Terms and Conditions

Effective Date: April 27, 2025

THIS AGREEMENT GOVERNS YOUR ("CUSTOMER") ORGANIZATION'S ACQUISITION AND USE OF DOPLAYDO INC. ("DOPLAYDO") SOFTWARE ("SOFTWARE") AND SOFTWARE SERVICES LOCATED AT www.gdsfactory.com INCLUDING ANY AND ALL SUBDOMAINS ("SERVICES").

If you register for a free trial or access the Services through an academic license, this Agreement also governs that use.

Academic Licenses: By using an academic License, you agree:

(i) your use is subject to terms between DoPlayDo and the academic institution providing access (if applicable);
(ii) Academic Licenses may not be used for commercial purposes;
(iii) Academic Licenses are non-transferable.

By accepting this Agreement, either by clicking acceptance or executing an Order Form referencing this Agreement, you agree to be bound by these terms.

If you are entering into this Agreement on behalf of an entity, you represent that you have authority to bind that entity. If you do not have such authority, or if you do not agree with these terms, you must not use the Services.

Customer may not access the Services if Customer is a direct competitor of DoPlayDo, except with prior written consent.

Customer's use of the Services constitutes acceptance of these terms effective as of the date of signing an Order Form or first use of the Services.

1. Agreement

This Agreement governs Customer's access to and use of all DoPlayDo Products and Services.

2. Definitions

"Agreement": This Master Subscription Agreement, addenda, and Order Forms.
"Authorized Reseller": Third party authorized to sell DoPlayDo Products or Services.
"Authorized User": Individuals authorized by Customer to use the Products.
"Confidential Information": Non-public information disclosed under this Agreement.
"Consulting Services": Professional services provided by DoPlayDo.
"Content": Information provided by Customer or Authorized Users.
"Customer": Entity or individual entering into this Agreement.
"Delivery Date": Date Products are made available to Customer.
"Documentation": Technical/user manuals and related materials.
"Education Services": Training services from DoPlayDo.
"Export Control Laws": Export regulations and compliance obligations.
"IP Claim": Third-party intellectual property infringement claim.
"Order Form": Written orders referencing this Agreement.
"Party" / "Parties": Refers to DoPlayDo and/or Customer.
"DoPlayDo Cloud": SaaS solutions managed by DoPlayDo.
"DoPlayDo Marks": DoPlayDo's trademarks and logos.
"Products": Software and Cloud services provided by DoPlayDo.
"Services": Consulting or Education services.
"Software": DoPlayDo's downloadable or online software.
"Support": Technical support provided by DoPlayDo.

3. Customer Rights and Responsibilities

3.1 Use of Products

Limited, non-exclusive, non-transferable right for internal use.

3.2 Troubleshooting and Support

Authorized personnel may access system data to resolve issues.

3.3 Consulting and Education Services

May be provided under this Agreement or applicable Order Form.

3.4 Restrictions

Customer agrees not to:

Copy, reverse engineer, or distribute the Products.
Circumvent security measures or licensing restrictions.
Use Products for competitive analysis or development.
Use in violation of any law or rights.
Exceed monthly data transfer of 5TB without consent.

3.5 DoPlayDo Marks

Must not remove or obscure branding.

3.6 Compliance

Customer is solely responsible for regulatory compliance.

3.7 Account Security

Customer must secure credentials and notify breaches.

3.8 Content Responsibilities

Customer warrants ownership or licenses for uploaded content.

3.9 Payment

Fees are non-cancelable and non-refundable unless otherwise stated.

3.10 Taxes

Customer is responsible for applicable taxes.

3.11 Purchases via Authorized Resellers

Governed by separate agreements.

3.12 Billing

Customer must provide timely, accurate payment information.

3.13 Backup Responsibilities

Customer must maintain backups of Content.

4. Warranties

General Warranty: Each Party is duly authorized.
Product Warranty: Products conform to Documentation for 90 days from Delivery Date.
Services Warranty: Consulting and Education services provided with reasonable care.
Exclusions: Warranty does not cover misuse, third-party products, or external causes.
Disclaimer: All Products and Services are otherwise provided "AS IS".

5. Intellectual Property Rights and Indemnification

Ownership: DoPlayDo retains all rights to Products, Services, and Documentation.
Customer Content: Customer retains rights to their Content.
Indemnification: Each Party agrees to defend and indemnify the other under specified conditions.

6. Limitation of Liability

Cap on Damages: Liability capped at $10,000 or the amount paid in the last 12 months.
Exclusion of Damages: No liability for indirect, incidental, special, or consequential damages.

7. Confidentiality

Confidential Information must be protected and only used to fulfill obligations under this Agreement. Obligations continue for three (3) years post-termination (longer for trade secrets).

8. Privacy and Data Security

Privacy Notice and Security Overview apply. Customer must not provide Excluded Data (e.g., HIPAA, GLBA, PCI-DSS regulated data).

9. Term and Termination

Term begins with first access and renews automatically unless notice is given. Either Party may terminate for material breach. Upon termination, Customer must cease use and pay outstanding fees.

10. General Provisions

Audit Rights: DoPlayDo may audit Customer compliance.
Third-Party Materials: Products may include open-source or third-party components.
Assignments: Customer may not assign this Agreement without consent.
Governing Law: Delaware law governs. Exclusive jurisdiction in Wilmington, Delaware.
Force Majeure: Excuses non-performance due to events beyond control.
Notices: Must be delivered in writing as specified.
Entire Agreement: Supersedes prior agreements.
Publicity: Customer agrees to allow DoPlayDo to list them as a customer.

Appendix 1 - Additional Third-Party License Terms

Contains obligations and restrictions regarding any third-party software included in Products.