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 RESOLTUTION FOR ENTITIES”. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION OUTISDE 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 rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent or false (including fake job postings), misleading or deceptive (including creating a false account for reciprocal review purposes); (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, as further described in Section 14; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
b.   Use, display, mirror or frame the Services or any individual element within the Services, TheXPlace’s name, any TheXPlace trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without TheXPlace’s express written consent
c.   Access, tamper with, or use non-public areas of the Services, TheXPlace’s computer systems, or the technical delivery systems of TheXPlace’s service providers;
d.   Attempt to probe, scan or test the vulnerability of any TheXPlace system or network or breach any security or authentication measures;
e.   Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by TheXPlace or any of TheXPlace’s service providers or any other third party (including another user) to protect the Services;
f.   Attempt to access or search the Services or obtain or download content (including other Talent Member’s content) from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by TheXPlace or other generally available third-party web browsers;
g.  Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
h.   Use any meta tags or other hidden text or metadata utilizing a TheXPlace trademark, logo URL or product name without TheXPlace’s express written consent;
i.   Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms, including in conjunction with any deep learning, machine learning or other artificial intelligence technologies;
j.   Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
k.   Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
l.   Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
m.   Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
n.   Impersonate or misrepresent your affiliation with any person or entity;
o.   Violate any applicable law or regulation; or
p.   Encourage or enable any other individual to do any of the foregoing.

TheXPlace is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10. DMCA/Copyright Policy.
TheXPlace respects copyright law and expects its users to do the same. It is TheXPlace’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see TheXPlace’s Copyright and IP Policy for further information.
11. Unlawful Discrimination/Harassing Conduct.
At the core of who we are, we believe that Contractor Opportunities should be equally available to all qualified Talent Members in our marketplace community, regardless of background, nationality, race, ethnicity, sex, gender, disability, veteran status, marital status, or other characteristics that are protected by applicable law. As a condition of using the TheXPlace, you agree not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted and will not be tolerated on our Services. TheXPlace Inc will take all actions necessary to enforce this policy. Users engaging in this conduct are subject to account closure. Overall, we ask that our Users conduct themselves in a professional, humanly, and respectful manner when interacting with each other as well as our team. Any behavior deemed inappropriate will not be tolerated and will result in immediate action, including possible removal from the Services.
12. Links to Third Party Websites or Resources.
The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
13. Termination
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you; if we do, all of your active Project Service Contracts will also automatically terminate. Additional details on how you can terminate your active Project Services will be provided to you via the Platform or set out in our FAQs. Upon any termination, discontinuation or cancellation of these Terms, the other applicable sections will survive.
14. Relationships Among Talent Members, TheXPlace, and Entities.
a.   In connection with a Contractor Opportunity, the Entity will engage each applicable Talent Member as an independent contractor. TheXPlace will not supervise, direct, control or monitor the Talent Member’s activities under any Project Services Contract for Project Services. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms, as between TheXPlace, the Entities or Talent Members. You have no authority to bind TheXPlace by contract or otherwise. Each Entity and Talent Member is solely responsible for their interactions in connection with a Contractor Opportunity, and will exercise caution, discretion, common sense and judgment in providing or receiving the Project Services and otherwise disclosing information to each other. TheXPlace does not conduct criminal or other background or credit checks on Talent Members. TheXPlace may publish information about an Entity or Talent Member however, any such information will be based solely on information provided to TheXPlace by the Entity or Talent Member, as applicable, and is not a guarantee, warranty or endorsement regarding the Entity or Talent Member
b.   Entity shall be solely responsible for compliance with all applicable tax laws and for issuing any and all applicable tax notices in connection with each Contractor Opportunity, including, without limitation, issuance of a Form 1099-MISC to Talent Members. You agree that TheXPlace is not obligated to, and shall not, (i) determine whether any taxes apply, or (ii) collect, report, or remit any taxes arising from any transaction related to the Contractor Opportunity.
c.   You agree (i) to comply with any specific terms, conditions or requirements pertaining to the scope of the Project Services included in Project Services Contract, (ii) that each of your respective Project Services Contracts do not conflict with or violate a term of any agreement to which you are bound, and (iii) to honor your commitments to TheXPlace under these Terms in connection with each Contractor Opportunity you initiate. TheXPlace will not carry any liability insurance on behalf of any Talent Member.
15. Payments
Entities have several payment options including:
a.   One-time fixed amount. Entity will pay the entire fixed amount, also referred to as “flat fee” due under the Statement of Work, in US dollars according to the schedule set by TheXPlace. The Talent Member will receive payment after the (1) Talent submits an invoice through TheXPlace, (2) The Entity approves the invoice or seventy-two (72) hours have passed since invoice submission and (3) payment is processed by the third-party payment processor
b.   One-time hourly-amount. Entity will pay the entire fixed amount, also referred to as a “flat fee” due under the Project Services Contract in US dollars. The flat fee is calculated using an hourly rate multiplied by a maximum amount of hours to be worked by the Talent Member. Entity will be charged for the entire flat fee one week prior to the project start or upon signing the Project Services Contract if project starts in less than one week. At the end of the project, Talent Member will submit an invoice for the number of hours worked. If hours worked are fewer than the maximum, Entity will receive a refund of the residual amount (or the full amount, if the transaction is canceled before the contract starts). Any residual amount will be returned to Entity’s default payment method on file and is subject to processing time by third-party payment processors as well as any international currency exchange rate variables.
c.   Ongoing hourly. This option applies to projects that require flexibility in the amount of hours billed and timing of when such hours are billed. Talent Member and Entity determine the hourly rate and the maximum amount of hours that can be billed by Talent Member on each invoice. Talent Member works and submits hours up to the mutually agreed upon maximum hours per invoice. Talent Member will use TheXPlace platform to submit invoices to Entity on a weekly basis. Entity will be charged for the entire first week payment week prior to the project start or upon signing the Project Services Contract if project starts in less than one week. Each week thereafter the Entity will be charged in advance for the projected hours Talent is contracted to work in the following week
d.   Refunds. Once payment has been made to Talent Member, no refunds will be made to the Entity for those funds released to the Talent. All disputes regarding work must be addressed by the Entity within 72-hours of the submission of the invoice by the Talent. TheXPlace will not provide nor be responsible for any refunds to either part once the 72-hour submission window is complete.
e.   Payment processor. Users acknowledge and agree that their use of TheXPlace, including opening a Connected Account through its third party payment processor, Stripe, and acceptance of any payments or withdrawals from the Connected Account is contingent on its acceptance of the Connected Account Agreement (located at https://stripe.com/connect-account/legal), which includes the Stripe Services Agreement (located at https://stripe.com/ssa) and the Stripe Privacy Policy (located at https://stripe.com/privacy), each as may be updated from time to time by Stripe and User’s ongoing use of Stripe’s services as provided in the Connected Account Agreement. As a condition of using the Connected Account and TheXPlace, Users agree to provide TheXPlace accurate and complete information about it and its business, and authorizes TheXPlace to share with Stripe this information and other transaction information related to User’s use of the payment processing services provided by Stripe. User will pay the fees charged by Stripe which are in addition to the fees described herein. Stripe and not TheXPlace is responsible for all payment processing services provided by or through Stripe, and User releases and holds TheXPlace harmless from any liability, costs, or damages resulting from the Stripe or other third-party payment processing services.
f.   Third-party payment processing and foreign exchange fees. The applicable User, whether Entities or Talent Members, is responsible for paying third-party payment processing fees. Any foreign exchange fees are paid by the Party incurring the fees.
g.   Taxes, other government agency payments information. The applicable User, whether Entities or Talent Members, acknowledges that such User is solely responsible for all taxes related to payments received or made through TheXPlace, and also acknowledges TheXPlace will not withhold any taxes from payments to the applicable User unless required by applicable law. The applicable User agrees that such User is solely responsible for determining and fulfilling its obligations under applicable laws and regulations with respect to invoicing and reporting, collecting or remitting any applicable taxes or charges, and if outside of the United States, determining if TheXPlace is required by applicable law to withhold any amount of the Talent Member's fees, and notifying TheXPlace of any such requirement and indemnifying TheXPlace for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of TheXPlace, the applicable User agrees to cooperate with TheXPlace and provide copies of its tax returns and other documents that may be reasonably requested for purposes of such audit, including but not limited to records showing Talent Member is engaging in an independent business as represented to TheXPlace.
h.   Consent to receive electronic communications and tax documentation. Each applicable User, whether Entities or Talent Members, acknowledges agrees to receive electronic communications, including 1099 tax forms from the third-party payment processor. User acknowledges this agreement to receive electronic communications means User will not be mailed any 1099 tax forms or any other payment related communications.
16. Option to Hire.
If you hire a Talent Member that was introduced by TheXPlace in connection with the Services as one of your employees, you will promptly notify TheXPlace in writing by no later than three (3) business days of the date on which the Talent Member accepts your offer of employment and pay to TheXPlace 15% of that Talent Member’s annual base salary on his/her/their start date.
17. Warranty Disclaimers; Release.
a.   THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES (INCLUDING ANY CONNECTIONS MADE OR SUGGESTED THEREUNDER) OR THE OPPORTUNITIES TO PROVIDE OR RECEIVE PROJECT SERVICES WILL MEET OR SATISFY YOUR EXPECTATIONS, ASSUMPTIONS OR REQUIREMENTS. We make no warranty that the Services will be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services. YOUR USE OF THE SERVICES, RECEIPT OR PROVISION OF THE PROJECT SERVICES BY TALENT MEMBERS AND HIRING OF TALENT MEMBERS IS EACH AT YOUR SOLE RISK AND DISCRETION
b.   GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE PLATFORM SERVICES MAY IN SOME SITUATIONS PRODUCE SUGGESTIONS OR MATCHES THAT ARE INACCURATE, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY AND QUALITY OF OUR SUGGESTIONS OR MATCHES ARE DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED BY YOU AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, WE WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE MATCHES OR SUGGESTIONS PROVIDED ON THE SERVICES.
c.   In the event that you have a dispute with any User, you agree to address such dispute directly with such other User. In consideration for your access to and use of the Services, you hereby release TheXPlace (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute, whether it be at law or in equity. You understand and acknowledge that you are aware of California Civil Code Section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
To the maximum extent permitted by applicable law, you expressly waive and relinquish any rights you may have under Civil Code Section 1542 or any other statute or common law principle of any state with a similar effect.
This release will not apply to a direct claim by a User against TheXPlace that it has failed to meet its obligations under these Terms.
18. Indemnity
You will indemnify and hold TheXPlace and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, (c) your engagements in Contractor Opportunities, including, but not limited to, any claim against TheXPlace that is based on or related in any way to alleged misclassification of Talent Members as independent contractors, or (d) your violation of these Terms.
19. Limitation of Liability.
a.   TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THEXPLACE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THEXPLACE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b.   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THEXPLACE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU FOR THE APPLICABLE PROJECT SERVICES IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THEXPLACE, AS APPLICABLE.
c.   THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THEXPLACE AND YOU.
20. Governing Law and Forum Choice.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution for Individuals” and Section 22 “Dispute Resolution for Entities” the exclusive jurisdiction for all Disputes (defined below) that you and TheXPlace are not required to arbitrate will be the state and federal courts located in Santa Clara, California, and you and TheXPlace each waive any objection to jurisdiction and venue in such courts
21. Dispute Resolution for Individuals.
a.   Mandatory Arbitration of Disputes. TheXPlace and you each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and TheXPlace agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and TheXPlace are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
b.   Exceptions. As limited exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
c.   Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
d.   Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
e.   Injunctive and Declaratory Relief. Except as provided in Section 21(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
f.   Class Action Waiver. YOU AND THEXPLACE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void
g.   Severability. With the exception of any of the provisions in Section 21(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
22. Dispute Resolution for Entities.
If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively accordingly to the process set forth in Section 21, expressly including the class action waiver, except that, to the extent legally permitted, (a) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (b) the losing party will pay the prevailing party for all costs and attorney’s fees, and (c) the AAA Commercial Arbitration Rules will apply to any arbitration between us.
23. General Terms.
a.   Reservation of Rights. TheXPlace and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services
b.   Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between TheXPlace and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between TheXPlace and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without TheXPlace’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. TheXPlace may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
c.   Notices. Any notices or other communications provided by TheXPlace under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
d.   Waiver of Rights. TheXPlace’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of TheXPlace. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
24. Contact Information.
If you have any questions about these Terms or the Services, please contact TheXPlace at legal@thexplace.ai.
Digital Millennium Copyright Act – TheXPlace Inc
You are now reading TheXPlace Inc.’s DMCA Takedown Policy. Remember that your use of our Services is at all times subject to the applicable Terms of Use, which incorporates this DMCA Takedown Policy. Any terms we use here without defining them have the definitions given to them in the Terms of Use.

