<h2>1. Introduction and Acceptance</h2>
<p>These Terms and Conditions ("Terms," "Terms and Conditions") constitute a legally binding agreement between you ("you," "your," or "Client") and X CasinoBuilder ("we," "us," "our," "Company"), a company engaged in the business of developing, licensing, and providing enterprise-grade online casino platform software, sportsbook platforms, white label gaming solutions, and related technical services. By accessing, browsing, or using our website located at xcasinobuilder.com (the "Website"), submitting a quote request, contacting us, or purchasing or using any of our products or services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by all of the terms and conditions set forth herein, as well as our Privacy Policy, which is incorporated by reference into these Terms.</p>
<p>If you do not agree with any of these Terms or do not have the legal authority to bind the entity you represent, you must immediately cease all use of our Website and refrain from using any of our Services. You represent and warrant that: (a) you are at least 18 years of age; (b) you possess the full legal authority, capacity, and right to enter into these Terms and to perform your obligations hereunder; (c) if you are entering into these Terms on behalf of a company, partnership, trust, or other legal entity, you have the necessary authorization from that entity to do so and to bind it; (d) you will use the Website and Services only for lawful business purposes in compliance with all applicable laws and regulations; and (e) you are not accessing the Website from a jurisdiction where such access or use would be contrary to local law or regulation.</p>
<h2>2. Scope of Services</h2>
<p>The Company provides software development and technology consulting services for the online gaming and iGaming industry including but not limited to: white label casino platforms, custom casino platform development, sportsbook and betting platform development, live dealer solutions and integrations, payment gateway and KYC/AML integration services, native mobile application development (iOS, Android), Progressive Web App (PWA) development, regulatory compliance consulting, licensing support services, platform hosting and infrastructure management, ongoing maintenance and technical support, and any other software development, consulting, or technical services as described in our proposals, quotes, or statements of work (each an "SOW"). All Services are provided exclusively for business-to-business (B2B) purposes. You acknowledge and agree that the Services are intended for use solely by licensed or license-seeking gaming operators and technology companies, and not for consumers or end-users of gambling products. The Company does not operate, manage, or provide any player-facing gambling services, and does not accept deposits, wagers, or payouts from individual players or consumers.</p>
<h2>3. Quote Request and Communications</h2>
<p>When you submit a request for a quote, contact us, or provide information through any form on our Website, you agree to provide accurate, current, and complete information. Any information you submit to us is subject to our Privacy Policy. Submission of a quote request does not constitute acceptance of our Services or create any binding obligation on either party. Quotes are valid for 30 days from the date of issuance unless otherwise stated in writing. A binding contract for Services shall only exist upon the Company's written acceptance of your order, your acceptance of a written proposal, SOW, or service agreement, or the Company's commencement of Services following your confirmed and written acceptance of our quote and payment of any applicable deposit or fees. We reserve the right to refuse to provide Services to any person or entity for any lawful reason, including but not limited to suspected fraudulent activity, legal or compliance concerns, or failure to meet our client eligibility requirements. All communications between you and our team, including but not limited to emails, calls, instant messages (WhatsApp, Telegram, Skype), and documents, are considered business communications.</p>
<h2>4. Payment Terms, Taxes, and Fees</h2>
<p>All fees, pricing, and payment schedules for Services shall be as specified in the applicable quote, proposal, SOW, or separate written agreement between you and the Company. Unless otherwise explicitly stated in writing, all prices are quoted in United States Dollars (USD). Payment terms, unless otherwise agreed in a signed written agreement, are as follows: (a) 50% (fifty percent) of the total contract value due upon signing of the SOW or acceptance of the proposal, to be paid within seven (7) calendar days; (b) milestone payments as specified in the SOW due within seven (7) calendar days of milestone achievement acceptance; (c) the remaining final balance due no later than seven (7) calendar days prior to the scheduled project delivery or platform go-live date. Invoices not paid within the specified payment period are subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance, compounded monthly. You are responsible for and shall promptly pay all applicable taxes, duties, levies, and governmental charges arising from or related to the Services, excluding taxes based solely on our net income or payroll. If any withholding tax is required by law to be deducted from any payment to the Company, you shall pay such additional amounts as are necessary to ensure that the net amount actually received by the Company after all withholdings and deductions is equal to the full amount the Company would have received in the absence of such withholding or deduction. All payments shall be made via bank wire transfer, credit card, ACH, cryptocurrency, or such other method as the Company may approve in writing.</p>
<h2>5. Intellectual Property Rights</h2>
<p>Subject to the terms of any separate written agreement regarding intellectual property ownership, the following provisions shall apply:</p>
<p><strong>5.1 Company Property:</strong> The Company retains all right, title, and interest in and to all of its pre-existing intellectual property, pre-existing technology, proprietary platforms, software code (including but not limited to the core platform code, proprietary game engines, risk management systems, back office systems, CRM systems, affiliate modules, bonus engines, payment processing integrations, and source code thereof), tools, libraries, frameworks, methodologies, documentation, know-how, processes, algorithms, trade secrets, and any derivatives, improvements, modifications, or additions thereto (collectively, "Company IP"), whether developed before, during, or after the provision of Services. Nothing in these Terms or any engagement shall be construed as granting or transferring to you or any third party any ownership rights in or to any Company IP.</p>
<p><strong>5.2 Client-Specific Customizations:</strong> For packages that explicitly include custom development work, and subject to full payment of all fees due under the applicable SOW, the Company grants you a worldwide, non-exclusive, perpetual, royalty-free, non-sublicensable (except to your affiliates and contractors providing services solely for your benefit), non-transferable license to use those custom features, UI/UX designs, and specific functional modifications developed exclusively for you and identified in writing as deliverables in the SOW ("Custom Deliverables"), solely for your internal business purposes in connection with operating your gaming platform. For our Custom Build package and Enterprise tier clients who have explicitly contracted for and paid a premium for source code ownership and exclusive rights in writing, the Company shall, upon receipt of full payment, assign and transfer to you all of its right, title, and interest (including all intellectual property rights) in and to such Custom Deliverables specifically identified as assignable in writing; provided, however, that the Company shall retain a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, reproduce, and incorporate any underlying generic components, algorithms, libraries, and tools that are not unique to your specific project for its internal business purposes and for the development and provision of services to other clients.</p>
