Terms of Service

Last updated March 30th 2021 - Breakroom Terms of service. These terms govern your access to and use of Breakroom's offerings, including Breakroom Support, Shop, and Creator Program.

BREAKROOM TERMS OF SERVICE

IMPORTANT, READ CAREFULLY: THESE TERMS OF SERVICE (“TERMS”) ARE A CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND SINE WAVE ENTERTAINMENT LTD AND ITS AFFILIATES (“BREAKROOM”, “WE” OR “OUR”). YOUR USE OF AND ACCESS TO THE WEBSITE, PRODUCTS, SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE “SERVICES”) OF SINE WAVE ARE CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS. PLEASE REVIEW THESE TERMS THOROUGHLY BEFORE ACCESSING AND USING THE SERVICES.

BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX OR ACCESSING OR USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “TERMS”). THE SERVICES MAY NOT BE AVAILABLE TO PERSONS WITHIN CERTAIN COUNTRIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE DESCRIPTION OF THE SUBSCRIPTION PLAN AND OTHER SERVICES AND AGREE THAT SINE WAVE ENTERTAINMENT AND AFFILIATES SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, AS A RESULT OF NOT UNDERSTANDING THE PLAN OR DESCRIPTION.

Breakroom will provide the Services, and you may access and use the Services, in accordance with these Terms. Breakroom may provide any of the Services hereunder through any of its Affiliates. If you order Services through an online registration page or an order form (each an “Order Form”), certain Services are subject to additional terms and conditions and information which are hereby incorporated into these Terms, provided that in the event of any conflict between such additional terms and this Agreement, the Terms shall prevail.

We may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting of such updated Terms on the Website. Your continued access to or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

1. DEFINITIONS.

The following definitions will apply in this Agreement unless the context otherwise requires:

  • “Active Region” means a 3D virtual environment that is set to be enabled and is accessible using the Platform.

  • “Admin Seat” means a Seat assigned to an individual who is an identified employee, contractor, or agent of the customer to whom the customer assigns the right to manage the platform on their behalf.

  • “Affiliates” means any member of the Sine Wave group of companies.

  • “Developer Seat” means a Seat assigned to a User who has the right to upload content to your World on your behalf.

  • “Initial Term” means the initial term of a Subscription as specified in the Order Form.

  • “Laws” means any legislation (primary or secondary), statutory provision, statutory instrument, directive or other legal or regulatory requirements in any relevant jurisdiction, from time to time which relates to the Services, this Agreement or any of the activities to be undertaken by us or you.

  • “Platform” means the online combination of Software and Services provided by Breakroom which supports the World.

  • “Portal” means the billing, admin, and user management web page for the Services.

  • “Privacy Policy” means our privacy policy found at https://docs.breakroom.tech/legal/privacy-policy.

  • “Renewal Term” means the renewal term for a Subscription commencing on the expiry of the Initial Term or previous Renewal Term, as specified in an Order Form.

  • “Seat” means a single-user right to access the World.

  • “Seat Pack” means extra seats that can be added to your Subscription.

  • “Shop” means the in-built purchasing system that allows you to sell and the Users of your World to purchase content developed by you or third parties.

  • “Subscription” has the meaning given to it in clause 4, below.

  • “Subscription Period” means the Initial Term and any Renewal Term of a Subscription, as applicable.

  • “User” means a Seat holder who uses the Services.

  • “User Data” means data of a User, which includes personal data (see our Privacy Policy).

  • “Website” means the Breakroom website at https://breakroom.tech/.

  • “Weekly Passes” means a temporary Seat that can be purchased with a validity of one week.

  • “World” means the 3D environment assigned to you and your Users, to which all your content and users are connected.

  • “World Stream Minutes” refers to the number of minutes used by Users accessing your World, utilising the World Streaming Service available in the Service.

2. PROHIBITED COUNTRIES AND GEOGRAPHICAL RESTRICTIONS.

  1. The availability of all or part of our Services may be limited based on country, age, or other criteria from time to time, such as in response to compliance or other legal requirements. In particular, we are prohibited from offering Services to customers who are located in a country that appears on ‘Sanction Lists’, as published by the Office of Foreign Assets Control (OFAC), the European Union, and the UK Government. You understand and agree that we may disallow you from accessing the Services or may terminate your access to the Services at any time based on these criteria. If your service requires access by users under the age of 18 or the age of majority in your country, please contact Breakroom to discuss details related to legal and privacy obligations.

  2. Further, the availability of all or part of our Services may be dependent on your country’s existing infrastructure. While we offer our Services and perform our obligations in accordance with these Terms, we cannot guarantee that the Service will function as intended and you understand and agree that our ability to provide the Services in accordance with these terms is limited by such dependencies.

3. SERVICES.

Breakroom will provide the Services as described in the Order Form, and updates to the Services that are made generally available by us during the Subscription Period. We may, in our sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.

  1. Beta and Alpha Services. Breakroom may, from time to time, offer access to Services that are classified as “Alpha” and “Beta” versions of a Service. Access to and use of Alpha and Beta versions may be subject to additional terms, which will be notified of prior to signing up to those versions and will be made available on the Website. Breakroom makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify Alpha and Beta versions at any time without notice. Alpha and Beta versions are provided “as is”, may contain bugs, errors or other defects, and your use of an Alpha or Beta version is at your sole risk.

4. PURCHASING SERVICES.

1. Available Subscriptions.

To enjoy access to the relevant Service, you need to sign up for a subscription (“Subscription”). The Website describes the offer details (“Offer Details”) for available Subscriptions, and the Order Form summarises the Offer Details you have purchased, which are categorized as one or a combination of the following:

  1. “Commitment Offering”. You commit in advance to purchase a specific quantity of Services for use during the Subscription Period and to pay upfront or on a periodic basis in advance of use. With respect to World Stream Minutes above those included in the Subscription, additional or other usages (for example, usage beyond your commitment quantity) may be treated either as a Commitment or as a Consumption Offering (as described below). Committed quantities of Services that are not used will expire at the end of the Subscription Period.

