MASTER AGREEMENT FOR THE USE OF THE GAMELEARN PLATFORM
This Master Agreement for the use of the Gamelearn Platform (hereinafter, the “Agreement“) regulates the intellectual property rights regime for the Personalized Video Games through the EDITOR and the conditions for the marketing of the same and if applicable the Certified Video Games for use by the Expert’s Clients or other Students of the Gamelearn marketing Platform.
The Agreement integrates, together with the general conditions for the provision of services, the contractual conditions that will govern the Expert’s relationship with Gamelearn replacing any previous agreement, both verbal and written, in relation to the object of the same, within the framework of the use by the former of the Platform, including the EDITOR tool for the customization of Personalized Video Games.
1.1. Student: an individual that uses Video games, Personalized Video Games, or Certified Video Games through the Platform.
1.2. Catalog: A range of video games shown on the platform to Gamelearn’s clients. Both videogames developed by Gamelearn and videogames developed by an expert and which have been certified.
1.3. Clients: third parties with whom the Expert has entered into an agreement to allow them to use its Personalized Video Games.
1.4. Credits: individual quantification of rights to use the Personalized Video Games charged to the Expert so that its Clients and Students may use the Personalized Video Game. The use of each Personalized Video Game by a Student requires consuming a specific number of credits acquired by the Expert.
1.5. EDITOR: a tool developed by Gamelearn and made available to the Expert to personalize the Video Games with its own content. The EDITOR forms part of the Gamelearn platform.
1.6. Personalized Elements: graphic elements and content provided by the Expert which are necessary to personalize the Personalized Video Game, including, but not limited to, brands, logos, slogans, designs, drawings, fonts, look and feel, color combinations, shapes, and sizes, text, storyline.
1.7. Expert: legal entity or individual that enters into this Agreement for the purpose of, under a temporary subscription plan, using the video game personalization tool of Gamelearn and, after personalizing its video games, either allowing its own Students to use said tool or commercializing the use of said tool to the Students of its Clients.
1.8. Platform: website owned by Gamelearn which consists of three elements: the “campus”, the “LMS” and the “Editor”. The campus allows students of the Expert or its clients to access the video games personalized by the Expert. The LMS allows the Expert to manage the access and reports to its clients, while at the same time allowing the Expert to track its students. The Editor is a tool that allows the Expert to personalize their own video games.
1.9. Subscription: annual or monthly fee paid by the Expert for access to the Platform for 12 months or for one month. The Expert must pay the annual or monthly fee upon accepting this Agreement and successive renewals.
1.10. User: individual, whether an employee of the Expert or of the Clients of the Expert, who receives a username and password to access any of the areas of the Platform.
1.11. Certified Video Game: video game personalized by the Expert, which, with prior request by the Expert, has passed the review and certification process and has been approved by Gamelearn. Certified Video Games may be commercialized by both the Expert as well as by Gamelearn.
1.12. Personalized Video Game: video game personalized by the Expert through the EDITOR using the bookstore resources, the Video Game Templates, the general gamification, character, setting, object, building block, and technology elements of Gamelearn, while including the Personalized Elements and content of the Expert to be offered to third parties. Within the Platform, the Personalized Video Games are referred to as “Courses”.
1.13. Video Game Template: work composed of computer programs, databases, and design elements owned by Gamelearn and made available to the Expert via the EDITOR Platform to be personalized and offered to third parties.
2.1. By signing the relevant quote sheet or through an online purchase process, Gamelearn will sell the Expert a subscription and/or Credits. The Expert shall expressly accept these terms and conditions, including the financial and payment commitments established in each purchase process and/or in similar procedures for the acquisition of the services.
2.2. Each subscription is personal and nominative.
3. PERSONALIZATION OF VIDEO GAMES WITH THE EDITOR
3.1.1. When registering to use the Platform, the individual accepting this Agreement certifies to have sufficient authority to act on behalf of the legal entity or individual that will be the owner of the Expert account. Said individual may not provide or use a password, email address, or any other information of any other person related to said registration.