<p><strong>5.3 Moral Rights:</strong> To the maximum extent permitted by applicable law, you hereby waive all moral rights, including rights of attribution, integrity, paternity, and disclosure, that you may have in or to any deliverables, work product, Custom Deliverables, or materials created under these Terms or any SOW, and consent to any act or omission which would otherwise constitute an infringement of such moral rights.</p>
<p><strong>5.4 Reservation of Rights:</strong> All rights not expressly granted to you under these Terms are expressly reserved by the Company. No license or right is granted by implication, estoppel, or otherwise.</p>
<h2>6. Confidentiality</h2>
<p>Both parties acknowledge and agree that in the course of discussing, negotiating, and performing the Services, each party may have access to or become aware of confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes, without limitation: (a) all information regarding business affairs, operations, clients, customers, prospective clients, suppliers, financial information, business plans, marketing plans, strategies, forecasts, trade secrets, know-how, technical information, designs, architecture diagrams, source code, APIs, pricing, fees, and personnel matters; (b) the terms and existence of any proposal, SOW, agreement, or engagement between the parties; (c) all information exchanged during consultations, demonstrations, project discussions, and technical reviews; and (d) any information clearly marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (i) use the Confidential Information of the other party solely for the purpose of evaluating, entering into, and performing its obligations under any agreement or engagement; (ii) protect such Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care; (iii) restrict disclosure of such Confidential Information to its employees, officers, directors, professional advisors, contractors, and affiliates who have a need to know such information and who are bound by written or professional obligations of confidentiality at least as protective as those set forth herein. The obligations of confidentiality shall not apply to information that the receiving party can demonstrate: (A) is or becomes generally available to the public through no fault of the receiving party; (B) was rightfully known by the receiving party prior to disclosure by the disclosing party without any confidentiality obligation; (C) is rightfully received from a third party without breach of any obligation of confidentiality; (D) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (E) is required to be disclosed by law, regulation, or valid court or governmental order, provided that the receiving party provides reasonable advance written notice (to the extent legally possible) to the disclosing party to allow for a protective order or other appropriate remedy, and limits disclosure to the minimum extent required. These confidentiality obligations shall survive the termination or expiration of any agreement or engagement for a period of five (5) years from the date of first disclosure of the Confidential Information, or indefinitely in the case of trade secrets for as long as such information retains trade secret status under applicable law.</p>
<h2>7. Warranty Disclaimer</h2>
<p>EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN WARRANTY OR SOW SIGNED BY THE COMPANY, THE WEBSITE AND ALL SERVICES AND MATERIALS (INCLUDING DELIVERABLES AND SOFTWARE) ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS WITHOUT REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, SECURITY, AND QUIET ENJOYMENT, AND ANY WARRANTIES THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR WILL MEET YOUR REQUIREMENTS OR OPERATE AS ANTICIPATED. THE COMPANY DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE SERVICE WILL MEET YOUR BUSINESS NEEDS, OR THAT SOFTWARE OR DELIVERABLES WILL BE COMPATIBLE WITH ALL SYSTEMS, PLATFORMS, OR THIRD-PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS WARRANTY CONTAINED HEREIN. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.</p>
<h2>8. Limitation of Liability</h2>
<p>TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, DATA, SAVINGS, OR USE, INTERRUPTION OF BUSINESS, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OR INABILITY TO USE THE WEBSITE OR ANY SERVICES, OR ANY MATTER ARISING HEREUNDER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE, COLLECTIVE LIABILITY OF ALL OF THE COMPANY PARTIES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STATUTE, OR UNDER ANY OTHER THEORY OF LAW, ARISING OUT OF OR RELATING TO THESE TERMS, OR ANY SOW OR SERVICES PERFORMED THEREUNDER, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMITATION. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A NEGOTIATED, KNOWING ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT THE COMPANY WOULD NOT ENTER INTO THESE TERMS OR PROVIDE THE SERVICES ABSENT SUCH ALLOCATION OF RISK AND LIMITATIONS OF LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU INSOFAR AS SUCH LIMITATION OR EXCLUSION IS PROHIBITED BY SUCH JURISDICTION'S LAW.</p>
<h2>9. Term and Termination</h2>
<p>These Terms shall remain in full force and effect for so long as you use the Website or any Services, unless terminated in accordance with this section. Any SOW, service agreement, or project engagement between the parties shall continue for the term set forth in the applicable SOW or agreement, unless earlier terminated as provided herein or in such agreement. Either party may terminate any SOW or service engagement for cause: (a) upon thirty (30) days' prior written notice to the other party in the event of a material breach by the other party that remains uncured after such 30-day notice period; provided, however, that no cure period shall be required for a breach of confidentiality, infringement of intellectual property rights, non-payment of any amount due for more than fifteen (15) days, or any other breach that cannot reasonably be cured within the 30-day period; or (b) immediately upon written notice in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy or has an involuntary petition filed against it that is not dismissed within sixty (60) days, or has a receiver, trustee, custodian, or similar officer appointed for all or a significant part of its assets. Upon any termination or expiration of any SOW or engagement for any reason: (i) you shall promptly pay to the Company all outstanding fees, expenses, and other amounts due and payable for all Services performed and work completed (including work in progress on a pro-rata basis) through the effective date of termination; (ii) each party shall cease using and, upon written request, promptly return or securely destroy all Confidential Information of the other party in its possession or control; (iii) you shall cease all use of any Company IP, licensed software, and materials; and (iv) the accrued rights and obligations of the parties as of such termination shall survive, including but not limited to payment obligations, confidentiality obligations, intellectual property provisions, warranty disclaimers, and limitations of liability.</p>
<h2>10. Regulatory and Compliance Disclaimers</h2>
