Last updated 24/01/2021

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “Client”), and Meraki Entertainment (also referred to as “we,” “us” or “our”), concerning your access to and use of 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.

Capitalized terms in these Terms of Service are defined in Article 18.

1. General Terms of Service

1.1 Applicability. These Terms of Service apply to all Services offered by Meraki Entertainment, except where expressly indicated to the contrary.

1.2 Authority. You may not enter into any Contract with Meraki Entertainment, nor accept these Terms of Service, if you do not have the required authority or minimum legal age to form a binding legal agreement with Meraki Entertainment.

1.3 Acceptance. The use of the Services requires the unconditional acceptance by the Client of the applicability of these Terms of Service. It is the Client’s responsibility to read and understand all the Terms of Service prior to using any of the Services. If you do not agree with these Terms of Service, do not use the Services.

1.4 Client Terms. All terms and conditions used by the Client that are contrary to these Terms of Service are hereby rejected and therefore do not apply to the legal relationship between the Client and Meraki Entertainment.

1.5 Conflicts. Where any of these Terms of Service conflict with or contradict any term of a Contract with the Client, the Contract will prevail.

2. Performance of the Services

2.1 Changes to Services. The Client acknowledges and agrees that the form and nature of the Services which Meraki Entertainment provides may change from time to time. As part of Meraki Entertainment's efforts at continuing innovation, the Client acknowledges and agrees that Meraki Entertainment may at its sole discretion, and without prior notice to the Client, stop (permanently or temporarily) providing the Services (or any features within the Services) to the Client.

2.2 Sub-Contractors. If and insofar the proper execution of the Contract requires so, Meraki Entertainment has the right to have certain Services performed by third parties or to subcontract the Services or part thereof.

3. Acceptable Use Policy

3.1 Acceptable Use. The Client may not use the Services in any manner or for any purpose other than as expressly permitted by the Contract.

3.2 Restrictions. The Client shall not, and shall not permit any third party, to:

(a) access or attempt to access the Services (or any part thereof) or any related systems or networks that are not intended or made available for public use, or access and/or engage in any use of the Services for fraudulent or illegal purposes;

(b) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code, underlying ideas or algorithms in connection with any aspect of the Services (or any part), except to the extent permitted by law;

(c) probe, scan or test the vulnerability of the Services or any related systems or networks, or breach the security or authentication measure of the Services or any network or systems connected to the Services;

(d) circumvent, disable or defeat any of the security features or components (such as digital rights management software or encryption) that protect the Services;

(e) directly or indirectly copy the Services (or any part) except for backup and archival purposes, or modify, translate, or alter in any manner, the Services (or any part), or create derivative works based on the Services (or any part);

(f) create Internet ‘links’ to the Services or ‘frame’ or ‘mirror’ any part of the Services, other than on the Client’s own intranets or otherwise for its own internal business purposes;

(g) republish, upload, post, transmit, disclose, or distribute (in any format) the Services (or any part) except as permitted herein;

(h) access or use (in any format) the Services (or any part) through any time-sharing service, service bureau, network, consortium, or other means;

(i) rent, lease, sell, sublicense, assign, or otherwise transfer the Client’s license rights to any third party, whether by operation of law or otherwise;

(j) remove, relocate, or otherwise alter any proprietary rights notices from the Services (or any part); or

(k) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by other users, or in Meraki Entertainment’s reasonable judgment impose an unreasonable or disproportionately large load on the infrastructure, network capability or bandwidth.

3.3 Supply of Content. The Client shall not upload to, transmit through, or otherwise post or share through the Services any content which is: (a) deemed harassing, threatening, indecent, obscene, pornographic, libellous, defamatory or otherwise objectionable, unlawful or tortious, harmful to children, or which violates third party privacy rights; or (b) an infringement of the Intellectual Property Rights of a third party. The Client shall not send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, or send spam or otherwise duplicative or unsolicited messages.

