1. General
1.1. This technology license agreement (the "Agreement") governs the licensing of the technology and platform (the "Platform") to you ("You") by Us. This Agreement should be read carefully by You in its entirety prior to Your use of the Platform.
1.2. We do not operate and/or manage the Platform. Your licensing of the Platform is at Your own discretion and risk vis-à-vis the Players. We are not responsible in any form and/or manner for any activity by You and/or on Your behalf.
2. Definitions
2.1. In this Agreement, the following words and phrases shall (unless the context otherwise requires) have the meanings set out beside them:
“Consideration” means the consideration due to Us in accordance with the provisions of the Website, according to the package chosen by You. The consideration is paid in USDP (PlayBlock) cryptocurrency, or any cryptocurrency that our Eco-System supports.
"Event" shall mean any event upon which a Play is available on the Platform.
"Owner" means the owner of the Platform which licenses the Platform to You in accordance with this Agreement.
"Play" shall mean a play a Player makes in respect of an Event
“Player” means a person that makes a Play via the Site.
"Site" shall mean any website and/or mobile site and/or mobile application via which You offer the Platform for use by Players.
"Smart Contract" means the smart contract on the blockchain via which Plays are registered, performed and executed.
"We", "Our" or "Us" shall mean the Owner, and any of its subsidiaries, affiliates, employees, directors, officers, agents, suppliers, consultants and contractors.
“Website” means the website and/or mobile site and/or mobile application via which You licensed the Platform.
3. The license and this Agreement
3.1. We hereby grant You a limited, revocable, non-transferable, non-exclusive, non-licensable and non-sub-licensable license to use the Platform solely through the Site to offer Events so as to allow Players to make Plays. The Platform includes, inter alia, a BI management system.
3.2. By licensing the Platform, you agree to be bound by and to act in accordance with this Agreement, as it may be updated from time to time, without any reservation.
3.3. We may change, modify and/or cancel any of the terms of this Agreement at any time, at Our sole and absolute discretion, by posting the new version of this Agreement on the Website. Any such modification will take effect immediately after posting the new version of this Agreement on the Website and You will be immediately bound by the new version of this Agreement, unless stated otherwise by Us when posting such new version. We are not obligated to provide You any notification in respect of any such new version of this Agreement beyond the posting of the new version of this Agreement on the Website. It is Your responsibility to visit the Website frequently to make sure You are up to date with the latest version of this Agreement and its provisions. If any modification is unacceptable to You, your only recourse is to cease licensing the Platform. Your continued licensing of the Platform will be deemed binding acceptance of the new version of this Agreement.
3.4. This Agreement supersedes all prior agreements between the parties in relation to its subject matter and constitutes the entire and whole agreement between You and the Owner. You confirm that, in agreeing to accept this Agreement, You have not relied on any representation except for any express representation made by the Owner in this Agreement.
4. Scope and limitations of license
4.1. The scope and level of the licensing of the Platform may be reduced and/or adjusted by Us if and to the extent necessary to make it compliant with, and viable under, any applicable legislation; any such reduction and/or adjustment shall not be considered as a breach of this Agreement and You shall not have any claim whatsoever against Us on account of such reduction and/or adjustment.
4.2. We shall use commercially reasonable efforts to have the Platform and/or Smart Contract operate without major errors. However, we do not warrant that the Platform and/or Smart Contract will be free from error or that access to the Platform will be uninterrupted. We do not warrant that the Platform and/or Smart Contract will meet any special requirements of condition, quality, performance, merchantability or fitness for any purpose, or that the Platform and/or Smart Contract will generate particular revenues or profits.
4.3. You represent, warrant and agree to ensure that Your licensing of the Platform and offering Players to Play will comply with all applicable laws, statutes and regulations. The offering and/or availability of the Platform shall not be deemed or interpreted as a confirmation as to the legality of the use of the Platform. You shall be solely responsible for determining whether Your licensing of the Platform and/or offering it to Players is legal. We make no representations or warranties, expressed or implied, concerning the legality of the Platform and/or of any person's use of the Platform, and shall not be responsible for any illegal use of the Platform by You and/or Players. It is Your responsibility to ensure that You comply with any and all laws applicable to You before any use of the Platform. You should consult with legal counsel in the applicable jurisdiction about the legality of Your licensing and/or use of the Platform.
