Terms and Conditions

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GENERAL TERMS & CONDITIONS

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1. INTRODUCTION

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1.1 These Terms and Conditions (“Terms” or “Agreement”) pertains to the Gameball’s Services which governs the use of Gameball’s Services by the Customer, between Gameball (“Gameball”, We, or us) and the subscribed Customer or Customer whether an individual or a legally formed entity (the “Customer” or “you” refers to party subscriber to the Services provided by Gameball). Gameball and Customer are collective referred to as “Parties” If you are entering into this Agreement on behalf of a Gameball or other legal entity you hereby represent that you have the authority to bind such entity to the terms and conditions of this Agreement, and Customer shall mean such entity. If you do not have such authority or you or such entity do not agree to the Terms and Conditions set out in this Agreement, you must not accept this Agreement and neither you nor such entity may use the services.

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2.2 These Terms constitute a legal agreement between You and Gameball which are made available at our website https://www.gameball.co/ (“Website”), (Website definition shall include for the purpose of this Agreement, any of the mobile applications that are related and relevant to Gameball and/or any software solution of Gameball). If you use the Service, you represent that you have the capacity to be bound by these Terms. You agree that you are not using the Service for any illegal purpose. And by using the Gameball Services, you agree to be bound by these Terms, and any and all conditions established by Gameball in connection with the Service. If you do not agree to the Terms in their entirety, you are not authorized to subscribe to any of the Gameball Services or use the Gameball solutions or products in any manner. You agree that we may send you communications regarding the Services, consistent with our Privacy Policy. We reserve the right to make changes to the Terms at any time. Your continued usage of the Gameball Services after any such modification and notification thereof shall constitute your consent to such modification.

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3.3 PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, BY USING THIS WEBSITE, CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SUBSCRIPTION AGREEMENT TO ANY OF THE GAMEBALL SERVICES OR AN ORDER THAT REFERENCES THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

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‍ 2. SCOPE OF APPLICATION

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1. The following General Terms and Conditions apply to all contracts and services rendered between and/or by Gameball and its Customers with regard to the use of Gameball’s products and Gameball’s services (hereinafter collectively ‘Gameball Services’). These General Terms and Conditions constitute a material part of each agreement unless expressly agreed otherwise in writing.

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2. These General Terms and Conditions apply to any future business transaction between Gameball and the Customer, even without express reference thereto.

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3. 1.3 Differing regulations in services agreements, price lists, special contract conditions for Gameball Services shall have priority to these General Terms and Conditions.

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1. When using the Gameball Services the Customer unconditionally agrees and accepts these General Terms and Conditions. Any deviating terms and conditions of the Customer as well as any deviations and/or amendments to these General Terms and Conditions shall become part of the agreement weather they have been expressly acknowledged by Gameball in writing (email is sufficient) or not. These General Terms and Conditions shall also apply exclusively if Gameball has not explicitly objected any contrary terms and conditions.

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3. ELIGIBILITY

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1. Minimum Age. The Services and Website are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Website are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Website.

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2. Registration. In order to use the Services, you must establish a Services account (“Account”) by registering with Gameball. You may be required to submit a valid means of payment for which you are authorized to purchase Services. You will provide true, accurate, current, and complete information when registering for an Account and will update the information as necessary to keep your Account and payment information current. As part of the registration process, you will provide Gameball with a username and password for your Account (together “Account Credentials”) and sign a template agreement. Gameball reserves the right to refuse registration of, or cancel, accounts that violate these Terms or Gameball’s pol

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4. ASSIGNMENT

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Our website is scanned on a regular basis for security holes and known vulnerabilities to make your visit to our site as safe as possible. Your data is encrypted and pseudonymized once it’s added to our server, and only those who require access to your information for the provision of services to you through GAMEBALL will be granted access to it and are further required to keep the information they are exposed to confidential. Furthermore, all sensitive/credit information you supply is encrypted via Secure Socket Layer (SSL) technology.

Rest assured; we implement a variety of security measures when a user places an order to maintain the safety of your personal information. However, for your convenience, we may store your credit card information kept for more than sixty (60) days to expedite future orders, and to automate the billing process. You may request that we move this information at any time by getting in touch with the contact email below.

