Consultancy Services Terms

These Consulting Services Terms (“Consulting Services Terms”) govern your purchase and use of Ryan Laley Games’ Consulting Services and constitute a binding legal agreement between you and Ryan Laley Games. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Terms.

General

1. Your Obligations

Your Materials and Key Stakeholders.

You agree to provide Ryan Laley Games with any of Your Materials required for Ryan Laley Games to perform Consulting Services hereunder as well as access to your key stakeholders who are empowered to make decisions concerning the project and future development work. You agree to advise Ryan Laley Games on all inquiries arising before and during the delivery of the Consulting Services, and to reply to communications in a timely manner. Where Ryan Laley Games’ performance of Consulting Services requires input and technical feedback from a third party, you shall ensure such timely feedback is received by Ryan Laley Games.

You acknowledge that Ryan Laley Games’ performance and timely delivery of the Consulting Services is contingent upon: (a) timely delivery of Your Materials; and (b) availability of your key stakeholders. If requested by Ryan Laley Games, you will provide access to Your Materials prior to the scheduled start of the delivery of the Consulting Services. You agree that any reasonable scheduling or financial impact caused by your failure to deliver Your Materials on time or make key stakeholders available to Ryan Laley Games will be treated as a Change Request, subject to the “Scheduling and Modifications” section of these Terms.

Your Materials may include, but are not limited to:

Documentation. You will provide Ryan Laley Games with all relevant information, files, assets, materials and feedback in a timely manner.

Technical Specifications. You will provide Ryan Laley Games with all relevant minimum technical specifications and define all hardware required to conduct Consulting Services at least one (1) week in advance or with enough time, on a commercially reasonable basis, for Ryan Laley Games to organize related logistics and procurement ahead of the start of Consulting Services, whichever is longer.

Hardware. You will provide Ryan Laley Games Personnel with any additional required hardware not already available to Ryan Laley Games, including test devices, intended for use during the course of Consulting Services. All such devices will be returned at the end of the Term at your expense.

Source Code Access (where necessary). You will provide Ryan Laley Games with read or read/write access to your source code repository, as reasonably requested by Ryan Laley Games no later than one (1) week in advance of the start of Consulting Services.

Communications Access. You will provide Ryan Laley Games Personnel with communications access (e.g., e-mail addresses) for your applicable technical leadership and access to a shared real-time messaging service.

Location.

If Ryan Laley Games agrees to provide Consulting Services at a location other than remote, you agree to accept responsibility for the fitness and safe working conditions of the facilities for the Services, including but not limited to compliance with the rules, regulations, and/or guidelines, as applicable, of the Health and Safety Executive (HSE), renting/leasing any third-party location, ensuring Internet access is available both to Ryan Laley Games Personnel and your staff, ensuring that Consulting Services Personnel are authorized to enter the selected location, ensuring availability of all necessary technical equipment (like computers and other devices), providing access to your key stakeholders, such as availability of your technical leadership, in the project(s) and making other reasonable arrangements to assure successful completion of Consulting Services at the location. You will provide Ryan Laley Games with contact information for one (1) designated contact who will run lead on your behalf for the duration of the on-site visit.

2. Intellectual Property

Your Rights.

For the avoidance of doubt, as between you and Ryan Laley Games, you own all right, title and interest in and to Your Materials.

Subject to your payment in full of fees listed in the applicable Offering Identification, Ryan Laley Games hereby grants to you a non-exclusive, royalty-free, non-transferable, non-sublicensable, worldwide, license to make, use, modify, reproduce and prepare derivative works of the Deliverable in your internal business operations, subject at all times to your compliance with the Terms. You may not use or redistribute the Deliverable for any other Project(s) and/or purpose other than the respective Project(s) and/or purpose under which Ryan Laley Games created and delivered the Deliverable.

You acknowledge and agree that Ryan Laley Games may (a) use Ryan Laley Games Materials in the course of creating or delivering the Deliverable to you, and/or (b) incorporate, Ryan Laley Games Materials into the Deliverable; therefore, for all fully paid-up Deliverable(s), Ryan Laley Games grants to you a limited, non-exclusive, royalty-free license under Ryan Laley Games’ Intellectual Property Rights to use the underlying Ryan Laley Games Materials and the underlying Consulting Services Materials only to the extent necessary to enable you to exploit such Deliverable, subject at all times to your compliance with the Terms.

Ryan Laley Games’ Rights.

You: (a) represent and warrant to Ryan Laley Games that you own or control all rights in and to all information and materials, including Your Materials, provided by you or on your behalf hereunder; (b) represent and warrant to Ryan Laley Games that you will obtain all required consents from End Users for Ryan Laley Games to provide the Consulting Services, if applicable; and (c) grant to Ryan Laley Games and its subcontractors a non-exclusive, royalty-free, non-transferable, non-sublicensable, worldwide, license to make, use, modify, reproduce and prepare derivative works of Your Materials in order to provide, develop and improve the Consulting Services and other Ryan Laley Games Offerings.

You acknowledge and agree that Ryan Laley Games owns or controls all Intellectual Property Rights in and to the Deliverable, Consulting Services Materials and Ryan Laley Games Materials used during Ryan Laley Games’ performance of Consulting Services. You will not reverse engineer, decompile, or otherwise attempt to derive source code from any portions of the Deliverable, Consulting Services Materials and/or Ryan Laley Games Materials.

You acknowledge that Ryan Laley Games is in the business of, among other things, developing technology and providing development services to third parties. Accordingly, nothing shall be construed to preclude Ryan Laley Games from developing, marketing, using, licensing, modifying or otherwise freely exploiting any services or materials that are similar to the Consulting Services provided hereunder. You agree that Ryan Laley Games , its Affiliates, and their employees are free to use and employ any generalized ideas, concepts, knowhow, methods, techniques or skills gained or learned during the course of any Consulting Services provided hereunder and retained in the unaided memory of Ryan Laley Games and its affiliates’ employees, subject at all times to Ryan Laley Games’ confidentiality obligations set forth in the “Confidentiality” section of these Consulting Services Terms.

Ryan Laley Games reserves all rights not expressly granted to you herein.

3. Engaging Ryan Laley Games Personnel

Ryan Laley Games may subcontract all or any portion of performance of the Consulting Services to one or more authorized third party(ies) under the direction of Ryan Laley Games, provided that Ryan Laley Games shall at all times remain responsible for the performance of the Consulting Services. All engagements of Consulting Services shall be subject to the following requirements:

Working Hours.

If working on-site, Ryan Laley Games Personnel will not be required to perform Consulting Services on-site at your office for more than four (4) consecutive business days or more frequently than once per calendar month, unless otherwise agreed with Ryan Laley Games. Unless otherwise agreed with Ryan Laley Games, for on-site visits Ryan Laley Games Personnel will start travel to your premises on Monday and return to their home location no later than Friday. Visits to your premises on travel days will be provided at the sole discretion of the Ryan Laley Games Personnel.

Ryan Laley Games Personnel may take reasonable medical and holiday leave as specified by their employment or engagement with Ryan Laley Games and in accordance with applicable laws. If the Offering Identification applicable to the Consulting Services sets out Working Days, time consumed by medical or holiday leave will not be counted towards any pre-purchased Working Days, however, medical or holiday leave will not extend the Term for which Working Days are applicable. If the Offering Identification applicable to the Consulting Services sets out performance on a time and materials basis, Ryan Laley Games will invoice, and you will pay, time consumed by medical or holiday leave.

Support Staff.

You acknowledge and agree that at Ryan Laley Games’ discretion, Ryan Laley Games Personnel required to perform Consulting Services may include support staff to assist with scheduling, communications, and feedback surrounding the services outlined.

Expenses.

Unless otherwise agreed in writing, you will reimburse Ryan Laley Games for all reasonable and customary out-of-pocket travel, lodging and related expenses incurred by Ryan Laley Games in connection with Ryan Laley Games’ performance of Consulting Services, including but not limited to travel to and from your location, accommodation and meals during the Consulting Services period, and travel to and from any temporary accommodations and/or travel depots. At your request, Ryan Laley Games will furnish you with copies of receipts and other customary documentation for any expenses for which Ryan Laley Games requests reimbursement hereunder.

4. Working Days

If the Offering Identification sets out Working Days, metrics and/or timelines, you acknowledge and agree that these are estimates and that such estimates may increase where Ryan Laley Games ascertains that additional work is required or where there are any delays caused by you.

