Aquatik Unlimited Terms & Conditions

Aquatik Unlimited Terms of Service   These Terms of Service (“Terms”) are a binding agreement between you (“you” or “Customer”) and Aquatik Esports, LLC (“Aquatik”) (each individually referred to as a “Party,” collectively the “Parties”). Please read these Terms carefully before accepting them and signing up for Aquatik Unlimited.  These Terms are effective on the date that you accept them and sign up for Aquatik Unlimited (the “Effective Date”). WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS FROM TIME TO TIME, AND YOUR CONTINUED USE OF THE SERVICES FOLLOWING NOTICE OF CHANGES TO THESE TERMS MEANS YOU ACCEPT THOSE CHANGES.

1. Intellectual Property License. Aquatik provides a self-service development and production platform to gaming developers (the “Platform”) pursuant to these Terms. Aquatik owns the copyright in certain images, music, and other content provided on the Platform (“Content”) and hereby grants to Customer a non-exclusive license use and reproduce the Content in connection with Customer’s use of the Platform to develop and produce games (the “Purpose”). The license granted herein is not intended to convey the right to, and Customer agrees not to: (a) sell or offer the Content for sale, or otherwise exploit the Content for any commercial purpose; (b) use the Content for any reason other than the Purpose without first obtaining Aquatik’s written permission; (c) publicly display, publish, post, or distribute, or otherwise disclose or transfer, the Content except as may be reasonably necessary for the Purpose; (d) sublicense or otherwise permit third parties to reproduce or use the Content; (e) use the Content to pursue intellectual property protection; or (f) obscure, remove, or alter any copyright notices or other notices required under these Terms to be displayed on the Content.
2. Intellectual Property Rights.
   • Ownership of the Platform. Aquatik and its licensors are the sole and exclusive owners of all right, title and interest in and to the Platform, including its design, code, features, functionality, and all copyrights, trademarks, trade names, service marks, patents, trade secrets, as well as any related applications, registrations, moral rights or common law rights (“Intellectual Property Rights”) therein.  Except as expressly set forth in Section 1, nothing in these Terms shall be interpreted as transferring to Customer any rights in or to the Platform.
   • Other IP Rights. As between the parties, Aquatik is the sole and exclusive owner of all right, title and interest in and to any Intellectual Property Rights (i) owned by Aquatik as of the Effective Date, or (ii) created by or on behalf of Aquatik (whether alone or jointly with others) after the Effective Date in the performance of these Terms, and (iii) all modifications, enhancements, derivatives or improvements in (i) and (ii) regardless of when created or by whom.
   • Feedback. Customer agrees that any suggestions, enhancement requests, recommendations, corrections, or other feedback pertaining to the Platform (collectively, “Feedback”) provided by Customer is the sole property of Aquatik, is not confidential to Customer, and may be used by Aquatik without further attribution or compensation. Aquatik may use Feedback and any know-how, experience, or skills that it gains in connection with its performance hereunder, for any business purpose.
3. Use Restrictions. Customer shall not, and shall not permit any third party, to:
   • Copy, modify, distribute, rent, lease, sublicense, reverse engineer, create derivative works of, decompile, disassemble, transfer or publicly display the Platform;
   • Access or attempt to access the source code of the Platform;
   • Upload any materials that infringe or misappropriate a third-party’s Intellectual Property Rights into the Platform;
   • Upload or transmit advertising or promotional content, or content contrary to Aquatik’s intended purpose, into the Platform;
   • Modify markings, labels or notices of proprietary rights in the Platform;
   • Access, use or interfere with the proper working of the Platform or any server, computer or database related to the Platform; and
   • Introduce any viruses, Trojan Horses, malware, time-bombs, time-outs, backdoors, worms, spyware, ransomware, spoofing, or any mechanism that allows remote or unauthorized access, copy prevention, deletion, disabling, modification, corruption, or anything similar into the Platform or any networks that make the Platform available.
4. All non-public, confidential or proprietary information of either party (“Confidential Information”), including, but not limited to, information about such party’s business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with these Terms is confidential, solely for use in performing these Terms, and may not be disclosed to any third parties unless authorized by the Disclosing Party in writing. Notwithstanding the foregoing, Aquatik may disclose Customer Confidential Information to those of its personnel, affiliates, and third-party service providers with a need to know such Confidential Information for the purposes of these Terms, provided such parties maintain Customer Confidential Information subject to these Terms. The Receiving Party will protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of these Terms; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party’s disclosure hereunder; (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. Each Party shall notify the other Party promptly upon discovering an actual or reasonably suspected unauthorized disclosure of the other Party’s Confidential Information within its possession or control.
5. Data Privacy; Security.
   • Data collection and use, including the collection and use of personal information, is governed by Aquatik’s Privacy Policy, which is incorporated into and is a part of these Terms.
   • Aquatik implements and maintains commercially reasonable technical, physical and organizational security measures intended to protect and safeguard the data that is provided to Aquatik by or on behalf of Customer under these Terms (“Customer Data”). In the event that Aquatik becomes aware of any breach of security with respect to Customer’s Customer Data, Aquatik shall: (i) provide notice of the security breach to Customer; (ii) conduct an investigation to learn the cause of such security breach; and (iii) take all steps reasonably necessary to remedy the event and to prevent such security breach from reoccurring.
6. Fees and Payment. Upon Customer’s acceptance of these Terms and signing up for the Platform, Customer agrees to pay to Aquatik an annual subscription fee for the Platform as specified by Aquatik.  Aquatik reserves the right to change its subscription fees for subsequent subscription terms in its sole and absolute discretion, and will provide Customer with advanced notice before changes take effect.