  2. “Consumption Offering” (also called Pay-As-You-Go). You pay based on actual usage of the Service in the preceding month with no upfront commitment. Payment is on a periodic basis and in arrears.

  3. “Limited Offering”. You receive a limited quantity of Services for a limited period without charge (for example, as a trial Subscription or free account). Provisions in these Terms with respect to pricing, cancellation fees and payment may not apply.

2. Ordering.

  1. By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Services are offered on an “as available” basis. You may place orders on behalf of your Users under and grant your Users administrative rights to manage the Subscription, but Users may not order Subscriptions. In purchasing Subscriptions on behalf of other Users you represent and warrant that you are an authorised representative of those Users with the authority to bind them to these Terms. If you grant any rights to Users or third parties with respect to your Subscription, such Users or third parties will be bound by this Agreement and you agree to be jointly and severally liable for any actions of such Users or third parties related to their use of the Services.

  2. Some offers may permit you to modify the quantity of Services ordered during the Subscription Period. Additional quantities of Services added to a Subscription will expire at the end of the Subscription Period unless otherwise stated in the Order Form. If you decrease the quantity of Services during the Subscription Period, we may charge you a cancellation fee for the decrease in quantity as described below in Section 5.b.

  3. Certain add-ons, for example, World Stream Minutes, will expire if the Subscription is inactive for six consecutive months. “Inactive” in this context means neither you nor your Users use the Subscription during this period. Please consult your Order Form to understand which add-ons have an inactivity period.

3. Seats.

  1. As part of the Subscription, you may be assigned a Seat or a number of Seats. These Seats can be allocated to your employees, contractors or agents. The Seats are individual to a User, and you have the ability to re-assign the Seat to another User, but the Seat may not be shared or used by anyone other than the User assigned.

  2. Admin Seat. As part of your Subscription, you may be assigned an Admin Seat. An Admin Seat can assign permanent, temporary, or Developer Seats, activate and deactivate Active Regions, and add and remove Services during the Subscription Period. The number of Seats an Admin Seat can assign will depend on the Subscription and/or any add-ons you purchase. You are entirely responsible for maintaining the security of your Admin Seat username and password and, other than the User assigned the Admin Seat, agree not to disclose such details to any other User or any third party.

  3. Developer Seat. As part of your Subscription, you may be assigned a Developer Seat which you can use to upload content to your World or list content for sale in the in-World Shop. Any item uploaded to the Shop needs to follow the Shop terms and conditions.

  4. Seat Pack. As part of your Subscription, you can purchase a set of additional Seats up to the maximum number defined in your Subscription Plan at any time. Adding Seats will change your Subscription plan immediately for that Subscription Period, the extra cost will be due immediately. You cannot lower the number of Seats beyond the default minimum Seats required by that Subscription, lowering or increasing beyond the minimum and maximum number of Seats permitted will require a change to your Subscription. Unless otherwise stated, Seat Packs do not include any World Stream Minutes.

  5. Weekly Passes. As part of your Subscription, you may be allowed to purchase Weekly passes. Weekly passes have a validity of one week from the start date, with the start date set to the date of purchase by default. All used and unused weekly passes will expire within one week of their start date.

4. Regions.

As part of your Subscription, you will be allocated a set number of Active Region slots. You can upload regions (if you have a Developer Seat) or purchase any number of regions to fill these slots for your World, but the number of concurrent active regions will depend on your Subscription. The regions may be activated/deactivated anytime. The total number of Active Regions can be increased by purchasing support plans here https://breakroom.tech/pricing.

5. World Stream Minutes.

As part of your Subscription, you have been allocated a set number of World Stream Minutes as defined on your Order Form. Minutes commence from when the User opens the web page associated with your business, to when the window is closed or the User has otherwise logged out. Minutes accrue for each User individually (for example, if two users are logged in concurrently, World Stream Minutes are spent at twice the rate). World Stream Minutes can be purchased in advance or on a pay-as-you-go basis (which is billed on a monthly basis). Any unused World Stream Minutes will carry on to next month if the Subscription is active. Any unused World Stream Minutes will expire when your Subscription expires or is terminated.

6. Video and Audio Conferencing Minutes.

As part of your Subscription, Users of your World can use audio and video conferencing tools to voice/video chat or share screens with others. In doing so, you must ensure that your Users use the audio and video conferencing tools in a reasonable manner. Breakroom may determine that abnormal, unreasonable, or impermissible usage is occurring based on industry standards and patterns of usage of the Services, and may take appropriate steps, including suspension or termination of service. Breakroom may first contact the Customer and discuss appropriate usage and suitable plans to support valid use of the Services.

7. Analytics.

The Analytics Dashboard provides various insights relating to the usage of your World, interactions, and User behaviour. We reserve the sole right to either modify or discontinue any of the features of the Analytics Dashboard at any time with or without notice to you. You acknowledge and agree that it is your responsibility to review the Analytics Dashboard from time to time and to familiarize yourself with any modifications. See our Privacy Policy disclosures regarding the collection and use of your information.

8. Support Services.

During your Subscription, you have access to certain Support Services. All Subscriptions come with a basic support plan, with a first response time defined in the plan. You can purchase enhanced support by purchasing one of the Support Plans. For more information about what Support Plans are available, and what is included in the Support Plans, please see Breakroom terms of service schedules (1. Support Services) below.

