Meraki - Marketplace

Minecraft Hosting Services Agreement

The terms and conditions of this Minecraft Hosting Services Agreement (the “Agreement”) will become effective as soon as the Client accepts a quotation relating to a Hosting Package as provided by us in writing. The Agreement will constitute a legally binding agreement made between you (“you” or the “Client”), and Meraki Entertainment (the “Service Provider”), concerning your access to and use of the hosting services You agree that in order to use our services, you must accept these Terms of Service. Please read these Terms of Service carefully, to make sure that you understand each provision.

1. Definitions

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

1.1 Data Protection Legislation means all applicable legislation in force from time to time in the Netherlands applicable to data protection and privacy including, but not limited to, the General Data Protection Regulation ((EU) 2016/679).

1.2 Downtime means the non-availability of one or more parts of the Hosting Services as defined in Clause 4.2.

1.3 Fees means the fees payable by the Client to the Service Provider.

1.4 Hosting Package means the specification under which the Hosting Services and Fees shall be determined and provided as set out in Schedule 1;

1.5 Hosting Services means the website hosting services provided by the Service Provider.

1.6 Quotation means any specified statement of the Hosting Package, to which this Agreement is expressly applicable.

1.7 Scheduled Service Downtime means Downtime which is pre-planned by the Service Provider for maintenance, upgrades and similar activities.

1.8 Service Levels means the agreed levels to which the Service Provider’s performance in providing the Hosting Services must adhere as set out in this Agreement.

1.9 Service Provider means Meraki Entertainment, a business registered in accordance with the laws of the Netherlands under business number 78281121, at Kerklaan 10, 8066PJ Belt-Schutsloot, Overijssel, the Netherlands.

1.10 Uptime means the normal, fully functional availability of the Hosting Services and all components thereof.

2. Provision of Hosting Services

2.1 By accepting Quotation in writing, the Client will accept the terms and conditions of this Agreement.

2.2 The Service Provider shall, throughout the term of this Agreement, ensure that the Client has access to the Hosting Services in accordance with the terms and conditions of this Agreement, the provisions of the Hosting Package and the Service Levels.

2.3 The Service Provider shall ensure the provision of the Hosting Services shall comply with all applicable laws and industry standards.

2.4 The Service Provider may alter, improve or otherwise modify the Hosting Package provided that any such change will not significantly alter the provision of the Hosting Services or result in the removal of any features or services that form part of the Hosting Package. The Client will be notified no later than 15 business days in advance of any planned changes and will receive full documentation of any action required on their part.

2.5 The Service Provider reserves the right to: (a) refuse the provision of services (with a full refund) at its own discretion until the server is activated and (b) temporarily stop the Client’s servers to have routine maintenance carried out; due to DDOS or other attacks; or in response to a natural disaster or force majeure event.

3. Client’s Obligations

3.1 The Client shall provide the Service Provider with such information in connection with the Hosting Services and the provision thereof as the Service Provider may, from time to time, reasonably require both before and during the provision of the Hosting Services.

3.2 The Client shall comply with any and all terms and conditions which the Service Provider may apply to the Hosting Services.

3.3 The Client is provided with full access to the server and assumes all responsibility therewith.

3.4 The Client may only use the Dedicated Service in a way that does not violate copyright and related rights, as well as the current legislation applicable. It will be the Client’s responsibility to monitor the content hosted on the Dedicated Server for its compliance.

3.5 All issues related to the Client’s use of the Dedicated Server and its efficiency are only accepted if issued to the Service Provider in writing.

3.6 If the Dedicated Server, or any other server or network related thereto, is blocked or affected by the Client’s use thereof in breach of these terms, applicable law, or through another form of misconduct, the Client shall be liable for all costs relating thereto and third-party claims for which the Service Provider is held liable.

3.7 The Client may not: a. use the Hosting Services for any purpose of in any manner other than agreed; b. use the Hosting Services in any way that could damage the Service Provider’s reputation; c. permit any third party access to the Hosting Services; or d. transfer, sublicence, rent, lease, or lend the Hosting Services or use it for commercial time sharing.

4. Service Levels

4.1 The Service Provider shall use reasonable endeavours to ensure an Uptime rate of 100%.

4.2 For the purposes of this Agreement, Downtime refers to one or more whole periods of at least 30 minutes commencing upon the submission by the Client of a support ticket informing the Service Provider of the non-availability of the Hosting Services, and provided that the issue was caused by or through the Hosting Services and not a third-party software or network used by the Client.

4.3 The credit available to the Client after Downtime exceeding 30 minutes shall be in the form of a discount of the monthly invoice. The total discount shall be 1% for every 15 minutes after 30 minutes of Downtime. The discount will be applied to the Fee payment due immediately following the Downtime. Discounts will never exceed 100%.

Outage Time Frame Credited Amount 30-45 minutes 1% of monthly invoice 45-60 minutes 2% of monthly invoice 60-75 minutes 3% of monthly invoices Etc.. 24+ hours 100% of monthly invoice

4.4 Downtime shall not include any of the following instances: a. Scheduled Service Downtime; b. any failure of the Client’s own computer systems, network, or software; c. failure by the Client to comply with the Service Provider’s reasonable instructions; d. a breach by the Client of any terms or restrictions of the Hosting Package, including, but not limited to, exceeding data storage or transfer limitations; or e. a force majeure event.