<p><strong>10.1 No Legal or Regulatory Advice:</strong> The Company provides software development, technology, and platform services. Nothing in our Services, any documentation, Website content, or communications with our team constitutes legal advice, tax advice, regulatory advice, or a guarantee of compliance with any gambling, gaming, data protection, anti-money laundering, financial services, consumer protection, or other laws or regulations. All decisions regarding licensing requirements, regulatory compliance, jurisdictional suitability, and legal obligations applicable to your business are your sole responsibility. We strongly recommend that you engage qualified and licensed legal counsel, compliance consultants, auditors, and other professional advisors to ensure that your gaming operations and use of our platform comply with all applicable federal, state, provincial, and local laws, regulations, and regulatory requirements of the jurisdictions in which you intend to operate. </p>
<p><strong>10.2 No Warranty of Licensure:</strong> While we may provide referrals to third-party licensing consultants or information about licensing processes, we do not warrant, guarantee, or make any representations whatsoever regarding your ability to obtain or maintain any gaming license, regulatory approval, or certification in any jurisdiction. Any such referrals or information are provided as a courtesy only and do not constitute an endorsement, guarantee, or warranty. Approval or rejection of any license application rests solely with the relevant regulatory authorities.</p>
<p><strong>10.3 Third-Party Integrations and Compliance:</strong> The platform may integrate with or contain third-party software, services, game providers, payment processors, data providers, KYC/AML tools, or other technologies ("Third-Party Services"). Your use of any such Third-Party Services is governed solely by the respective terms of service, licenses, and privacy policies of such third parties. The Company is not responsible for and makes no warranties or representations regarding: (a) the availability, performance, functionality, accuracy, or legality of any Third-Party Services; (b) the compliance of any Third-Party Services with any laws, regulations, or licensing requirements; or (c) the acts, omissions, or business practices of any third party. You are solely responsible for ensuring that your use of any Third-Party Services complies with all applicable terms and laws. To the maximum extent permitted by law, you agree to waive, release, discharge, and hold harmless the Company from and against any and all claims, losses, damages, or liabilities arising out of or related to any Third-Party Services.</p>
<h2>11. Indemnification</h2>
<p>You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, suppliers, service providers, contractors, representatives, successors, and assigns (the "Indemnified Parties") from and against any and all claims, actions, suits, proceedings, demands, losses, liabilities, damages, judgments, settlements, awards, costs, and expenses (including, without limitation, reasonable attorneys' fees, court costs, expert witness fees, investigative fees, and other professional fees) arising out of, resulting from, or in any way related to: (a) your breach or alleged breach of any provision of these Terms, including but not limited to any breach of your representations, warranties, covenants, or obligations; (b) your use or misuse of the Website, Services, or any deliverables or software; (c) any facts, circumstances, or matters relating to your business operations, including but not limited to your gaming operations, marketing practices, customer interactions, payment processing, handling of player funds, data privacy practices, or advertising activities; (d) any allegation that your operations, content, branding, or materials, or your use of the Services or deliverables in combination with other technology, content, or data, infringes, misappropriates, or violates any patent, copyright, trademark, trade secret, right of publicity, right of privacy, or other right of any third party; (e) any failure by you to comply with any applicable laws, regulations, rules, or licensing requirements, including all gaming, gambling, financial, data protection, anti-money laundering, and consumer protection laws and regulations; (f) any claim brought by your players, customers, employees, contractors, affiliates, partners, suppliers, or any third party arising from your use of the Services; or (g) any gross negligence, fraud, or willful misconduct by you, your officers, employees, agents, or contractors. The Company shall: (i) provide you with prompt written notice of any claim subject to indemnification; (ii) provide you with reasonable cooperation and assistance, at your expense, in the defense of any such claim; and (iii) allow you to control the defense and settlement of any such claim with counsel reasonably satisfactory to the Company; provided, however, that no settlement shall be entered into without the Company's prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) if such settlement imposes any obligation on or contains any admission of wrongdoing by the Company. The Company retains the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses and shall no longer control the defense and settlement of such matter.</p>
<h2>12. Use of Website and Prohibited Conduct</h2>
<p>You agree that you will not, and will not permit any third party to: (a) use the Website or Services for any unlawful purpose or in violation of any local, state, national, or international law, regulation, or treaty; (b) violate, infringe, or misappropriate the rights of any third party, including without limitation intellectual property rights, privacy rights, publicity rights, or contractual rights; (c) interfere with or disrupt the Website, Services, or the servers, networks, security, or infrastructure used to provide the Website or Services, including but not limited to submitting malware, viruses, worms, Trojan horses, ransomware, spyware, adware, or any other malicious or destructive code; (d) attempt to gain unauthorized access to any portion of the Website, Services, other users' accounts, computer systems, or networks connected to our servers through hacking, password mining, credential stuffing, brute force attacks, or any other means; (e) monitor, copy, scrape, crawl, harvest, collect, frame, mirror, reproduce, distribute, publicly display, publicly perform, or otherwise use the Website or its content (including but not limited to source code, HTML, CSS, JavaScript, graphics, logos, text, images, video, audio, and user interface elements) using any automated system, tool, software, script, bot, spider, crawler, or device, or for any competitive or commercial purpose, without our prior express written permission; (f) modify, translate, adapt, merge, decompile, disassemble, reverse engineer, or attempt to derive the source code of any software, algorithms, or technology underlying or included in the Website or Services, except to the extent that such restriction is expressly prohibited by applicable law; (g) create accounts, submit forms, or make requests for quotes using any automated means, false identities, fraudulent information, impersonation of any person or entity, or misrepresentation of your affiliation with any person or entity; (h) deep-link to any page, feature, image, asset, or resource on the Website for any purpose without our express written consent; (i) use the Website or Services to transmit, distribute, store, or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; or (j) remove, alter, obscure, or modify any copyright, trademark, proprietary notice, or terms of service notice appearing on the Website, Services, or any materials provided by the Company. Violations of these provisions may result in termination of your access to the Website and Services and may also give rise to criminal and civil liability.</p>
<h2>13. Modifications to Terms and Services</h2>