3.1.2. The individual accepting this Agreement agrees to provide true, accurate, current, and complete information on his or herself and on the legal entity he or she is representing. The individual undertakes to promptly update and maintain said information so that it continues to be true, accurate, current, and complete. The Expert is responsible for keeping its Expert account and password confidential and for limiting access thereto and accepting the responsibility derived from the activities that occur with its account, including the development of Personalized Video Games.
3.2. Use of the EDITOR tool. Prohibited uses
3.2.1. Within the Platform, the Expert may use the EDITOR tool for the personalization of video games. The Expert guarantees that he will make peaceful and good-faith use of the EDITOR tool.
3.2.2. The Expert is obliged to inform Gamelearn of any error or malfunction detected in the EDITOR so that these can be solved or provisionally amended by Gamelearn.
3.2.3. The Expert expressly declares that it will not use the EDITOR nor post on the Platform, via inclusion in the Personalized Video Games, content, or information contrary to law. Nor shall it include content or data offensive to third parties or pornographic, illegal, xenophobic, racist, or violent content or information or content that harms third parties or that in any way is considered illegal in accordance with Spanish or European law or the law of the region of the Students. No content or information may be contrary to the good practices and reputation of Gamelearn.
3.2.4. If this clause is breached, Gamelearn may interrupt access to the EDITOR as well as the distribution of any Video Game Personalized by the Expert until said data or content is withdrawn or definitively suspended. Additionally, Gamelearn may directly or as instructed by a third party eliminate at its sole discretion any type of comment or content included by the Expert that it considers to be contrary to the law or to this Agreement or that it deems offensive for third parties.
3.2.5. Additionally, the Expert must ensure that no User accesses or may access the space administered by it within the Platform and/or the EDITOR tool. It also must ensure that no Student may post this type of content or comments thereon, and must, where applicable, immediately eliminate said content or comments.
4. USE OF PERSONALIZED VIDEO GAMES
4.1. Personalized Video Games in the context of this Agreement may only be used on the Platform and therefore may not be downloaded or exported in any fashion.
4.2. The Video Games Personalized by an Expert may only be accessed on the Platform for the Expert and its Students and for the Clients of said Expert. Only the Personalized Video Games created by an Expert that has passed the certification procedure may be offered to the clients of Gamelearn, provided that Gamelearn considers it suitable for the needs of the market.
4.3. The Personalized Video Games may only be stored on the Platform while there is an active subscription and so long as the Expert’s plan (starter, basic, advanced, premium, unlimited) allows it. If for any reason the Subscription stops being paid, Gamelearn may withdraw and/or eliminate any Personalized Video Game without the Expert having any right to compensation.
4.4. The Expert may not commercialize access to the EDITOR, the Video Game Template, or the subscription to the Catalog. The Expert may solely and exclusively commercialize the use of its Personalized Video Games to its Clients. The Expert may only commercialize the video games owned by Gamelearn and/or the subscription of the Catalog if it has signed a separate distribution agreement with Gamelearn.
5. INTELLECTUAL PROPERTY OF GAMELEARN
5.1. Intellectual and Industrial Property rights Gamelearn
5.1.1. The Expert recognizes that Gamelearn is the owner and titleholder of all exclusive industrial and intellectual property rights over the Platform, as well as the EDITOR tool and the Video Game Templates, including, among other things, the programs, databases, user manuals, graphics, designs, videos, photographs, and equivalent materials, as well as the remaining support elements, identification symbols of any sort, passwords, user numbers, and security elements and symbols that compose and permit the functioning thereof. Gamelearn expressly prohibits clients and/or users from reproducing, modifying or sharing them with external companies. Any amendments made by the Expert under explicit approval and validation by Gamelearn must contain a logo and mention of Gamelearn. The Expert is liable for any unauthorized use of such materials and is aware that the use of such materials without the relevant authorization would constitute, amongst others, a civil offense of infringement of Gamelearn’s intellectual and/or industrial property rights as well as, where applicable, an act of unfair competition. This would constitute a serious infringement of the Agreement which would result in its automatic termination.
