PLAY IT TERMS OF USE

1. APPLICABILITY

The online cloud-based learning platform available on www.playitsafe.eu (“Website”) is owned and managed by Play It, a private limited liability company (besloten vennootschap or BV) incorporated under Belgian law, with registered seat at Nelson Mandelaplein 2, 8500 Kortrijk (Belgium), registered with the Crossroads Bank for Enterprises RPR Ghent, under company number 0671.574.550 (hereinafter “Play It”).

These Terms of Use constitute a legally binding agreement between Play It and you (hereafter “you“ or “User”) and shall govern your use of the Service and any accompanying documentation (the “Documentation”). These Terms of Use contain other important provisions that you should read prior to any use of the Service.

By using any part of the Service, you acknowledge and agree that your use of the Service is exclusively governed by these Terms of Use. If you do not agree to any provision of these Terms of Use, you may not use in any manner the Service.

Play It may, in its sole discretion, change, supplement or amend these Terms of Use from time to time (a “Modified Version”), for any reason, and without any prior notice to or liability towards you. You may not change, supplement, or amend these Terms of Use in any manner. Any such Modified Version made will be effective immediately upon us making such changes available on the Website or otherwise providing notice thereof. You agree that your continued use of the Service after such changes constitutes your acceptance of such changes.

You represent and warrant that you (i) have the legal authority to agree to and accept these Terms of Use and (ii) meet the age of 18 or older.

You also agree that Play It may provide all communications and notices to you electronically by posting them on the Website or by sending an e-mail to the e-mail address you provided to Play It when registering on the Website.

We advise you to return to this page periodically to ensure familiarity with the most current version of these Terms of Use.

You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify Play It of any disclosure or unauthorized use of your username or password or any other breach of security at support@playitsafe.eu and ensure that you log out from your account at the end of each session.

2. DESCRIPTION OF THE SERVICE

The Service consists of an online cloud-based learning platform on safety and prevention through gaming for employees and a management portal for the prevention advisor in the areas of first aid, fire, ergonomics, general security, hygiene and psychosocial care available on. Your Company has entered into an agreement with Play It on your use of the Service that, among other things, contains provisions with regard to the payment conditions and term of your use (the “MSA”).

3. OWNERSHIP - RESTRICTIONS

All intellectual property rights related to the content and platform we make available to you through our Website or otherwise (collectively the “Service”) shall be exclusively owned by Play It. You shall be granted a worldwide, non-exclusive, personal, restricted, non-sublicensable and non-transferable license to use the Service in accordance with these Terms of Use. You are not allowed to use the Service or your account for any commercial purposes or to use the Service or your account in a manner not authorised by Play It. You shall use the Service and your account solely in full compliance with (i) these Terms of Use; (ii) any additional instructions or policies issued by Play It, including, but not limited to, those posted within the Website and (iii) any applicable legislation, rules or regulations.

You agree to use the Service and your account only for its intended use as set forth in these Terms of Use. Within the limits of the applicable law, you are not permitted to (i) gain unauthorized access to accounts of other users; (ii) use the Service or your account to conduct or promote any illegal activities; (iii) use the Service or your account to generate unsolicited email advertisements or spam; (iv) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Service; (vi) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use your account for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any manner circumvent any technical or other protective measures on the Website.

All information, data, texts and images uploaded on the Website or your account, including personal data (“Data”) remain the exclusive property of the user. You grant Play It a non-exclusive, royalty-free, worldwide, sublicensable and transferable license to use, copy, store, modify, transmit and display such Data to the extent necessary to provide and maintain the Website and execute the Service in accordance with the conditions of the Terms of Use.

Play It reserves the right, but is not obliged, without the approval or permission of the User and at any time, to review and remove any Data which is deemed to be in violation with the provisions of the Terms of Use, privacy policy, any rights of third parties or any applicable legislation or regulation.

4. DISCLAIMER, LIABILITY, AND INDEMNIFICATION

4.1 DISCLAIMER

Play It makes no representations or warranties, express or implied, regarding the use or performance of the Service, including without limitation any implied warranties of merchantability, or fitness for a particular purpose. Play It does not warrant or represent that the Service will be compatible with any application, program or platform not specifically identified as compatible in the Service. You accept the Service “as is”.