9. Sine Wave Shop.

  1. As part of your Subscription, you have the option to enable or disable access to the Shop. If you enable the Shop for Users, or if you are selling content for your Users using the in-world shop, you and your Users must accept the shop terms. Please see Sine Wave Shop and Creator Program Terms (Part A: SINE WAVE SHOP) below.

  2. In addition, if you are uploading content to the Shop you must agree to the Creator Program terms, referred to in Clause 4.10 below.

10. Sine Wave Creator Program.

As part of our Service we may allow you and/or your Users to participate in our Creator Program, which provides participants with access to various creative and development functions embedded within the Platform, and for content to be uploaded to the Platform. For more information, including the terms and conditions for using the Creator Program, please see Sine Wave Shop and Creator Program Terms (PART B: SINE WAVE CREATOR PROGRAM) below.

11. Pricing and Payment.

Payments will fall due and must be made according to the Offer Details for your Subscription.

  1. For Commitment Offerings, the price may be based on the quantity of Services you ordered. When you sign up to a Commitment Offering, your first payment will be billed immediately. Some offers may permit you to modify the quantity of Services ordered during the Subscription Period and the price may be adjusted accordingly, but price changes will not be retroactive. During the Subscription Period, prices for Services will not be increased from those posted on the Website at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Offer Details.

  2. For Consumption Offerings, pricing is subject to change at any time upon notice. When you sign up to a Consumption Offering, your first payment will be billed immediately.

12. Renewal.

  1. Depending on the Subscription you purchase, your Subscription may renew automatically or you may be prompted to renew your Subscription. Upon renewal of your Subscription, these Terms will remain in force. If you do not wish to renew your Subscription, you may decline to renew your Subscription and your Subscription will terminate.

  2. For Commitment Offerings, your subscription will automatically renew until cancelled, in which case it will terminate upon expiration of the Subscription Period. If the Subscription Period is longer than one calendar month, we will provide you with no less than 3 days' notice, by e-mail or other means, of the automatic renewal before the expiration of the Subscription Period.

  3. For Consumption Offerings, your Subscription will renew automatically unless you terminate the Subscription.

  4. For Limited Offerings, renewal may not be permitted.

  5. All prices are subject to change at the beginning of any Subscription renewal. We reserve the right to adjust pricing at any time. Unless we expressly communicate otherwise, any price changes to your Subscription will take effect on your next billing cycle upon notice communicated through a posting on the Website or such other means as we may deem appropriate from time to time, such as e-mail. If you do not cancel your Subscription, you will be deemed to have accepted these new prices.

13. Taxes.

Prices are exclusive of any taxes unless otherwise specified in the invoice as tax inclusive. You must pay any applicable value-added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under these Terms and any Subscription-specific terms and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay, including any taxes that arise on the distribution or provision of Services to your Users. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.

If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.

5. Term, termination, and suspension.

  1. Term. These Terms will remain in effect for the duration of the Subscription Period until the expiration or termination of your Subscription, whichever is earliest.

  2. Subscription termination. You may terminate a Subscription at any time; however, you must pay all amounts due and owing before the termination is effective.

    1. One-Month Subscription. A Subscription having a one-month Subscription Period may be terminated anytime without any cancellation fee.

    2. Subscriptions of more than one month. If you terminate a Subscription within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided, and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If you terminate a Subscription to Breakroom at any other time during the Subscription Period, you must pay for the remainder of the Subscription Period, and no refunds will be provided.

    3. Limited Offerings. Breakroom may terminate your Subscription to a Limited Offering at any time during the Subscription Period without notice and without any liability to you or your Users.

  3. Our suspension and termination rights. We may suspend your and your Users’ use of the Services if: (1) it is reasonably needed to prevent unauthorized access to User Data; (2) you or any of your Users are in breach of these Terms; (3) you do not pay amounts due under these Terms; or (4) you or your Users do not abide by the Fair Use Policy. If one or more of these conditions occurs, then:

    1. For Limited Offerings, we may suspend your use of the Services, your Subscription and your account immediately without notice.

    2. For all other Subscriptions, a suspension will apply to the minimum necessary part of the Services and will be in effect only while the condition or need exists. We will give at least 30 days’ notice before we suspend, except where we reasonably believe we need to suspend immediately, in which case we will notify you as soon as reasonably possible thereafter. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your User Data in accordance with our Privacy Policy. We may also terminate your Subscription if your Subscription or any part of it is suspended more than twice in any 12-month period.

6. USE OF SERVICES.

You may only use the Services pursuant to these Terms. You are solely responsible for your and your Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with your and each User’s use of the Services, including but not limited to laws related to intellectual property, privacy and export control. Use of the Services is void where you are in breach of these Laws.

  1. System Requirements. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because the use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High-speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.

  2. Registration Information. You are required to provide information about yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of your username and password and agree not to disclose such to any third party.

  3. User Data.

    1. Your privacy is important to us. The Privacy Policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to our collection, use, and disclosure of your User Data.

    2. You are solely responsible for the content of all User Data. You will secure and maintain all rights in the User Data necessary for us to provide the Services to you without violating the rights of any third party or otherwise obligating Breakroom to you or to any third party. Breakroom does not and will not assume any obligations with respect to User Data or to your use of the Services other than as expressly set forth in these Terms or as required by applicable law.

  4. Your Content. You agree that you are solely responsible for the content sent or transmitted by you or displayed or uploaded by you in using the Services (“Content”) and for compliance with all Laws pertaining to the Content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the Content to Breakroom and that such use does not violate or infringe on any rights of any third party. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

    1. the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, or trade secret rights, of any third party.

    2. you have fully complied with any third-party licenses relating to the Content and have done all things necessary to successfully pass through to your Users any required terms.

    3. the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content.

    4. the Content is not obscene, libellous, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party.

