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Terms of Service
Terms of Service for Chilli Connect Limited
1. Information about us
There are the terms of service for Chilli Connect Limited (“us/we/our”) which apply to all use of the ChilliConnect service (“Service”) and of our related software development kits (“SDKs”).
We reserve the right to amend these Terms from time to time and will notify you through email and provide you with the new version of the Terms if that happens. Your continued use of the Service and SDKs will be deemed to be acceptance of any new Terms.
Chilli Connected Limited is a limited liability company incorporated in Scotland. Our company number is SC549012, and our registered office is c/o Tag Games Ltd, Seabraes House, Greenmarket, Dundee, Scotland, DD1 4QB.
2. Trial Use
Where we make the Service available to you on a free trial basis your use will be subject to these Terms with the exception of the ‘Payment’ section.
3. Our contract with you
Your contract with us is formed when you accept these terms of service. You are then able to register to create an account (“Account”). Our rights to suspend or terminate the Service are covered below. However you can choose to stop the Service at any time although this shall not affect any payment obligation which is outstanding at the time you stop the Service.
We shall be entitled to terminate the Contract at any time if you are in material breach of the Contract (e.g. fail to pay fees) and either you fail to remedy the breach within the timescale we request or the breach is not capable of being remedied. We shall also be entitled to terminate the Contract if you become insolvent. Where we terminate the Contract due to your breach we shall not be obliged to refund any fees you may have paid us. These rights of termination will also apply to you against us.
“Authorised Users” mean you and the other people who you allow to access your Account. Unless we confirm to you otherwise in writing there is no limit on the number of Authorised Users who can access your Account in order to use the Service.
We are entitled to amend the features of the Service at any time but will give you as much notice as is reasonably practicable.
4. Use of your account
Once the Contract is formed, and subject to you and your Authorised Users complying with these Terms, you will be entitled to use, and permit Authorised Users to use, the Service via your Account for the purpose of development and testing of your computer games projects (“Games”) and for the use within live game play for such Games. Your use is limited to integrating the Service into a Game and for adding features to a Game. You are not authorised to resell the Service. Other than permitted use of our Service within a Game via our ChilliConnect website, www.chilliconnect.com, you are not permitted to make the Service available via a website or other medium.
You are responsible for your Authorised Users use of the Service.
Authorised Users subject to Terms
Authorised Users use of the Service will be subject to these Terms. Each Authorised User shall keep a secure password for his use of the Service via your Account. You must only allow Authorised Users to access your Account to use the Service. If you discover any unauthorised use of the Service you must promptly let us know.
You must keep your password and account details secure and ensure that only you and Authorised Users access your Account.
You and your Authorised Users shall not store or transmit any computer virus, or any material during the use of the Service that:
is unlawful, threatening, defamatory, obscene, infringing , discriminatory or is racially offensive;
facilitates or encourages illegal activity;depicts sexually explicit images; or promotes unlawful violence or causes damage or injury to any person or property, and we reserve the right, without liability to you, to disable your access to any material that breaches this provision.
In addition you and your Authorised Users shall not modify, adapt or reverse engineer any part of the Service and you shall not be permitted to use the Service for the purpose of brining an intellectual property infringement claim against us or for the purpose of creating a product or service which is in direct competition with us.
You and your Authorised Users must keep within any fair usage limits that we advise you of in writing from time to time. If you fail to keep with such limits we will be entitled to terminate the Contract and in cases where there is severe excess usage which is interfering with the ability of others to use the Service we shall be entitled to remove your Games without notice and without liability to you.
You are responsible for complying with the laws of the country from where you use the Service and to ensure you have all necessary permission and consents in place in relation to your use of the Service.
The “Players” are the individuals who play your Game or Games. The terms of the “Prohibited Use” section above apply to Players as well as Authorised Users. As you make your Games available to Players, it is your responsibility to ensure that the same, or substantially the same, Prohibited Use terms are imposed by you as a condition of Players being able to access your Games. Furthermore, we are entitled, without liability to you, to disable access to your Games, if these Prohibited Use terms are breached by a Player. You are limited to 100 Players per day when using the Service for testing and development of your Game(s).
