Terms and Conditions

BINDING LEGAL AGREEMENT

IMPORTANT - PLEASE READ CAREFULLY

These Terms and Conditions constitute a legally binding agreement between you and Metro Soft. By accessing our website, using our services, or engaging in any business relationship with us, you acknowledge that you have read, understood, and agree to be bound by these terms.

If you do not agree with any part of these Terms and Conditions, you must not use our website or services. Continued use of our services constitutes your acceptance of these terms and any modifications we may make from time to time.

These Terms and Conditions supplement and work in conjunction with our Terms of Service, Privacy Policy, and any specific project agreements you may enter into with us.

USER OBLIGATIONS AND CONDUCT

LEGAL COMPLIANCE

You agree to comply with all applicable laws and regulations when using our website and services, including but not limited to:

1.

Intellectual Property Laws

Respecting copyright, trademark, patent, and other intellectual property rights of Metro Soft and third parties.
2.

Data Protection Regulations

Complying with GDPR, privacy laws, and data protection requirements in your jurisdiction.
3.

Gaming and Entertainment Laws

Adhering to applicable regulations governing arcade games, entertainment venues, and commercial gaming operations.
4.

Consumer Protection Laws

Operating in compliance with consumer rights, fair trading practices, and commercial standards.
5.

Local Jurisdiction Requirements

Following all local, regional, and national laws applicable to your use of our services.

PROHIBITED CONDUCT

You are expressly prohibited from engaging in the following activities:

1.

Unlawful Activities

Using our services for any illegal purpose or in violation of any applicable laws or regulations.
2.

Intellectual Property Infringement

Copying, modifying, distributing, or creating derivative works from our content without authorization.
3.

Reverse Engineering

Attempting to decompile, reverse engineer, or extract source code from our software or systems.
4.

Security Violations

Attempting to breach security measures, access unauthorized areas, or interfere with system operations.
5.

Fraudulent Activity

Providing false information, impersonating others, or engaging in deceptive practices.
6.

Harmful Content

Transmitting viruses, malware, or any harmful code that could damage our systems or those of other users.
7.

Harassment or Abuse

Harassing, threatening, or abusing our staff, contractors, or other users of our services.

PROFESSIONAL CONDUCT REQUIREMENTS

When engaging our services, you agree to:

▪ Provide accurate and complete information in all communications and documentation
▪ Respond to requests for information or feedback within reasonable timeframes
▪ Maintain professional and respectful communication with our team
▪ Honor payment commitments and financial obligations
▪ Respect confidentiality of proprietary information shared during projects

CONTENT GUIDELINES AND RESTRICTIONS

CONTENT YOU PROVIDE

When providing content, specifications, or materials to us for project development, you warrant that:

▪ You own or have obtained all necessary rights to the content
▪ The content does not infringe third-party intellectual property rights
▪ The content complies with all applicable laws and regulations
▪ The content is not defamatory, obscene, or otherwise objectionable
▪ You grant us necessary licenses to use the content for project purposes

PROHIBITED CONTENT

Content must not contain or promote:

▪ Illegal activities or violation of laws
▪ Discrimination, hate speech, or harassment
▪ Violence, threats, or promotion of self-harm
▪ Fraudulent schemes or deceptive practices
▪ Infringement of intellectual property rights

LIABILITY AND WARRANTIES

OUR COMMITMENTS

Metro Soft commits to:

▪ Performing services with reasonable skill and care
▪ Adhering to industry-standard development practices
▪ Maintaining confidentiality of your proprietary information
▪ Delivering agreed-upon project milestones as specified in contracts

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN WRITTEN PROJECT AGREEMENTS:

1.

"AS IS" BASIS

Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied.
2.

NO GUARANTEE OF RESULTS

We do not guarantee specific revenue, commercial success, or performance outcomes for developed games or systems.
3.

THIRD-PARTY COMPONENTS

We disclaim warranties regarding third-party tools, platforms, or services integrated into our solutions.
4.

MARKET CONDITIONS

We make no warranties about market reception, player interest, or competitive positioning of developed products.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1.