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5. DATA PROTECTION

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5.1. The Customer owns the rights to its data as a data controller, and the Company acts as a data processor on the Customer's behalf.

5.2. As between Company and Customer, Company will process Personal Data under the Agreement only as a Processor acting on behalf of the Customer. Customer may act either as a Controller or as a Processor with respect to Personal Data.

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5.3. Customer will, in its use of the service, comply with its obligations under the EU General Data Protection Law, and any other relevant data protection regulation or law, in respect of its processing of Personal Data and any processing instructions it issues to Company.

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5.4.Customer represents that it has all rights and authorizations necessary from the Data Subjects for Company to process Personal Data pursuant to the Agreement.

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5.5. Upon notice in writing, Company may terminate the Agreement if the Customer declines to comply with Data Protection Laws.

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5.6. Company will comply with its processor obligations under Data Protection Law and will process Personal Data in accordance with Customer’s instructions.

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5.7. Customer agrees that the Agreement is its complete and final instructions to Company in relation to the processing of Personal Data.

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5.8. Processing any Personal Data outside the scope of the Agreement will require a prior written agreement between Company and Customer by way of a written amendment to the Agreement and will include any additional fees that may be payable by Customer to Company for carrying out such instructions.

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5.9.The subject matter of the processing under the Agreement is the Personal Data.

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5.10. Company and/or its Sub-processors are providing Services or fulfilling contractual obligations to Customer as described in the Agreement. These Services may include the processing of Personal Data by Company and/or its Sub-processors on systems which may contain Personal Data.

5.11. The data subjects of Customer may include Customer’s end-users, employees, contractors, suppliers, and other third parties.

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5.12. Company sometimes engages Sub-processors to provide certain services on its behalf. Customer consents to Company engaging Sub-processors to process Personal Data under the Agreement. Company will be responsible for any acts, errors, or omissions of its Sub-processors that cause Company to breach any of Company’ obligations under this Agreement.

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5.13. Company will enter into an agreement with each Sub- processor that obligates the Sub-processor to protect the Personal Data in a manner substantially similar to the standards set forth in the Agreement (to the extent applicable to the services provided by the Sub- processor).

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5.14. Company will implement and maintain appropriate technical and organizational security measures to protect against Personal Data Breaches and to preserve the security and confidentiality of Personal Data processed by Company on behalf of Customer in the provision of the Services (“Security Measures”). The Security Measures are subject to technical progress and development. Company may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

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5.15. Customer is responsible for using and configuring the Services in a manner which enables Customer to comply with Data Protection Laws, including implementing appropriate technical and organizational measures. Customer undertakes that it has not solicited the Personal Data of minors, under the age of thirteen (13), and indemnifies Company from any claims arising out of such solicitation.

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5.16. Company restricts its personnel from processing Personal Data without authorization (unless required to do so by applicable law) and will ensure that any person authorized by Company to process Personal Data is subject to an obligation of confidentiality.

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5.17. Upon becoming aware of a Personal Data Breach, Company will notify Customer without undue delay and will provide information relating to the Personal Data Breach as reasonably requested by Customer. Company will use reasonable endeavors to assist Customer in mitigating, where possible, the adverse effects of any Personal Data Breach.

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5.18. Company audits its compliance against data protection and information security standards on a regular basis. Such audits are conducted by Company’ internal audit team or by third party auditors engaged by Company. The specific audits, and the data protection and information security certifications Company has achieved, will necessarily vary depending upon the nature of the Services in question.

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5.19.Through your use of the Services, the Customer consents and acknowledges that Company may also collect and retain data for the purpose of research and/or optimization of the Services and that all such data shall be appropriately pseudonymized. The Company has commercially reasonable security measures and policies in place to protect all Personal Information and other data collected by it or on its behalf from and against unauthorized access, use and/or disclosure. The Company is and has been in compliance in all material respects with all laws relating to data loss, theft and breach of security notification obligations.

