1. PARTIES TO BE BOUND; REPRESENTATION OF AUTHORITY

YOU ARE AGREEING TO THE TERMS OUTLINED IN THIS AGREEMENT, IN WHICH, YOU ARE HEREBY REFERRED TO AS ‘THE CLIENT’, AND ARCADE SOLUTIONS INC, A DELAWARE CORPORATION, IS HEREBY REFERRED TO AS THE SERVICE PROVIDER. YOU AS THE CLIENT AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ARE ALSO CONFIRMING THAT YOU HAVE THE EXPLICIT AUTHORITY TO BIND SUCH ENTITY (THE CLIENT) TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

2. Definitions and Interpretation

2.1. Definitions

The following definitions apply in these terms:

Account means an account specific to you and your use of the Services accessed by User Identification. Agreement means this document together with any schedules or addendums, Privacy Policy and such other terms or policies as we may implement by notive to you from time to time in relation to the Service and which will be posted at workplacearcade.com.

Authorised Users means your employees, agents and independent contractors who you authorise to use the Services and the Documentation and for whom subscription to the Services have been ordered and who have been supplied User Identifications.

Business Day means a business day, which excludes weekends and public holidays in the State.

Claim means a claim, action, proceeding or demand made against the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Consequential Loss means any special, indirect, incidental, consequential or economic loss (including loss of profits, revenue, savings, opportunity or goodwill), even if the possibility of such a loss being suffered has been brought to the attention of the relevant party.

Content means all forms of information, including text, voice, pictures, animations, video, sound recordings, software, separately or combined, sent and received across a network.

Device means any hardware used to access our Service.

Documentation means the user manual and/or other written materials provided by Service Provider in relation to the Services and Software functionalities and use instructions.

Enhancements mean new releases and updates of the Service generally made available by us containing new features or functions of performance.

User ID means the unique user identity used to access the Arcade service.

Fee means the fee payable in U.S. dollars (USD) for a Licence to access the Service on a per Authorised User basis as agreed between you and us from time to time.

Government Agency means a government or governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

Intellectual Property means all Intellectual Property Rights in or relating to the Service, including all programme and software elements, any derivative works and all of our copyrights, trademarks or any other identifying characteristics used in relation to the Services.

Intellectual Property Rights means all statutory and other proprietary rights in respect of all intellectual or industrial property including all trademarks, patents, copyright, confidential information and all other intellectual property as defined by Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967 and the right to register them.

Loss means a damage, loss, cost, expense or liability incurred by the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent, and includes Consequential Loss.

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not and whether included in material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.

Privacy Policy means the Arcade Solutions privacy policy as amended from time to time which can be accessed at https://workplacearcade.com/privacy/

Purchase means your physical or electronic purchase order submitted to us when you intend to purchase a SaaS Licence.

SaaS Licence means a limited, revocable, non-exclusive, non-transferable (except as permitted in this Agreement), world-wide licence for you and your Authorised Users to use our Service in accordance with this Agreement.

SaaS Licence Commencement Date means the date on which we give you and your Authorised Users access to log on and use the Service.

Scheduled Maintenance Windows means a period of time where the Service will be unavailable.

Service means the software as a service consisting of a system and application provided by us and any Updates or Enhancements to it, which is accessed by a web browser or application on an Authorised User’s Device, and includes web enabled Support, management and monitoring of the software and the capture and tracking of User Information uploaded from Devices.

Site means www.WorkplaceArcade.com and all subdomains including but not limited to Manage.ArcadeHub.co, App.ArcadeHub.co, PlayArcade.co, Blackboard.ArcadeHub.co, Live.ArcadeHub.co and Signup.Arcade.co.

Specifications means the specifications noted on the Site or in the Documentation about the Service. State means the State of Texas, United States.

Support means the support specified in Schedule 1 which we provide you in relation to the Service during the term of your SaaS Licence.

Tax means any tax, levy, charge, impost, fee, deduction, value added tax or withholding tax that is assessed, levied, imposed or collected by any Government Agency and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above.

Updates mean updates of the Service generally made available by us containing correction of reported bugs, defects or errors, or which constitute a change, amendment or modification to the Service but which do not materially affect existing functionality.

User Identification means the unique username and password issued or otherwise assigned by us to you and your Authorised Users for access to and use of the Service.

User Information means any Personal Information, financial details and such other information of a person, company or other entity who provides such information or intends to use the Services.

You or your means the Client (i.e., the entity licensed to use the Service under this Agreement), and those Authorised Users who use the Service in accordance with this Agreement.

