TheXPlace Inc

Terms of Service

As of February 7, 2024

Please read these Terms of Service (the “Terms”) and our Privacy Notice (“Privacy Notice”) carefully because they govern your use of the website located at https://thexplace.ai/ (the “Site”), our platform (the "Platform") for Users (as defined below) made available at https://app.thexplace.ai/ (the "UI Site") or via our corresponding mobile application (the "App") and talent marketplace services for the videogame industry accessible via the Platform offered by TheXPlace Inc. (“TheXPlace”). To make these Terms easier to read, the Site, the Platform (together with the UI Site and App) and our services are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. USERS

WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THEXPLACE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “DISPUTE RESOLUTION FOR INDIVIDUALS” AND SECTION 22 “DISPUTE RESOLUTION FOR ENTITIES”. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION OUTSIDE THE U.S. WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTIONS ‎21 AND 22 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION ‎20 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD

1. Description of Services

We provide a marketplace that allows game makers, studios and publishers (collectively, “Entities”) to connect with and engage game designers, engineers, game producers, artists, writers, graphic designers, illustrators, animators, photographers, directors, producer and other technical or creative professionals (collectively, “Talent Members” and each of Entities and Talent Members, “Users”). In response to an Entity’s search criteria, parameters and/or objectives, our Services will present certain Talent Member profiles to such Entity based on a Talent Member’s reported experience, skill sets, and/or portfolio. Entities then may engage Talent Members as independent contractors to provide specific design, engineering or other creative or technical services (collectively, “Project Services”) directly to Entity (each such opportunity, a “Contractor Opportunity”). Each Talent Member may, at his/her/their discretion, agree to accept a Contractor Opportunity. For each accepted Contractor Opportunity, Entity and Talent Member will enter into a separate agreement, which will outline the term of the Project Services and pricing (the “Project Service Contract”). In addition, as between, TheXPlace, the Entity and Talent Member, the Entity and Talent Member are responsible for negotiating the intellectual property terms for each Project Service (the “IP Terms”), which may include additional information about the scope of the Project Services and confidentiality obligations. In the event of any conflict or inconsistency between these Terms, the Project Services Contract or the IP Terms with respect to the Services, Project Services or relationship among Entities and/or Talent Members and TheXPlace, the following order of precedence will apply (in descending order): these Terms, the Project Services Contract and the IP Terms.

2. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

3. Privacy Notice

Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

4. Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or Platform and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

5. Who May Use the Services?

a. You may use the Services only if you are 18 years or older and capable of forming a binding contract with TheXPlace, and not otherwise barred from using the Services under applicable law.

b. In order to access and use certain features of our Services, you’ll have to register as an Entity or a Talent Member via the Platform. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account.

c. By uploading or submitting any materials, including without limitation, your profile picture, staffing needs, portfolio and any other User Content (as defined below) into the Services, you acknowledge that none of the User Content is confidential, and hereby consent to us publishing your User Content on our Services.

6. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

7. Your Content

a. Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. TheXPlace does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content. Please understand that some content from other Users may include content appropriate only for mature audiences.

b. Permissions to Your User Content. TheXPlace needs a license to your portfolio in order to display it and for you to share it with other Users via our Services. Accordingly, by making any User Content available through the Services you hereby grant to TheXPlace a non-exclusive, non-transferable (except to our assignees and successors-in-interest), worldwide, royalty-free license, to store, use and display to you and other Users your User Content in connection with operating and providing the Services to you and improving (including for optimizing and developing) the Services. The license also includes a right for TheXPlace to recast, transcode, adapt, crop and otherwise modify the User Content as necessary to enable use of the User Content as part of Services and sublicense the User Content to our service providers acting on our behalf.

c. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights, clearances, consents, authorizations and permissions that are necessary to grant us the license rights in your User Content under these Terms. If you choose to review/endorse another User, please ensure that your review/endorsement is honest and accurate, and that you have the right to share any information or media included in your endorsement. TheXPlace does not endorse or make any representations about such reviews or endorsements. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by TheXPlace on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, result in the violation of any applicable law or regulation or cause a breach of any agreement or obligations between you and any third party.

d. Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as reviews you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

e. TheXPlace’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

8. Rights and Terms for Apps

a. App License. If you comply with these Terms, TheXPlace grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

b. Additional Information: Apple App Store. This Section 8(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

9. General Prohibitions and TheXPlace’s Enforcement Rights.

You agree not to do any of the following:

a. Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral.