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Terms and Conditions
Ephere Football, Inc.
Last updated: October 10, 2022
These Terms and Conditions, together with any applicable Orders (defined below), form a legal agreement (collectively, the “Agreement”) between you (“Customer” or “Tester”) and Ephere Football, Inc. (“Ephere Football”), the provider of the Platform (defined below). This Agreement governs your access to and use of the Platform, an ecosystem of products including but not limited to games. We may update these Terms and Conditions from time to time. If we make material changes, we will notify Customers by email.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MUST NOT USE THE PLATFORM.
Definitions
* Order: A contractual document specifying the terms of access to the Platform, including Product(s), Seats, Tests, Subscription Term, fees, and payment terms.
* Platform: The ecosystem of software products developed by Ephere Football, including but not limited to games, testing tools, and related services, used for creating and managing Tests or engaging with Products.
* Product: A specific component of the Platform (e.g., a game, testing tool, or other offering) licensed to Customer under an Order.
* Test: A specific task or plan created on the Platform to solicit feedback on a Product, brand, design, content, or offering.
* Contributor: An independent individual who participates in a Test or interacts with a Product via the Platform.
* Purpose: The Customer’s internal business use of the Platform, including testing, feedback collection, or Product engagement, as specified in an Order.
* Services: Technical support, additional products, or other offerings provided by Ephere Football under an Order.
Description of Ephere Football’s Platform
Ephere Football has developed a software platform (the “Platform”), an ecosystem of products including but not limited to games, that enables Customers to create test plans and define audiences (“Tests”) to gather perspectives on Products, brands, designs, content, or offerings, or to engage with Products directly. Customers may, if permitted by an Order, recruit their own Contributors to participate in Tests or use Products. Each Test completed by a Contributor (a “Session”) is recorded (a “Recording”) and kept private for research purposes. Where specified in an Order, Ephere Football may create content (“Generated Content”) from Recordings or Product interactions.
Disclaimer
Contributors are independent individuals, not employees or agents of Ephere Football, who voluntarily use the Platform to participate in Tests or engage with Products. Ephere Football does not control or review the content of Tests, Recordings, or Product interactions and EXPRESSLY DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF CONTRIBUTORS, OR FOR THE CONTENT OR ACCURACY OF RECORDINGS, GENERATED CONTENT, OR PRODUCT INTERACTIONS. YOUR USE OF OR RELIANCE ON RECORDINGS, GENERATED CONTENT, OR PRODUCTS IS AT YOUR OWN RISK.
1.0 ACCESS AND USE OF PLATFORM
1.1 Orders
Ephere Football will provide access to the Platform and related Services as outlined in an Order. Each Order will specify, where applicable:(i) the Product(s) licensed to Customer (e.g., games, testing tools);(ii) the number of licenses permitted to access the Product(s) (“Seats”);(iii) the number of Tests available (if applicable);(iv) the duration of access to the Platform (“Subscription Term”); and(v) applicable fees and payment terms.
Orders may also include:(i) limitations on Seat licenses by geographic location, department, division, or affiliate;(ii) standard or enhanced technical support;(iii) additional Products or Services provided by Ephere Football; and/or(iv) additional terms and conditions.
Unused Tests or Services expire at the end of the Subscription Term unless otherwise specified in an Order.
1.2 Seats
Each Order may specify the following Seat types:
* Creator Seats: Allow Users to create and launch Tests or manage Product content (e.g., game levels).
* Viewer Seats: Allow Users to view, collaborate on, and edit Recordings or Product interactions, but not launch Tests or manage content.
Customer may assign administrator privileges to a Seat, enabling the administrator to manage account access and assign Seats to Users within Customer’s organization, subject to limitations in this Agreement. Customer may reassign Seats to different Users during the Subscription Term, provided the total number of Seats is not exceeded.
1.3 Account Registration
To access the Platform, Customer must register an account and:(a) provide true, accurate, current, and complete information; and(b) maintain and update registration data to keep it accurate and current.By registering, Customer agrees that Ephere Football may send communications about the Platform, Products, or Services, including promotional materials about other Ephere Football offerings. Customer may opt out of promotional communications during registration or by contacting Ephere Football.
2.0 USE OF PLATFORM
2.1 License
Subject to this Agreement, Ephere Football grants Customer a non-exclusive, non-transferable, limited license to access and use the Platform and its Products during the Subscription Term solely for the Purpose and Customer’s internal business use. Customer may permit use by its employees and affiliates, provided such use complies with this Agreement.
2.2 Third-Party Products
Ephere Football may offer third-party products (“Third-Party Products”) as part of an Order, such as game integrations or external tools. These may be accessed through the Platform or provided separately. Where Third-Party Products are subject to separate terms, those terms will be provided in the Order. Ephere Football does not control Third-Party Products and disclaims all warranties and liability for them. Customer agrees to comply with all applicable Third-Party Product terms.
2.3 Customer Responsibilities
(a) No Reverse EngineeringCustomer shall not (and shall not permit any third party to):(i) reverse engineer, decompile, disassemble, or attempt to discern the Platform’s or Products’ source code, algorithms, or protocols;(ii) modify or create derivative works from the Platform or Products; or(iii) introduce viruses, worms, or harmful code into the Platform or Products.Violation of this section may result in immediate suspension of access without notice or refund, and Ephere Football may pursue legal remedies under applicable law.