6. Licence to use SDKs
Our SDKs can be downloaded and used free of charge. Each SDK is licensed to you on a non-exclusive basis for use with the Service and for no other purpose whatsoever. Use of our SDKs is optional as you do not need to use our SDKs to be able to use the Service. We reserve the right to remove or update our SDKs at any time.
You may not copy, modify or reverse engineer the SDKs or otherwise attempt to extract the source code of the SDKs or of any other software forming part of the Service.
Payment terms will be shown on our ChilliConnect website, https://www.chilliconnect.com/pricing. We allow free usage of the Service for trial purposes for a period of 30 days. You must contact us (by phone, email or via our website) if you wish to use the Service for live game play of your Game. When you contact us the payment terms for such live gameplay use of our Service will be confirmed. We will invoice you based on your usage of the service at the beginning of the month, with payment being automatically taken 3-5 business days later. Where requested by us you must provide valid credit card details and other contact and billing details as we may reasonably require.
If payment is processed by credit card (or similar card) we will use a trusted third party payment provider. We don’t save or store your card details. Where your card payment is not successful we will contact you and may suspend access to your Account until payment has been made.
If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies we may disable your Account and access to all or part of the Services and shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. In addition interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid.
We reserve the right to vary our charges for the Service at any time and we will notify you if we do so.
8. Ownership of data
You are solely responsible for all the data (including Games) which you or your Authorised Users or Players enter or upload in using the Service (“Your Data”), and any intellectual property rights in Your Data will be owned by you. However by submitting or posting Your Data on or through the Service you are authorising us to use it for the purpose of providing you with the Service.
If we process any personal data on your behalf when performing its obligations under the Contract you agree that you shall be the data controller and we shall be a data processor (as the terms ”personal data”, “processing”, “data controller” and “data processor” are defined in the DPA) and in any such case:
- we shall not transfer or store any personal data outside the EEA in order to perform the Service and our other obligations under the Contract without your prior written approval;
- you shall ensure that you are entitled to transfer the relevant personal data you disclose to us so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf;
- we shall process the personal data only in accordance with the terms of the Contract and any lawful instructions given by you from time to time;
- we shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage. If such unauthorised or unlawful processing of personal data occurs, or if accidental loss, destruction or damage occurs, we shall promptly notify you within 24 hours, and we will take all reasonable steps to mitigate the effects and damages of such event;
- if we contract a sub-contractor which will be processing personal data, we will ensure that each sub-contractor has the same obligations as us with respect to personal data processed on your behalf;
- we will provide you with information about all sub-contractors which may come to process personal data;
- we will be liable for the acts and omissions of our sub-contractors to the same extent we would be liable if performing the services of each sub-contractors directly under these Terms;
- to the extent you do not have the possibility to correct, amend, block or delete personal data as required under the DPA, we will comply with any reasonable request by you to facilitate such action;
- we will provide reasonable cooperation and assistance in relation to handling of a player’s request for access to its personal data;
- we will ensure that our personnel which process player’s personal data are informed of the confidential nature of the personal data, have received appropriate training of their responsibilities, and are subject to confidential obligations which survives the termination of its engagement with us; and
- we will ensure that access to personal data is limited to those personnel who require such access to perform our obligations under the Terms.
We have the right to remove any of Your Data in breach of these terms and you agree to immediately take down any such Data. If a Game is inactive for more than 24 months we reserve the right to remove the Game and delete all Your Data relating to it. However we will give you 30 days’ notice before we do so, and make Your Data available to you if requested during this period. We will provide written certification that Your Data has been deleted. Upon occurrence of any termination or expiration of the Contract, or where you remove a Game, we will retain all Your Data related to it for 24 months before deleting it, unless you request deletion of Your Data in which case the data will be deleted within 30 days from your request. We will provide written certification that Your Data has been deleted.