<p>The Company reserves the right, in its sole and absolute discretion, to modify, suspend, discontinue, or update any aspect of the Website, Terms, or Services at any time, for any reason, without prior notice or liability. When we make material changes to these Terms, we will update the "Last Updated" date at the top of this page and, where appropriate, may provide additional notice through email or a prominent notice on our Website. Your continued access to or use of the Website or Services following any such modification constitutes your binding acceptance of the modified Terms. It is your responsibility to regularly check the Website for any modifications. If you do not agree to the modified Terms, you must immediately discontinue all use of the Website and Services.</p>
<h2>14. Governing Law and Dispute Resolution</h2>
<p>These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, any SOW, your use of the Website or Services, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws rules or principles, except that the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any legal action or proceeding arising out of or relating to any Dispute shall be exclusively brought in the federal and state courts located in New Castle County, Delaware, United States of America, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts for the purpose of any such action or proceeding, and waives any objection to such jurisdiction or venue on the basis of forum non conveniens or otherwise. Notwithstanding the foregoing, the Company may seek injunctive relief or other equitable remedies in any court of competent jurisdiction, without bond, in the event of any actual or threatened breach of confidentiality, intellectual property infringement, or unauthorized use of our technology, Services, or Confidential Information. In any action or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover its costs, expenses, and reasonable attorneys' fees from the non-prevailing party.</p>
<h2>15. Miscellaneous Provisions</h2>
<p><strong>15.1 Entire Agreement:</strong> These Terms, together with the Privacy Policy and any written SOW or service agreement executed by both parties (including all attachments, exhibits, and appendices thereto), constitute the complete, final, and exclusive statement of the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous discussions, understandings, representations, statements, negotiations, and agreements, whether written or oral, with respect to such subject matter. No course of prior dealings, no usage of trade, and no oral statement shall be effective to amend, modify, supplement, or vary any provision of these Terms. No modification or amendment to these Terms shall be effective unless it is in writing and signed by an authorized representative of the Company. </p>
<p><strong>15.2 Severability:</strong> If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, void, unenforceable, or contrary to law or public policy, the remaining provisions of these Terms shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. In such event, the invalid or unenforceable provision shall be deemed automatically reformed, modified, or limited to the minimum extent necessary to make it valid, enforceable, and in accordance with the original intent of the parties as expressed herein.</p>
<p><strong>15.3 Waiver:</strong> No failure or delay by either party in exercising any right, power, privilege, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof, or the exercise of any other right, power, privilege, or remedy provided herein or by law. No waiver of any provision of these Terms or any breach thereof shall be deemed a continuing waiver, a waiver of any other provision or subsequent breach, or create a course of dealing, unless such waiver is in writing and signed by the party against whom enforcement is sought.</p>
<p><strong>15.4 Assignment:</strong> You may not assign, transfer, delegate, or sublicense any of your rights, obligations, or interests under these Terms or any SOW without the prior express written consent of the Company (which may be withheld in the Company's sole and absolute discretion). Any purported assignment, transfer, delegation, or sublicense in violation of this provision shall be null and void and of no force or effect. The Company may freely assign, transfer, delegate, or sublicense these Terms or any of its rights or obligations hereunder, in whole or in part, to any affiliate, subsidiary, or successor (whether by merger, acquisition, sale of all or substantially all assets, or otherwise) without your consent or prior notice.</p>
<p><strong>15.5 Relationship of Parties:</strong> The parties to these Terms are independent contractors, and nothing contained herein shall be construed to create a partnership, joint venture, employment, agency, or franchise relationship between the parties. Neither party shall have any right, power, or authority to enter into any agreement or commitment, or to create any obligation or warranty, express or implied, on behalf of or in the name of the other party. Employees of the Company are not employees or agents of Client, and employees of Client are not employees or agents of the Company. </p>
<p><strong>15.6 Notices:</strong> All notices, requests, demands, consents, approvals, and other communications required or permitted under these Terms shall be in writing and shall be deemed duly given: (a) when personally delivered; (b) when sent by email with confirmation of transmission and receipt (email to [email protected] for the Company, and to the email address you provide in your account or communications); (c) three (3) business days after being deposited in the mail, registered or certified mail, postage prepaid, return receipt requested, addressed to the respective parties at their addresses set forth in the applicable SOW or as otherwise provided; or (d) one (1) business day after being deposited with a nationally recognized overnight courier service, shipping charges prepaid, with tracking or acknowledgment of receipt. Addresses for notice may be changed from time to time by notice given as provided herein. </p>
<p><strong>15.7 Force Majeure:</strong> The Company shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms, when and to the extent that such failure or delay is caused by, results from, or arises out of any event or circumstance beyond the reasonable control of the Company, including, without limitation: acts of God; earthquakes, floods, fires, hurricanes, tornadoes, epidemics, pandemics, public health emergencies, or natural disasters; war, invasion, hostilities, terrorist attacks, civil unrest, riots, insurrections, revolutions, armed conflicts, or government actions or orders; embargoes, blockades, strikes, labor disputes, lockouts, or work stoppages; governmental laws, regulations, orders, actions, or inactions; failures or fluctuations in electrical power, telecommunications, internet service providers, third-party hosting providers, cloud services, or data centers; failure of payment processors, game providers, or other third-party services; or acts or omissions of you or third parties. In the event of a force majeure event, the Company shall promptly notify you of the nature and extent thereof and shall use reasonable commercial efforts to resume performance as soon as practicable under the circumstances. If a force majeure event continues for more than sixty (60) consecutive days, either party may, upon written notice to the other, terminate any affected SOW or engagement without liability except for amounts already earned or payable as of the date of termination.</p>
<p><strong>15.8 Survival:</strong> The provisions of these Terms that by their nature are intended to survive the termination or expiration of these Terms shall so survive, including without limitation Sections 4 (Payment Terms), 5 (Intellectual Property Rights), 6 (Confidentiality), 7 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Termination), 11 (Indemnification), 14 (Governing Law and Dispute Resolution), and 15 (Miscellaneous).</p>
<p><strong>15.9 Contact Information:</strong> For any questions, complaints, or notices regarding these Terms, please contact the Company by email at [email protected] or by postal mail at X CasinoBuilder, 600 Market St, San Francisco, CA 94105, United States of America.</p>