5.1.2. Gamelearn grants the Expert an unlimited, non-transferable, and non-exclusive authorization to use the Platform, the EDITOR tool, and the Video Game Templates, strictly for the purposes and the necessary and essential scope to comply with this Agreement.
5.1.3. All Personalized Video Games will include a “Powered by Gamelearn” emblem, which will include a link to the Gamelearn website.
5.1.4. The usage license that Gamelearn grants over the Platform, the EDITOR tool, and/or the Video Game Template to the Expert, under no circumstance permits the Expert to:
a) Interpret this Agreement as an assignment or transfer of the intellectual property rights over the Platform, the EDITOR tool, the Video Game Template, or any content thereof. The Expert may only use them in accordance with the specifications and for the purposes detailed herein. As a result, the Expert must refrain from any operation whose purpose is to localize, translate, disassemble, decompile, decrypt, reverse engineer, disaggregate, repackage, reveal the source code; amend, create derived works or transform in some form them, without the prior written consent from Gamelearn. This would constitute a material breach of this Agreement which would lead to its automatic termination.
b) Copy or reproduce in any form the Platform, the EDITOR tool, and/or the Video Game Template or the Personalized Video Games. The Parties expressly agree that the Expert may not perform a security copy of the Platform, the EDITOR tool, and/or the Video Game Template nor the Personalized Video Games.
c) Use in any manner the distinctive signs, brands, logos, slogans, whether registered or not, or any other type of intellectual and/or industrial property of Gamelearn for any purpose, especially for the promotion of its own products or services or in any other way that may cause confusion or an association with the products and services of Gamelearn or imply to the public that there a link to or endorsement by Gamelearn.
5.2. Intellectual Property of the Expert
5.2.1. The Expert is the owner of the intellectual property rights of the Personalized Video Game so long as the subscription is active.
5.2.2. During the validity of the Subscription, the Expert grants Gamelearn a free global authorization over the Personalized Video Game, including the brands, distinctive signs of any type, slogans, and designs contained therein as well as over the rights of reproduction, distribution, public communication, provision, transformation and, in general, any intellectual property rights over the Personalized Video Game that are necessary, only and exclusively, to put it online via the Platform.
5.2.3. While personalizing the Video Game requires the use of Experts’ Personalized Elements, the Expert will at all times continue to be the holder of intellectual property rights over the Personalized Elements.
5.2.4. The Expert states that it is the sole owner of all rights over the Personalized Elements that will ultimately be included in the Personalized Video Game and that it has obtained the necessary rights and authorizations to use said Personalized Elements and releases Gamelearn from any liability or claim for the use thereof via the Platform.
5.2.5. The Expert also warrants that the Personalized Elements do not infringe upon any third-party right (be it related to image, data protection, intellectual and/or industrial property, or of any other nature). The Expert further warrants that the Personalized Elements are not contrary to law, morality, proper conduct, or any legislation or regulations applicable in the territory in which the Students will access the Personalized Video Games.
5.2.6. At the end of the subscription, the Personalized Video Game will be removed from the Platform, so that the Expert will lose his rights over it, without Gamelearn being able to use the Personalized Video Game or the Expert’s Personalized Elements in any way thereafter.
6. CERTIFICATION OF PERSONALIZED VIDEOGAMES
6.1. The certification of Personalized Video Games is a process through which Gamelearn determines the quality and suitability of the Personalized Video Game in order to include it in the Catalogue available on the Platform, without prejudice to the fact that the Expert may continue to directly commercialize it to its Clients. If a Personalized Video Game obtains the certification from Gamelearn, it may be accessible by the Students of Gamelearn across the whole world and, in turn, the Expert will take part in the profit-sharing system of Gamelearn, as regulated in clause seven.