4. Client Responsibilities

4.1 Client Duties. The Client is responsible for performing its obligations under the Contract, in accordance with the Contract, Meraki Entertainment’s reasonable instructions, and all applicable law.

4.2 Notification. Errors and omissions must be notified immediately. Should errors and deficiencies arise due to gross negligence or intent on the part of Meraki Entertainment, we reserve the right to rectify the error for a period of at least 20 days.

4.3 Accurate Contact Details. The Client must maintain and update contact information to the current contact details. All communication between Meraki Entertainment and the Client concerning the Client relationship must be made in writing. It is the Client's responsibility to always keep Meraki Entertainment up to date with the correct postal address, contact person (the person who can administer the service and place orders), e-mail address and telephone number.

4.4 Loss of Data. Meraki Entertainment is under no circumstances responsible for the Client's loss of data. It is therefore recommended that the Client himself periodically backs up all uploaded material.

4.5 Obtaining Licenses. The Client is responsible for arranging the necessary licenses and permits where needed under Client’s specific circumstances. The Client undertakes to indemnify Meraki Entertainment for any claim that should arise if the Client fails to do so.

5. Orders and Payment

5.1 Payment Terms. Depending on the Services, we may invoice you on a singular or recurring basis. Invoices are payable in advance with a 14-day payment deadline. Our hourly rate for our services is subject to change with 1 months’ notice.

5.2 Quotation. Any quotation or estimate of Fees is valid for a maximum period of 7 days from its date unless we expressly withdraw it at an earlier time.

5.3 Prices. All prices stated on any quotation or proposal are without VAT.

5.4 Increase in Fees. During the performance of the Services, additional needs may arise. If you request additional benefits beyond what is specified in the existing Contract, this will be invoiced separately according to our standard hourly rates, unless agreed otherwise. The performance of additional Services may also affect the time estimate on the project. In most cases, this will lead to a postponement of a possible deadline, ahead of time.

6. Product Information

6.1 Supply of Information. The Client shall provide detailed information, such as size, theme, deadline and as much information thereof possible to Meraki Entertainment before the project has begun, to assist us in designing your request. Failure to provide detailed requirements may result in a build that does not meet the Client’s expectations.

6.2 Server. The project will be built on the Meraki Entertainment server and delivered to the Client as a World Edit schematic file, unless discussed otherwise beforehand.

6.3 Updates. Update screenshots will be delivered by means including, but not limited to, a Discord message attachment, an Imgur album, or by any other means by which the client obtains the screenshots thereof.

6.4 3rd Party Downloading. Due to the possibility of 3rd party downloading programs, no physical visits to the Meraki Entertainment server will be permitted through regular Minecraft accounts by anyone other than the Meraki Entertainment members unless agreed otherwise.

7. Ownership and Licensing

7.1 Retention of Rights. All Intellectual Property Rights in or related to the Services are and remain the sole and exclusive property of Meraki Entertainment, and all right, title and interest associated with the Services not expressly granted by Meraki Entertainment are reserved.

7.2 No Grant. The Client is not granted any rights or license in respect of the trademarks, service marks or logos of Meraki Entertainment, which are and will remain the sole and exclusive property of Meraki Entertainment.

7.3 Ideas. The Client may choose, or Meraki Entertainment may invite the Client to submit comments or ideas about the Services, including about how to improve the Services (“Ideas”). By submitting any Idea, the Client agrees that: (a) Meraki Entertainment expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any Idea, (b) the Client’s submission will be non-confidential, and (c) Meraki Entertainment is free to use and disclose any Idea on an unrestricted basis without notifying or compensating the Client. The Client releases Meraki Entertainment from all liability and obligations that may arise from Meraki Entertainment’s receipt, review, use or disclosure of any portion of any Idea.

7.4 Right to Use. The Client’s right to use any work or content created under the Services shall be contingent upon Client’s timely and complete payment of all amounts due and payable to Meraki Entertainment pursuant to any quotation, incorporated herein by reference.

7.37.5 Portfolio. Meraki Entertainment is entitled to use any work, material, information, data, or details created under its Services (as well as depictions thereof) in its professional portfolio. This expressly includes using the Client’s name and possibly other identifying details. The Client hereby gives Meraki Entertainment the license and permission to use any content or work in its portfolio, websites, social media, and any other media whatsoever, whether digital or print.

8. Indemnification

The Client shall indemnify and hold harmless Meraki Entertainment from and against any losses or damages incurred by Meraki Entertainment for any third-party claims arising from or in connection with: (a) any breach of the Contract or these Terms of Service by Client; (b) the use of the Services by the Client; (d) Client’s failure to maintain reasonable security in connection with any of the Client’s own accounts, data, or works; and (e) any data breach, information security incident, or similar, arising from Client’s action or inaction.

9. Data Processing

9.1 General. Meraki Entertainment and the Client shall process personal data that they receive under the Contract in accordance with the GDPR or other data protection laws. The Client shall not cause Meraki Entertainment to breach the GDPR, whether directly or indirectly, or by action or inaction.

9.2 Definitions. The terms “Data Subject”, “Data Breach”, “Processing”, “Controller”, and “Processor”, as used in these Terms of Service have the meanings given to them in the GDPR. Meraki Entertainment shall be referred to as Processor of Third-Party Personal Data, whereas the Client shall be referred to as the Controller.

9.3 Purpose. The Client acknowledges that, as Controller, it chooses to use the Services to process Third Party Personal Data and as such it is deciding the manner in which and the purposes for which the Third Party Personal Data is processed.

9.4 Compliance. The Processor hereby agrees that it will comply with applicable laws, including the GDPR, and that Third-Party Personal Data is processed in a proper, careful, and transparent manner.

9.5 Employees of the Processor. The obligations of the Processor arising under these Terms of Service also apply to those who process personal data under the authority of the Processor, including but not limited to employees. The Processor will only give access to the Third-Party Personal Data to those employees, subcontractors, or other persons under their management and supervision insofar as this is necessary for the performance of the Processor’s services.

9.6 DPIAs. The Processor will, insofar as this is within the Processor’s power, provide assistance ot the Controller for the purpose of performing data protection impact assessments (DPIAs). The Processor may charge the reasonable costs it incurs in this context to the Controller.

9.7 Retention Period. The Processor shall process the Third-Party Personal Data under these Terms of Service only for as long as necessary in accordance with the purpose of the Services.

9.8 Location of Processing. Processor may process Third-Party Personal Data in countries within the European Union. Transfer to countries outside the European Union is also permitted, provided the legal conditions for this are met. Processor will notify the Controller if Third-Party Personal Data is transferred outside the European Union.

9.9 Third-Party Rights. The Controller guarantees that the provision of Third-Party Personal Data to the Processor, and Processor’s use thereof, will not violate the rights of any third party or otherwise be unlawful.

9.10 Sub-Processors. The Controller hereby grants the Processor permission to engage those sub-processors for the processing of Third-Party Personal Data that the Controller has agreed to in writing. If the Processor wishes to add new sub-processors, the Controller must agree in writing in advance. Processor will ensure that any sub-processor, regardless of their location, assumes at least the same obligations in writing as agreed between Controller and Processor. Such obligation will be laid down in a written processing agreement between the Processor and this sub-processor.