<p>These Terms and Conditions ("Terms," "Terms and Conditions") constitute a legally binding agreement between you ("you," "your," or "Client") and X CasinoBuilder ("we," "us," "our," "Company"), a company engaged in the business of developing, licensing, and providing enterprise-grade online casino platform software, sportsbook platforms, white label gaming solutions, and related technical services. By accessing, browsing, or using our website located at xcasinobuilder.com (the "Website"), submitting a quote request, contacting us, or purchasing or using any of our products or services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by all of the terms and conditions set forth herein, as well as our Privacy Policy, which is incorporated by reference into these Terms.</p>
<p>If you do not agree with any of these Terms or do not have the legal authority to bind the entity you represent, you must immediately cease all use of our Website and refrain from using any of our Services. You represent and warrant that: (a) you are at least 18 years of age; (b) you possess the full legal authority, capacity, and right to enter into these Terms and to perform your obligations hereunder; (c) if you are entering into these Terms on behalf of a company, partnership, trust, or other legal entity, you have the necessary authorization from that entity to do so and to bind it; (d) you will use the Website and Services only for lawful business purposes in compliance with all applicable laws and regulations; and (e) you are not accessing the Website from a jurisdiction where such access or use would be contrary to local law or regulation.</p>
<h2>2. Scope of Services</h2>
<p>The Company provides software development and technology consulting services for the online gaming and iGaming industry including but not limited to: white label casino platforms, custom casino platform development, sportsbook and betting platform development, live dealer solutions and integrations, payment gateway and KYC/AML integration services, native mobile application development (iOS, Android), Progressive Web App (PWA) development, regulatory compliance consulting, licensing support services, platform hosting and infrastructure management, ongoing maintenance and technical support, and any other software development, consulting, or technical services as described in our proposals, quotes, or statements of work (each an "SOW"). All Services are provided exclusively for business-to-business (B2B) purposes. You acknowledge and agree that the Services are intended for use solely by licensed or license-seeking gaming operators and technology companies, and not for consumers or end-users of gambling products. The Company does not operate, manage, or provide any player-facing gambling services, and does not accept deposits, wagers, or payouts from individual players or consumers.</p>
<h2>3. Quote Request and Communications</h2>
<p>When you submit a request for a quote, contact us, or provide information through any form on our Website, you agree to provide accurate, current, and complete information. Any information you submit to us is subject to our Privacy Policy. Submission of a quote request does not constitute acceptance of our Services or create any binding obligation on either party. Quotes are valid for 30 days from the date of issuance unless otherwise stated in writing. A binding contract for Services shall only exist upon the Company's written acceptance of your order, your acceptance of a written proposal, SOW, or service agreement, or the Company's commencement of Services following your confirmed and written acceptance of our quote and payment of any applicable deposit or fees. We reserve the right to refuse to provide Services to any person or entity for any lawful reason, including but not limited to suspected fraudulent activity, legal or compliance concerns, or failure to meet our client eligibility requirements. All communications between you and our team, including but not limited to emails, calls, instant messages (WhatsApp, Telegram, Skype), and documents, are considered business communications.</p>
<h2>4. Payment Terms, Taxes, and Fees</h2>
<p>All fees, pricing, and payment schedules for Services shall be as specified in the applicable quote, proposal, SOW, or separate written agreement between you and the Company. Unless otherwise explicitly stated in writing, all prices are quoted in United States Dollars (USD). Payment terms, unless otherwise agreed in a signed written agreement, are as follows: (a) 50% (fifty percent) of the total contract value due upon signing of the SOW or acceptance of the proposal, to be paid within seven (7) calendar days; (b) milestone payments as specified in the SOW due within seven (7) calendar days of milestone achievement acceptance; (c) the remaining final balance due no later than seven (7) calendar days prior to the scheduled project delivery or platform go-live date. Invoices not paid within the specified payment period are subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance, compounded monthly. You are responsible for and shall promptly pay all applicable taxes, duties, levies, and governmental charges arising from or related to the Services, excluding taxes based solely on our net income or payroll. If any withholding tax is required by law to be deducted from any payment to the Company, you shall pay such additional amounts as are necessary to ensure that the net amount actually received by the Company after all withholdings and deductions is equal to the full amount the Company would have received in the absence of such withholding or deduction. All payments shall be made via bank wire transfer, credit card, ACH, cryptocurrency, or such other method as the Company may approve in writing.</p>
<h2>5. Intellectual Property Rights</h2>
<p>Subject to the terms of any separate written agreement regarding intellectual property ownership, the following provisions shall apply:</p>
<p><strong>5.1 Company Property:</strong> The Company retains all right, title, and interest in and to all of its pre-existing intellectual property, pre-existing technology, proprietary platforms, software code (including but not limited to the core platform code, proprietary game engines, risk management systems, back office systems, CRM systems, affiliate modules, bonus engines, payment processing integrations, and source code thereof), tools, libraries, frameworks, methodologies, documentation, know-how, processes, algorithms, trade secrets, and any derivatives, improvements, modifications, or additions thereto (collectively, "Company IP"), whether developed before, during, or after the provision of Services. Nothing in these Terms or any engagement shall be construed as granting or transferring to you or any third party any ownership rights in or to any Company IP.</p>
<p><strong>5.2 Client-Specific Customizations:</strong> For packages that explicitly include custom development work, and subject to full payment of all fees due under the applicable SOW, the Company grants you a worldwide, non-exclusive, perpetual, royalty-free, non-sublicensable (except to your affiliates and contractors providing services solely for your benefit), non-transferable license to use those custom features, UI/UX designs, and specific functional modifications developed exclusively for you and identified in writing as deliverables in the SOW ("Custom Deliverables"), solely for your internal business purposes in connection with operating your gaming platform. For our Custom Build package and Enterprise tier clients who have explicitly contracted for and paid a premium for source code ownership and exclusive rights in writing, the Company shall, upon receipt of full payment, assign and transfer to you all of its right, title, and interest (including all intellectual property rights) in and to such Custom Deliverables specifically identified as assignable in writing; provided, however, that the Company shall retain a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, reproduce, and incorporate any underlying generic components, algorithms, libraries, and tools that are not unique to your specific project for its internal business purposes and for the development and provision of services to other clients.</p>