4.4. All Events and Plays are operated and managed by You. We do not offer, operate and/or manage any Events and/or plays and have no responsibility for them. The license provided by Us to You is limited to allowing the use of the Platform by You; the scope and manner of use is Your sole responsibility.
4.5. We reserve the right to cancel, terminate, modify and/or suspend the licensing of the Platform and/or the use of the Smart Contract with immediate effect, for any reason and at Our sole and absolute discretion. You shall have no claims against Us in such regard.
5. Consideration
5.1. We shall be entitled to the Consideration. The Consideration shall be transferred to Us via the Smart Contract. For the avoidance of doubt, you shall be liable for the Consideration even where the Smart Contract does not transfer the Consideration to Us.
5.2. In addition to the payment of the Consideration to Us, payments to the marketing affiliates shall be deducted and transferred to them via the Smart Contract.
5.3. All payments due to You shall be transferred to you via the Smart Contract on a daily basis
5.4. Any and all payments due to Us (including, but not limited to, the Consideration) shall be made free of any tax, charge or levy (including, but not limited to, VAT and/or GST) imposed on or deducted from such payment, including by way of withholding. If any tax, charge or levy (including, but not limited to, VAT and/or GST) is imposed or withheld on, or deducted from, any payment due to Us (including, but not limited to, the Consideration), then the Consideration shall be increased by such additional funds so as to provide Us with the payments due to it as if no such tax, charge or levy (including, but not limited to, VAT and/or GST) was imposed or withheld on, or deducted from, any payment due to Us.
6. Your obligations
6.1. You undertake (i) to be solely responsible for marketing the Site to potential Players, with the objective of maximizing the traffic of Players; (ii) to harness and utilize for such purpose all of Your assets, resources and employees; (iii) to be solely responsible for all means and methods employed in such marketing and promotional activities, and shall indemnify and hold Us harmless in relation to any claims made against Us in relation to these activities; (iv) to bear all costs and expenses in connection with all marketing and promotional activities; (v) to ensure that all of Your marketing and promotional materials are truthful and not misleading; (vi) to comply with applicable legislation, and (vii) inform Us of any instance in which You know or suspect to be an offence under applicable legislation, immediately after becoming aware or suspects such instance.
6.2. You shall immediately notify Us of any legal action which could have a material adverse effect on the Platform and/or Smart Contract.
6.3. You shall be solely responsible for any claims made by Players. You will indemnify and hold Us harmless against all liabilities, obligations, losses, damages, injuries, penalties, claims, suits, costs, actions, expenses, legal fees and disbursements (actual or contingent) (the “Damages”) which We may suffer or incur as a result of any claim, proceedings, judgment and/or order made and/or issued against Us in connection with anything related to any Player. You are solely liable to make any payments due to any Player, and We will not be under any liability to make any payments to the Customers.
6.4. You shall compensate, indemnify and hold Us harmless, from and against all Damages arising out of or in connection with any breach of this Agreement by You and/or the use of the Platform and/or Smart Contract.
7. Reservations concerning Our responsibility
7.1. We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of data or information in respect of and/or associated with the Platform and/or Smart Contract and/or and any direct or indirect loss which arises from these occurrences. We are not responsible for any problems or technical malfunction of any network or lines, Wi-Fi, Bluetooth, computers, systems, servers or providers, computer equipment, software, blockchain, or email on account of technical problems or traffic congestion on the internet or at any website, mobile site or mobile application affecting the Platform and/or Smart Contract. We shall not be responsible or liable to You in the event of systems or communications errors, bugs or viruses relating to the Platform and/or Smart Contract which will result in damage to Your hardware and/or software and/or data.