  5. By submitting Content to us through the use of the Service, you grant us a worldwide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purposes of displaying and distributing the Content within the platform. If you delete Content, the Company will use reasonable efforts to remove it from the Service, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Under no circumstances will Breakroom be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Breakroom is not responsible for any Content, Breakroom may delete any Content, at any time without notice to you, if Breakroom becomes aware that it violates any provision of these Terms or any Laws. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. The Company will have no obligation to provide a refund of any amounts previously paid.

6. Live Camera Recording. By using the Services, you are giving Breakroom consent to store or stream recording of the meeting, conference or event, if such recordings are stored in our systems, subject always to our Privacy Policy. It is your responsibility to obtain prior consent from Users during such recording sessions.

Prohibited Use. You agree that you will not use, and will not permit any User to use, the Services to:

  1. modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services;

  2. knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts Breakrooms' networks, your Subscriptions, or the Services;

  3. engage in activity that is illegal, fraudulent, false, or misleading;

  4. transmit through the Services any material that may infringe the intellectual property rights or other rights of third parties;

  5. build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services;

  6. use the Services to communicate any message or material that is harassing, libellous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable Laws;

  7. upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect the performance of the Services in any way, or which does or is intended to harm or extract information or data from other hardware, software or networks of Breakoom or other Users;

  8. engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Breakrooms’ security systems;

  9. use the Services in violation of our Fair Use policy or in a manner that violates applicable Law.

Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless you have been specifically permitted to do so under a separate agreement with us. You may not offer or enable any third parties to use the Services purchased by you, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by you) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.

7. RESPONSIBILITY FOR YOUR USERS.

  1. You control access by your Users, and you are responsible for their use of the Services in accordance with these Terms. You are responsible for the activities of all of your Users who access or use the Services through your Subscription and you agree to ensure that any such User will comply with these Terms and all Laws relating to data privacy. Breakroom assumes no responsibility or liability for violations. Breakroom provides you with tools to block or remove Users at any time. Under no circumstances will Breakroom be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.

  2. We have not reviewed, and cannot review, all of the material posted to the Services by other Users, and cannot, therefore, be responsible for that content, use or effects. By using the Services, we do not represent or imply that it endorses the content there posted, or that it believes such content to be accurate, useful or non-harmful.

  3. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Services may also contain material that violates the privacy or publicity rights or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. We disclaim any responsibility for any harm resulting from the use by visitors of the Services, or from any downloading by those visitors of content there posted.

8. RESPONSIBILITY FOR YOUR ACCOUNTS.

You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. You must not use your account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and the Company may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause the Company liability. You must immediately notify the Company of any unauthorized uses of your account or any other breaches of security. The Company will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

9. OBLIGATIONS FOR CONTENT.

In addition to our obligations set out in the Privacy Policy, we will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. We will notify you if we become aware of unauthorized access to Content. We will not access, view or process Content except (a) as provided for in these Terms and in our Privacy Policy; (b) as authorized or instructed by you, (c) as required to perform its obligations under these Terms, including routine maintenance and testing; or (d) as required by Law. We have no other obligations with respect to Content.

10. NO WARRANTIES AND LIMITATION OF LIABILITY.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SINE WAVE ENTERTAINMENT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED FOR THE SERVICE IT IS PROVIDING. WE ALSO DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT MAY BE SUFFERED BY YOU, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES OR SERVICE INTERRUPTIONS BY ANY CAUSE OR ERRORS OR OMISSIONS OF YOU. USE OF ANY INFORMATION OBTAINED BY WAY OF US IS AT YOUR OWN RISK, AND WE SPECIFICALLY DENY ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES. CONNECTION SPEED REPRESENTS THE SPEED OF AN END-TO-END CONNECTION. WE DO NOT REPRESENT GUARANTEES OF SPEED OR AVAILABILITY OF END-TO-END CONNECTIONS. WE EXPRESSLY LIMIT OUR DAMAGES TO YOU FOR ANY NON-ACCESSIBILITY TIME OR OTHER DOWNTIME TO THE PRO-RATA MONTHLY CHARGE DURING THE SYSTEM UNAVAILABILITY. WE SPECIFICALLY DENY ANY RESPONSIBILITY FOR ANY DAMAGES ARISING AS A CONSEQUENCE OF SUCH UNAVAILABILITY.

11. INDEMNIFICATION.

If you are a company or a business, you shall indemnify and hold us, and all of our employees, contractors and licensors, and our respective directors, officers, employees and agents harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against us directly or indirectly arising from or in connection with your marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of these Terms by you or your Users.

12. ARBITRATION

  1. Any dispute arising out of or in connection with these terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause.

  2. The number of arbitrators shall be one.

  3. The seat, or legal place, of arbitration, shall be London, United Kingdom.

  4. The language to be used in the arbitral proceedings shall be English.

13. PROMOTIONAL REFERENCE

In using the Service you agree for us to disclose your name to our existing affiliates and partners, and that we may occasionally reference your name or case study elements of projects you or your Users are engaged in, for the purposes of promoting the Services.

14. MISCELLANEOUS.

  1. If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the original intent, and the remaining portions will remain in full force and effect. A waiver by either you or us of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. We may assign its rights under this Agreement without condition.

  2. These Terms constitute the entire agreement between us and you concerning the subject matter hereof. Except to the extent applicable Laws, if any, provides otherwise, these Terms, any access to or use of the Services will be governed by the Laws of England and the jurisdiction for any disputes arising out of or relating to these Terms will be the English courts.

BREAKROOM TERMS OF SERVICE: SCHEDULES

1. SUPPORT SERVICES

1. Definitions.

For the purposes of this Schedule, the following words have the following meanings given to them, and all other defined terms shall have the meaning given to them in the Terms above:

  • “Response Time” means the time for us to respond to a Support Request.