5. Scheduled Service Downtime

5.1 Scheduled Service Downtime may need to be carried out from time to time in order to perform maintenance and upgrades on its computer systems, network and infrastructure.

5.2 The Service Provider shall use reasonable endeavours to ensure that any period of Scheduled Service Downtime causes minimal disruption to the Hosting Services and is as brief as is reasonably possible.

5.3 The Service Provider shall notify the Client of Scheduled Service Downtime no later than 48 hours prior to the start of the same.

6. Fees and Payments

6.1 The Client shall pay the Fees to the Service Provider on a monthly basis in accordance with the pricing structure of the Hosting Package as consideration for the Hosting Services provided by the Service Provider in accordance with the terms and conditions of this Agreement.

6.2 All payments required to be made pursuant to this Agreement by the Client shall be made at monthly intervals, without any set-off, withholding or deduction.

6.3 If the Client fails to pay on the due date, the Service Provider will issue a formal reminder to the Client after 14 days. If the Client does pay within 14 days of the notice being sent, then the outstanding amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at a rate of 8% per annum.

7. Liability

7.1 This Clause 7 sets out the entire financial liability of the Parties to each other for any breach of this Agreement and any use made by the Client of the Hosting Services.

7.2 Parties shall defend, indemnify, and hold harmless the other Party from any and all damages expenses or liability resulting from or arising out of, any negligence, misconduct, or breach of this Agreement on the indemnifying Party’s part.

7.3 The Service Provider shall not be liable for any damages whatsoever which may arise under or through this Agreement, unless the Service Provider demonstrably acted with intent or deliberate recklessness to cause such damages. The Service Provider shall under no circumstances be liable to any shortcomings attributable to third parties.

7.4 The Service Provider shall not be liable for unintentional disclosure of confidential or other information; for malicious or fraudulent activities of third parties; for intentional obstruction of the Hosting Services by a third party; for inability to access the Hosting Services due to fault of a third party;

7.5 The Service Provider shall in no way be responsible for any errors deriving from the failure of the Client’s connection to any service or server, or any technical criticalities related to process the NFT works and transfer of their ownership (including gas fees, third-party fees, clogging of the reference blockchain network, and so on).

7.6 To the maximum extent permitted by applicable law, the Service Provider shall not have any liability to the Client for any indirect, special, incidental, consequential, or punitive damages, however caused. This shall include loss of profits; loss of sales or business; loss of agreements or contracts; loss or damage to goodwill; loss of non-personal data; or any other indirect or consequential loss.

7.7 Without prejudice to the foregoing, the total liability of the Service Provider arising out of or in connection with this Agreement shall be limited to 100% of the Fee paid or payable by the Client in the three months prior to the damage arising.

8. Term and Termination

8.1 This Agreement will come into force on the Effective Date for an initial term as set out in the Hosting Package (the “Initial Term”).

8.2 Following the end of the Initial Term, the term of the Agreement may be automatically renewed for further periods of equal length (each a “Renewal Term”).

8.3 Either Party may terminate this Agreement by giving to the other not less that 30 days’ written notice in advance of the expiry of the Initial Term or any Renewal Term.

8.4 Either Party may forthwith terminate this Agreement by giving written notice to the other Party if: a. any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 30 of the due date for payment; b. the other Party commits any other material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach and requiring it to be remedied; or c. the other Party ceases, threatens to cease, or is forced to cease to carry on business.

8.5 The Client shall have the right to forthwith terminate this Agreement by giving written notice to the Service Provider in the event that the Service Provider fails to provide the Hosting Services in compliance with the Service Levels for a continuous period of 3 months.

8.6 The right to terminate this Agreement given by this Clause 8 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

8.7 Upon the termination of this Agreement for any reason: a. any sum owing by either Party to the other Party under any of the provisions of this Agreement shall become immediately due and payable; b. any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect where they are expressly stated to survive such termination; c. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination; and d. the Service Provider shall forthwith remove any and all information belonging to and pertaining to the Client from its computer systems.

9. Miscellaneous

9.1 Force Majeure. Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, third-party (internet) service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, public health crises, or any other event that is beyond the control of the Party in question.

9.2 Relationship. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.

9.3 Entire Agreement. This Agreement contains the whole agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement.

9.4 Nature. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by law are excluded to the fullest extent permitted by law.

9.5 Non-Assignment. The Client may not assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the Service Provider.

9.6 Amendment. No modification of this Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both Parties.

9.7 Non-Waiver. Unless otherwise agreed, no delay, act or omission by a Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

9.8 Survival. A provision that by its intent or terms is meant to survive the termination of the Agreement will do so.

9.9 Severability. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.

9.10 Headings. The clause headings in this Agreement are inserted for convenience and reference only and shall not be used in the interpretation, modification, or amplification of the terms of this Agreement nor any clause herein.

10. Applicable Law and Jurisdiction

10.1 This Agreement will, in all respects, be governed by and construed under the laws of the Netherlands.

10.2 The Parties hereby consent and submit to the exclusive jurisdiction of the courts of the Netherlands in any dispute arising from or in connection with this Agreement.

10.3 Prior to initiation of legal procedures, the Parties shall within 5 business days after the arise of any dispute, first attempt to resolve their dispute informally and in good faith.