4.2 LIABILITY

To the fullest extent legally permitted, and notwithstanding anything to the contrary in these Terms of Use, Play It shall not be liable to you, for (i) any consequential, indirect, special, incidental, or punitive damages of any nature arising out of or in connection with these Terms of Use, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Play It has been notified of the likelihood of such damages, (ii) any liability, directly or indirectly, or any loss or damage, including personal injury or death, as a result of or alleged to be the result of (a) any incorrect or inaccurate content posted in the Service; (b) the timeliness, deletion or removal, incorrect delivery or failure to store any user content, communications or personalization settings; (c) the conduct, whether online or offline, of any user; (d) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or (e) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any website or combination thereof, including injury or damage to users or to any other person’s computer or device related to or resulting from participating or downloading materials in connection with the internet and/or in connection with the Service.

Without prejudice to article 4.1 and 4.2, in the event that liability is imposed on Play It, its liability arising out of or in connection with these Terms of Use, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, shall not exceed the amount of €1,000.

You agree that Play It can only be held liable as per the terms of this article to the extent damages suffered by you are directly attributable to Play It. For the avoidance of doubt, Play It shall not be liable for any claims resulting from (i) your unauthorized use of the Service, (ii) your or any third party’s modification of (any parts) of the Service, (iii) your failure to use the most recent version of the Service made available to you or your failure to integrate or install any corrections to the Service issued by Play It, or (iv) your use of the Service in combination with any non-Play It services.

You represent and warrant to Play It that any Data provided by you is accurate and truthful and shall not (i) infringe any intellectual property rights of third parties, (ii) be deceptive, defamatory, obscene or unlawful; (iii) contain any viruses, worms or other malicious computer programming codes intended to damage Play It’s system or data; or (iv) otherwise violate the rights of a third party. You acknowledge and agree that Play It is not obligated to back up any information stored on your account. You agree that any use of the Website, the Service or your account contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the Website and/or the Service for which Play It cannot be held liable.

4.3 INDEMNIFICATION BY PLAY IT

Play It will defend, indemnify, and hold you harmless from and against all costs, liabilities, losses, and expenses arising from any founded and well-substantiated third-party claim, suit, action, or proceeding arising from the infringement of any European intellectual property rights by the Service. In case of such a claim, Play It may, in its sole discretion, (i) procure a license that will protect you against such claim, or (ii) replace the Service with a non-infringing Service, or (iii) if such remedies are not practicable, Play It may cancel the Service.

The foregoing states the entire liability and obligation of Play It and the sole and exclusive remedy of the User with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Service or any part thereof.

4.4 INDEMNIFICATION BY YOU

You agree to defend, indemnify, and hold harmless Play It (and its officers, directors, employees and agents) from and against any founded and well-substantiated third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) which result from any Data infringing the rights of any third party (including infringement of intellectual property).

5. YOUR OBLIGATIONS

You agree to use the Service in a responsible manner that is in full compliance with these Terms of Use and any applicable local laws and regulations. Play It shall not be required to provide for and you shall bear the sole responsibility with respect to any telecommunications of computer network hardware required to use the Service.

6. TERM

These Terms of Use are effective as of the moment that you are granted access to the Service and shall expire at such time as all license subscriptions have expired in accordance with the MSA (the “Term”).

7. PRIVACY STATEMENT

Play It acknowledges and understands the importance of your privacy and will store and access Personal Data in a private and secure environment. Play It will be considered as the “Data Processor” and the Company as the “Data Controller” for the processing of any Personal Data via the Service or any part thereof. Play It shall only process any Personal Data relating to you on the documented instructions from the Company, as Data Controller, and takes appropriate technical and organizational measures against any unauthorized or unlawful processing of your Personal Data or its accidental loss, destruction or any unauthorized access thereto. In the event you request Play It of a copy, correction, deletion of the Personal Data or you want to restrict or object to the processing activities, Play It shall inform the Company of such request within two (2) calendar days. Play It shall, as Data Processor, provide the Company, as Data Controller, with full details of such request, objection or restriction of the User, together with a copy of the Personal Data held by Play It. Furthermore, Play It shall promptly direct you as user to the Company, who will deal with the request in accordance with the applicable Data Protection Legislation.