6.2. The certification procedure will begin at the request of the Expert after payment of the fee in effect at the time. The payment of the fee does not guarantee the effective certification of the Personalized Video Game, it solely guarantees the certification procedure is carried out, regardless of the result of the process. If the certification is not granted, Gamelearn will send the Expert a note explaining why, detailing the motives on which the rejection is based so that the Expert may remedy the situation, and, if it so wishes, may request another certification procedure. The first time that the Expert submits a corrected Personalized Video Game to the certification procedure there will be no additional cost provided that it is done within two months following the rejection.
6.3. If the Expert requests a Personalized Video Game be certified, it undertakes to keep it available on the Catalog for a minimum of five (5) years. After this term, the term of the Certified Video Game on the Catalog will be renewed automatically for terms of one (1) year until the Expert communicates in writing at least sixty (60) days in advance its intention to withdraw it. Gamelearn may withdraw any Certified Video Game from the Catalog by giving two (2) months’ advance notice to the Expert.
6.4. The certification of a Personalized Video Game implies the granting to Gamelearn by the Expert of a free non-exclusive global license, during the term stipulated in section 6.3., over the brands, distinctive signs of any type, slogans, designs contained therein as well as over the rights of reproduction, distribution, public communication, provision, transformation (including translation to any language) and, in general, any intellectual property rights over the Certified Video Game.
6.5. The certification of a Video Game does not attribute liability nor does it imply any recognition by Gamelearn of the Personalized Elements provided by the Expert, who will remain entirely liable for the guarantees issued in sections 5.2.3 and 5.2.4.
7. DISTRIBUTION OF ROYALTIES RELATED TO THE CERTIFIED VIDEO GAMES
7.1. Gamelearn will distribute the royalties obtained from the subscriptions generated from the commercialization of the Certified Video Games through the Platform, also participating in it, by applying the following calculation criteria:
- Ten percent (10%) of the invoicing generated from Catalog subscriptions during the calculation period, will be distributed. Invoicing generated by the Editor, for services or any other concept including invoicing subscriptions to customers who only use games developed by the Editor, is expressly excluded from the distribution.
- The distribution will be proportionate to the level of use of each Certified Video Game (measured as the number of times the Students have completed the Certified Video Game over the total amount of times that all video games of the Catalog have been completed during the calculation period).
7.2. Gamelearn will periodically publish a report with the points obtained by all video games from the Catalog.
7.3. The distribution of royalties will be made by Gamelearn biannually.
7.4. The distribution of royalties is subject to the permanence of the Certified Video Game on the Catalogue, regardless of whether the Expert maintains the Subscription to the EDITOR tool or not.
7.5. Gamelearn reserves the right to unilaterally amend the formula and parameters to calculate the score with the advance written notice of thirty (30) calendar days. If during such term, the Expert declares his opposition to the changes, his Certified Video Games will be automatically deleted from the Catalogue. The absence of opposition from the Expert in said term will be considered as tacit acceptance of the modifications.
7.6. Pursuant to section 7.1, the use of a Certified Video Game by a Client under different rules than those of the subscription will not form part of the calculation basis for the distribution of the royalties established in said section. In this case, Gamelearn may put the Client in contact with the Expert so that it may commercialize it directly.
8.1. The Expert undertakes, on its own behalf and on behalf of its Users, to not disclose to any third party and to maintain confidential any type of written and/or oral information received from Gamelearn and vice versa (including any type of report, article or document prepared by Gamelearn), undertaking to protect the confidentiality of the information received, in the same way, it protects the information of its own property of a similar nature. No such information may be copied or reproduced without prior written consent from Gamelearn.
8.2. The Expert undertakes to return any confidential information that it has received from Gamelearn regardless of the format in which it was delivered, once the subscription has ended or when so required by Gamelearn.
8.3. Gamelearn undertakes to require all employees to whom it must disclose the Expert’s confidential information to enable the provision of services under the relevant contract to enter into a confidentiality agreement containing limitations on the disclosure of such information in terms equivalent to those provided for in this Agreement.