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6. THE SERVICES

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1. The Customer further undertakes to take all measures necessary to ensure the successful delivery of the Gameball platform software. The Customer agrees to comply with and acknowledges all local regulatory requirements and regulations. Gameball shall use reasonable efforts under the circumstances to maintain its overall Software quality. The Customer shall be responsible for the Successful integration and usage of the Gameball system, (loyalty program scheme).
2. The quality of Service provided hereunder shall be consistent with industry standards, government regulations and sound business practices. Gameball does not provide any additional guarantees regarding the service offered here, whether they are stated directly or implied.

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7. OFFER AND CONCLUSION OF A CONTRACT

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1. Offers by Gameball are conditional and non-binding to Gameball and subject to change as long as they are not explicitly referred to as unconditional and/or binding.
2. By ordering Gameball Services the Customer is making a binding contract offer. The Customer is bound to the offer for a period mentioned in the quotation in case of customized quotation is shared by Gameball’s sales team. Gameball shall not be obliged to accept such offer by the Customer and is entitled to reject such offer without stating reasons.
3. The contract between Gameball and the Customer is either concluded upon signature of an individual Customer's Order Form ('Order Form' or 'Master Services Agreement') by Gameball and the Customer, or online via Gameball's online portal by filling the sign-up page within the web application, or by delivering or performing Gameball’s Services by Gameball towards the Customer.

6.3.1 Order Form or Master Services Agreement

In order to conclude a contract by means of an Order Form, the Customer must send the signed Order Form or Master Services Agreement to Gameball by hand delivery, email, or other means for acceptance by Gameball. Gameball shall not be obliged to accept such offer by the Customer and is entitled to reject such offer without stating reasons. Gameball accepts the Order Form by signing it via email or other means. Rejection can be sent via email or other means, sending of a new Order Form is considered rejection of the preceding one.

6.3.2 Web Application

In order to conclude an Agreement with Gameball via Gameball's online portal ('Gameball Self Service Portal'), the Customer must register itself online with Gameball. The registration needs to be confirmed by Gameball by sending a confirmation email or a direct contact by phone, each by using the respective contact details (email address / phone number) that was provided by the Customer. A right to claim registration does not exist; Gameball expressly reserves the right to reject a registration without stating reasons. The Customer's Gameball user account will be activated by the user by clicking on the activation link. The user account is non-transferable. The Customer must keep the password secret and protect it against any wrongful use by unauthorized third parties.

7.4 The Customer may place orders for Gameball's products and services through their user account. Gameball provides various subscription plans for its Gameball Services, including additional features referred to as 'add-ons,' which are supplementary services offered alongside the Customer's base subscription plan. Specific information regarding available subscriptions can be accessed within the Customer's account or referenced in the Order.

6.4.1 Subscriptions

Unless otherwise provided in the applicable Order or order form, Gameball Services are purchased as subscriptions. Subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and any added subscriptions will terminate on the same date as the underlying subscriptions. To order a subscription, the Customer must click on the button 'Subscribe' (or any similar or synonymous expression) or sign the provided Order in order to make a binding offer to order the Gameball Services. Gameball will confirm the receipt of such order via email. However, such confirmation does not constitute an acceptance of the offer. The contract between the Customer and Gameball will be concluded by Gameball's acceptance of the Customer's offer in writing, via email or by making the Gameball Services available. Gameball is not obliged to accept the Customer's offer.

6.4.2 Usage Limits

Gameball Services are subject to the subscription plan for usage limits, including, for example, the quantities specified in Order or order form or the Master Service Agreement, unless otherwise specified or agreed. Gameball Service may not be active for more than the respective usage limit. If the Customer exceeds a contractual usage limit, Gameball will charge additional quantities accordingly.

6.4.3 Free Trial

Gameball might offer a free trial period to new Customers. In case of a free trial and lack of a separate Agreement or Order, these Terms and Conditions take into effect from the moment the Customer is granted access to Gameball Services. The free trial period is available only once to any one Customer. Length of the free trial will be communicated by Gameball. The detailed terms for such free trial are available in the Customer's account. If the new Customer does not order Gameball Services within the communicated trial period against payment, he will not be entitled to continue the use of the Gameball Services after the expiration of the free trial period.