7. Representations and Warranties.
   • Each Party represents and warrants to the other Party that: (i) it has the full right, power, and authority to enter into these Terms; (ii) when executed and delivered by such party, these Terms will constitute the legal, valid and binding obligation of such Party, enforceable in accordance with its terms; and (iii) it will comply with all applicable laws.
   • EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7, THE PLATOFRM IS PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AQUATIK DOES NOT REPRESENT OR WARRANT AGAINST LOSS OF DATA, OR THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, BE FREE FROM VIRUSES, OR OPERATE ERROR FREE OR WITHOUT INTERRUPTION.
8. Limitations of Liability.
   • TO THE MAXIMUME EXTENT PERMITTED BY LAW, IN NO EVENT WILL AQUATIK OR ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS (“REPRESENTATIVES”) BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, LIQUIDATED, EXEMPLARY OR INCIDENTAL DAMAGES, OR FOR CLAIMS FOR LOST PROFITS, LOST REVENUES OR LOSS OF USE, ARISING FROM OR RELATED TO THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF AQUATIK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   • TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AQUATIK OR ITS REPRESENTATIVES’ AGGREGATE LIABILITY FOR ANY CLAIMS TO CUSTOMER OR TO ANY THIRD PARTY ARISING FROM OR RELATED TO THE PLATFORM EXCEED THE AMOUNTS PAID BY CUSTOMER TO AQUATIK UNDER THESE TERMS IN THE SIX (6) MONTHS PRECEDING THE CLAIM, EVEN IF ANY REMEDIES HAVE FAILED IN THEIR ESSENTIAL PURPOSE.
   • THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.
9. Customer will indemnify, defend, and hold harmless Aquatik and its officers, directors, employees, agents, Affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs, incurred by it (collectively, “Losses”), relating to any third-party claim arising out of or occurring in connection with (a) Customer’s willful, fraudulent or grossly negligent acts or omissions, (b) Customer’s violations of applicable law, and (c) Customer’s infringement or misappropriation of Aquatik’s Intellectual Property Rights.
10. Term; Termination; Survival.
    • Unless otherwise agreed to by the parties, these Terms shall commence on the Effective Date and continue for a subscription period of one (1) year. After the initial subscription period, these Terms will automatically renew upon Customer’s payment of the subsequent yearly subscription fee as specified by Aquatik at renewal. All fees paid to Aquatik are non-refundable.
    • Either party may terminate these Terms for the other party’s breach of any of its obligations under these Terms that remains uncured for a period of thirty (30) days after the non-breaching party has provided written notice to the breaching party.
    • Aquatik may temporarily or permanently suspend Customer’s access to the Platform immediately and without notice if Aquatik determines that: (i) it is necessary to prevent a violation of these Terms or misuse of the Platform, (ii) there is a security risk to the Platform; or (iii) it is necessary to comply with applicable laws.
    • Upon termination of these Terms, Customer shall immediately discontinue use of the Platform and Aquatik may immediately terminate Customer’s access to the Platform. All provisions of these Terms that by their nature are intended to extend beyond the termination of these Terms for any reason shall survive the termination of these Terms.
11. • Governing Law and Venue. These Terms will be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the state or federal courts in Naples, Florida, and each Party irrevocably: (a) submits to the exclusive jurisdiction of such courts; and (b) waives any objection to such courts based on venue or inconvenience.
    • Compliance with Laws. Each party shall comply with all applicable laws, rules and regulations relating to its performance under these Terms.  Without limiting the generality of the foregoing, Customer shall comply with all applicable import and export laws and regulations related to the Platform for the country where the Platform is used by Customer as well as with all applicable United States export laws (collectively, the “Export Laws“). Customer shall not, and shall not permit any third party to: (i) export or transmit the Platform, directly or indirectly, in violation of Export Laws, including to a country subject to a U.S. embargo; (ii) access or use the Platform in violation of any Export Laws; (iii) provide access to the Platform across international boundaries except in compliance with any Export Laws, including those of the originating country.
    • Independent Contractors. Both parties shall be, and shall act as, independent contractors. Neither party shall have authority to create any obligation or make any commitments on the other party’s behalf.
    • All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
    • Use of Names, Marks and Content. Neither party may use the names, trademarks, trade names, service marks, insignia, or logos (“Marks“) of the other party without such other party’s prior written consent.  Notwithstanding the foregoing, Aquatik may publicly refer to Customer as a customer of Aquatik online, verbally, and in its marketing materials, and may use Customer’s Marks and any content created by Aquatik for Customer for its marketing purposes.
    • These Terms are not assignable by Customer except with Aquatik’s prior written consent, and any such assignment in violation hereof is void.  Aquatik may transfer and assign any of its rights and obligations under these Terms without consent.
    • Force Majeure. No delay, failure, or default by Aquatik, will constitute a breach of these Terms to the extent it results of causes beyond the reasonable control of Aquatik, including acts of war, terrorism, weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, embargo, internet outage, health crisis, endemic, pandemic, earthquake or the like.
    • Neither party shall be deemed to have waived any of its rights under these Terms by lapse of time or by any statement or representation other than by an authorized representative in an explicit signed, written waiver.  No waiver of a breach of these Terms by either party will constitute a waiver of any other breach of these Terms.
    • In the event a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and if the foregoing is not possible, such provision shall be severed from the Terms.  All remaining provisions shall continue in full force and effect.
    • Entire Agreement. These Terms constitute the entire agreement between the parties with regard to the subject matter herein and supersede all prior or contemporaneous negotiations, discussions, understandings or agreements between the parties.  Neither party has relied upon any such prior or contemporaneous communications.  Any amendment or modification to these Terms must be in writing and signed by the authorized representatives of both parties to be effective.