  • “Support Plan” means the packages of support services that are available as part of your Subscription.

  • Support Plan Descriptions” means the descriptions of Support Plans found at https://breakroom.tech/pricing.

  • Support Portal” means our online portal which allows you to make Support Requests.

  • Support Request” means a request for Support Services.

  • Support Services” has the meaning given to it in clause 2 below, as modified by the applicable Support Plan Description.

  • “Support Ticket” means our acknowledgement of receipt of a Support Request.

2. Our Support Services.

We provide support concerning the installation, activation, seat migration, configuration, troubleshooting and/or any other issues that may arise in connection with the Platform or your use of the Service.

3. Support Requests and Support Tickets.

In the event you encounter a fault or an issue with the Platform or the Service, you may issue a Support Request through our Support Portal. In order for a Support Request to be valid it must:

  1. to the best of your ability, completely and accurately describe the issue or fault, including which area of the Service is affected; and

  2. be in English

following which, we shall review the Support Request and issue a Support Ticket. If you have purchased an add-on Support Plan, we will after a reasonable time classify the fault according to the priorities set out in paragraph 3, below.

4. Response Times.

Once a Support Ticket has been issued, we will respond to the Support Request in accordance with the Response Times specified in the applicable Support Plan Description. Note that Support Plans refer to ‘response times’, not ‘resolution/fix times’: a response does not guarantee resolution of the fault within a particular time frame. If you have purchased any add-on Support Plans, our response times are faster and vary in accordance with the below fault classifications:

Classification of fault

Definition

EMERGENCY

("Priority 1")

The problem results in severe interruptions to your World or deployment of your Content. It is affecting your entire team or causes severe impairment of essential operations for deployed Worlds. For instance, data integrity is compromised, or the issue is at risk of causing missed critical event deadlines or deliverables.

HIGH PRIORITY

("Priority 2")

The problem results in severe interruptions to your World or deployment of your Content. Portions of your team cannot perform important tasks, but the error does not impair essential operations. Your World or components in it cannot operate correctly due to issues with the Platform or performance issues are apparent.

MEDIUM PRIORITY

(“Priority 3”)

The problem causes interruptions to your word or deployment of your content, but it does not prevent the operation of your World.

LOW PRIORITY

("Priority 4")

The problem results in minimal or no interruptions to your World or deployment of your contents (no business impact). The issue consists of "how-to" questions, including issues related to APIs and integration, installation and configuration inquiries, enhancement requests, or documentation questions.

5. Emergency and High Priority Support Requests.

If you are suffering from a critical fault with the Platform or the Service you may make a request for emergency support (“Emergency Support Request”) or for high priority support (“High Priority Support Request”). Emergency Support Requests and High Priority Support Requests can be made via the Support Portal, which Support Request must include an accurate and complete description of the issues and be in plain English. Emergency Support Requests and High Priority Support Requests will not be acknowledged by Sine Wave Entertainment as an emergency without this notification method. In addition:

  1. You must provide us with a designated contact during to be available at all reasonable times, either online via chat or by mobile phone, to assist with data gathering, troubleshooting, testing and applying the proposed solution.

  2. In response to a correctly submitted Emergency Support Request or High Priority Support Requests, we will:

    1. Contact your designated contact via phone or other real-time means.

    2. Assign our personnel to take ownership of the issue and manage communications between you and us; and

    3. Engage in regular communication with your designated contact for the duration of the issue.

6. Resolving Support Requests.

  1. Once we have responded within the applicable Response Time, we will use reasonable efforts to address the Support Request by proposing a remedy for you to resolve the issue, or resolving the issue ourselves (for example, by eliminating the defect to bring your World into substantial conformity with its applicable documentation, providing updates, or demonstrating how to avoid the effects of the issue).

  2. You acknowledge that despite our reasonable efforts, not all issues or faults may be fixed. Where an ongoing investigation is required, you will receive regular updates to your Support Request. Additionally, such updates may increase or lower the severity of the issue, in which case the frequency of updates may change accordingly.

7. Your Obligations.

We are reliant on your co-operation in order for us to provide the Support Services in accordance with the relevant Support Plan. In the event you do not fulfil the obligations set out below, we, in our sole discretion, may downgrade the priority level of the Support Request:

  1. Use suitably qualified engineers and artists to develop your World with Sine Wave Entertainment SDK.

  2. Provide accurate and complete descriptions of the problems and issues by submitting a support request via the support portal.

  3. Cooperate with us where we need further information about a particular issue or fault you have encountered.

  4. Provide us with a self-contained reproduction of issues or steps to reproduce the issues where possible.

  5. Provide the files for the Content where needed.

  6. Recognize that the Support Services are often a collaborative and iterative process.

  7. Indicate which priority level the issue may be classified, as described above.

  8. Designate senior-level contacts (ideally one, but no more than three per world) and provide contact details, so that Services personal may contact the senior level contacts at any time in response to Emergency and High Priority Support Requests. Each senior-level contact will be an authorized representative empowered to make necessary decisions for you or bring about such decisions without undue delay.

  9. Assess Support Request responses for suitability and respond in a timely way when the response is not suitable.

8. Limitations.

  1. Current support version. Our obligation to provide the Support Services extends only to the current support versions of the Platform and Sinespace SDK and Unity Software.

  2. Concurrent Support requests. We will provide support services for up to the maximum number of permitted concurrent support requests, as described in the applicable Support Plan Descriptions. Additional Support Requests can be submitted at any time, but we will queue such additional requests and only commence Support Services for that Support Request when the current Support Request has been resolved and closed. You can adjust the order of the submitted Support Requests by setting priority levels via written notice to us. You may elect to increase the allowed number of concurrent Support Requests by purchasing a different Support Plan.