9.11 Security of Personal Data. The Processor will take sufficient technical and organizational measures to protect the Third-Party Personal Data against loss or against any form of unlawful processing (such as unauthorized access, damage, disclosure, or modification of the Third-Party Personal Data). The Processor will make every effort to ensure that its security processes meet a level that is not unreasonable by reference to the type, scope, context, and purposes of processing, the sensitivity of the Third-Party Personal Data involved, and the costs associated with implementation. The minimum technical and organizational measures implemented by the Processor shall be to: (a) protect information from unauthorized access or misuse; (b) ensure the confidentiality of information; (c) maintain the integrity of information; (d) maintain the availability of information systems; (e) comply with regulatory, contractual, and legal requirements; (f) maintain physical, logical, environmental, and communicative security; (g) regularly test and evaluate whether these measures are effective at securing the Third-Party Personal Data; and (h) dispose of Third-Party Personal Data in an appropriate and secure manner when no longer in use.

9.12 Reporting a Data Breach. The Controller will be responsible for reporting a Data Breach to the relevant (national) supervisor and/or the Data Subject(s). In order to enable the Controller to comply with this legal obligation, the Processor will inform the Controller of any Data Breach without unreasonable delay, but in any case, within 24 hours after the (suspected) Data Breach has become known to the Processor. The duty to report includes in any case reporting the fact that there has been a Data Breach. In addition, the duty to report includes: (a) the (alleged) nature of the Data Breach, stating, where possible, the categories of Data Subjects and Third-Party Personal Data concerned and, approximately, the number of Data Subjects concerned; (b) the name and contact details of the data protection officer or other contact point where more information can be obtained; (c) the likely consequences of the Data Breach; and (d) the measures (provisional and proposed) that the Processor has proposed or taken to address the Data Breach, including, where appropriate, the measures to limit any adverse consequences thereof.

9.13 Request from Data Subjects. In the event that a Data Subject submits a request to the Processor concerning an exercise of their legal rights, the Processor will forward the request to the Controller, and the Controller will further handle the request. Processor may inform the Data Subject of this. The Processor will, insofar as this is within its power, assist the Controller in handling requests. The Processor may charge the additional costs it incurs in this context to the Controller.

9.14 Aggregating, Anonimysing, De-identifying. Meraki Entertainment may process Third Party Personal Data to create aggregated, anonymized, or de-identified information. Any aggregated, anonymized, or de-identified information shared in this context will no longer contain Third Party Personal Data. Meraki Entertainment may use and disclose to third parties such aggregated, anonymized or de-identified information, including for purposes of industry analysis and demographic profiling.

9.15 Opt-outs. The Controller agrees to promptly notify the Processor of any opt-outs and legally valid data subject rights requests relating to data with Meraki Entertainment’s possession, custody, or control.

10. Confidentiality

10.1 Duty of Confidentiality. Each party (“Recipient Party”) which receives Confidential Information of the other party (“Disclosing Party”) shall: (a) keep confidential the Confidential Information of the Disclosing Party; and (b) not disclose the Confidential Information of the Disclosing Party in whole or in part to any other person without the Disclosing Party’s prior written consent, save to its Representatives to the extent necessary for the performance of its obligations under the Contract, and then provided that the Recipient Party ensures that its Representatives are aware of and comply with these confidentiality obligations.

10.2 Exceptions. The obligations of confidentiality this Article shall not apply to any Confidential Information which: (a) must be disclosed by law or in response to a valid, legally compliant request by a law enforcement, regulatory or governmental authority, provided that (to the extent it is permitted to do so) the Recipient Party gives all reasonable notice of such disclosure to the Disclosing Party; (b) was known to the Recipient Party before its receipt from the Disclosing Party; (c) is lawfully in the public domain or possession of a third party other than by reason of breach; (d) is independently developed without access to the Disclosing Party’s Confidential Information; or (e) is authorised for release by the written consent of the Disclosing Party.