We shall comply with all applicable EU privacy regulations, including with the General Data Protection Regulation or “GDPR” from it’s effective date (May 25th 2018), in relation to use of Your Data.
In providing the Service we recognise that in storing and processing Your Data, some of which could be personal data, we will be acting as a Data Controller. Our legal basis to undertake such activity is provided by this agreement. We utilise sub-processors in the provision of the Service. Amazon Web Services (AWS) provides various hosting and data management functions and Stripe is used to provide payment services.
To ensure we can communicate effectively with you in regards to providing the Service we may be required to store data relating to our business relationship on CRM and marketing platforms. Where personal data is requested, stored and processed we will always gain your consent.
9. Availability of Service
We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except where we require to carry out maintenance although we will give you advance notice of this where we reasonably can.
You are solely responsible for procuring and maintaining your network connections and telecommunications links in order to use the Service. We are not liable for any delays, delivery failures and any other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet including but not limited to firewalls.
10. Audit Rights
From the effective date of GDPR (May 25th 2018) and at a maximum of once a year and upon thirty (30) days written notice, you shall be entitled to, by yourself or through a representative, audit us with the requirements set forth in this Agreement. You hereby acknowledge and agree that any person appointed to perform such audit shall have reasonable relevant experience and that we shall be informed in advance and in writing about the scope, timing and duration of the audit. We shall assist the person performing the audit with documentation, access to premises, IT systems and other assets necessary to monitor compliance. We shall also ensure that you have the corresponding rights in relation to any subcontractor.
The parties may agree on alternative follow-up procedures, such as a review conducted by independent third parties. We shall be permitted to charge you our standard professional services rates for reasonable and documented time spent on the audit unless you find during the audit that we have not respected the terms of this Agreement and/or have been processing personal data in an unlawful way. Access to any IT systems during an audit will be on the condition that our obligation as data processor are not compromised. As an SaaS platform, our systems are multi-tenant in nature and hold data for different customer accounts, so unrestricted access during an audit may not be possible.
11. Our rights in our Service
The ChilliConnect Service is our proprietary service, and all intellectual property rights in it and our SDKs are owned by, or validly licensed to, us.
Software and related documentation provided in relation to the Service is only provided in relation to your use of the Service. Except where this is part of your legitimate use of the Service you are not permitted to copy, modify, republish, download, display or distribute all or any part of such software or documentation in any form or media or by any means. Nor are you permitted to reverse compile, disassemble, or reverse engineer such software or make use of such software or documentation to build a product or service which competes with our Service.
We shall be entitled to reference your name and the name of your Games in any marketing material we use for the Service and our business generally. Where you have provided us with a logo or trademark we are authorised to use this in relation to any such reference.
The Service is provided on an ‘as is’ basis and we do not guarantee that the service will be suitable for your intended use, that it will be bug free or that it will always be available. With exception for any liability in connection with 1) death or personal injury caused by our negligence; 2) for fraud or fraudulent misrepresentation; 3) gross negligence or wilful misconduct; 4) any breach of our confidentiality obligations under these Terms; or 5) any breach of our, or our sub-contractors’, obligations under § 8 of these Terms, we shall not be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss, and our total aggregate liability arising under the Contract or otherwise relating to the Service shall be limited to the total of charges paid by you in the previous 6 months.
14. General legal provisions
If we choose to waive any particular right we have under the Contract on any particular occasion this does not prevent us from exercising that right on another occasion.
If any part of the Contract is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Contract.
Neither party is entitled to transfer or assign its rights and obligations under the Contract to anyone else without the other party’s prior written permission.
Any confidential information which we disclose to you or which you disclose to us will be kept confidential and only used for the purpose it was disclosed for.
If there are any disputes arising out of your use of the Service or relating to the Contract then these will be governed by the laws of Scotland. If either party require to raise court proceedings in relation to any such dispute then these proceedings must be raised in Scotland.
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