  3. Support Portal. Support Requests sent to us using methods other than the Support Portal will be handled in a manner of our choosing and will not qualify for the initial Response Times set out above. All members of your team with access to the Support Portal will be able to view the full contents of all Support Requests submitted on your behalf.

  4. Logs and Project files. Where it is necessary for you to send the viewer logs, images, or project files of your Content to Breakroom in connection with a Support Request, you must send a version of the file with all applicable references and assets, and which is ready without needing to download from external servers' connection or set up requests.

  5. Our obligation to provide Support Services shall extend only to your Users who have active, valid Subscriptions. We will neither provide Support Services to your end-users, nor to any of your sub-contractors.

  6. We will have no obligation to provide Support Services of any kind for issues or faults caused by User error. If after receipt of a Support Request we determine that it is the fault of or the issue was caused by user error, we will notify you and we may offer specialized services (subject to additional terms and fees) to address the issue or fault.

9. General Terms.

  1. We may subcontract our provision of Support Services to third parties, provided that we will continue to remain primarily responsible and will ensure that such third-party providers provide all Support Services in accordance with the Terms and in accordance with good industry practice. In all instances, we will use suitably qualified personnel.

SINE WAVE SHOP AND CREATOR PROGRAM TERMS

IMPORTANT, READ CAREFULLY: THESE SINE WAVE SHOP AND CREATOR PROGRAM TERMS (“TERMS”) ARE A CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND SINE WAVE ENTERTAINMENT LTD AND ITS AFFILIATES (“US”, “WE” OR “OUR”). YOUR USE OF AND ACCESS TO THE SINE WAVE SHOP (THE “SHOP”) AND THE CREATOR PROGRAM (“CREATOR PROGRAM”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, AND WE MAY TERMINATE OR SUSPEND YOUR AND YOUR USER’S ACCESS TO THE SHOP AND/OR THE CREATOR PROGRAM IF YOU OR YOUR USERS FAIL TO COMPLY WITH THESE TERMS. PLEASE REVIEW THESE TERMS THOROUGHLY BEFORE ACCESSING AND USING THE SHOP AND THE CREATOR PROGRAM.

We will provide the Shop and the Creator Program, and you may access and use the Shop and the Creator Program, in accordance with these Terms.

We may amend the Terms from time to time. All amendments will be effective upon posting of such updated Terms on the Website. Your continued access to or use of the Shop and the Creator Program after such posting constitutes your consent to be bound by the Terms, as amended.

1. Definitions.

The following definitions will apply to these Terms unless the context otherwise requires:

  • “Gold” has the meaning given to it in clause 4.b of Part A, below.

  • “Platform” means Breakroom, the online combination of software and services provided by us which supports the World.

  • “Privacy Policy” means our privacy policy found at https://docs.breakroom.tech/legal/privacy-policy.

  • “Sine Wave Creator Terms” means the terms of use governing provision of the Sine Wave Creator Program, found at [LINK].

  • “Breakroom Terms Of Service” means the Terms of service agreement found at https://docs.breakroom.tech/legal/terms-of-service.

  • “User-Generated Content” or “UGC” means any content uploaded to the Platform that a user has created, developed, modified, or contributed to.

  • “World” means the 3D environment assigned to you and your users, available on the Platform, to which all your UGC and users are connected.

2. Sine Wave Services.

If you have purchased a subscription to the Platform and associated software and services (“Sine Wave Services”), your use of the Shop and the Creator Programme is also conditional on your continued compliance with the Breakroom Terms of Service, which are found here: https://docs.breakroom.tech/legal/terms-of-service. We reserve the right to terminate or suspend your access to the Sine Wave Services, the Shop and/or the Creator Program if you are in breach of the Breakroom Terms of Service or these Terms.

PART A: SINE WAVE SHOP

3. Provision of the Shop.

  • We may include one or more features or sites that allow users to trade, sell or purchase certain types of items (for example, licence rights to virtual items) with, to or from other users of the Platform (“Shop”). By using or participating in the Shop, you authorise us, on our own behalf or as an agent or licensee of any third-party creator, to transfer currency from or to your account in order to give effect to any purchase or sale you make.

  • You agree that we may stop (permanently or temporarily) providing the Shop (or any features within the Shop) to you or to users generally at our sole discretion, without prior notice to you. We shall have no liability to you because of any inability to trade within the Shop, including because of discontinuation or changes in the terms, features or eligibility requirements of the Shop.

  • From time to time, we may discover UGC in Shop that violates the Sinespace Creator Terms or other legal agreements, laws, regulations, or policies. You agree that in such an instance we retain the right in our sole description that such UGC is removed from the Shop and all the user's inventories.

4. Payment processing and Gold.

a. Payment processing.

We may make available to you various payment processing methods to facilitate the purchase of UGC from the Shop. You agree to abide by any relevant terms of service or other legal agreements, whether with us or the third party that governs your use of a given payment processing method. You agree that:

  1. we reserve the right to add or remove payment processing methods at our sole discretion and without notice to you; and

  2. we shall have no liability or responsibility where the third-party payment processor fails to process your payments or processes them incorrectly.

b. Gold

We, in our sole discretion, may offer you or users of your World the ability to acquire a limited licence to use our virtual currency (“Gold”). If we offer you the ability to acquire a limited license to use Gold, we hereby grant you a non-exclusive, revocable, limited, non-transferable (except as specifically set out below) right and license to use Gold only for your personal, entertainment use exclusively in connection with the Service as permitted by us, subject to these Terms.

c. Ways to Acquire Gold.

Eligible users, if enabled by you, may acquire a limited licence to use Gold

  1. By acquiring it from us, via buying hold using gold purchase portal.

  2. By acquiring as a part of purchase towards the World, where you purchase a set amount of gold for all the users of your World.