If you have purchased a prepaid pool of Working Days, Ryan Laley Games will determine, in its sole discretion, the number of Working Days required to fulfill each of your requests; and (c) as permitted by applicable law, the pool of Working Days must be consumed within twelve (12) months of purchase, or prior to the end of the Term, whichever is sooner. Any Working Days not so scheduled will otherwise expire.

If you require hours in addition to the hours provided for standard Consulting Services or a mutually agreed upon in the Statement of Work, such additional hours must be requested by you and approved by Ryan Laley Games in writing in advance (“Additional Hours”). If approved, Additional Hours will be charged on a pro-rata basis and uplifted by 200% on weekends and public holidays in the country the Services are being delivered from and 150% on Working Days.

5. Scheduling and Modifications

Scheduling.

You acknowledge and agree, in each case if applicable to the relevant Consulting Services, that: (a) it is your responsibility to contact Ryan Laley Games to schedule any Consulting Services; (b) you must contact Ryan Laley Games at least thirty (30) days prior to the date on which you would like to schedule the Consulting Services; and (c) any unused Consulting Services not scheduled during the current year of your subscription period will be forfeited. Accordingly, if you do not contact Ryan Laley Games to schedule Consulting Services at least thirty (30) days before the end of the year, you will forfeit such Consulting Services for that year.

The scheduling details (e.g., date, time, location) for each Consulting Services engagement must be mutually agreed between you and Ryan Laley Games and is subject to availability of Ryan Laley Games Personnel with the relevant experience and skill set. The parties each agree to arrive promptly at the scheduled time and location.

Consulting Services are subject to availability.

Refunds, Rescheduling and Cancellation.

For clarity, all purchases of Consulting Services, including any prepaid fees, are non-cancellable and non-refundable. You agree to notify Ryan Laley Games in writing of your intent to reschedule any previously scheduled Consulting Services with thirty (30) calendar days notice. In the event you notify Ryan Laley Games of your intent to reschedule all or part of the Consulting Services, Ryan Laley Games may invoice, and you will pay, all non-refundable travel and living expenses associated with such previously scheduled Consulting Services incurred before receiving your rescheduling notice. In the event you fail to notify Ryan Laley Games of your intent to reschedule Consulting Services with thirty (30) calendar days prior to the date such Consulting Services are scheduled to begin, you will forfeit such Consulting Services.

Change Requests.

Either you or Ryan Laley Games may request to modify a material provision of a Statement of Work, Order Form, or applicable Offering Identification by submitting a written Change Request (email sufficient).

You agree to provide Ryan Laley Games with timely updates of any changes in requirements, delivery schedule or other project-related information that may impact Ryan Laley Games’ delivery of Consulting Services. Upon receipt of your Change Request, Ryan Laley Games will estimate the financial and schedule impact, if any. The parties will review these estimates to determine whether the Change Request and its impact are mutually acceptable. If the parties agree on the Change Request, Ryan Laley Games will attach the final Change Request to the applicable Offering Identification. In the event such Change Request (a) expands the scope of the services offered or (b) increases or decreases the fees due for the Consulting Services, the Change Request shall be documented in an amendment signed by both parties.

6. Confidentiality

In addition to your confidentiality obligations set out in the Terms, you or Ryan Laley Games (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with these Terms. The Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, other than to the Receiving Party’s employees, agents and consultants who need to know such information to carry out the purposes contemplated by these Terms and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein.

The Receiving Party agrees to use at least the same degree of care to prevent unauthorized use and disclosure of Confidential Information as the Receiving Party uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).

The Receiving Party may use or disclose Confidential Information to the extent (a) approved by the Disclosing Party in writing or (b) the Receiving Party is legally compelled to disclose such Confidential Information provided, however, that prior to any such compelled disclosure, the Receiving Party shall give the Disclosing Party reasonable advance notice of any such disclosure and shall cooperate with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.

At any time at the Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party or destroy all materials (in written, electronic or other form) containing the Disclosing Party’s Confidential Information, including any copies and extracts thereof, and so certify in writing to the Disclosing Party. It is not a breach of the foregoing obligation to the extent the Disclosing Party’s Confidential Information is contained in an electronic file created pursuant to the Receiving Party’s routine backup or archiving procedures if such file is not easily deleted and is not generally accessible beyond the need for disaster recovery or similar operations.

7. Disclaimer

You acknowledge and agree to perform proper testing in your environment when using such Deliverable.

