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MASTER SERVICE AGREEMENT – Dated 14 November 2019
Hertzian Ltd incorporated and registered in England and Wales with company number 09753777 whose registered office is at Health & Wellbeing Innovation Centre, Truro, Cornwall, TR1 3FF, "Hertzian".
Please read the following terms and conditions carefully. By using this website and its related services, you acknowledge that you have read the terms and conditions and that you accept and will be bound by them, as modified by Hertzian from time to time, as posted on this website.
YOUR USE OF THE PLAYER XP (TOGETHER WITH ITS AFFILIATES, “PLAYER XP REPORTS”, “HERTZIAN API” OR “US”/ “WE”/ “OUR”) WEBSITES (THE “SITES”), MOBILE APPLICATIONS AND ANY SERVICES OFFERED BY HERTZIAN’S NETWORK OF PROPERTIES (COLLECTIVELY WITH THE FOREGOING, THE “SERVICES”) IS SUBJECT TO YOU AGREEING TO THESE TERMS AND CONDITIONS (THESE “TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT USE THE SERVICES.
Hertzian has developed and licensed certain software applications and platforms which it makes available to subscribers via the internet on
a pay-per-use basis for the purpose of showing game data analysis via the Player XP dashboard and reports.
The Customer wishes to use Hertzian’s service in its business operations.
Hertzian has agreed to provide and the Customer has agreed to take and pay for the Hertzian’s service subject to the terms and conditions of this Agreement.
The definitions and rules of interpretation in this clause apply in this agreement.
The Parties shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
This Agreement is the exclusive statement of agreement and understanding between the parties. This Agreement excludes all prior or contemporaneous proposals, understandings, agreements, or representations about its subject matter. Each party agrees that in entering into this Agreement, neither party relies on, and will have no remedy in respect of, any proposal, understanding, agreement, or representation other than as set out in this Agreement.
Neither party may assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with this Agreement, or any right, benefit, or interest under it, nor transfer or novate (each an “Assignment”) without the other party’s prior written consent. Any Assignment without Hertzian’s prior written consent is void. Notwithstanding the previous sentence, either party may make an Assignment without the other party’s prior written consent (but with notice to the other party) to a successor pursuant to a merger, acquisition, Change of Control, or similar transaction.
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Upon acceptance and payment of any Services or Order under this Agreement, Hertzian shall have the right to use the Customer name and logo on the customers list contained on its website. Upon Customer acceptance of the Services required by the applicable Order, Customer shall provide a testimonial relating to the Services provided for in such Order, and such testimonial may not be edited without Customer approval. Hertzian shall have the right to use such testimonial on its website.
Nothing in this Agreement creates or confers any rights or other benefits in favour of any person other than the parties to this Agreement even if that person has relied on any such term or has indicated to any party its assent to any such term and, where applicable, their successors and permitted assigns, pursuant to the Contracts (Rights of Third Parties) Act 1999.
Each party will deliver notices for legal service or material breach by a courier service or recorded delivery: for Hertzian, to its registered office address as set out above; for Customer, to its address as set out in an Order. Any notices for any matter other than legal service or material breach may be delivered in accordance with the previous sentence or by email. If sent by email, Customer will send the notice to firstname.lastname@example.org with Customer’s account manager in cc, and Hertzian will send the notice to Customer to via an email address listed in any Order. Notice sent by recorded delivery is received three business days after posting; email notice is deemed received 24 hours after it is sent.
This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Hertzian Ltd, Health and Wellbeing Innovation Centre, Treliske, Truro, TR13FF | 01872 248892 | Legal@hertzian.co.uk
Confidential © 2019 Hertzian Ltd.