WRAP-UP AGREEMENT WITH COMMUNITY ADMINS
1. Background and Acceptance
The Terms of this agreement (hereinafter referred to as “Agreement”) contain the legal conditions under which Community Admin will grant the Tribal Arena Inc. (hereinafter referred to as “Company”) a limited, revocable, non-exclusive, non-transferable, and an n sublicensabto promote and distribute the right to access the community page operated on any social media platform, including but not limited to, Discord, Telegram for the purpose of promoting and distributing to the users, members, participants accessing the community page, information about the events organized/ services offered by the Company (hereinafter collectively referred to as “Services”).
The Community Admin has agreed that s/he has exclusive rights to allow the Bots as defined in clause 2.2 operated by the Company to access the community page by allowing it admin rights as detailed in Appendix I to reach out to the users, participants, members (hereinafter referred to as “Users”) of its community page.
2.1 Admin Rights are the rights granted to the Bots operated by the Company as detailed under Appendix I.
2.2 Bots as referred to in this Agreement are social media applications and other automated services operated by the Company on different community pages used on any social media platform, including but not limited to, Discord and Telegram. It is clarified that the list of social media platforms is only illustrative and not exhaustive.
2.3 Community Reward Program is a policy formulated by the Company that details the benefits and rewards agreed to be given to the Community Admin, under various conditions/ circumstances, including but not limited to, server size, number of active members on the community page. Depending on the conditions/ circumstances mentioned in the policy, the rewards to be given to the Community Admin may vary.
2.4 Intellectual Property Right means and includes, but is not limited to, innovations, improvements, processes, technical know-how, techniques, source code of the website, content made literary and artistic works, schematics, patents, its trademarks, trade names, designs, patents and copyrighted works, notes, agreements/contracts entered by the website, formulas, in-house software’s, VPN etc. Intellectual Property of the website also extends to the content made available to the Users.
2.5 Personally Identifiable Information (PII) shall mean and include, any information or set of information, whether alone or in combination with other personal information gathered, processed, used or stored by the Company which is sufficient to identify the User.
2.6 Scrimmage shall mean and include large-scale public tournaments, and single-stage tournaments organized by the Community Admin on his/ her community pages or on other community pages.
2.7 Services, includes but are not limited to, registering for the events/ games/ tournaments organized on Company’s website and to access other Services available on the Company’s website.
2.8 Third Party shall mean and include, gaming platforms, associations, third-party websites and social media platforms, including but not limited to, Discord and Telegram or any other entity whose facilities are being utilized by the Company to provide Services to the Users.
2.10 User, includes but is not limited to, members, users, and participants accessing the community page.
This Agreement shall commence on the day of acceptance of the Terms of this Agreement and shall continue to be in force for a period of 1 (One) year (“Term”) or until the Parties agree to end the agreement by giving prior written notice in the manner as provided in clause 5.1 of this Agreement.
In consideration of the permission granted by the Community Admin, the Company shall pay to the Community Admin, rewards in cash or in kind, as the case may be, as defined and agreed mutually between the Company and the Community Admin under the Community Reward Program which may vary from time to time.
The obligation of payment on the Company shall commence only after Users of the community page registers/ start availing Services on the Company’s website.
It is clarified that the Community Admin shall not be entitled to claim any other payment in excess of the consideration determined under clause 4.1. This includes but shall not be limited to, any claim relating to commission on registration by the User on Company’s website for availing any of the Services.
5. Obligations of Community Admin
5.1 Community Admin agrees to provide unfettered, unrestrictive access to their community page to the Bots operated by the Company to enable them to reach out to the Users of the community page by granting them admin rights as detailed in Appendix I.
5.2 Community Admin undertakes to not create any interference or hindrance in the acts/ functions undertaken by the Bots in pursuance of the Terms of this Agreement.
5.3 Community Admin shall not limit/ restrict the admin rights as detailed in Appendix I of the Company without express approval obtained in writing from the Company. A breach of this clause will entitle the Company to terminate the Agreement at its sole discretion, without the requirement of providing written notice under clause e 6.
5.4 Community Admin agrees to undertake all measures, including but not limited to, broadcasting marketing messages on their community page from time to time to promote and distribute to the Users information about the Services offered by the Company.