8.4. Additionally, the Expert undertakes to eliminate any business analysis, compilation, study, or other document or file prepared by the Expert that is generated from the information provided by Gamelearn or to which it has had access in the context of access and use of the EDITOR and/or the Platform, regardless of the format on which it is located.
8.5. This obligation will remain in force after the termination of the Subscription for any reason. This obligation will not apply to any information that: i) be in the public domain or made public due to reasons other than a breach by the Expert; ii) is already in its possession, has been independently developed or obtained by a third party that is not obligated to keep it confidential; or iii) when the obligation to provide or reveal information classified as confidential is imposed by law or by any competent judicial or administrative authority.
9. FEES, INVOICING, AND PAYMENT
9.1. Subscription and payment by the Expert
9.1.1. The cost of the Subscription depending on the plan chosen by the Expert will be detailed in the budget sheet and/or through an online purchase process.
9.1.2. Once the Subscription to the Platform is contracted (including the EDITOR), the Expert may not cancel it until the end of the annual or monthly Subscription (depending on the type of payment initially contracted), nor may it request any type of refund of the amounts paid.
9.1.3. If required, additional technical support to that included in each plan will be provided by Gamelearn and will be billed separately.
9.1.4. At any moment, so long as the subscription is active, the Expert may request to change to a higher-level plan. After said request, the price will be adjusted on a prorated basis with regard to the rest of the year of the Subscription in accordance with the commercial conditions in effect. Access to new functions on a higher-level plan will be granted after paying the corresponding amount established in the invoiced associated with the increase. Under no circumstance may the Subscription be changed to a lower-level plan as long as there is an active subscription.
9.2.1. So that the Students may begin to use a Personalized Video Game, it is necessary for the Expert to have an active Subscription and to have acquired sufficient Credits.
Each time a Student consumes a personalized Video Game (the “Consumption”), the Expert will consume 6 credits. A Personalized Video Game will be deemed consumed once the Student has enrolled in a class to play the personalized video game. In case the student does not access the game, the Expert will recover the 6 credits if he cancels the unused registration.
9.2.2. The Credits will not be activated until payment has been made.
9.2.3. The Credits shall remain in force as long as the subscription remains active (annual or monthly). At the time the subscription period ends and is not renewed, the Credits shall automatically expire.
9.2.4. The Expert is responsible for establishing the final price of the Personalized Video Games for its Clients.
9.2.5. Taxes. The prices indicated in this clause do not include applicable taxes (for example value-added tax) in each case in the corresponding jurisdiction. The Expert will assume payment of the corresponding taxes based on the services contracted in accordance with this Agreement. If the payment or collection of said taxes corresponds to Gamelearn, Gamelearn will include the corresponding amount in the invoice except when the Expert submits a valid certificate of exemption issued by the corresponding tax authority.
9.3.1. The payment of both the credits and the subscription can be paid by means of a bank transfer within 30 days from the date of invoice or by credit card when buying in the online store.
10.1. Support for Students will be borne by the Expert responsible for the Personalized Video Game. Under no circumstances, shall Gamelearn be obliged to answer and/or respond to doubts and questions of the Students.
10.2. For technical incidents related to the use of the Platform (including the EDITOR) by the Expert, the Expert must contact Gamelearn’s Customer Success Team to resolve the incident
10.3. The level of service will be determined in the budget sheet and/or through the online purchase process and will depend on the plan selected by the Expert.