11. Suspension and Termination

11.1 Termination by Meraki Entertainment. Upon as much notice as is commercially practical, Meraki Entertainment may suspend the Services or terminate the Contract without liability to the Client and with immediate effect if: (a) Meraki Entertainment determines that the use by the Client of the Services (i) poses a material security risk to Meraki Entertainment or any third party; (ii) may have a material adverse impact on the Services; or (iii) may subject Meraki Entertainment or any third party to material liability; (b) Meraki Entertainment has reasonable grounds to suspect that the Client is using the Services for fraudulent, illegal or unauthorized purposes; (c) the Client commits a material breach of any term of the Contract or these Terms of Service and such breach is not capable of remedy or, if capable of remedy, is not remedied within a period of thirty (30) days of being notified in writing to do so; or (d) an Insolvency Event of the Client occurs, or the Client ceases or threatens to cease to carry overall or any material part of its business.

11.2 Survival. Upon the expiry or termination of the Contract for any reason: (a) any and all amounts outstanding and any unpaid amounts due and owed under the Contract shall become immediately due and payable; and (b) neither party shall have any further right or obligation with respect to the other party except as set out in this Article 11 and in the following additional clauses which shall continue with full force and effect: Article 7 (Ownership and Licensing), Article 8 (Indemnities), Article 9 (Privacy and Data Use), Article 10 (Confidentiality), Article 14 (Limitation of Liability), Article 15 (Miscellaneous) and Article 16 (Definitions).

12. Disclaimer

12.1 No Warranty. The Services are provided on an ‘as-is’ and ‘as-available’ basis. The Client hereby agrees that the Client’s use of the Services will be at Client’s sole risk. Meraki Entertainment, to the fullest extent permitted by law, disclaims all warranties, express or implied, relating to the Services or the Client’s use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Services or any description thereof on the website.

12.2 Disclaimer of Liability. Meraki Entertainment will assume no liability or responsibility, to the maximum extent permitted under applicable law, for any (1) errors, mistakes, or inaccuracies of content and materials; (2) any unauthorized access to or use of our services; (3) any interruption or cessation of transmission to or from the services;

13. Limitation of Liability

13.1 Indemnification. The Client shall defend indemnify, and hold harmless Meraki Entertainment from any and all damages expenses or liability resulting from or arising out of (a) any negligence or misconduct on the indemnifying party’s part, (b) a breach of the Contract, Terms of Service, or applicable law by the Client, or (c) any violation by Meraki Entertainment of a third-party’s Intellectual Property Rights through fault or omission of the Client.

13.2 Direct Damages. Meraki Entertainment shall not be liable for any direct damages whatsoever which may arise under or through this Agreement, unless Meraki Entertainment demonstrable acted with intent or deliberate recklessness to cause such damages. In any case, Meraki Entertainment’s liability shall be limited to the value of the Contract. If the Contract concerns recurring payments (not instalments), then the liability of Meraki Entertainment shall be limited to the value of the Contract in the preceding three months.

13.3 Indirect Damages. To the maximum extent permitted by applicable law, Meraki Entertainment shall not have any liability to the Client for any indirect, special, consequential, or punitive damages, however caused. This shall include loss of profits; loss of sales or business; loss of agreements or contracts; loss of or damage to goodwill; or any other indirect or consequential loss.

13.4 Harassment and Discrimination. Meraki Entertainment maintains a zero-tolerance policy for any behaviour(s) of (sexual) harassment and/or discrimination, of any kind whatsoever. The Client is prohibited from engaging in any such behaviour with respect to any persons with whom the Client interacts in the performance of a Contract. The Client further commits to take all reasonable steps to prevent (sexual) harassment or discrimination from occurring.

13.5 Force Majeure. In the event of force majeure, there is no shortcoming attributable to Meraki Entertainment. Force majeure is understood to mean any circumstance independent of the will of Meraki Entertainment – even if it was foreseeable at the time a Contract was concluded, which permanently or temporarily prevents the fulfilment of the Contract, and – to the extent not already therein included – (civil) war, a public health crisis such as a pandemic or epidemic, a full or partial lockdown, an act of God (such as a flood, earthquake, fire, etc.), riots, strikes, computer malfunctions, power outages, and so on, on which Meraki Entertainment does not have any influence.