  3. You acquire from the users of your World by selling UGC created by you in your World.

We will debit your account for any Gold acquired by you. Your licence to use gold will terminate upon termination of your subscription (if you have subscribed access to the Sine Wave Services), or deletion of your account.

d. Gold is not redeemable or exchangeable.

Gold does not

  1. have an equivalent value in real currency (except, via the Creator Program);

  2. act as a substitute for real currency,

  3. act as consideration for any legally enforceable contract (except where we grant a licence to use Gold via the Creator Program); or

  4. earn interest.

Gold is not redeemable or exchangeable for real currency, monetary value, or convertible virtual currency from us or any other third party and is administered solely by us in our sole discretion and application of these Terms.

e. No refunds.

All payments for Gold are final and non-refundable, or exchangeable, except as required by applicable law. You may not transfer, assign, sell, exchange, trade, gift, convert, lease, sublicence, rent, or distribute Gold except through the Shop and as expressly permitted by us. Any disposition or attempted disposition of Gold in violation of these Terms will void and will result in immediate termination of the account, your subscription to the Sine Wave Services (if you have purchased a subscription) and your licence to use Gold. We do not recognize or condone any third-party services that may be used to sell, exchange, transfer or otherwise dispose of Gold. We do not assume any responsibility for, and will not support, such transactions.

f. No Obligation.

Neither we nor any third party has any obligation to exchange Gold for anything of value, including, but not limited to, real currency, except as expressly provided in these Terms or otherwise as applicable by law. We may impose limits on Gold, including but not limited to the amount that may be acquired by, redeemed by or awarded to you or a user of your world.

g. Valuation of Gold.

You acknowledge and agree that we may engage in actions that may impact the perceived value or acquired price of Gold at any time, except as prohibited by applicable law.

h. Reservation of Rights.

Except as otherwise prohibited by applicable law and except for the limited license granted under these Terms, we reserve and retains all rights, and interest in and to Gold.

i. Absolute Rights.

We have the absolute right to manage, modify, suspend, revoke and terminate your licence to use Gold without notice, refund, compensation, or liability to you, except as otherwise prohibited by applicable law. We make no guarantee as to the nature, quality, or value of Gold.

5. Silver and other promotional currencies.

a. Licence to use.

We may offer you or users of your World the ability to acquire a limited licence to use our virtual promotional currency “Silver”, or similar promotional currencies. If we offer you the ability to acquire a limited license to use Silver or similar promotional currencies, the provisions of clause 4 above shall also apply to Silver and/or similar promotional currencies as if it were Gold.

6. Your use of the Shop.

  1. In order to access the Shop, you and users of your World may be required to provide information about yourself such as your name, address, and billing details. You agree that any such information you or users provide to us will always be accurate, correct and up to date. Your privacy is important to us. Our Privacy Policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to our collection, use, and disclosure of your and your users’ information.

  2. You and users of your World agree not to access (or attempt to access) the Shop by any other means than through the interface provided in your world. You agree not to access or (attempt to access) the shop through any automated means (including use of scripts, crawlers or similar technologies from time to time.)

  3. You agree that you will not engage in any activity that interferes with or disrupts the Shop (or the servers, payment systems or networks which are connected to the Shop). You agree that you will not use any of the UGC found on the Shop in a way that interferes or disrupts any worlds, payment systems, or networks.

  4. Unless you have been specifically permitted to do so in a separate agreement with us and except as permitted under the Breakroom Terms of Service, you and users of your World agree that you will not reproduce or copy any UGC that you have acquired from the Shop for any purpose.

  5. You agree that we and/or third parties own all right, title and interest in and to the Shop and the UGC available through the Shop, including without limitation all applicable Intellectual Property Rights in the Shop and UGC. "Intellectual Property Rights" means any and all intellectual property rights wherever in the world and whenever arising (and including any application), including patent laws, copyright, trade secrets, know-how, confidential information, business names and domain names, computer programs, trademark laws, service marks, trade names, utility models, design rights, semiconductor topography rights, database rights, goodwill or rights to sue for passing off, and any and all other proprietary rights worldwide.

  6. Content found in the Shop may be updated from time-to-time such as fixes, patches, enhanced functionality, and new versions (collectively, "Updates"). We won’t be responsible for any bugs that may arise on any UGC created by a third party due to the Updates to the UGC.

  7. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SINE WAVE SHOP AND ANY CONTENT IS AT YOUR SOLE RISK AND THAT THE SHOP AND CONTENT THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, SINE WAVE ENTERTAINMENT AND ITS AFFILIATES, DO NOT REPRESENT OR WARRANT TO YOU THAT:

    1. YOUR USE OF THE CONTENT IN THE SHOP WILL MEET YOUR REQUIREMENTS,

    2. YOUR USE OF THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

    3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE CONTENT WILL BE ACCURATE OR RELIABLE, AND

    4. THAT DEFECTS IN THE PERFORMANCE OR FUNCTIONALITY OF ANY CONTENT PROVIDED TO YOU AS PART OF THE ASSETS WILL BE CORRECTED.

PART B: SINE WAVE CREATOR PROGRAM

1. Participation.

We may allow eligible users of the Sine Wave Services to participate in the Creator Program. For example, if your subscription to the Platform has a developer seat, you will be eligible to participate in the Creator Program.

2. Payment.

Users participating in the Creator Program may redeem Gold for US dollar from us based upon an exchange ratio and other requirements, procedures, and limitations established by us in accordance with our Payment Terms, which are found in Schedule 1, below. Payment processing, and the limitations around the use of Gold, can be found in Part A, clause 4 (Payment processing and Gold).

