Terms and Conditions

Agreement to Terms

This Terms and Conditions agreement (“Agreement”) is entered into between EXP Studio, LLC, a limited liability company organized under the laws of the State of New York (“EXP Studio”), and the individual or entity accessing or using the PlanPhaƨe™ platform (“Customer”).

By clicking “Accept,” creating an account, or otherwise accessing or using the PlanPhaƨe™ service, Customer agrees to be bound by this Agreement. If Customer does not agree to these terms, Customer must not access or use the service. If Customer is entering into this Agreement on behalf of an organization, Customer represents that they have the authority to bind that organization.

Services Provided

EXP Studio provides Customer with access to the PlanPhaƨe™ platform — a cloud-based project management and collaboration service designed for game developers and game development teams. The platform includes the following features and capabilities:

• Project planning and milestone tracking tools.
• Document and wiki collaboration features.
• Digital asset management and organization.
• Task tracking, assignment, and workflow management.
• Team communication and collaboration features.

The full description of available features is maintained at planphaze.com/features. EXP Studio reserves the right to modify, enhance, or discontinue features of the platform with reasonable prior notice to Customer.

License Grant

Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, EXP Studio grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the PlanPhaƨe™ platform solely for Customer’s internal business purposes during the term of this Agreement.

This license does not include any right to sublicense the service to third parties, and it does not convey any ownership interest in the platform, its software, or any associated intellectual property. All rights not expressly granted in this Agreement are reserved by EXP Studio.

License Restrictions

Customer may not, and may not permit any third party to:

• Resell, sublicense, rent, lease, or otherwise transfer access to the PlanPhaƨe™ platform to any third party.
• Copy, modify, translate, adapt, or create derivative works of the platform or its underlying software.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the platform by any means.
• Remove, alter, or obscure any proprietary notices, labels, or branding on or within the platform.
• Use the platform for benchmarking purposes or to develop a competing product or service.
• Interfere with or disrupt the integrity, performance, or security of the platform or its underlying infrastructure.

Fees & Payment Terms

Subscription fees for PlanPhaƨe™ are as listed on the pricing page at planphaze.com/pricing. Unless otherwise agreed in writing, the following payment terms apply:

• Fees are invoiced monthly or annually in advance, depending on the subscription plan selected by Customer.
• Payment is due within 30 days of invoice date. EXP Studio may charge payments automatically via the payment method on file.
• Late payments accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full.
• EXP Studio reserves the right to change subscription prices upon at least 30 days’ prior written notice. Continued use of the service after the effective date of a price change constitutes acceptance of the new pricing.
• All fees are non-refundable except as expressly required by applicable law or as provided in this Agreement.

Intellectual Property

EXP Studio retains all right, title, and interest in and to the PlanPhaƨe™ platform, including all associated software, algorithms, interfaces, trademarks, service marks, trade names, logos, and documentation. Nothing in this Agreement transfers any ownership rights in the platform or its intellectual property to Customer.

Customer retains all right, title, and interest in and to the data, content, and materials Customer uploads or creates within the platform (“Customer Data”). Customer grants EXP Studio a limited, non-exclusive, royalty-free license to access, process, store, reproduce, and display Customer Data solely as necessary to provide the service and fulfill obligations under this Agreement. EXP Studio will not use Customer Data for any other purpose without Customer’s prior written consent.

Confidentiality

Each party (the “Receiving Party”) agrees to hold the other party’s (“Disclosing Party”) Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Each party agrees not to disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. It does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; or (c) is independently developed by the Receiving Party without use of Confidential Information.

Confidentiality obligations under this section shall survive termination of this Agreement for a period of three (3) years.

Warranties & Representations

EXP Studio warrants that the PlanPhaƨe™ platform will perform materially in accordance with its published documentation during the term of this Agreement. EXP Studio’s sole obligation for breach of this warranty shall be to use commercially reasonable efforts to correct the non-conformance, or, if correction is not feasible, to terminate the Agreement and refund any prepaid unused fees.

Customer warrants and represents that: (a) Customer has the legal authority to enter into this Agreement and to bind the organization on whose behalf it acts; (b) Customer will use the service in compliance with all applicable laws and regulations; and (c) Customer Data does not infringe on any third-party intellectual property rights or violate any applicable law.

Except as expressly stated in this Agreement, the service is provided “as is” and EXP Studio disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Indemnification

Customer indemnification: Customer shall indemnify, defend, and hold harmless EXP Studio, LLC and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of the service in violation of this Agreement; (b) Customer Data, including any claim that Customer Data infringes a third party’s intellectual property rights; or (c) Customer’s violation of any applicable law or regulation.

EXP Studio indemnification: EXP Studio shall indemnify, defend, and hold harmless Customer from and against any claims, damages, losses, and liabilities arising from a third-party claim alleging that the PlanPhaƨe™ platform, as provided by EXP Studio and used in accordance with this Agreement, infringes any third-party intellectual property rights. This indemnification obligation shall not apply if the alleged infringement arises from Customer’s modification of the platform or combination with third-party products.

Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of data, or business interruption, regardless of whether such damages were foreseeable or whether a party has been advised of the possibility of such damages.

EXP Studio’s total cumulative liability arising out of or related to this Agreement, whether based on contract, tort, strict liability, or any other legal theory, shall not exceed the greater of: (a) one hundred U.S. dollars ($100.00), or (b) the total fees paid by Customer to EXP Studio in the twelve (12) months immediately preceding the event giving rise to the claim.

Dispute Resolution

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good-faith negotiation for a period of at least thirty (30) days before resorting to formal dispute resolution proceedings.

If a dispute cannot be resolved through negotiation, it shall be submitted to final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be New York, New York. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver: All claims must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of representative or class proceeding.

General Provisions

• Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings.
• Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
• No Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such provision or any other provision in the future.
• Notices. All formal notices required or permitted under this Agreement shall be in writing and sent to EXP Studio at contact@planphaze.com, and to Customer at the email address associated with their account.
• Assignment. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that EXP Studio may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Contact

For any questions regarding this Terms and Conditions agreement, please contact us: