TERMS AND CONDITIONS

These Terms and Conditions (“Terms and Conditions”) are related to the subscription for cloud-based enterprise class software between Gameball, Inc., a C-Corp having a principal place of business in the US (the “Company”) and the subscribed customer (the “Customer”). Customer’s subscription (subject to the payment of the Subscription fee and the provisions for termination set out in the Agreement) shall be deemed Customer’s agreement to these Terms and Conditions.

A. LICENSE

  1. Grant: Company grants to Customer during the Term of the Agreement the nontransferable, nonexclusive right to permit a limited number of uses to Users to use the Service, display and print Customer Data, and use the aaS Materials solely in connection with the Service, all solely for Customer’s own internal business operations, provided such internal business operations.
  2. Copying: Customer may make copies of the software for backup purposes only. Each copy made by Customer must include the copyright/proprietary rights notice(s) embedded in and affixed to the software. All other copying is prohibited.
  3. Other Restrictions: Customer may not publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, loan, lease, distribute or transfer the software or copies to third parties, nor reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the software. Customer may not use software, nor allow software to be used, to provide data management or processing services for third parties. Customer may not reproduce all or any portion of the software (except as expressly permitted herein) or any accompanying Documentation, or modify, translate or otherwise create derivative works of the software. Customer agrees to notify its employees and agents who may have access to software of the restrictions contained herein and to ensure their compliance with these restrictions.
  4. Title: Customer hereby acknowledges and agrees that all right, title and interest in and to the software, the Documentation and any other related materials are, and shall remain, vested solely in Company, its Affiliates and other software owners, if any, and Customer shall not hold itself out as having any ownership or other rights with respect thereto, except as specifically granted hereunder. Except as expressly permitted herein, Customer agrees that it shall make no use of the software, the Documentation or any other related materials without Company’s prior written consent. Any and all goodwill associated with such rights shall inure directly and exclusively to the benefit of Company.

B. CONFIDENTIALITY

  1. Company acknowledges that any documents, the contents thereof, or other proprietary or confidential materials expressly designated as confidential that are provided to Company by Customer during the term are valuable assets of Customer. Company will take reasonable steps to ensure that the Customer Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Company will not permit any unaffiliated third-party access to, in any manner, the Customer Confidential Information, except as provided in this Agreement. Customer Confidential Information shall not include information that consists of ideas, concepts, know-how or techniques relating to the enhancement, customization, installation or implementation of the Software.
  2. Customer acknowledges and agrees that the Software constitutes a valuable proprietary product of Company and that the Software, together with the terms of this Agreement, shall be referred to as the “Company Confidential Information.” Customer will take reasonable steps to ensure that the Company Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Customer will not permit any third party access to, in any manner, the Company Confidential Information, except as provided in this Agreement. Customer may permit its independent contractors access to the Company Confidential Information to the extent necessary for such contractor’s provision of services to Customer if such contractor executes a confidentiality agreement with Customer or Company which prohibits the contractor from using or disclosing the Company Confidential Information; provided, however, that such independent contractors may not include any Competitor.

C. PROPRIETARY RIGHTS

  1. Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
  2. Customer further acknowledges and agrees that the content or information presented to the Customer through the Service may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except where expressly provided otherwise by Company, nothing in the Service, the aaS Materials, or the Agreement shall be construed to confer any license to any of Company’s (or its third party manufacturer’s, author’s, developer’s, Company’s, and service provider’s (“Third Party Companys”), intellectual property rights, whether by estoppel, implication, or otherwise.
  3. Without limiting the generality of the foregoing, any names or trademarks of the Company Software and other Company service marks, logos and product service names are marks of Company (the “Company Marks”).
  4. Customer agrees not to display or use the Company marks, or the marks of any Third-Party Company, in any manner without the owner’s express prior written permission. Company reserves the right to subcontract any or all services provided hereunder to third parties.

D. WARRANTIES

  1. Company warrants to Customer during the Term of this Agreement that the Service will comply with the material functionality described in the aaS Materials and that such functionality will be maintained in all material respects in subsequent upgrades to the Service.
  2. Customer’s sole and exclusive remedy for Company’s breach of this warranty shall be that Company shall use commercially reasonable efforts to correct such errors or modify the Service to achieve the material functionality described in the aaS Materials within a reasonable period of time. However, Company shall have no obligation with respect to this warranty claim unless notified of such claim within (30) days of the first material functionality problem.
  3. Further, Company shall have no obligation with respect to this warranty claim, and Customer may not terminate the Agreement, where any alleged nonconformity is due to User error as reasonably determined by the parties after investigation and analysis by the Company. Company does not warrant that the Service will be will be free of non-material errors, bugs, or minor interruption, or that all such errors will be corrected.
  4. Company warrants that it is the sole owner of and or has full power and authority to grant the license and use of the Service and other rights granted by the Agreement to Customer with respect to the Service and that neither the performance by Customer in its utilization of the Service, nor the license of and authorized use by Customer of the Service as described herein, will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of any third party.
  5. Except as otherwise stated above, Company does not represent that customer’s use of the service will be secure, timely, uninterrupted or error free, or that the service will meet customer requirements or that all errors in the service and/or documentation will be corrected or that the system that makes the service available will be free of viruses or other harmful components or the service will operate in combination with other hardware, software, systems or data not provided by Company or the operation of the services will be secure or that Company and its third party Company will be able to prevent third parties from accessing customer data or customer’s confidential information, or any errors will be corrected or any stored customer data will be accurate or reliable. Company does not warrant the improvement of end-user engagement, and merely provides a tool to be used by the Customer to work towards that goal. The warranties stated above are the sole and exclusive warranties offered by Company. There are no other warranties or conditions, express or implied, including without limitation, those of merchantability or fitness for a particular purpose. Except as stated above, the service is provided to Customer on an “as is” and “as available” basis and is for commercial use only. Customer assumes all responsibility for determining whether the service or the information generated thereby is accurate or sufficient for the customer’s purpose.

E. SEVERABILITY

  1. If any part of these Terms and Conditions is found to be invalid or unenforceable under applicable law, such part will be ineffective to the extent of such invalid or unenforceable part only, without affecting the remaining parts of the Terms and Conditions in any way.

F. GOVERNING LAW AND VENUE

  1. The Agreement and the relationship of the Parties in connection with the subject matter of the Agreement shall first be resolved amicably.
  2. The governing law of the contract shall be the substantive law of the state of Delaware, Unites States of America. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Delaware Court of Chancery. The place of arbitration shall be Delaware, US. The number of arbitrators shall be three, and the language of the proceedings shall be English.

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