Your Content means any content (including User Information and other data) you:

We or us or our means Arcade Solutions, Inc.

2.2. Interpretation

The following rules also apply in interpreting this Agreement, except where the context makes it clear that a rule is not intended to apply.

3. The Licence

3.1. Commencement and term

3.2. Account

3.3. Trail Period

4. Your obligations

Availability

We do not guarantee that our Service will be continuous or fault free due to the nature of the Service. We will use our best efforts to provide reasonable notice to you of the date, start time and expected duration of Scheduled Maintenance Windows. Notwithstanding the above, we do not accept responsibility or liability in relation to any loss or damage arising out of any fault or delay whatsoever or howsoever caused, created, maintained, continued or resumed due to unavailability of the Service.

4.2. Acknowledgements and Acceptance

4.3. General obligations

In addition to any obligations set out in this Agreement, you agree to:

4.4. Prohibited Activity

In addition to any obligations set out in this Agreement, you must not:

5. Termination, cancellation and suspension

5.1. Suspension, cancellation or termination

5.2. Termination by expiry

Your SaaS Licence will expire or terminate on the earlier of:

5.3. Discontinued Service; Access to Client Data

6. Effect of Termination

6.1. Accrued Rights

Termination of this Agreement for any reason does not invalidate, waive or in any other way affect the rights of a party, which have accrued prior to termination.

6.2. No Access

If your Account is cancelled or SaaS Licence is terminated under clause 5.1(b) you will not be permitted to use the Service and we will prevent your access to the Service and your Account; provided, however, we will provide you with access to your Account and the Service solely for you to retrieve Your Content in accordance with clauses 5.3(c) and 6.4.

6.3. Limited Access

At our discretion, you will be able to continue to upload Your Content to the Service; however, you will not be able to download or transfer Your Content or use all the functionality of the System:

6.4. Accessing Your Content

7. Updates, Enhancements and Support

7.1. Devices

You acknowledge that, in order for you to use our Service, you will need to use compatible Devices. We do not warrant that our Service will be compatible with all Devices.

7.2. Updates and Enhancements

7.3. Support

8. Privacy, Your Content and Personal Information

8.1. Compliance with Local Laws

You warrant that all Your Content which contains Personal Information has been collected and disclosed in accordance with relevant applicable law.

8.2. Our Privacy Obligations

You acknowledge we collect and handle all Personal Information about you or contained in Your Content in accordance with our Privacy Policy, and we will comply in all respects with any limitations or restrictions on disclosure or use of Personal Information received by us as set forth in such Privacy Policy. In addition to the foregoing, to the extent that Your Content contains Personal Information, we shall maintain appropriate security measures to protect such Personal Information in accordance with applicable laws and regulations and no less than industry standard privacy and security policies and practices. If we become aware of an unauthorized acquisition or use of such Personal Information or a breach of security affecting such Personal Information (“Data Breach”), we will promptly inform you of such Data Breach, and take all reasonably necessary steps to prevent further disclosure or use. We also will reasonably cooperate with you in support of any breach notification requirements as imposed upon you by applicable laws and regulations.

8.3. Ownership of Your Content

You retain sole and exclusive ownership of all right and title to Your Content and all Intellectual Property Rights in Your Content.

8.4. Licence of Your Content

You give us a non-exclusive, world wide, royalty free and irrevocable licence to copy, use and analyse Your Content for creating statistics and determining trends of such items as retention rates and user analyses which may then be used by us as we see fit, provided such output and analyses will not contain Personal Information.

9. Confidentiality

9.1. Confidential Information

“Confidential Information” means the terms of this Agreement and all confidential and proprietary information of us or you, including without limitation all business plans, product plans, financial information, software, designs, formulas, methods, know how, processes, materials provided by one party to the other in the course of us providing the Service to you under this Agreement, and technical, business and financial data of any nature whatsoever, provided that such information is either (i) marked or designated in writing as “confidential,” “proprietary,” or any other similar term or designation, or (ii) of a nature or provided under circumstances which a reasonable person would understand to be confidential. Confidential Information does not include information that is (i) rightfully in the receiving party’s possession without obligation of confidentiality prior to receipt from the disclosing party; (ii) or becomes a matter of public knowledge or generally known in the industry through no fault of the receiving party; (iii) rightfully furnished to the receiving party by a third party without restriction on disclosure or use; or (iv) independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party shall (x) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with this Agreement, and (ii) use at least reasonable care to protect from disclosure to any third parties any Confidential Information disclosed by the other party for a period from the date hereof until three (3) years following the termination date of this Agreement, provided, however, that Confidential Information that constitutes, contains or reveals, in whole or in part, a disclosing party’s trade secrets, and identified as such by the disclosing party, shall not be disclosed by the receiving party at any time. Notwithstanding the foregoing, a receiving party may disclose Confidential Information pursuant to a valid order of a court or authorized government agency provided that the receiving party has given the disclosing party prompt notice, to the extent legally permissible, so that the disclosing party will have an opportunity to defend, limit or protect against such disclosure.