7.5 The Customer is aware that contractual declarations (e.g., confirmation emails, amendments to the General Terms and Conditions as well as other notifications) may be sent via email. They are deemed to have been received when they can be retrieved in the email inbox which was specified by the user during the registration under normal circumstances.

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8. AVAILABILITY, CHANGE OF SERVICES

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1. Unless expressly specified, Gameball offers its services on the basis of what is currently technically, economically and operationally possible and/or reasonable.
   
   
2. In case of agreements with upfront payment agreed, the full account will be available after transferring the upfront payments.

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3. The Customer accepts that uninterrupted availability of the Gameball Services is technically not possible and cannot be reasonably guaranteed. The Gameball Services shall be available at least 99,9% of the annual mean. Hereof excluded are times during which Gameball Services may be interrupted or disrupted by circumstances beyond Gameball's area of responsibility, including but not limited to acts of third parties that do not act on Gameball's behalf, technical conditions of the internet that Gameball cannot influence or force majeure of for maintenance services. If such circumstances interfere with the availability or functionality of the services provided by Gameball, this has no effect on the contractual conformity of the services provided by Gameball.

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4. Gameball shall notify the Customer about planned downtimes or restrictions on the availability of the Gameball Services within a reasonable period of time. No claims whatsoever against Gameball can be derived therefrom.

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5. In case of unforeseen events, Gameball is entitled to suspend the Gameball Services for maintenance or repair purposes if this is necessary to ensure the proper operation of the Gameball Services.
6. Under consideration of the entitled interest of the Customer, Gameball reserves the right to change or to alter, limit or discontinue Gameball Services in particular if this is reasonably necessary to prevent abuse of Gameball Services or to comply with legal requirements. Gameball is entitled at any time without obligation to notify the Customer to improve, adjust, extend and/or to adapt the Gameball Services to the technical progress provided that the identity of the Gameball’s Services is being maintained.

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9. CUSTOMERS’ RIGHTS AND OBLIGATIONS

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1. The Customer is entitled to use the Gameball Services and the software provided by Gameball only to the extent described hereafter.
2. The Customer agrees to keep the passwords and login data provided by Gameball for access to the Gameball Services confidential and to inform Gameball immediately as soon as the Customer becomes aware of unauthorized third parties gaining access to these passwords. If, due to the Customer's fault, unauthorized third parties use any services provided by Gameball by using the passwords, the Customer is liable to Gameball for usage fees and damages.
3. The Customer shall not make the software provided by Gameball available to any third parties. In addition, the Customer shall not modify, translate, reverse engineer, decompile, disassemble or otherwise create derivative works from the Gameball software or documentation.
4. The Customer is obliged to use the HTML (Hypertext Markup Language), JavaScript or other program code provided by Gameball without any modifications for its intended use.
5. If Gameball has protected its Gameball Services by technical means (e.g. security codes, firewalls, etc.), the Customer is not allowed to circumvent or remove such security measures.
6. The Customer is obliged to protect its own data by taking appropriate measures and by regularly making backups of its data.
7. The Customer must follow Gameball's instructions as well as the protocols and specifications as requested by Gameball with regard to the telecommunication/data transmission.
8. Upon receipt of the Gameball Services, the Customer is obliged to immediately notify Gameball of any obvious defects in writing whereas timely dispatch shall suffice to keep the term. The Customer will provide Gameball with all documents necessary for the analysis and debugging attempts and will provide Gameball with access to the Customer's servers, if necessary.
9. The Customer confirms, represents and warrants that all personal as well as other relevant contractual information provided by the Customer during the conclusion of the contract is true, complete and correct. The Customer is responsible for any disadvantages or damages incurring as a result of providing false, incorrect, incomplete or outdated information. The Customer is obliged to promptly inform Gameball about any changes to this data and/or to update altered data in its user account. In the event of a culpable breach of this obligation, Gameball is entitled to suspend the Gameball Services without giving prior notice.