<p><strong>5.3 Moral Rights:</strong> To the maximum extent permitted by applicable law, you hereby waive all moral rights, including rights of attribution, integrity, paternity, and disclosure, that you may have in or to any deliverables, work product, Custom Deliverables, or materials created under these Terms or any SOW, and consent to any act or omission which would otherwise constitute an infringement of such moral rights.</p>
<p><strong>5.4 Reservation of Rights:</strong> All rights not expressly granted to you under these Terms are expressly reserved by the Company. No license or right is granted by implication, estoppel, or otherwise.</p>
<h2>6. Confidentiality</h2>
<p>Both parties acknowledge and agree that in the course of discussing, negotiating, and performing the Services, each party may have access to or become aware of confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes, without limitation: (a) all information regarding business affairs, operations, clients, customers, prospective clients, suppliers, financial information, business plans, marketing plans, strategies, forecasts, trade secrets, know-how, technical information, designs, architecture diagrams, source code, APIs, pricing, fees, and personnel matters; (b) the terms and existence of any proposal, SOW, agreement, or engagement between the parties; (c) all information exchanged during consultations, demonstrations, project discussions, and technical reviews; and (d) any information clearly marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (i) use the Confidential Information of the other party solely for the purpose of evaluating, entering into, and performing its obligations under any agreement or engagement; (ii) protect such Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care; (iii) restrict disclosure of such Confidential Information to its employees, officers, directors, professional advisors, contractors, and affiliates who have a need to know such information and who are bound by written or professional obligations of confidentiality at least as protective as those set forth herein. The obligations of confidentiality shall not apply to information that the receiving party can demonstrate: (A) is or becomes generally available to the public through no fault of the receiving party; (B) was rightfully known by the receiving party prior to disclosure by the disclosing party without any confidentiality obligation; (C) is rightfully received from a third party without breach of any obligation of confidentiality; (D) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (E) is required to be disclosed by law, regulation, or valid court or governmental order, provided that the receiving party provides reasonable advance written notice (to the extent legally possible) to the disclosing party to allow for a protective order or other appropriate remedy, and limits disclosure to the minimum extent required. These confidentiality obligations shall survive the termination or expiration of any agreement or engagement for a period of five (5) years from the date of first disclosure of the Confidential Information, or indefinitely in the case of trade secrets for as long as such information retains trade secret status under applicable law.</p>
<h2>7. Warranty Disclaimer</h2>
<p>EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN WARRANTY OR SOW SIGNED BY THE COMPANY, THE WEBSITE AND ALL SERVICES AND MATERIALS (INCLUDING DELIVERABLES AND SOFTWARE) ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS WITHOUT REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, SECURITY, AND QUIET ENJOYMENT, AND ANY WARRANTIES THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR WILL MEET YOUR REQUIREMENTS OR OPERATE AS ANTICIPATED. THE COMPANY DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE SERVICE WILL MEET YOUR BUSINESS NEEDS, OR THAT SOFTWARE OR DELIVERABLES WILL BE COMPATIBLE WITH ALL SYSTEMS, PLATFORMS, OR THIRD-PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS WARRANTY CONTAINED HEREIN. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.</p>
<h2>8. Limitation of Liability</h2>
<p>TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, DATA, SAVINGS, OR USE, INTERRUPTION OF BUSINESS, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OR INABILITY TO USE THE WEBSITE OR ANY SERVICES, OR ANY MATTER ARISING HEREUNDER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE, COLLECTIVE LIABILITY OF ALL OF THE COMPANY PARTIES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STATUTE, OR UNDER ANY OTHER THEORY OF LAW, ARISING OUT OF OR RELATING TO THESE TERMS, OR ANY SOW OR SERVICES PERFORMED THEREUNDER, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMITATION. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A NEGOTIATED, KNOWING ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT THE COMPANY WOULD NOT ENTER INTO THESE TERMS OR PROVIDE THE SERVICES ABSENT SUCH ALLOCATION OF RISK AND LIMITATIONS OF LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU INSOFAR AS SUCH LIMITATION OR EXCLUSION IS PROHIBITED BY SUCH JURISDICTION'S LAW.</p>
<h2>9. Term and Termination</h2>
<p>These Terms shall remain in full force and effect for so long as you use the Website or any Services, unless terminated in accordance with this section. Any SOW, service agreement, or project engagement between the parties shall continue for the term set forth in the applicable SOW or agreement, unless earlier terminated as provided herein or in such agreement. Either party may terminate any SOW or service engagement for cause: (a) upon thirty (30) days' prior written notice to the other party in the event of a material breach by the other party that remains uncured after such 30-day notice period; provided, however, that no cure period shall be required for a breach of confidentiality, infringement of intellectual property rights, non-payment of any amount due for more than fifteen (15) days, or any other breach that cannot reasonably be cured within the 30-day period; or (b) immediately upon written notice in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy or has an involuntary petition filed against it that is not dismissed within sixty (60) days, or has a receiver, trustee, custodian, or similar officer appointed for all or a significant part of its assets. Upon any termination or expiration of any SOW or engagement for any reason: (i) you shall promptly pay to the Company all outstanding fees, expenses, and other amounts due and payable for all Services performed and work completed (including work in progress on a pro-rata basis) through the effective date of termination; (ii) each party shall cease using and, upon written request, promptly return or securely destroy all Confidential Information of the other party in its possession or control; (iii) you shall cease all use of any Company IP, licensed software, and materials; and (iv) the accrued rights and obligations of the parties as of such termination shall survive, including but not limited to payment obligations, confidentiality obligations, intellectual property provisions, warranty disclaimers, and limitations of liability.</p>
<h2>10. Regulatory and Compliance Disclaimers</h2>