10. Intellectual Property Rights

You acknowledge and agree that we own:

11. Fees and charges

11.1. Fees

Fees are set out on in the Agreement or may be agreed between you and us from time to time.

11.2. When fees are payable

11.3. Invoices

Service Provider will bill & invoice Client on monthly basis.

11.4. Security

We will store your payment details and transaction data securely in accordance with the Payment Card Industry Data Security Standard (PCI DSS). It is your responsibility to keep your payment details secure.

12. Warranties

12.1. Acknowledgment

You acknowledge and agree that:

12.2. Representations and Warranties

12.3. No Warranty

12.4. Statutory Warranties

To the fullest extent permitted by law all conditions and warranties concerning the Service (whether as to quality, outcome, fitness, care, skill or otherwise) expressed or implied by statute, common law, equity, trade, custom or usage or otherwise are expressly excluded and in respect of those statutory warranties which can not be excluded for any products or services provided by us, our liability to you is limited to:

13. Indemnity and Liability

13.1. Indemnity

To the maximum extent permitted by law, you release us from, and indemnify and hold harmless, us, including our directors, employees and officers, from and against, any Loss or Claim (including reasonable legal costs and expenses) brought against, incurred or suffered by us or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified and arising directly or indirectly in connection with the provision of our Service by us including:

13.2. Infringement Indemnity

We exclude liability for any and all Loss suffered or incurred by you, or any other person that uses our Service in connection with:

13.3. Limitation of Liability and Exclusions of Liability

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEPT WITH RESPECT TO A PARTY’S CONFIDENTIALITY OR INDEMNITY OBLIGATIONS OR AS A RESULT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except as expressly set forth in this Agreement, we exclude liability for any and all Loss suffered or incurred by you, or any other person that uses our Service in connection with:

14. Tax

14.1. Service Tax

All amounts paid in or provided for or in connection with this Agreement are, unless otherwise specified, exclusive of Tax. If the supply of goods or services by one party () to another party (Recipient) under this Agreement is a taxable supply, then the amount due to the Supplier for that supply will be the sum of:

For the avoidance of doubt, each party is solely responsible for any Tax imposed on its net income, its real or personal property, or its aggregate gross receipts.

15. General

15.1. Severance

If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision must be construed to the extent necessary to ensure that it is not illegal, invalid or unenforceable. If that clause cannot be so construed, then that provision shall be severed without affecting the validity or enforceability of the remaining part of that provision or the other provisions in this Agreement.

15.2. Non-merger of provisions

A provision of this Agreement which can and is intended to operate after its conclusion will remain in full force and effect.

15.3. Waiver

A single or partial exercise or waiver of a right relating to this Agreement will not prevent any other exercise of that right or the exercise of any other right.

15.4. Offshoring

We may not store or transfer your Personal Information, Personal Information of Authorised Users, or any information we obtain from your use and/or purchase of our Service, to a location outside of the United States.

15.5. Jurisdiction

This Agreement is governed by and construed in accordance with all applicable laws in force in the State from time to time, and the parties submit to the non-exclusive jurisdiction of the state and federal courts located in Tarrant County in `the State.

15.6. Variations

We may vary this Agreement (including varying our Service charges and adding new types of charges) by providing you with no less than sixty (60) days’ prior written notice of such variations.

15.7. Assignment

Each party may assign or novate its respective obligations or rights under this Agreement to a third party without prior notice to the other party, in the case of either (i) a merger, combination, consolidation, reorganization or sale of all or substantially all of such party’s assets or business, or (ii) an assignment or transfer to an entity controlling, controlled by or under common control with the assignor party. Except for the aforesaid permitted assignment or transfer, neither party may assign, sub-licence, transfer, lease, rent, sell or share any of its obligations or rights under this Agreement.

15.8. Entire Agreement

This Agreement (including any addendum or amendment) is the entire agreement between you and us relating to the Service and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Service or any other subject matter covered by this Agreement.

15.9. Precedence

Unless expressed to the contrary, to the extent of any inconsistency between these terms and the terms of the Agreement in relation to the Service, the Agreement terms will prevail.