10.FEES, PAYMENT

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1. The fees for the Gameball Services that the Customer makes use of are set out in the applicable Order Form and/or Gameball's current valid price lists. If Customer is legally entitled to an exemption from any sales, use, or similar transaction tax, Customer is responsible for providing Gameball with legally sufficient tax exemption certificates for each taxing jurisdiction. Gameball shall apply the tax exemption certificates to charges under Customer's account occurring after the date Gameball receive the tax exemption certificates. If any deduction or withholding is required by law, Customer shall notify Gameball and shall pay Gameball any additional amounts necessary to ensure that the net amount that Gameball receives, after any deduction and withholding, equals the amount Gameball would have received if no deduction or withholding had been required. Additionally, Customer shall provide Gameball with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. Gameball will invoice the Customer in advance and otherwise in accordance with the relevant Order. If the Customer places an order via its Customer’s account in the Gameball Self Service Portal, Gameball accepts the payment methods as shown in the Customer account (e.g., payment by credit cards). When paying by credit card, the credit card on file will be charged with the amount as indicated in the agreed order.
2. Invoices will be sent to the Customer via mail or in electronic form, unless expressly agreed otherwise. If the payment amount is 1000 USD or less, the invoices shall be due within 15 days of the invoice date, and if the payment amount is more than 1000 USD, the invoices shall be due within 30 days of the invoice date unless stated differently in the applicable order form or contract. Gameball reserves the right to prove and assert greater damages due to default. If the Customer's payments are considerably delayed, Gameball reserves the right to suspend the provision of any further services, in particular the Customer's access to the Gameball Services, at the expense of the Customer until all due payments have been made. In the event of suspended services, the Customer is nevertheless obliged to pay the agreed fees. After having set the Customer a reasonable deadline and expiration of that deadline, Gameball has the right to terminate the agreement with immediate effect. In case of returned direct debits or unpaid checks or fees, the Customer shall reimburse Gameball for the costs incurred to the extent that the Customer was responsible for the event given rise to these costs. Further claims and rights to which Gameball may be entitled in this respect shall remain unaffected. Even if the Customer does not use the provided Gameball Services, the Customer is still obliged to pay the agreed fees.
3. As long as Gameball carries out its Gameball Services in course of a continuing obligation, Gameball is entitled to change its fees at any time with a two (2) weeks’ notice to the beginning of each calendar month unilaterally via written statement (email is sufficient) to the Customer. If such changes exceed 10% of the invoice value of the Gameball Services provided within the current contract period, the Customer has the right to terminate the contract within four (4) weeks from the date of the fee increase. In case the Customer terminates the Agreement, Gameball is entitled to decide by its own discretion whether the proposed increase should be revoked. If the Customer does not terminate the contract in due timely manner, the higher fees are agreed to be applicable.
4. If the payment method is added, and Gameball is charging the customer through online payment while the card is invalid, Gameball may notify the customer through email to inform the customer of the payment failure. If the customer fails to submit the payment after receiving such notification, Gameball can suspend the customer’s account and the customer receives a suspension email.

Any complaints relating to an invoice must be submitted to Gameball in writing or by email to the customer success team or via an email to support@gameball.co within four (4) weeks upon receipt ofthe respective invoice. If no such complaint has been made within four (4) weeks upon receipt of invoice, the invoice is deemed to be accepted. Gameball will inform the Customer of the invoice about the consequences of failing to submit a timely complaint.

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11.GRANT OF RIGHTS, OWNERSHIP THIRD PARTY’S RIGHTS

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1. Upon conclusion of the agreement, Gameball grants the Customer the simple and non-exclusive, non-transferable and non-sub licensable right to use Gameball Services during the term of the agreement, insofar as this is necessary to use the Gameball Services according to the respective Order or the respective order placed via the Self-Service portal. The right of use shall expire with the termination of the contract for whatsoever reason.
2. Gameball shall retain all intellectual property rights as well as any other property rights in and to the Gameball software, the Gameball Services as well as other services that are provided under this contract, including source codes, databases, hardware and/or any other material (e.g., documentations, developments, functions, report templates, preparatory material, etc.).
3. The Customer undertakes to not violate any applicable laws, in particular third-party rights (e.g., copyrights, personality rights, intellectual property rights) or the terms of this agreement while using Gameball Services. Insofar, the Customer shall indemnify and hold Gameball harmless from any and all third-party claims (including but not limited to all costs and expenses, incl. attorney's fees) that are being asserted against Gameball upon first request.
4. Unless otherwise agreed between the parties, Gameball is entitled to refer to the collaboration with the Customer and the contractual product and to depict the Customer's logo for self-promotional purposes.

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12. CONFIDENTIALITY

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1. Gameball acknowledges that any documents, the contents thereof, or other proprietary or confidential materials expressly designated as confidential that are provided to Gameball by Customer during the term are valuable assets of Customer. Gameball will take reasonable steps to ensure that the Customer Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Gameball 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 Gameball and that the Software, together with the terms of this Agreement, shall be referred to as the “Gameball Confidential Information.” Customer will take reasonable steps to ensure that the Gameball 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 Gameball Confidential Information, except as provided in this Agreement. Customer may permit its independent contractors access to the Gameball 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 Gameball which prohibits the contractor from using or disclosing the Gameball Confidential Information; provided, however, that such independent contractors may not include any Competitor.

13. LIABILITY

1. Gameball shall not be liable to compensate the other Party for any direct or indirect loss or damage due to any reason other than of Gameball or for reasons of occurring by actions of the Customer.
2. Gameball shall not be liable for direct, indirect, personal, and foreseeable damage or loss suffered by the other Party (including damage or loss caused by the employee(s) and/or the contractor(s), and shall not include indirect, consequential, special or punitive damages including but not limited to loss of profits or income, additional expenses loss of Service Providers, loss of or damage to data or loss of contracts, loss of time or loss of business.
3. The entire aggregate liability of Gameball arising from or relating to the Agreement or the subject matter hereof, under any legal theory, whether in contract, tort, indemnity or otherwise, shall be limited to the amount paid by the Customer in the twelve months preceding the alleged action giving way to liability. Nothing in this Agreement shall operate to limit or exclude any liability for fraud, negligence, bodily injury or for any other liability that cannot be excluded or limited by law.

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14.TERM, TERMINATION

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1. The term of the agreement is determined in the Orders or the order form in the Gameball Self Service Portal. Each party has the right to terminate the agreement at any time by giving 30 days' notice to the end of the agreed term. The agreement will be automatically renewed for the same term as agreed unless terminated or ended otherwise. The termination must be made in writing and be submitted via mail, e-mail or fax.
2. The right to immediate termination for cause shall remain unaffected. The agreement shall be immediately terminated if:

• the Customer breaches its obligations mentioned in these General Terms and Conditions,
• the Customer is in default of payment and does not settle the outstanding payment due upon receipt of a warning letter with a deadline for payment and expiration of that deadline to no avail,
• the Customer publishes racist, pornographic, immoral or illegal content on its website and/or content which glorifies or trivializes violence,
• the Customer is insolvent, subject to insolvency proceedings, insolvency proceedings have been commenced or the commencement of insolvency proceedings is dismissed due to lack of assets,
• the Customer violates the provisions of these General Terms and Conditions and fails to remedy this violation upon receipt of a written request with an adequate deadline. No such request is necessary if it has no prospect of success or if the violation is so serious that Gameball cannot be reasonably expected to adhere to the agreement. A violation is also be deemed serious if the Customer has received notices of warnings several times because of similar violations.

3. Upon termination of the agreement, the Customer is obliged to delete all copies of the codes that were provided by Gameball.
4. If any clauses in this Terms and Conditions are violated, Gameball can immediately temporarily suspend, or terminate this Agreement, at its sole discretion, without prejudice to any damages, invoices or monetary amounts that Gameball may be entitled to claim.

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15. DATA PROTECTION, LOGO USE AND PUBLICITY

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1. The Customer is obliged to comply with the applicable data protection law when using the Gameball Services.
2. The Customer is obliged to ensure that its websites and apps clearly provide appropriate and sufficiently prominent notice to users regarding the collection and use of tracking data by Gameball. The Customer will also ensure that the websites and apps provide facilities for users to opt out of tracking. If a user opts out, the tracking mechanisms provided by Gameball must be fully disabled. At a minimum, a privacy policy should be available on the website or from inside the app complying with these requirements.
3. The Customer hereby grants Gameball a non-exclusive license solely during the term of the Order Form to list Customer's name and display the Customer's logo in the Customer section of Gameball's website and to use the Customer's name and logo in Gameball's Customer lists but only to the extent that other Customers of Gameball are also listed on such list.