<p><strong>10.1 No Legal or Regulatory Advice:</strong> The Company provides software development, technology, and platform services. Nothing in our Services, any documentation, Website content, or communications with our team constitutes legal advice, tax advice, regulatory advice, or a guarantee of compliance with any gambling, gaming, data protection, anti-money laundering, financial services, consumer protection, or other laws or regulations. All decisions regarding licensing requirements, regulatory compliance, jurisdictional suitability, and legal obligations applicable to your business are your sole responsibility. We strongly recommend that you engage qualified and licensed legal counsel, compliance consultants, auditors, and other professional advisors to ensure that your gaming operations and use of our platform comply with all applicable federal, state, provincial, and local laws, regulations, and regulatory requirements of the jurisdictions in which you intend to operate. </p>
<p><strong>10.2 No Warranty of Licensure:</strong> While we may provide referrals to third-party licensing consultants or information about licensing processes, we do not warrant, guarantee, or make any representations whatsoever regarding your ability to obtain or maintain any gaming license, regulatory approval, or certification in any jurisdiction. Any such referrals or information are provided as a courtesy only and do not constitute an endorsement, guarantee, or warranty. Approval or rejection of any license application rests solely with the relevant regulatory authorities.</p>
<p><strong>10.3 Third-Party Integrations and Compliance:</strong> The platform may integrate with or contain third-party software, services, game providers, payment processors, data providers, KYC/AML tools, or other technologies ("Third-Party Services"). Your use of any such Third-Party Services is governed solely by the respective terms of service, licenses, and privacy policies of such third parties. The Company is not responsible for and makes no warranties or representations regarding: (a) the availability, performance, functionality, accuracy, or legality of any Third-Party Services; (b) the compliance of any Third-Party Services with any laws, regulations, or licensing requirements; or (c) the acts, omissions, or business practices of any third party. You are solely responsible for ensuring that your use of any Third-Party Services complies with all applicable terms and laws. To the maximum extent permitted by law, you agree to waive, release, discharge, and hold harmless the Company from and against any and all claims, losses, damages, or liabilities arising out of or related to any Third-Party Services.</p>
<h2>11. Indemnification</h2>
<p>You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, suppliers, service providers, contractors, representatives, successors, and assigns (the "Indemnified Parties") from and against any and all claims, actions, suits, proceedings, demands, losses, liabilities, damages, judgments, settlements, awards, costs, and expenses (including, without limitation, reasonable attorneys' fees, court costs, expert witness fees, investigative fees, and other professional fees) arising out of, resulting from, or in any way related to: (a) your breach or alleged breach of any provision of these Terms, including but not limited to any breach of your representations, warranties, covenants, or obligations; (b) your use or misuse of the Website, Services, or any deliverables or software; (c) any facts, circumstances, or matters relating to your business operations, including but not limited to your gaming operations, marketing practices, customer interactions, payment processing, handling of player funds, data privacy practices, or advertising activities; (d) any allegation that your operations, content, branding, or materials, or your use of the Services or deliverables in combination with other technology, content, or data, infringes, misappropriates, or violates any patent, copyright, trademark, trade secret, right of publicity, right of privacy, or other right of any third party; (e) any failure by you to comply with any applicable laws, regulations, rules, or licensing requirements, including all gaming, gambling, financial, data protection, anti-money laundering, and consumer protection laws and regulations; (f) any claim brought by your players, customers, employees, contractors, affiliates, partners, suppliers, or any third party arising from your use of the Services; or (g) any gross negligence, fraud, or willful misconduct by you, your officers, employees, agents, or contractors. The Company shall: (i) provide you with prompt written notice of any claim subject to indemnification; (ii) provide you with reasonable cooperation and assistance, at your expense, in the defense of any such claim; and (iii) allow you to control the defense and settlement of any such claim with counsel reasonably satisfactory to the Company; provided, however, that no settlement shall be entered into without the Company's prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) if such settlement imposes any obligation on or contains any admission of wrongdoing by the Company. The Company retains the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses and shall no longer control the defense and settlement of such matter.</p>
<h2>12. Use of Website and Prohibited Conduct</h2>
<p>You agree that you will not, and will not permit any third party to: (a) use the Website or Services for any unlawful purpose or in violation of any local, state, national, or international law, regulation, or treaty; (b) violate, infringe, or misappropriate the rights of any third party, including without limitation intellectual property rights, privacy rights, publicity rights, or contractual rights; (c) interfere with or disrupt the Website, Services, or the servers, networks, security, or infrastructure used to provide the Website or Services, including but not limited to submitting malware, viruses, worms, Trojan horses, ransomware, spyware, adware, or any other malicious or destructive code; (d) attempt to gain unauthorized access to any portion of the Website, Services, other users' accounts, computer systems, or networks connected to our servers through hacking, password mining, credential stuffing, brute force attacks, or any other means; (e) monitor, copy, scrape, crawl, harvest, collect, frame, mirror, reproduce, distribute, publicly display, publicly perform, or otherwise use the Website or its content (including but not limited to source code, HTML, CSS, JavaScript, graphics, logos, text, images, video, audio, and user interface elements) using any automated system, tool, software, script, bot, spider, crawler, or device, or for any competitive or commercial purpose, without our prior express written permission; (f) modify, translate, adapt, merge, decompile, disassemble, reverse engineer, or attempt to derive the source code of any software, algorithms, or technology underlying or included in the Website or Services, except to the extent that such restriction is expressly prohibited by applicable law; (g) create accounts, submit forms, or make requests for quotes using any automated means, false identities, fraudulent information, impersonation of any person or entity, or misrepresentation of your affiliation with any person or entity; (h) deep-link to any page, feature, image, asset, or resource on the Website for any purpose without our express written consent; (i) use the Website or Services to transmit, distribute, store, or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; or (j) remove, alter, obscure, or modify any copyright, trademark, proprietary notice, or terms of service notice appearing on the Website, Services, or any materials provided by the Company. Violations of these provisions may result in termination of your access to the Website and Services and may also give rise to criminal and civil liability.</p>
<h2>13. Modifications to Terms and Services</h2>
