The Terms and Conditions of Use Agreement (“Agreement”) is entered on today’s date (the “Effective Date”), by and between Poseben Technologies LLP, doing business as Gamalogic, with its principal place of business at 1st floor, CC 54, 2593-5, BOSE NAGAR, KADAVANTHRA, Kochi, Ernakulam, Kerala, 682020, India (“Gamalogic” or “Provider”), and you (“Customer”). Each party is individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

IMPORTANT: POSEBEN TECHNOLOGIES LLP, IS ONLY WILLING TO LICENSE TO YOU THE RIGHT TO USE OF GAMALOGIC SERVICES UPON THE CONDITION THAT YOU, EITHER AS AN INDIVIDUAL OR A DULY AUTHORIZED REPRESENTATIVE FOR AN ENTITY (“YOU”/”YOUR”), ACCEPT ALL OF THE TERMS & CONDITIONS CONTAINED IN THIS AGREEMENT ( “AGREEMENT”). 

PLEASE READ THE TERMS & CONDITIONS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL TERMS & CONDITIONS CAREFULLY. IF YOU TICK THE BOX CONFIRMING YOU HAVE VEIWED AND ACCEPT THESE TERMS & CONDITIONS, YOU AGREE TO USE GAMALOGIC SERVICES UNDER THE TERMS & CONDITIONS OF THIS AGREEMENT. 

IF YOU DO NOT AGREE WITH ALL THE TERMS & CONDITIONS OF THIS AGREEMENT, YOU WILL BE UNABLE TO USE THE SERVICES. 

1. Definitions.

• “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control of Customer.

• “Agreement” means these terms and conditions of use.

• “Content” means the information, documents, spreadsheets, and products made available to Customer through the Gamalogic Service.

• “Customer Data” means any data, information, or material provided by Customer to the Gamalogic Service.

• “Gamalogic Service” means Provider’s online service accessed via the Site, including the Gamalogic API software, and the Content which Customer is being granted access to under this Agreement.

• “Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives thereof as well as other forms of protection of a similar nature.

• “Provider Technology” means all Provider proprietary technology made available to Customer in providing the Gamalogic Service.

• “Site” means www.gamalogic.com.

2. License Grant & Restrictions. 

Subject to Customer’s material compliance with this Agreement and payment of all fees and charges related to use of the Gamalogic Service, Provider hereby grants Customer a revocable, non-exclusive, and non-transferable, worldwide right to use the Gamalogic Service, solely for its own internal business purposes and use. The license granted hereunder permits Customer to upload Customer Data to the Gamalogic Service and download files provided to Customer via the Gamalogic Service containing Customer Data. Customer retains all rights in any use of files downloaded via the Gamalogic Service which contain Customer Data. Customer agrees not to: (i) license, sublicense, sell, resell, transfer, assign, distribute, provide access to, or otherwise make the Gamalogic Service available to any third party; (ii) modify or make derivative works based upon the Gamalogic Service; or (iii) decompile, disassemble, or reverse engineer the Gamalogic Service, or permit or assist any third party to do so.

Customer will not: (i) knowingly use the Gamalogic Service or Provider’s Proprietary Technology to send unsolicited email, including, without limitation, promotions, or advertisements for products or services; (ii) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the Gamalogic Service; (iii) knowingly upload, or otherwise send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, or programs to or from the Gamalogic Service; (iv) interfere with or disrupt the integrity or performance of the Gamalogic Service; (v) attempt to gain unauthorized access to the Gamalogic Service or its systems or networks; or (vi) use the Gamalogic Service in violation of applicable law.

3. Customer Responsibilities. 

Customer is responsible for all activity occurring under Customer’s account and will abide by all applicable laws, treaties and regulations in connection with its use of the Gamalogic Service. Customer accepts full responsibility for its use of the Gamalogic Service and any results obtained from such use, including but not limited to any actions taken with its Customer Data after use of the Gamalogic Service.

4. Customer Data. 

Provider does not own any Customer Data. Customer Data is Customer’s proprietary and confidential information (“Confidential Information” as further defined below) and will not be accessed, used or disclosed by Provider except for the limited purpose of supporting Customer’s use of the Gamalogic Service. Customer has sole responsibility for the accuracy, legality, reliability, and intellectual property ownership in the Customer Data. Notwithstanding the foregoing, Customer shall have and retain sole ownership of any and all Customer Data. Furthermore, Provider shall maintain all data in accordance with its Privacy Policy.