11. LIABILITY AND WARRANTIES
11.1. Gamelearn, Expert, Client or Student acknowledge having sufficient capacity to enter into the agreement.
11.2. As a user of the Platform, (including the EDITOR), the Expert is required to hold Gamelearn harmless, as well as defend and completely release Gamelearn from any liability, as well as its managers, agents, representatives, and employees from any liability, harm and damage, loss or expense (including reasonable attorney fees) that could arise for them due to any out-of-court claim, lawsuit, action, litigation or judicial or administrative process related to (i) the undue use of the Platform (including the EDITOR); (ii) an infraction by the Personalized Elements provided by the Expert or by the Personalized Video Games of any third-party rights, be they rights related to intellectual or industrial property, image or of any other nature; as well as (iii) content or statements made or included by the Expert, its employees and users on the Platform (including the EDITOR) as well as (iv) any direct or indirect infringement of Gamelearn’s intellectual or industrial property rights.
11.3. Gamelearn undertakes to grant access to the Expert to the Platform and to make the maximum effort to maintain an acceptable level of fulfilling its contractual obligations but does not warrant neither explicitly nor implicitly, that at any given moment the hosting service provided by a third party is not interrupted or the integrity of the information stored or transferred on the internet is not harmed. The Expert expressly states that it is aware that the provision of the hosting service may suffer involuntary interruptions or interruptions that result from performing maintenance, improvement works, or updates. Gamelearn is neither liable for unauthorized third-party access to information of the Expert stored on the system arising from a vulnerability of the systems currently existing on the market or for the loss thereof.
11.4. Gamelearn may temporarily interrupt access or availability of the hosting service for security reasons or due to restructuring of IT resources in order to improve the provision or configuration thereof. In any case, Gamelearn will make a maximum effort to notify the Expert insofar as possible and with sufficient notice of the periods of time interrupted by the services so that any such interruptions have a minimum impact on the Expert.
11.5. Gamelearn, under no circumstance, will be liable for any interruptions to the services that are owed to causes of force majeure or the improper use thereof by the Expert or its Users. In this regard, Gamelearn does not warrant the correct functioning of the EDITOR, of the Platform, and/or of the Video Game Template when combined with hardware or software different from those of the technical specifications and requirements indicated by Gamelearn.
11.6. Gamelearn does not provide any warranty for damages or losses that could be caused to data, content, or other Personalized Elements provided by the Expert, its Clients, or the Students. It is the Experts duty to preserve a security copy of all elements it owns.
11.7. The Expert undertakes not to grant access to the Platform to persons outside his or her organization, with the exception of students. The Expert undertakes not to disclose or share any graphic material owned by Gamelearn (designs, characters, logos, scenarios, or similar), except for the purposes explicitly requested in writing and previously approved by Gamelearn such as communication actions, publication in the company’s internal LMS or other promotional purposes.
11.8. Both parties accept that Gamelearn authorizes the use of the Platform, the EDITOR tool, and the Video Game Template as made available by the Expert (as is), and as a result, Gamelearn is not liable if these elements do not fulfill business proposals, purposes and/or technical specifications other than those expressly indicated by Gamelearn. In this regard, Gamelearn only warrants the fulfillment of said technical specifications and not that the Platform, the EDITOR tool, and the Video Game Template are usable or valid for the use that the Expert attempts to use them for. Additionally, Gamelearn assumes no liability for direct or indirect damages suffered by the Expert or by third parties as a result of its use or use by third parties of the Platform, the EDITOR tool, the Video Game Template, or the Personalized Video Game, neither for knowledge obtained therefrom.
12. PERSONAL DATA PROTECTION
12.1. Processing warranty
12.1.1. Both parties represent and warrant the fulfillment of the legal obligations that correspond to them on personal data protection, having adopted the necessary security, confidentiality, and integrity measures of the personal data in order to prevent their amendment, loss, processing, or unauthorized access pursuant to applicable legislation and in view of the state of the art, the nature of the data and the risks to which they are exposed. Each of the parties will be liable for any breach of the obligations that correspond to it on data protection, in accordance with this Agreement and applicable legislation.
12.1.2. For the execution of the services derived from the fulfillment of the object of this contract, it will be necessary for Gamelearn to access and process data on behalf of the Expert, for which purpose the perceptive manager agreement is established.