(b) Seat UsageEach Seat must be assigned to a named employee or agent of Customer (“User”) and may not be shared. If a User leaves or is reassigned, Customer may reassign the Seat to another User.
(c) Platform UsageCustomer shall not engage in any of the following (“Restricted Activities”):
* Make the Platform or Products available to anyone other than assigned Users;
* Use the Platform or Products for anyone other than Customer;
* Sell, resell, sublicense, rent, or lease the Platform or Products;
* Use the Platform or Products in violation of applicable law or Ephere Football’s policies;
* Collect or store Recordings or Product interactions in violation of applicable laws;
* Disrupt the Platform’s or Products’ integrity or performance;
* Attempt unauthorized access to the Platform, Products, or their systems;
* Copy or frame the Platform or Products, except for internal business use;
* Communicate with Contributors outside the Platform regarding Tests or Products; or
* Access the Platform or Products to build a competitive product or service.
Ephere Football may suspend access if Customer engages in a Restricted Activity, with prompt notice provided. Access will be restored once the issue is resolved. Ephere Football may monitor Platform and Product use for security, operational, and improvement purposes.
3.0 PRICING, REWARDS & PAYMENT TERMS
3.1 Fees and Payment Terms
Customer will pay fees as specified in each Order for access to the Platform and Products. Orders are non-cancelable, and fees are non-transferable. Payment may be required in cryptocurrency and/or fiat currency, subject to Customer’s express authorization. Additional usage fees apply if Customer exceeds the licenses or parameters in an Order.
3.2 Taxes
Fees are net of taxes. Customer is responsible for all applicable taxes (e.g., sales, use, VAT) and will indemnify Ephere Football against tax-related claims. Ephere Football may invoice for sales tax unless Customer provides an exemption certificate.
4.0 INTELLECTUAL PROPERTY
4.1 Ephere Football Property
“Ephere Football Property” includes the Platform, Products, Services, pre-existing intellectual property, Analyses, and Promotional Content (as defined below). All rights in Ephere Football Property remain with Ephere Football or its licensors.
4.2 Customer Property
“Customer Property” includes all material uploaded by Customer to the Platform or Products (e.g., game assets, test data). All rights in Customer Property remain with Customer or its licensors.
4.3 Recordings
Ephere Football assigns its copyright in Recordings to Customer, subject to the licenses below.
4.4 Licenses to Ephere Football
Customer grants Ephere Football:
* A temporary, exclusive license to use Customer Property during the Subscription Term to perform obligations under this Agreement;
* A perpetual, royalty-free, non-exclusive, worldwide license to:(i) Incorporate Customer feedback into the Platform or Products;(ii) Use Tests, Recordings, or Product interactions to create Generated Content and for internal business purposes; and(iii) Create Analyses and Promotional Content, provided they do not contain Customer Confidential Information or identify Customer.
5.0 CONFIDENTIAL INFORMATION AND PII
5.1 Confidential Information
* Customer Confidential Information: Customer Property, Tests, Recordings, Product interactions, and non-public business information.
* Ephere Football Confidential Information: Ephere Football Property and non-public business information.Confidential Information excludes information that is publicly known, received from a third party without restriction and without knowledge of a confidentiality breach, or independently generated. Recipients shall use Confidential Information only to perform this Agreement and protect it with reasonable care. Disclosure is permitted if required by law, with prior notice to the other party.
5.2 Personally Identifiable Information (PII)
(a) The Platform and Products are not intended to collect PII unless specified in an Order (e.g., Face Recordings in games or Tests). Customer consents to disclosure of its name to Contributors if required by privacy laws.(b) Customer shall not request PII from Contributors without prior notice to Ephere Football and must comply with privacy laws if PII is collected.(c) Customer is the “data controller” under GDPR for Tests, Recordings, and Product interactions. Ephere Football’s Data Processing Agreement applies to its processing of PII.
6.0 WARRANTY DISCLAIMERS
Ephere Football DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, FOR THE PLATFORM AND PRODUCTS. CUSTOMER IS SOLELY RESPONSIBLE FOR DECISIONS BASED ON CONTRIBUTOR INPUT, GENERATED CONTENT, OR PRODUCT USE.
7.0 LIMITATION OF LIABILITY
EXCEPT FOR BREACHES OF INTELLECTUAL PROPERTY OR CONFIDENTIALITY, NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. Ephere Football’s liability is limited to fees paid by Customer in the prior 12 months, or $100 if no fees have been paid.
8.0 INDEMNIFICATION
* Ephere Football: Will defend Customer against claims that the Platform or Products infringe a U.S. patent, copyright, or trade secret, subject to exclusions (e.g., unauthorized modifications).
* Customer: Will indemnify Ephere Football against claims related to Customer Property, legal violations, or PII collection.
9.0 GENERAL PROVISIONS
* Termination: Begins on the first Order or Platform use; terminates upon Order expiration or breach (with 30-day cure period).
* Assignment: Requires consent, except in mergers or asset sales.
* Governing Law: Delaware law applies, excluding conflict-of-law rules.
Publicity: Ephere Football may use Customer’s name in marketing unless Customer opts out in writing within 30 days of the Effective Date.