5. Use of Identifying Information. 

Customer consents to being identified by Provider as a customer on the Site and on any of Provider’s promotional material. Customer further consents to Provider’s use of its logo for such limited purposes.

6. Traffic Data Collected & Use of Cookie Consent 

Gamalogic may store information that Your computer provides to us in connection with Your use of the Site and/or Services, such as: 1) IP address; 2) domain servers; 3) type of computer or device accessing the Site; and 4) types of web browsers used to access the Site (collectively, “Traffic Data”). Traffic Data is anonymous information that does not personally identify You but is helpful for marketing purposes or for improving Your experience on the Site. Gamalogic may also store usage data such as the date and time the Site and Services are accessed, and what information and files have been downloaded. When You visit the Site or otherwise interact with the Services, Gamalogic may send one or more “cookies” to Your computer. Cookies are alphanumeric identifiers stored on Your computer through Your web browser and are used by most websites to personalize Your web experience. Some cookies may facilitate Site features for enhanced performance and functionality such as remembering preferences, analyzing usage for Site optimization, and providing custom content. Gamalogic may link the information it stores in cookies to any Personal Information You submit through the Site or Services.

7. Intellectual Property Ownership. 

Provider owns all right, title and interest, including all related Intellectual Property Rights, in and to the Provider Technology, Content and the Gamalogic Service. Provider expressly reserves all right, title, and interest in and to the Provider Technology, Content and the Gamalogic Service, including, without limitation, any derivatives, improvements, enhancements or extensions conceived, reduced to practice or otherwise developed by Provider, together with any Intellectual Property Rights, or federal or state rights, pertaining thereto. Provider also expressly reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, its right to license the Provider Technology, Content, and Gamalogic Service. This Agreement is not a sale and does not convey any rights of ownership in the Gamalogic Service. Customer’s rights hereunder are strictly limited as set forth herein. Customer acquires no right, title, or interest therein other than the right to use the Gamalogic Service in accordance with this Agreement.

8. Confidentiality. 

Customer acknowledges that the Provider Technology, Content and the Gamalogic Service contain valuable trade secrets and confidential information (“Confidential Information”) of Provider, including but not limited to, the architecture and functionality of such Provider Technology, Content and the Gamalogic Service; and the appearance, organization, design, content, and flow of the Gamalogic Service. Customer agrees not to share, disclose or transfer, and not to permit a third party to share, disclose or transfer any of Provider’s Confidential Information. The Parties will use reasonable diligence and in no event less than the degree of care which the Parties will use in respect to their Confidential Information to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual, corporation or entity. Such Confidential Information will exclude: (a) information that is already in the public domain; (b) information already known to the receiving party, as of the date of the disclosure, unless the receiving party agreed to keep such information in confidence at the time of its original receipt; (c) information hereafter obtained by the receiving party, from a source not otherwise under an obligation of confidentiality with the disclosing party; (d) information independently developed without any reference to Confidential Information; and (e) information that the receiving party is obligated to produce under order of a court of competent jurisdiction, provided that the receiving party promptly notifies the disclosing party of such an event so that the disclosing party may seek an appropriate protective order.

9. Privacy. 

Provider’s Privacy Policy is available at https://www.Gamalogic .com/privacy-policy.html. Provider may modify its Privacy Policy in its reasonable discretion from time to time, without any notice to Customer.

10. Charges and Payment of Fees. 

Customer is responsible for payment of all fees and charges in accordance with the pricing terms shown on www.Gamalogic.com/#pricing . Gamalogic may change the fees for the Gamalogic Service at any time and from time to time, effective immediately upon Customer’s receipt of notice of such fee change; provided, that, such fee changes will only be effective as to usage of the Gamalogic Service that occurs after the effective date of the relevant fee change. All sales/prepayments for credits made to Gamalogic are final and non-refundable. All credit/charge card payments are subject to authorization by the card issuer. If Customer’s payment is not authorized, Provider will cancel the order (and notify you that we have done so). With the exception of special offers, access to the Gamalogic Services will only be made available to Customer upon its purchase of credits. Users will not be able to transfer the credits from one account to another upon request.

11. Termination.  

A Party may immediately terminate this Agreement for any reason. Customer may terminate this Agreement or subscription at any time by discontinuing its use of the Gamalogic Service. Any breach of Customer’s payment obligations or unauthorized use of the Gamalogic Service will be deemed a material breach of this Agreement. Provider may terminate this Agreement, Customer’s account, or Customer’s use of the Gamalogic Service if in Provider’s sole discretion, Customer commits a material breach of this Agreement or otherwise fails to comply with this Agreement. In the event of such termination, Customer will not be entitled to any refund whatsoever.

12. Representations & Warranties.  

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Provider represents and warrants that: (a) it has the right and authority to make the Gamalogic Service available to Customer as authorized expressly by this Agreement; (b) it will provide the Gamalogic Service in a manner consistent with general industry standards; (c) it will use best efforts to detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or neutralize any such components; and (d) it will use leading commercial encryption technology designed to encrypt Customer Data in its possession.

13. Mutual Indemnification.  

Customer will indemnify, defend and hold Provider, and each such party’s affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with: (a) a claim by a third party alleging that Customer’s use of the Customer Data or Gamalogic Service, provided in any such case that Provider (i) promptly gives Customer written notice of the claim; (ii) gives Customer sole control of the defense and settlement of the claim; and (iii) provides Customer all available information and assistance. Provider will indemnify, defend and hold Customer and Customer affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with: (a) a claim by a third party alleging that the Gamalogic Service directly infringes an Intellectual Property Right of a third party; provided that Customer (i) promptly give written notice of the claim to Provider; (ii) give Provider sole control of the defense and settlement of the claim; and (iii) provides Provider all available information and assistance.

14. Disclaimer.  

THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT ARE PROVIDER’S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. PROVIDER DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND. EXCEPT AS PROVIDED HEREIN, THE GAMALOGIC SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES AS TO TITLE OR INFRINGEMENT OR THIRD PARTY RIGHTS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE GAMALOGIC SERVICE. PROVIDER DOES NOT WARRANT THAT ACCESS TO OR USE OF THE GAMALOGIC SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PROVIDER EXPRESSLY DISCLAIMS ANY INDEMNIFICATION FOR ANY CLAIMS OR ACTIONS BROUGHT AGAINST CUSTOMER BASED ON, OR AS A RESULT OF, OR IN CONNECTION WITH ANY INACURRACY, OMISSION, DEFECT OR MISTAKE IN THE GAMALOGIC SERVICE, OR CUSTOMER’S USE THEREOF.

15. Limitation of Liability.  

EXCEPT FOR CLAIMS ARISING UNDER A PARTY’S OBLIGATIONS OF CONFIDENTIALITY OR INDEMNIFICATION UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY WILL EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO PROVIDER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM CUSTOMER’S USE OF THE GAMALOGIC SERVICE.

16. Notice.  

Provider may give notice to Customer by means of an electronic mail to Customer’s e-mail address on record with Provider.

17. Modifications. 

Provider reserves the right to alter or revise the terms of this Agreement by giving Customer thirty (30) days’ notice of the changes to be made.  Customer’s continued use of the Gamalogic Service following after changes become effective mean that You have accepted the revised terms. If Customer does not agree to accept the changes, Customer’s sole remedy shall be to discontinue its use of the Software.

18. Force Majeure. 

Notwithstanding anything herein to the contrary, the Parties shall not be liable for any delays or failure in performance caused by circumstances beyond the reasonable control of the non-performing party, such as wars or insurrections, acts of government, strikes, fires, floods, earthquakes, work stoppages, and/or embargoes.

19. Relationship of Parties. 

No joint venture, partnership, employment, or agency relationship exists between Customer and Provider as a result of this Agreement.

20. Assignment. 

This Agreement may not be assigned by either party without the prior written consent of the other party, which will not be unreasonably withheld, but may be assigned without the other party’s consent to (i) a parent or subsidiary; (ii) an acquirer of assets or equity; or (iii) a successor by merger. Any purported assignment in violation of this section will be void.

21. Severability. 

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision will be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

22. Waiver. 

The failure of Provider to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Provider in writing.

23. Amendment. 

No amendment or modification of any provision of this Agreement shall be effective unless subsequently agreed to in writing and executed by the Parties. To the extent that a separate agreement has been previously negotiated and signed by the Parties, in the event of any conflict of terms between this Agreement and the previously signed agreement, the terms of the latter agreement shall prevail.

24. Entire Agreement. 

With the exception of a separate, previously signed agreement between the Parties, this Agreement comprises the entire agreement between Customer and Provider and supersedes all prior or contemporaneous negotiations, discussions or agreement, whether written or oral, between the parties regarding the subject matter contained herein.

BY CLICKING THE “I agree with the terms and conditions” CHECKBOX, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF USE AGREEMENT ABOVE.  IF YOU REJECT THE PROPOSED TERMS ABOVE, YOU WILL BE DENIED ACCESS TO THE GAMALOGIC SERVICE.