12.2. Data Communication
12.2.1. In case the Expert communicates Gamelearn personal data from the Students, the Expert, acting as assignor, guarantees to have obtained the express consent of the Students in the moment of the data collection, whose personal data will be communicated to Gamelearn, having previously informed in accordance with the requirements of the legislation in force in data protection issues.
12.2.2.The Expert also declares that he has adopted the legal, technical, and organizational measures to guarantee the security and legal use of the personal data of the Students by Gamelearn.
12.2.3. Gamelearn reserves the right to require the Expert to provide evidence of compliance with the obligation provided for in paragraph 1 above concerning the duty of information and obtaining the express consent of the data holders.
12.2.5. In the event that Gamelearn suffers any kind of claim or administrative sanction in relation to the processing of Student data arising from the failure to comply with the data-protection-related obligations of the Expert, the Expert undertakes to defend, indemnify and hold Gamelearn harmless in respect of any and all damages, costs, losses, and expenses (including, but not limited to, the fees of solicitors, lawyers, experts, and notaries, although their intervention is not mandatory, and court costs) arising from such a claim or administrative sanction.
12.3. Data of the Expert’s legal representative
12.3.1. The personal data of the individual signing this Agreement on behalf of the Expert must be processed by Gamelearn with the purpose of maintaining this contractual relationship. As a result, the legal basis for processing is the fulfillment of contractual obligations. The personal data will be preserved for the term necessary to fulfill the aforementioned purpose, as well as for as long as it is necessary to fulfill the legal obligations and claim the pertinent liabilities.
12.3.2. The representative is duly informed of the existence of the right to request from Gamelearn access to his or her personal data as well as the rectification, elimination, or limitation thereof and to oppose processing, as well as the right to portability of his or her data, which may be exercised by sending a written notice to Gamelearn at firstname.lastname@example.org. Additionally, the representative is informed of the right to submit a claim with the Spanish Data Protection Agency.
13. AMENDMENT TO THE AGREEMENT
13.1. Gamelearn reserves the right to amend at any moment these General Conditions. The amendments by legal imperative or force majeure will be valid once the updated version of the General Conditions is published on the website and https://www.game-learn.com/ and the Expert is notified. Other amendments shall also be notified to the Expert and shall enter into force on the start date of the following annual subscription period after renewal. If the Expert does not cancel the subscription in accordance with section 14.1, changes shall be deemed to have been accepted.
13.2. Acceptance by the Expert through the signing of the corresponding budget and registration form and registration on the Platform constitutes consent and acceptance of the clauses contained in this Contract after making them available for inspection.
14. DURATION OF THE SUBSCRIPTION. TERMINATION
14.1. The service provided by Gamelearn will operate on an annual or monthly basis with payment in advance. In the case of annual periods, the subscription shall be tacitly renewed for periods of equal duration unless terminated at the end of each annual period by either party by giving sixty (60) days’ notice prior to such date, or at any other time in accordance with the provisions of this clause. In the case of monthly periods, it shall be tacitly renewed for periods of equal duration unless terminated at the end of each monthly period by either of the parties without the need for prior notice.
14.2. Causes for termination
14.2.1. A breach of the obligations, commitments, and guarantees contracted in this document by the Expert authorizes Gamelearn to terminate the agreement. Prior to the termination, Gamelearn may send a certified notice to the Expert giving the Expert ten (10) days to remedy the detected breach, noting that in case the breach is not remedied, the subscription will be terminated, obligating the Expert to indemnify Gamelearn for any damages caused.
14.2.2. The following are also causes for termination:
a) Gamelearn may terminate the subscription totally or partially as a result of a failure to pay or delays in payment of the amounts owed to Gamelearn of more than thirty (30) days from the date of termination of the corresponding invoice.
b) Gamelearn may unilaterally terminate the agreement if the Expert directly or indirectly violates any of the intellectual property rights of Gamelearn or of a third party.
c) The Expert may unilaterally terminate the agreement at any moment after the payments owed for using the Platform are paid on time. Under no circumstances may the Expert request a reimbursement of these amounts.
d) In the case of any type of plan without a fixed cost (fixed subscription fee), Gamelearn may unilaterally terminate the Contract if there is no credit consumption on the Expert’s account for a continuous period of more than 9 months. In this case, the Credits shall automatically expire on the date of termination.