I. Digital Millennium Copyright Act.

In accordance with the Digital Millennium Copyright Act, TheXPlace, Inc. (“TheXPlace”) has adopted the general policy below toward copyright infringement. The address of TheXPlace’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Policy.

II. Protection of intellectual property rights.

TheXPlace respects the intellectual property rights of others and expects you to do the same. We reserve the right to: (1) block access to, or remove, material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our affiliates, content providers, members or Users, and advertisers, if any; and (2) remove and discontinue service to repeat offenders.

III. Procedure for Reporting Copyright Infringements

A. Infringement Notification. If you believe that material or content residing on, or accessible through, the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to the Designated Agent:
  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  • A description sufficient to identify of works or materials that you claim has been infringed;
  • A description of where the allegedly infringing material is located, with sufficient detail so that TheXPlace is capable of finding and verifying its existence; Your contact information including address, telephone number and email address;
  • A statement that you have a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.
B. Once Proper Bona Fide Infringement Notification is Received by Our Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to take actions including any or all of the following:

  • Remove or disable access to the infringing material;
  • Notify the content provider, member or User who is accused of infringement that we have removed or disabled access to the applicable material; and
  • Terminate such content provider’s, member’s or User’s access to the Services if he or she is a repeat offender.


C. Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider, member or User believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or User believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or User has the right to send us a counter-notice containing the following information to our Designated Agent:

  • A physical or electronic signature of the content provider, member or User;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
  • A statement that the content provider, member or User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  • Content provider’s, member’s or User’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or User’s address is located, or, if the content provider’s, member’s or User’s address is located outside the United States, for any judicial district in which TheXplace is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, TheXplace may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.

Please contact the below- Designated Agent to Receive Notification of Claimed Infringement at the following address:

Attn: EVP Legal Affairs
Re: Copyright Claim
TheXplace, Inc.
Email: legal@thexplace.ai
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