14. Miscellaneous

14.1 Modification. Meraki Entertainment may unilaterally change these Terms of Service. New Terms of Service will automatically apply to Contracts entered into after changes were made. The Client’s written agreement is needed for the new Terms of Service to become applicable existing Contracts. If the Client has not agreed in writing to the amendments within 30 days of being notified thereof, Meraki Entertainment will deem the new terms of Service to have been accepted.

14.2 Non-Waiver. The waiver by either party of any breach of the Contract by the other party shall not operate as a waiver of subsequent or other earlier breaches of the same or a different kind. No failure or delay by a party to exercise any of its rights under the Contract shall constitute a waiver of such rights.

14.3 Severability. If any provision of the Contract is found to be invalid, unenforceable or illegal, then such provision shall be severed, and the remainder of the Contract shall continue with full force and effect.

14.4 Assignment. The Client shall not assign the Contract, or otherwise transfer any of its rights under the Contract, without the prior written consent of Meraki Entertainment. Subject to the foregoing, the Contract will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

14.5 Independent Contractors. The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.6 Entire Agreement. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that it has not relied on any oral or written representations made to it (whether made negligently or innocently) other than as expressly set out in the Contract.

14.7 Governing Law. These Terms of Service will be governed by and interpreted according to the laws of The Netherlands. 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 a Contract, express where otherwise required by law/

15. Definitions

In these Meraki Entertainment Terms of Service, the following terms shall have the following meanings:

• “Contracted Company” means each contracted company that has entered into a binding agreement with Meraki Entertainment to comply with the Sub-processors; • “Meraki Entertainment” means Meraki Entertainment, the businesses established under Dutch law with registered number 78281121 at Kerklaan 10, 8066PJ Belt-Schutsloot, the Netherlands; • “Confidential Information” means any information, whether in written or any other form, which has been disclosed by a party to the other party (i) in confidence; or (ii) which by its nature ought to be regarded as confidential (regardless of whether it is marked in writing as “confidential”); • “Contract” means the contract created between the Client and Meraki Entertainment for delivery of certain Services by Meraki Entertainment to the Client; • “GDPR” means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; • “Insolvency Event” occurs, with respect to a party, in the event of: (i) that party passing a resolution, or a court making an order, that such party be wound up (except for the purposes of a bona fide, solvent reconstruction or amalgamation); (ii) an order being made for the appointment of an examiner or administrator (or notice of any such actual or proposed appointment) in relation to that party or a receiver, examiner or manager being appointed over all or any part of that party’s assets or undertaking; (iii) that person being unable to pay its debts as they fall due; (iv) an encumbrancer taking possession of, or execution, sequestration or other process being levied or enforced upon, any part of the undertaking, assets, rights or revenues of that party; (v) there being proposed, in respect of that party, any voluntary arrangement with creditors under Applicable Laws or any compromise, or arrangement with creditors under Applicable Laws; or (vi) any circumstances occurring that are the equivalent of (i) to (v) above under the legislation and related case law and practice applicable to that party (where (i) to (v) above do not apply for any reason to that party); • “Intellectual Property Rights” means all patents, trademarks, service marks, copyright and related rights, domain names, rights in get-up, design rights, database rights, topography rights, and all other similar proprietary rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. • “Services” means services associated with development, hosting, implementation, support, integration consulting, online marketing regarding e-commerce solutions, websites, servers, and integrations (i) Magento, Wordpress, WooCommerce, BigCommerce and etc. provided by Meraki Entertainment that may be accessed by Meraki Entertainment; (ii) the capture, management and transmission of data to facilitate the Client acquiring services provided by the Client acquirer; (iii) integration with Client acquiring services; • “Third Party Personal Data” means personal data relating to third-party individuals and, insofar as such information is received by Meraki Entertainment by virtue of the use of the Services, data relating to the Client’s employees and other staff, in each case whether current, past or prospective.

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