14.3. Effects of the termination
14.3.1. Once the Subscription is terminated for whatever reason, the Platform will be permanently inaccessible for the Expert and its Clients and Students.
14.3.2. Additionally, the Expert undertakes to return all material, documents, and information related to the EDITOR and/or the Platform provided by Gamelearn and to destroy any type of documentation, file, material, or information of any type or on any storage medium related thereto.
14.3.3. In the event of termination, Gamelearn:
– Under no circumstance is required to return the data and Personalized Elements of the Personalized Video Game provided by the Expert.
– Under no circumstance will use the data and Personalized Elements provided by the Expert. Gamelearn will withdraw any Personalized Video Games from the Commercialization Platform.
– Is not obliged to keep the Personalized Video Games.
15.1. Relation between the parties. The Expert will act at all times as an independent organization. As a result, relations between the Expert and Gamelearn will be solely and exclusively of a corporate nature, and acceptance of this Agreement shall not imply the constitution of any type of relationship among them. Therefore, none of the stipulations of this agreement may be interpreted as attempting to constitute a partnership, company, agency joint venture, or any other similar type of relations. Ultimately, none of the parties may act on behalf of the other or acquire commitments or responsibilities from the other party.
15.2. Integrity. Each of the clauses of this document must be interpreted separately and independently from the others. If any of them become invalid, illegal, or inexecutable by virtue of a legal norm or are declared null or invalid by any court or administrative authority, the nullity or invalidity thereof will not affect the other clauses, which will remain fully valid and effective, provided that said clause is independent from the rest and is not so important that it would have not been formalized without it.
15.3. Waiver. Not exercising any of the rights set forth herein by any of the Parties does not imply the waiver thereof, unless the holder of the right or power declares said waiver clearly and in writing.
15.4. Independence. The Parties are two distinct legal entities, each one with human staff independent from the other Party. As such, each one is responsible for its own staff, labor, and social security obligations. Both Parties state that they have sufficient elements to take on all obligations arising herefrom and undertake to hold the counterparty harmless from any type of dispute that could arise with any member of its own staff.
15.5. Assignment. The Expert shall not totally or partially transfer the rights and obligations derived from this Agreement without prior written authorization from Gamelearn.
15.6. Force majeure. Gamelearn and the Expert will not be liable for a breach or delay in the fulfillment of their respective obligations in accordance with the Agreement if they are due to events that cannot be reasonably controlled or that are not attributable to the bound Party (“Events of Force Majeure”), for example, but not limited to, accidental acts, war, disturbances, civil unrest, strikes, lockouts, labor disputes, malicious damage, fulfillment of the changes in legislation or orders, regulations, rules or governmental mandates, accidents, fires, floods, storms or worldwide shortage of a component. The lack of or delay in the availability of general telecommunication services will also be considered Events of Force Majeure. If the Event of Force Majeure continues for more than 90 (ninety) days, or at any moment an end to the Event of Force Majeure is not foreseeable within 90 (ninety) days from the beginning, either of the Parties may terminate the Agreement by notifying the other Party.
15.7. Notifications. All notices and notifications that may or must be given in relation to the stipulations of this document shall be given in writing and sent by registered post with proper postage, or by any other means that reliably attest to their delivery, to the addresses shown on the front of this document.
16. APPLICABLE LEGISLATION AND JURISDICTION
16.1. This Agreement is governed by Spanish law.
16.2. The parties agree that any divergence, conflict, or doubt arising between them in relation to the fulfillment, breach, or interpretation of this agreement shall be ultimately resolved with the Courts and Tribunals of the City of Madrid, (Spain) and expressly waive any jurisdiction that could correspond to them, should it be different.