The Personal Data that shall be processed by Play It as Data Processor may include (without limitation) private notes of any kind concerning you as a User of the Service which one added to the Service without your knowledge by other users of the Service and/or the Company (the “Private Notes”). We shall not use your Personal Data for any other purpose than instructed by the Data Controller and allowing you to make use of the features and the technical operation of the Service.

8. SUSPENSION AND TERMINATION

8.1 If Play It becomes aware or suspects, in its sole discretion, any violation by you of these Terms of Use or any other instructions, guidelines or policies (including but not limited to the Privacy Policy) issued by Play It, then Play It may suspend, limit your access to the Service or terminate your access right without any liability to you. The duration of any suspension by Play It will be until you have cured the breach which caused such suspension or limitation.

8.2 Upon the termination of these Terms of Use for any reason whatsoever in accordance with the provisions of these Terms of Use, at the moment of effective termination: (i) you will no longer be authorized to access or use the Service or otherwise use any of the features or results offered by or through the Service; (ii) Play It shall sanitize and destroy all relevant Personal Data related to you (including but not limited to the Private Notes, if any), within thirty (30) calendar days upon termination of these Terms of Use in a secure way that ensures that all Personal Data is deleted and unrecoverable. Personal Data that needs to be kept to comply with relevant legal and regulatory retention requirements may be kept by Play It beyond expiry of the period of thirty (30) calendar days as long as required by such laws or regulations and (iii) all User rights and obligations on the Service granted under these Terms of Use shall terminate. Upon written request submitted by the Employer to Play It no later than fourteen (14) calendar days prior to the termination of these Terms of Use, Play It shall provide the Employer, immediately prior to the sanitization and destruction thereof, with a readable and usable copy of the Personal Data and/or the systems containing Personal Data.

9. MISCELLANEOUS

9.1 GOVERNING LAW – JURISDICTION

These Terms of Use shall be interpreted fairly in accordance with its terms in accordance with Belgian law, without giving effect to any laws or conflict. Any dispute arising out of or in connection with these Terms of Use that will not be amicably settled through good faith negotiations with three (3) months after notification in writing by any of the parties, will be finally settled under the CEPANI Rules of Arbitration by three (3) arbitrators appointed in accordance with those Rules. The seat of the arbitration will be Kortrijk, and the arbitration will be conducted in the Dutch language. Notwithstanding the foregoing, any party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any matter for which monetary damages would not adequately protect such party’s interests or otherwise to enforce and protect Intellectual Property Rights owned by or licensed to such party.

9.2 ASSIGNMENT

Play It may freely assign or transfer any or all of the rights and obligations described under these Terms of Use without your consent and without notice to you. You may not assign these Terms of Use or any of your rights and duties hereunder without the prior written consent of Play It. These Terms of Use shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assignees.

9.3 SEVERABILITY

If any provision of these Terms of Use is declared or determined by a competent court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the unenforceable or invalid part, term or provision shall not be deemed to be part of these Terms of Use; and (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of these Terms of Use is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.

9.4 ENTIRE AGREEMENT

These Terms of Use constitute the complete and exclusive agreement between the parties thereto relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties thereto relating to this subject matter.

9.5 WAIVER

The waiver or failure by Play It to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Play It set forth in these Terms of Use are cumulative and are in addition to any rights or remedies Play It may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.

9.6 FORCE MAJEURE

Play It shall not be responsible for delays or failures in performance of its obligations under these Terms of Use resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters, unauthorized access to Play It’s information technology systems by third parties or any other reason where failure to perform is beyond the reasonable control of, Play It.

9.7 INTERPRETATION

The descriptive headings in these Terms of Use are for convenience only and shall not control or affect the meaning, interpretation or construction of any provision of these Terms of Use.

9.8 SURVIVAL

Articles 3, 4, 7, and 8.1 shall survive any termination or expiration of these Terms of Use.

10. Definitions

“Company” shall mean the party entering the MSA with Play It;

“Data Controller” means the physical or legal person, which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

“Data Processor” means the physical or legal person which processes Personal Data on behalf of the Data Controller;

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world; and

“Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Last revision: February [•] 2021