<p>The Company reserves the right, in its sole and absolute discretion, to modify, suspend, discontinue, or update any aspect of the Website, Terms, or Services at any time, for any reason, without prior notice or liability. When we make material changes to these Terms, we will update the "Last Updated" date at the top of this page and, where appropriate, may provide additional notice through email or a prominent notice on our Website. Your continued access to or use of the Website or Services following any such modification constitutes your binding acceptance of the modified Terms. It is your responsibility to regularly check the Website for any modifications. If you do not agree to the modified Terms, you must immediately discontinue all use of the Website and Services.</p>
<h2>14. Governing Law and Dispute Resolution</h2>
<p>These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, any SOW, your use of the Website or Services, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws rules or principles, except that the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any legal action or proceeding arising out of or relating to any Dispute shall be exclusively brought in the federal and state courts located in New Castle County, Delaware, United States of America, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts for the purpose of any such action or proceeding, and waives any objection to such jurisdiction or venue on the basis of forum non conveniens or otherwise. Notwithstanding the foregoing, the Company may seek injunctive relief or other equitable remedies in any court of competent jurisdiction, without bond, in the event of any actual or threatened breach of confidentiality, intellectual property infringement, or unauthorized use of our technology, Services, or Confidential Information. In any action or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover its costs, expenses, and reasonable attorneys' fees from the non-prevailing party.</p>
<h2>15. Miscellaneous Provisions</h2>
<p><strong>15.1 Entire Agreement:</strong> These Terms, together with the Privacy Policy and any written SOW or service agreement executed by both parties (including all attachments, exhibits, and appendices thereto), constitute the complete, final, and exclusive statement of the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous discussions, understandings, representations, statements, negotiations, and agreements, whether written or oral, with respect to such subject matter. No course of prior dealings, no usage of trade, and no oral statement shall be effective to amend, modify, supplement, or vary any provision of these Terms. No modification or amendment to these Terms shall be effective unless it is in writing and signed by an authorized representative of the Company. </p>
<p><strong>15.2 Severability:</strong> If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, void, unenforceable, or contrary to law or public policy, the remaining provisions of these Terms shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. In such event, the invalid or unenforceable provision shall be deemed automatically reformed, modified, or limited to the minimum extent necessary to make it valid, enforceable, and in accordance with the original intent of the parties as expressed herein.</p>
<p><strong>15.3 Waiver:</strong> No failure or delay by either party in exercising any right, power, privilege, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof, or the exercise of any other right, power, privilege, or remedy provided herein or by law. No waiver of any provision of these Terms or any breach thereof shall be deemed a continuing waiver, a waiver of any other provision or subsequent breach, or create a course of dealing, unless such waiver is in writing and signed by the party against whom enforcement is sought.</p>
<p><strong>15.4 Assignment:</strong> You may not assign, transfer, delegate, or sublicense any of your rights, obligations, or interests under these Terms or any SOW without the prior express written consent of the Company (which may be withheld in the Company's sole and absolute discretion). Any purported assignment, transfer, delegation, or sublicense in violation of this provision shall be null and void and of no force or effect. The Company may freely assign, transfer, delegate, or sublicense these Terms or any of its rights or obligations hereunder, in whole or in part, to any affiliate, subsidiary, or successor (whether by merger, acquisition, sale of all or substantially all assets, or otherwise) without your consent or prior notice.</p>
<p><strong>15.5 Relationship of Parties:</strong> The parties to these Terms are independent contractors, and nothing contained herein shall be construed to create a partnership, joint venture, employment, agency, or franchise relationship between the parties. Neither party shall have any right, power, or authority to enter into any agreement or commitment, or to create any obligation or warranty, express or implied, on behalf of or in the name of the other party. Employees of the Company are not employees or agents of Client, and employees of Client are not employees or agents of the Company. </p>
<p><strong>15.6 Notices:</strong> All notices, requests, demands, consents, approvals, and other communications required or permitted under these Terms shall be in writing and shall be deemed duly given: (a) when personally delivered; (b) when sent by email with confirmation of transmission and receipt (email to [email protected] for the Company, and to the email address you provide in your account or communications); (c) three (3) business days after being deposited in the mail, registered or certified mail, postage prepaid, return receipt requested, addressed to the respective parties at their addresses set forth in the applicable SOW or as otherwise provided; or (d) one (1) business day after being deposited with a nationally recognized overnight courier service, shipping charges prepaid, with tracking or acknowledgment of receipt. Addresses for notice may be changed from time to time by notice given as provided herein. </p>
<p><strong>15.7 Force Majeure:</strong> The Company shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms, when and to the extent that such failure or delay is caused by, results from, or arises out of any event or circumstance beyond the reasonable control of the Company, including, without limitation: acts of God; earthquakes, floods, fires, hurricanes, tornadoes, epidemics, pandemics, public health emergencies, or natural disasters; war, invasion, hostilities, terrorist attacks, civil unrest, riots, insurrections, revolutions, armed conflicts, or government actions or orders; embargoes, blockades, strikes, labor disputes, lockouts, or work stoppages; governmental laws, regulations, orders, actions, or inactions; failures or fluctuations in electrical power, telecommunications, internet service providers, third-party hosting providers, cloud services, or data centers; failure of payment processors, game providers, or other third-party services; or acts or omissions of you or third parties. In the event of a force majeure event, the Company shall promptly notify you of the nature and extent thereof and shall use reasonable commercial efforts to resume performance as soon as practicable under the circumstances. If a force majeure event continues for more than sixty (60) consecutive days, either party may, upon written notice to the other, terminate any affected SOW or engagement without liability except for amounts already earned or payable as of the date of termination.</p>
<p><strong>15.8 Survival:</strong> The provisions of these Terms that by their nature are intended to survive the termination or expiration of these Terms shall so survive, including without limitation Sections 4 (Payment Terms), 5 (Intellectual Property Rights), 6 (Confidentiality), 7 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Termination), 11 (Indemnification), 14 (Governing Law and Dispute Resolution), and 15 (Miscellaneous).</p>
<p><strong>15.9 Contact Information:</strong> For any questions, complaints, or notices regarding these Terms, please contact the Company by email at [email protected] or by postal mail at X CasinoBuilder, 600 Market St, San Francisco, CA 94105, United States of America.</p>