7.2. In no event shall We be liable for any direct, indirect, incidental, special or consequential damages or damages for loss of profits, revenue, data or use incurred by You or any third party, whether in an action for contract or tort, arising from the access to, or use of, the Platform, Smart Contract and/or otherwise.
7.3. We shall have no liability with respect to any damage and/or loss that was caused due to reliance, of any type, on the information or any other publication or content appearing at the Website.
7.4. We shall not be responsible or liable for any actions or omissions of internet service provider or any other third party which provides You with access to the Platform and/or Smart Contract, and/or the provider of the Smart Contract.
7.5. We shall not be responsible for any damage or loss You shall incur as a result of modifications, enhancement, termination, suspension or discontinuation of the Platform and/or Smart Contract. We will not be responsible for any damage or loss You shall incur as a result of Your use or reliance on the content of any website, mobile site and/or mobile application to which links appear on the Website.
7.6. The Platform, Website's content, Smart Contract and the software used in connection therewith are provided "as is", and We make no warranty or representation, whether express or implied (whether by law, statute, or otherwise), including but not limited to implied warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, completeness or accuracy, non-infringement of third parties' rights or of applicable laws and regulation in respect of the Platform, Website's content, the software and Smart Contract used in connection therewith, or that the Platform, Website's content, the software and Smart Contract used in connection therewith will be uninterrupted, timely, secure or error-free, or that defects will be corrected, or will be free of viruses or bugs or as to results or the accuracy of any information through the site or services.
7.7. Our total and aggregate liability to You in connection with the Platform, Smart Contract and otherwise, by contract, tort and/or any other legal theory, including where We were informed as to the possibility of damages, shall not exceed the sum of USD 100 (one hundred US Dollars).
8. Intellectual Property
8.1. All the rights, including the intellectual property rights (i.e., patents, copyright, trademarks, service marks, logos, trade names, know-how or any other intellectual property right) concerning the Platform (collectively the "Rights"), are and shall remain the sole and exclusive property of the Owner and/or any of its licensors. You may not use any of the Rights without the express prior written approval of the Owner, except pursuant to this Agreement, and You shall not, by licensing the Platform or otherwise, acquire any rights in any of the Rights. Without derogating from the above, you are strictly prohibited from: (i) copying. redistributing, publishing, reverse engineering, decompiling, disassembling, modifying, translating or making any attempt to access the source code of the Platform, (ii) creating derivate works of the source code of the Platform; (iii) selling, assigning, licensing, sublicensing, transferring, distributing the Platform and/or Smart Contract, and (iv) making the Platform and/or Smart Contract available to any third party.
9. Miscellaneous
9.1. This Agreement and the relationship between You and Us shall be governed by, and construed and interpreted in accordance with, the laws of Seychelles, excluding their conflict of law rules and provisions, and You irrevocably submit to the exclusive jurisdiction of the competent courts of Seychelles with respect to any dispute regarding the validity, breach, interpretation, performance or otherwise arising out of or in connection with this Agreement and the relationship between You and Us.
9.2. We may transfer or assign any and/or all of Our rights and obligations hereunder to any third party. You may not transfer, assign or pledge in any manner whatsoever any of Your rights and/or obligations under this Agreement.
9.3. Nothing in this Agreement shall: (i) be construed as creating any agency, arrangement, trust of fiduciary relationships or any similar relationship between You and Us; (ii) create or confer any rights or benefits to any third party; (iii) grant You any security interest in any asset of Ours; and/or (iv) grant You any right not explicitly provided to You under this Agreement.
9.4. We may provide You with notices with respect to or in connection with this Agreement in an e-mail and/or through the Website, and such notice shall be deemed received by You within 24 hours from the time it is provided in the aforesaid manner.
9.5. No failure or delay on Our part in exercising any right, power or remedy thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
9.6. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
10.1. This Agreement has been drafted in the English language. In the event of any discrepancy between the meanings of any translated versions of this Agreement and the English language version, the meaning of the English language version shall prevail.