5.5 Community Admin undertakes and shall be responsible to update and maintain the basic information, including but not limited to, the name, age, gender, country of residence of the User available on the community page.
5.7 Community Admin shall undertake to provide any additional information about the Users as required and requested by the Company, from time to time.
5.9 Community Amin undertakes to not act as an agent or partner or employee of the Company while promoting and marketing the Services offered by the Company in pursuance of the purpose of this Agreement.
5.10 Community Admin agrees to promptly and immediately inform the Company of any actual or suspected unauthorized use of the community page. The Community Admin agrees that the Company shall not be liable for any loss or damage arising from the reduction in the number of Users or from unauthorized hacking of the community page that may occur/ arise from the Community Admin’s failure to comply with this provision.
5.11 Community Admin agrees to promptly and immediately inform the Company in case of any Scrimmage being organized by the Community Admin using the Bots by sending an email il on the Company email ID at firstname.lastname@example.org.
5.12 Community Admin shall ensure and be solely responsible to take/ obtain prior permission from the concerned gaming company before organizing the scrimmage. It is clarified that the Community Admin shall before organizing such Scrimmage shall share with the Company the acceptance letter/ consent letter granted by the gaming company to the Community Admin.
5.13 Community Admin shall be solely responsible for the content, rules, and rewards shared or updated regarding the Scrimmage.
5.14 Community Admin agrees that the Company shall not be held responsible for the failure of Community Admin to provide any rewards offered with Scrimmage or any other assertions/ guarantees made in respect of the Scrimmage. It is clarified that the Company is only providing the mechanism to organize the Scrimmage by Community Admin.
6.1 Either the Company or the Community Admin may unilaterally withdraw from this Agreement for any reason, giving 30 days prior written notice to the other party on the Company email ID at email@example.com and/ or address as may be given at the time of signing the agreement.
6.2 In the event Community Admin fails to fulfill its obligations under this Agreement or otherwise breaches the terms of this Agreement, or it comes to the knowledge of the Company that illegal, improper, or unethical activities are undertaking on the community page, Company may, at its sole and absolute discretion, and without any notice to the Community Admin, restrict, suspend or terminate the Bot’s access to all or any part of the community page and further, take technical and legal steps as it may deem necessary.
7. Limitations of Liability
7.1 The Company shall, under no circumstances be held responsible or liable on account of any loss or damage arising from the reduction in the number of Users or from unauthorized hacking of the community page, during the course of access by the Company’s Bots to the community page. The Company accepts no liability, whether jointly or severally, for any errors or omissions other than that of the Company, in the functioning or working of the community page.
7.3 The Community Admin warrants that all the details and information provided on the community page of the Users to the Company or its directors, employees, associates, partners, or suppliers while using the community page shall be correct, accurate and genuine.
7.4 The Community Admin agrees that the Company shall not be liable for any unauthorized hacking of the community page leading to leakage or misuse of PII, on account of acts and/or omissions other than that of the Company.
7.5 The Community Admin agrees that the Company shall not be held liable for any loss or damage arising from any unauthorized hacking and data leakage, on account of acts and/or omissions other than that of the Company.
8. Intellectual Property
8.1 For the purpose of this Agreement, Intellectual Property shall mean as defined in Clause 2.3.
8.2 The Company acknowledges and agrees that all Intellectual Property Rights, including but not limited to, trademarks and logos of the community page shall vest in the Community Admin and the Company shall not indulge in any act that construes that such trademarks and logos of the community page belongs to the Company.
8.3 The Company acknowledges and agrees that all the content, including but not limited to, broadcasting messages, and promotional material published/ circulated on the community page by the Users and Third Parties belongs solely to the Community Admin.
8.4 The Community Admin acknowledges and agrees that all Intellectual Property Rights, including but not limited to, trademarks and logos of the Company and the website shall vest in the Company and the Community Admin shall not indulge in any act that construes that such trademarks and logos of the Company belongs to the Community Admin.
8.5 The Community Admin acknowledges and agrees that all the content, including but not limited to, broadcasting messages, and promotional material published/ circulated by the Company or the Bots on the community page belongs solely to the Company.
