

2.26. The Company disclaims any warranties of title or implied warranties, conditions or other terms of non-infringement, merchantability, quiet enjoyment or fitness for a particular purpose.

2.27. The Company reserves the right to void any winnings of an End user resulting from any error or mistake or any technical fault (including but not limited to incorrect quiz pay-outs) in relation to any of the activities mentioned herein.

2.28. The End User understands, acknowledges, affirms and agrees that any and all winnings he receives for any of the games that constitute a part and parcel of Gullyy shall be solely in relation in relation the correct repsonses and activity within that game and is not dependent on any external actions, event and/or occurrence of any form whatsoever.

2.29. Each Party hereby warrants that he has the legal right, power and authority to enter into, deliver and perform this Terms of Use and any other documents executed by him in connection with or pursuant thereto.


3. TERMS SPECIFIC TO GULLYY QUIZ AND OTHER PROMOTIONAL ACTIVITIES


3.1. The Company periodically provides certain promotional activities in relation to Gullyy (“Promotional Activities”) and is open only to residents of India (unless the Company determines otherwise) and the Company reserves the right at any time to close accounts registered from outside India. 3.2. The End User understands, acknowledges, affirms and declares none of the questions that need to be answered in relation to the Promotional Activities shall be based upon the building up, arrangement, combination or permutation of letters, words or figures. 3.3. At the instance of successful completion of the Promotional Activities by the End User, the Company shall credit Gullyy Coins to the End User wallet in the manner and quantity as shall be prescribed from time to time. For clarification of doubt, the rules governing the number of Gullyy Coins credited to any End User in relation any Promotional Activity shall be at the sole discretion of the Company.


4. TERMS SPECIFIC TO GULLYY COINS AND GULLYY WALLET


4.1. In consideration of the payment of money by the End User to be made to the Company from time to time in accordance to this Terms of Use, the Company will issue to the End User Gullyy Coins which shall be in digital form.

4.2. The End Usershall be entitled to purchase the Gullyy Coins through a variety of processes, including, but not limited to using online payment mechanisms.

4.3. In consideration of the End User making payment of adequate monetary compensation, the Company will issue and/or cause to be issued to the End User the Gullyy Coins in the digital form.

4.4. In case the End User purchases the Gullyy Coins in terms of the prepaid card, his account will be loaded with equivalent Gullyy Coins corresponding to the value mentioned on such prepaid card. For clarification of doubt, it is hereby stated that Gullyy Coin is not and shall not be a domestic remittance service and as such no user will be entitled to redeem and/or cause to be redeemed the same for any form of legal tender or currency of any form.

4.5. Gullyy Coins are not and shall not be a legal tender within the meaning of any law including The Reserve Bank of India Act, 1934.

4.6. The Company will from time to time, depending upon the necessities and the expediencies of the circumstances, add to and/or discontinue any of the, aforesaid modalities.

4.7. It is hereby further agreed by and between the parties that the End User will not under any circumstances be entitled to seek the refund of any of Gullyy Coins, it being clearly agreed and understood by and between the parties that the Company being only a one way service provider will recognize only the debit instructions to be given by its user, i.e. the End User.

4.8. Gullyy Coins is being offered as a service using mobile phones using both Gullyy and through the company website, and will be offered by other methods as intimated to users over time.

4.9. Gullyy Coins are non-refundable electronic credits that can only be used for the purposes as specifically laid down within Gullyy, and not for any other reason whatsoever.

4.10. The End User understands, acknowledges, affirms and declares that at the instance he does not log onto his account for a period of 90 days the Company reserves the right to deduct the entire balance of Gullyy Coins that has been made available to him at any given time. The End User specifically waives any and all rights that may accrue to him in this regard.

4.11. All transactions envisaged herein shall be subject to the amount of the outstanding balance existing in the Gullyy Wallet at the time of making a transaction, domestic money transfer guidelines as issued by RBI or any other limit as may prescribed by Us from time to time.

4.12. The End User can reload Gullyy Wallet by using only those modes of the payment as enabled by the Company.

4.13. The End User shall be compliant of Applicable Laws, including but not limited to RBI Regulations, in relation to usage of the Gullyy Coins and/or the corresponding services incidental thereto.

4.14. The payment details provided by the End User must be true, complete, current and accurate.

4.15. The End User specifically represents and warrants that he legally and fully entitled to use the respective debit card, credit card, bank or any other mode that the End User may use to load funds into the Gullyy Wallet.

4.16. The End User hereby authorize the Company to hold, receive and disburse funds in the Gullyy Wallet in accordance with any payment instructions the Company receives from the End User.