3. Templates.

Templates may be made available to you (in our software developer kit 'Sinespace SDK' or otherwise) as a starting point for creating your UGC, however, your use of a template does not give you any copyrights or other ownership rights in such template.

4. Content.

Content includes any intellectual property, designs, 3D model files, source files, related to products intended for distribution on the Platforms.

5. UGC Hosting Rights

We reserve the right to discontinue hosting UGC at our discretion, including but not limited to UGC review policies, and/or excessive or abusive use of the service.

6. UGC Representation and Warranties.

When you or your users submit UGC onto the Platform, you warrant, represent and undertake that:

  1. You have all necessary rights and licences in and to the UGC, and in the event of any claim by a third party that the UGC infringes their intellectual property rights, or where we incur any costs or losses in obtaining the requisite licences for the deficient UGS (each an “IPR Claim”):

    • we shall have the right to suspend your account pending our investigation of such alleged infringement; and

    • you shall indemnify us against all losses, liabilities, damages, costs, expenses (including legal fees), disbursements, costs of investigation, litigation, settlement, judgment, interest and penalties whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise arising from any IPR Claim.

  2. You will not upload UGC designed to cause harm to other users of the Platform or the Platform itself, including but not limited to transmitting or uploading computer viruses, UGC designed to trigger photosensitive epilepsy or other UGC with malicious intent.

  3. You retain whatever rights you may have in your UGC; however:

    1. Your rights in the UGC only extend to the new, original UGC you create as part of your UGC and does not extend to or grant any rights to the Sine Wave Services or existing UGC created or made available by third-parties, or UGC made available by us through the Sine Wave Services; and

    2. If you make or have made available any UGC in the Sine Wave Services, you give us permission to host, copy, import, store, modify, adapt, display, publicly perform (including by means of digital audio transmissions), reproduce (and make mechanical reproductions of musical works embodied in sound recordings ), create derivative works of (including synchronize to visual images), publicly display, transfer, sublicense, and distribute (collectively “Use”) that UGC, in whole or in part, including (but not limited to) for the purposes of our provision of the Shop to other users, our provision of the Sine Wave Services, and for commercial publicity and marketing purposes, in any country. This permission is perpetual and irrevocable and applies to any media, platform, or channel in connection with the Sine Wave Services.

  4. For the purposes of allowing UGC received by end-users to remain available to them, the right to display and distribute the UGC on the Platform shall survive termination or suspension of your access to the Sine Wave Services.

  5. We have no obligation to distribute UGC to end-users and may choose not to include, or discontinue the UGC from sale, distribution or inclusion in the Platform at our discretion.

7. Independent Parties.

The relationship between you and us shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by these Terms and at no time you will position yourself as affiliated to us, except as an independent supplier. In view of this independent relationship, you shall not enter into any agreements on our behalf, shall make no warranty either expressed or implied on behalf of us and shall not incur any expenses on our behalf.

8. No Exclusivity.

These Terms do not grant exclusive rights to you and you shall have no rights under any other agreements entered into by us with other participants of the Creator Program.

SINE WAVE SHOP AND CREATOR PROGRAM SCHEDULES

1 PAYMENT TERMS

Where you offer UGC for sale on the Platform, you agree to the following:

  1. Upon successful sale of the UGC, you shall receive 70% of the net revenues from the sale of the UGC.

  2. “Net revenue” is defined as gross revenues of sale of the UGC, less any costs directly resulting from the sale of the UGC, or the purchase of Gold used by the end consumer to purchase the UGC, including but not limited to:

    1. Taxes;

    2. 3rd party referral fees;

    3. Refunds and payments not honoured by a financial institution;

    4. Payment processing fees;

    5. Foreign currency exchange losses and expenses; and

    6. Third-party commissions (such as those taken by distribution websites or marketing affiliates).

  3. Net revenue is calculated at the point when the funds are received by us, and not at the point the end-user purchases the UGC.

  4. If the UGC has been resold to end-users utilising Gold, the net revenue shall be based on the amount of Gold spent by the end-user receiving the UGC, multiplied by their net revenue (as defined above) value.

  5. On some platforms, a “free” In-Platform currency may be available; for the purposes of this agreement, the value of this currency, and the resulting purchase is nil. The creator retains the decision of whether to allow their content to be made available for purchase under “free” currency. The Company will ensure the Supplier is aware of which currencies are considered “free”, and which can be construed to have value.

  6. We shall provide you with a reconciliation of sales no later than at the end of the following quarter in which you have had sales (“Quarterly Statement”) or within 30 days of a request from you (such request not to occur more than once per 30-day period).

  7. We agree to send funds to you within 30 days of the issuance of a Quarterly Statement, except when the total value of net revenue for that quarter is less than USD $100.00, in which case the funds will accrue until such a time as they exceed USD $100.00, at which point the funds will be sent to you.

  8. The Company agrees to raise self-billing invoices (or their equivalent) for the Supplier.

  9. The Supplier agrees to accept self-billed invoices raised by the Company under this agreement.

  10. If you are VAT registered, you agree to inform us immediately of any change to your VAT registration or of a sale of your business, or part of your business.

  11. We may from time to time, request you to produce documentation, such as invoices, proof of tax status or VAT numbers, in order to process payments to you. You acknowledge that failure to provide such documentation may delay payments to you until such time as the documentation is provided.

  12. Upon termination of your account, all outstanding fees due to you at that time shall be settled in full within thirty (30) days from the end of the following quarter. Upon termination existing UGC granted to users within the Platform will remain unaffected and existing customers using your UGC will be able to continue their use under the terms of the Platform.

  13. In the event, your account is terminated we shall, within a reasonable period, withdraw your UGC from the Shop, and prevent future purchases. UGC sold or transferred between two user accounts, that do not produce an additional copy of the UGC, shall however be allowed.