8.6 The Community Admin acknowledges and agrees that the Company owns all rights, title, and interest in the Services provided on the Company’s website, including the Intellectual Property in the Services and the graphics, programming code thereto, description, photographs, etc. and shall solely vest with the Company.
8.5 Community Admin is solely responsible for all materials that they upload, e-mail, transmit, or otherwise make available on its community page. Each Community Admin represents and warrants that he/ she owns all Intellectual Property Rights in the community page’s content and that no part of the Community Admin’s content infringes any third party rights. Community Admin further confirms and undertakes to not display or use the names, logos, marks, labels, trademarks, copyrights, or Intellectual and Proprietary Rights of any Third Party on the Company’s website. Community Admin agrees to indemnify and hold harmless the Company, its directors, employees, affiliates, and assigns against all damages, costs, loss, and harm including litigation costs and counsel fees, in respect of any Third Party claims that may be initiated including for infringement of Intellectual Property Rights arising out of such display or use of the names, logos, marks, labels, trademarks, copyrights or Intellectual and Proprietary Rights of the Company, by such Community Admin or through the Community Admin’s commissions or omissions.
9.1 Either party shall indemnify, defend, and hold harmless the other, on account of any loss or damage resulting from any incorrect and inaccurate information, content, material published/ circulated on the community page.
9.2 Either party shall indemnify and hold harmless the other and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, resulting from or arising out of a breach of the terms of this Agreement.
9.3 The Community Admin shall indemnify and hold harmless the Company for any loss or damage arising out of any illegal, improper, or unethical activities undertaking on the community page, on account of acts and/or omissions other than that of the Company.
10. Force Majeure
Both the Parties shall not be liable for failure to perform or any delay in performing their obligation under this Agreement when and to the extent that such failure or delay is due to a force majeure event. “Force Majeure Event” means any event, due to any cause beyond the reasonable control of the Company, including without limitations, unavailability of any communication systems, breach, or virus in the digital processes or payment or delivery mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, lockdown, computer hacking, unauthorized access to computer data and storage devices, computer crashes, malfunctioning in the computer terminal or the systems getting affected by any malicious, destructive or corrupting code or program, mechanical or technical errors/failures or power shut down, faults or failures in telecommunication etc.
11.1 The Community Admin acknowledges that in the course of his/ her relationship with the Company and in marketing and promoting the Services of the Company on the community page, the Community Admin may obtain information relating to the Company (“Proprietary Information”). Such Proprietary Information shall belong solely to the Company and includes, but is not limited to, the features and mode of operation of the website, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, plans, and data.
11.2 In regard to this Proprietary Information: (i) the Community Admin shall not use except as expressly authorized by this Agreement or disclose Proprietary Information without the prior written consent of the Company unless such Proprietary Information becomes generally publicly available without the Community Admin’s breach of this Agreement; (ii) the Community Admin agrees to take reasonable measures to maintain the Proprietary Information and Services of the Company in confidence.
11.3 Community Admin agrees and accepts that all the information, contents, and materials posted on the community page by the Company are protected and secured.
11.4 Community Admin agrees and authorizes the Company to share the Users information, with its group companies, vendors, service providers of the Company and other third parties, in so far as required for marketing purposes/ offering/ cross-selling various Services, in association with the Services selected by the User or generally otherwise.
12. Dispute Resolution
The courts of competent jurisdiction in United States of America shall have the exclusive jurisdiction to determine any and all disputes arising out of, or in connection with the Services provided by the Company, the construction, validity, interpretation and enforceability of the terms of this Agreement.
No failure by a Party to exercise, nor any delay by the Party in exercising any right, power or remedy hereunder shall operate as a waiver of that or any other right, power, or remedy of the party, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power, or remedy.
The Community Admin shall be responsible to provide the following rights to the Company:
Access the public information of the Users available on the community page.
Manage community page settings.
Create and schedule new posts.
Create and schedule Events
Encourage Users to follow group rules.
Reach out to brands for collaboration.
Delete objectionable comments and posts
Delete, block, restrict, disable, and suspend any User’s account if found engaging in any fraudulent or illegal activity.