I. Solutions Additional Terms

These Solutions Additional Terms (“Solutions Services Terms”) govern your purchase of Ryan Laley Games’ Solutions Services. These Solutions Services Terms supplement the Consulting Services Terms.

1. Statement of Work

Ryan Laley Games offers standard and custom Solutions Services packages to be performed by Ryan Laley Games Personnel at mutually agreed dates, times and locations. In order to purchase customized Solutions Services, you and Ryan Laley Games will agree to and execute a Statement of Work or Order Form that describes such Solutions Services and any accompanying Deliverable. Each Statement of Work or Order Form: (a) must be signed by both parties; (b) is subject to and will form a part of these Terms; (c) will be subject to such additional terms and conditions as may be set out therein; and (d) will outline an expected number of Working Days, targeted metrics and/or performance timelines based on mutually-agreed objectives, goals and/or Deliverable.

Ryan Laley Games will not be required to perform any customized Solutions Services unless and until both parties have signed an Order Form or Statement of Work.

In the event of any conflict between the Consulting Services Terms and a Statement of Work, the Statement of Work shall control.

2. Long Term Engagements

For Solutions Services engagements exceeding three (3) months, Ryan Laley Games Personnel may take up to two (2) weeks per calendar quarter for training purposes. Ryan Laley Games agrees to coordinate the scheduling of such training periods with you at least four (4) weeks in advance. Time consumed by these training periods will not be counted towards any pre-purchased Working Days.

3. Termination

In addition to the parties’ respective termination rights set out in the Terms: (a) either party may terminate a particular Statement of Work or Offering Identification at any time upon written notice to the other party if the other party breaches any material term of the Terms or such Statement of Work (other than non-payment) and fails to cure such breach within thirty (30) days of receiving notice; (b) Ryan Laley Games may suspend its Solutions Services or terminate a Statement of Work or Offering Identification upon written notice to you if you fail to pay an invoice when due and do not cure such non-payment within ten (10) days of receiving notice

Consulting Services Terms Definitions

“Change Request” means a party’s written request to modify a provision of a Statement of Work, Order Form, or applicable Offering Identification.

“Consulting Services” means the specific services to be performed by Ryan Laley Games Personnel when performing Solutions Services, Project Review, or other similar consulting services performed by Ryan Laley Games Personnel as offered by Ryan Laley Games.

“Consulting Services Materials” means any intellectual property developed by Ryan Laley Games: (a) in the performance of Consulting Services (for example, methods or techniques developed to create or deliver Deliverable), but excluding the intellectual property of the Deliverable and of Your Materials; or (b) that are improvements to any of the foregoing.

“Deliverable” means any original work of authorship fixed in a tangible medium, including software code, content, and/or other materials, delivered by Ryan Laley Games to you in the scope of the Consulting Services.

“Order Form” means Ryan Laley Games’ standard ordering document or other mutually agreed ordering document for the applicable Consulting Service.

“Solutions Services” means the specific consulting services as set forth in the applicable Offering Identification provided by Ryan Laley Games “Accelerate Solutions”.

“Project Review” means the short term consultancy engagements, accelerators, or audits as performed by Ryan Laley Games Personnel. Project Review may be offered as part of Support Services.

“Statement of Work” means a description of “custom” Consulting Services to be performed hereunder that is signed by both you and Ryan Laley Games. Each Statement of Work will include Deliverable, tasks, schedules, fees and other project-specific details (including any related license grants and terms in addition to those already granted hereunder), all as applicable.

“Term” means the period of time starting on the date you purchase Consulting Services pursuant to the Offering Identification and continuing for the period of time designated in the Offering Identification, as applicable.

“Ryan Laley Games Personnel” means any Ryan Laley Games employee, any agent or other third party authorized by Ryan Laley Games to provide the Consulting Services.

“Working Day” means eight (8) hours of Consulting Services performed by one (1) Ryan Laley Games Personnel, however if Consulting Services are performed remotely, Working Day means six (6) hours of Consulting Services performed by (1) Ryan Laley Games Personnel. A Working Day excludes any time taken for lunch.

“Your Materials” means any of the following that you provide to Ryan Laley Games for the performance of Consulting Services hereunder or in connection with the Deliverable: (a) any intellectual property owned by you; or (b) any Third Party Materials.