PLEASE READ CAREFULLY BEFORE ACCESSING OUR SOFTWARE:

This license agreement (“Licence”) is a legal agreement between you or any entity or organisation you represent (“Licensee” or “you”) and GAMIPHY INC of 1629 K Street NW, Suite 300 Washington, DC 20006 (“Licensor”, “us” or “we”) for:

  1. Gamiphy Loyalty and Games computer software, the data supplied with the software, and the associated media (“Software”); and
  1. online and electronic documents (“Documents”), if any.

We license use of the Software and Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.

OPERATING SYSTEM REQUIREMENTS: stable internet connection.

IMPORTANT NOTICE TO ALL USERS. BY ACCESSING AND USING THIS SOFTWARE YOU: 

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU MAY NOT ACCESS THIS SOFTWARE OR DOCUMENTS.

You should print a copy of this Licence for future reference.

  1. GRANT AND SCOPE OF LICENSE  
  1.   In consideration for accessing the Software or payment by you of the license fee or, as applicable, and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software and the Documents on the terms of this Licence.
  1. You may:
  1. install and use the Software for your internal business purposes only:
  1. on one central processing unit (CPU) if the Licence is a single-user license or the Software is for single use; or
  1. if the Licence is a multi-user or network license, permit users to use the Software, provided all users are registered users of your site or domain;
  1. receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time. We will inform you of available updates and you may be required to install such update to enable your continued access to the Software; and
  1. use Documents, if any and as made available from time to time, in support of the use permitted under Condition 1.2.
  1. RESTRICTIONS  
  1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
  1. not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
  1. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;
  1. not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; 
  1. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988 or provisions having the same or similar affect in any other jurisdiction) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
  1. is used only for the purpose of achieving inter-operability of the Software with another software program; 
  1. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
  1. is not used to create any software which is substantially similar to the Software;
  1. to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
  1. to supervise and control use of the Software and ensure that the Software is used by your employees, agents and representatives in accordance with the terms of this Licence;
  1. to include our copyright notice on all entire and partial copies you make of the Software on any medium;
  1. not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and
  1. to comply with all applicable technology control or export laws and regulations.
  1. You are responsible for any content you share, host provide or otherwise make available using the Software.
  1. INTELLECTUAL PROPERTY RIGHTS  
  1. You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.
  1. You acknowledge that you have no right to have access to the Software in source code form.
  1. If you provide feedback or suggestions relating to the Software, you hereby grant to us a worldwide, irrevocable, perpetual, royalty-free, non-exclusive, sublicensable and transferable right to use, copy adapt or otherwise implement or act upon such feedback or suggestion, and you waive all moral right to such feedback or suggestions. 
  1. You will fully indemnify us for any content or material posted by you using the Software, and warrant that you have all rights, permission and consents to post or share such material. You shall fully indemnify us for any third party claim that content or material posted by you infringes that party’s intellectual property rights. 
  1. LIMITED WARRANTY  
  1. We warrant that:
  1. the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and
  1. that the Documents correctly describe the operation of the Software in all material respects,
  1. The warranty does not apply:
  1. if the defect or fault in the Software results from you having altered or modified the Software; and
  1. if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
  1. Aside from the warranties in this Condition 4, the Software is provided on an as is basis without any warranty for fitness for a particular purpose or any other warranty of any nature. 
  1. LIMITATION OF LIABILITY  
  1. You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
  1. We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
  1. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
  1. loss of profits, sales, business, or revenue;
  1. business interruption;
  1. loss of anticipated savings;
  1. loss or corruption of data or information;
  1. loss of business opportunity, goodwill or reputation;

where any of the losses set out in Condition 5.3.1 to Condition 5.3.5 are direct or indirect; or

  1. any special, indirect or consequential loss, damage, charges or expenses.
  1. Other than the losses set out in Condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to twenty percent (20%) of the Licence Fee, if any. If no Licence Fee is paid, our liability to you shall be limited to one hundred US dollars ($100) except where the law does not allow for a limitation of liability. This maximum cap does not apply to Condition 5.5.
  1. Nothing in this Licence shall limit or exclude our liability for:
  1. death or personal injury resulting from our negligence;
  1. fraud or fraudulent misrepresentation; or
  1. any other liability that cannot be excluded or limited by English law.
  1. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
  1. TERMINATION  
  1. We may terminate this Licence immediately by written notice to you for convenience on giving you not less than five (5) calendar days’ written notice.
  1. On termination for any reason:
  1. all rights granted to you under this Licence shall cease;
  1. you must immediately cease all activities authorised by this Licence; and
  1. you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so on request.
  1. COMMUNICATIONS BETWEEN US
  1. We may update the terms of this Licence at any time on notice to you in accordance with this Condition 7. Your continued use of the Software and Documents following the deemed receipt and service of the notice under Condition 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.
  1. If we have to contact you, we will do so by email to the address you provided in accordance with your order for or registration of the Software.
  1. Note that any notice:
  1. given by us to you will be deemed received and properly served twenty-four (24) hours after it is first posted on our website or twenty-four (24) hours after an email is sent; and
  1. given by you to us will be deemed received and properly served twenty-four (24) hours after an email is sent.
  1. In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of twenty-four (24) hours after the first posting of the notice, and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
  1. EVENTS OUTSIDE OUR CONTROL 
  1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 8.2.
  1. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
  1. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
  1. our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
  1. we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
  1. HOW WE MAY USE YOUR INFORMATION
  1.  Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in https://gamiphy.co/gamiphy-privacy-policy/ and it is important that you read that information.
  2.  You grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to anonymise and aggregate metrics and data related to any of the data or metrics you share with us relating to the access, use and commercial activity generated by an end customers’ engagement with our Software or on your website that integrates the Software (“Anonymised Aggregated Data“), provided that the Anonymized Aggregated Data cannot be used to identify Merchant or Merchant’s Users, customers, personnel or any other identifiable individual.
  3.  You agree that we: (i) have full ownership over Anonymised Aggregated Data; (ii) has full license to create derivative works and extract information from Anonymised Aggregated Data; (iii) may use Anonymised Aggregated Data to deliver, modify, update, correct and improve the Software or for any other purposes; and (iv) may disclose, sell and publish Anonymised Aggregated Data to any party through any means.
  1. OTHER IMPORTANT TERMS
  1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
  1. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
  1. This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter, including any form of standard terms provided by you relating to the same subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
  1. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
  1. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
  1. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.