4.17. Notwithstanding anything contained herein, the authorization permits the Company to debit or credit the bank account associated with the End User made available in accordance to these Terms of Use.

4.18. The Company reserves the right to review the End User’s account and transaction history in order to determine the occurrence of fraud. If the Company has any reason to believe that there has been fraudulent activity on the End User Account, the Company reserves the right to terminate, block or suspend the End User Account with immediate effect.

4.19. The Company is reliant on third parties such as banks to deliver timely services in relation to matters envisaged herein. Since, the Company cannot control the actions of such third parties, and disclaims all liabilities in relation thereto.


5. EVENTS OF DEFAULT


The Company shall have the block and/or otherwise reduce the functionality of Gullyy for the End User, either in perpetuity or for a temporary period, in case of breach of any clause of these Terms.


6. INDEMNIFICATION


The End User shall defend, protect, indemnify and hold harmless the Company and its directors, employees, agents, successors, and assigns (“Indemnified Parties”) from and against any and all claimsin connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to

6.1. any misrepresentation by the End User to the Indemnified Parties,

6.2. any misrepresentation of the End User to any Third Party, with respect to the Indemnified Parties,

6.3. the breach of Representations and Warranties, Covenants and Declarations of the End User contained in this Terms of Use,

6.4. all taxes for which the End Usermay be liable and

6.5. the breach of any obligations by theEnd User of this Terms of Use


7. INTELLECTUAL PROPERTY


7.1. The Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information which are subject matter of this Terms of Use and/or any Transaction delineated herein and any Proprietary Information (collectively referred to as “Intellectual Properties”).

7.2. The End User grants the Company a non-exclusive, transferable, sub-licensable, royaltyfree, worldwide license to use any intellectual property in relation to any information and/or content that is shared by the End User on or off the Gullyy. The license shall persist even after the deletion of such information and/or content from the App

7.3. Notwithstanding anything contained in this Terms of Use, Intellectual Properties include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,”“artist’s rights,”“droit moral,” or the like.


8. LIMITATION OF LIABLITY


Notwithstanding anything contained herein, the aggregate liability of the Company under this Terms of Usein relation to any End User shall be limited to any payments received from him, which shall be interest free.


9. GOVERNING LAW AND JURISDICTION


9.1. This Terms of Use and its performance shall be governed by and construed in all respects in accordance with the Laws of the Republic of India.

9.2. Subject to Clause 13.3 below, this Terms of Use shall be subject to the jurisdiction of the courts in Kolkata, India.


10. ASSIGNABILITY

10.1. Except as provided in this Terms of Use, End User shall not be entitled to assign his rights and obligations under the Terms of Use to a Third Party without the prior written consent of the Company.

10.2. The Company reserves the right to assign this contractual arrangement with the End User without the consent or notice of the End User.


11. CONFIDENTIALITY


11.1. Each of the Parties shall maintain the utmost confidentiality, regarding the Confidential Informationat all times.

11.2. It is hereby clarified that nothing contained herein shall affect the ability of the Parties to make disclosure to any governmental authority or any other Person under the provisions of any Law, and/or the ability of the Parties to make disclosures to its lenders, provided however in all such circumstances, the disclosing Party, who shall be required to disclose such information shall have to give prior notice to the other Party before making the disclosure, indicating the nature of information that is proposed to be disclosed and in sufficient time to allow the other Party to seek confidentiality of the information being disclosed.

11.3. Neither Party shall make any announcements to the public or to any Third Partyregarding the arrangements contemplated by this Terms of Use without the prior written consent of the other Party, provided that none of the aforesaid Parties shall be liable for making such announcements if the same are required to be disclosed by applicable law or pursuant to the legal process.


12. SEVERABILITY


Any provision in this Terms of Use, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Terms of Use or affecting the validity or enforceability of such provision in the same or any other jurisdiction. Without prejudice to the foregoing, the Parties will immediately negotiate in good faith to replace such provision with a proviso, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.


13. AMENDMENTS AND WAIVERS


13.1. Any provision of this Terms of Use may be amended by the Company without notice. The End User specifically waives off any and all rights that may accrue to him under Law in this regard.

13.2. All remedies, either under this Terms of Use or by Law or otherwise afforded, will be cumulative and not alternative.


14. INDEPENDENT CONTRACTORS


The Parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Terms of Use will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.


15. ENTIRE AGREEMENT


This Terms of Use contains the entire agreement of the Parties hereto with respect to the transactions envisaged under this Terms of Use and the inter-se rights and obligations of the Parties, superseding and replacing all negotiations, prior agreements, discussions, memoranda or heads of agreements, made prior to the date hereof amongst the Parties.