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16. MISELLINIOUS

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1. The express terms of this agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
2. Gameball reserves the right to, if needed, assign or transfer any or all of its rights and obligations mentioned in this agreement to another entity, without requiring explicit consent from the Customer.
3. Neither of the parties shall be liable for any delay or deficiency in the performance of its obligations if this delay is imputable to force majeure. Force Majeure shall include acts of God, flood, earthquake, storm, thunderstorm, frost, explosion, lighting, fire, epidemic, war, outbreak of hostilities (whether or not war is declared), riot, strikes or other labor unrest, civil or military disturbance, embargo, social conflicts, sabotage, fiber or cable cut, expropriation by governmental authorities, interruptions by the operator, regulatory or judicial authorities, interruption or break-down of electricity supply or other acts of events that are outside the reasonable control of the concerned Party. In the event of a force majeure, the Party affected shall notify the other Party of the duration of its inability to perform its obligation hereunder. If the Agreement cannot be performed for a continuous period of sixty (60) days, the other Party shall be entitled to immediately terminate this Agreement without the right remedy.
4. In case of pre-paid payment terms, Gameball shall automatically deduct the cost of service rendered to the Customer in accordance to the prices provided to the Customer.
5. The Master Service Agreement may be terminated with immediate effect by either Party if the other Party is in material breach of this Agreement, provided that the non-defaulting Party has given written notice of the relevant breach to the breaching Party and the breaching Party has failed to remedy the breach within thirty (30) days of receipt of such notice; or if the other Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if any of the other party’s assets are the subject of any form of seizure, or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory or if a receiver or administrator is appointed over its assets (or the equivalent of any such event in the jurisdiction of such other party.
6. The online subscription plan may be terminated with immediate effect by Gameball if the other Party is in material breach of this Agreement.
7. Gameball may terminate this Agreement or stop providing the subscription if the Customer commits a serious breach of the Agreement. Gameball will give the Customer reasonable notice of termination or suspension, unless it is not reasonably practicable to do so. Serious defaults include non-payment of amounts due within 15 days in case the payment amount is 1000 USD or less, or 30 days in case the payment amount is more than 1000 USD, from the due date in case of the online services plans for payment of the invoice without prejudice to the Master Service Agreement signing Customers, fraudulent or abusive use of the Service or absence of measures reasonably required to prevent such use; and breach of any confidentiality conditions.
8. Upon expiry or termination of this agreement, all sums due to Gameball, up to the date of termination, shall become immediately due and payable to Gameball.
9. The Parties shall co-operate to prevent and eliminate any kind of fraud, abuse, misuse or damage of data that involves the Parties’ respective Network or Service.  The Parties will inform each other on the occurrence of such event in due course, exchange all necessary and relevant data, including but not limited to; the Customer’s information and will jointly discuss and work out measures either to prevent or eliminate such fraud, abuse, misuse or damage. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing. Unless otherwise specified herein, such communications shall be: (i) personally served; (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid; (iii) delivered by a reputable air courier service with charges prepaid; or (iv) transmitted by hand delivery or email. The communications shall be addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Communications may also be made by email from an authorized contact with an official email through the Customer's domain.
10. The Customer undertakes that it will not use any services for any illegal, immoral or improper purpose or in any manner which contravenes applicable laws and codes, regulatory requirements of the appropriate jurisdiction or Software requirements as they exist and as they change over time and undertakes not to allow any third party to do so.
11. Unless explicitly stated otherwise in this Agreement, the failure of any Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy, and the waiver of any violation or breach of the Agreement by a Party shall not constitute a waiver of any prior or subsequent violation or breach.
12. Neither the performance by the Parties of their duties and obligations under this Agreement nor anything herein shall create or imply an agency relationship between the Parties, nor shall this Agreement be deemed to constitute a joint venture between the Parties.
13. If any provision of this Agreement is determined by a court or other competent authority to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement.

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