EXCLUSION OF CONSEQUENTIAL DAMAGES

Metro Soft shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, data, or business opportunities.
2.

MAXIMUM LIABILITY CAP

Our total aggregate liability shall not exceed the amount paid by you for the specific services giving rise to the claim within the twelve months preceding the claim.
3.

EXCEPTIONS

These limitations do not apply to liability for death or personal injury caused by our negligence, fraud, or matters that cannot be limited by law.

INDEMNIFICATION OBLIGATIONS

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS:

Metro Soft, its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) arising from or related to:

1.

Breach of Terms

Your violation of these Terms and Conditions or any other agreements with us.
2.

Violation of Laws

Your violation of any laws, regulations, or third-party rights.
3.

Use of Services

Your use or misuse of our services, including games and systems we develop for you.
4.

Content and Materials

Content, materials, or specifications you provide to us for project development.
5.

Third-Party Claims

Claims by third parties arising from your use of developed products or services.

This indemnification obligation survives termination of your relationship with Metro Soft.

FORCE MAJEURE

Neither party shall be liable for failure to perform obligations due to causes beyond their reasonable control, including but not limited to:

▪ Natural disasters, acts of God, severe weather conditions
▪ War, terrorism, civil unrest, or government actions
▪ Pandemics, epidemics, or public health emergencies
▪ Labor disputes, strikes, or lockouts
▪ Failures of internet service providers, hosting services, or telecommunications
▪ Power outages, equipment failures, or cyber attacks

Performance shall be excused during the period affected by such circumstances. If force majeure continues for more than 60 days, either party may terminate the affected agreement.

DISPUTE RESOLUTION

GOOD FAITH NEGOTIATION

In the event of any dispute, controversy, or claim arising from these Terms and Conditions or our services, the parties agree to first attempt resolution through good faith negotiation. Representatives with decision-making authority shall meet or communicate to resolve the matter.

MEDIATION

If negotiation fails to resolve the dispute within 30 days, the parties agree to attempt resolution through mediation before pursuing litigation. Mediation shall be conducted by a mutually agreed mediator in France.

ARBITRATION AND LITIGATION

If mediation does not resolve the dispute, either party may pursue legal remedies. Any litigation shall be subject to the exclusive jurisdiction of the courts in France, and these Terms and Conditions shall be governed by French law.

CONFIDENTIALITY

MUTUAL CONFIDENTIALITY OBLIGATIONS:

Both parties acknowledge that during the course of our relationship, confidential information may be shared. Each party agrees to:

▪ Maintain confidentiality of all proprietary and sensitive information
▪ Use confidential information only for the purposes of the business relationship
▪ Not disclose confidential information to third parties without written consent
▪ Implement reasonable security measures to protect confidential information
▪ Return or destroy confidential information upon request or termination

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

GENERAL LEGAL PROVISIONS

ENTIRE AGREEMENT

These Terms and Conditions, together with our Terms of Service, Privacy Policy, Cookie Policy, and any executed project agreements, constitute the entire agreement between the parties and supersede all prior understandings and agreements, whether written or oral.

AMENDMENT

We reserve the right to modify these Terms and Conditions at any time. Updated terms will be posted on our website with a revised date. Material changes affecting active projects will be communicated to affected clients.

SEVERABILITY

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

WAIVER

No waiver of any provision of these Terms and Conditions shall be deemed a further or continuing waiver of that provision or any other provision. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

ASSIGNMENT

You may not assign, transfer, or delegate your rights or obligations under these Terms and Conditions without our prior written consent. We may assign our rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.

NOTICES

All legal notices must be sent to the addresses provided in this document. Notices are deemed received when delivered personally, sent by confirmed email, or three business days after being sent by registered mail.

SURVIVAL

Provisions regarding intellectual property, confidentiality, liability limitations, indemnification, and dispute resolution survive termination of these Terms and Conditions or any service relationship.

AGE RESTRICTIONS AND REQUIREMENTS

By using our services, you represent and warrant that:

▪ You are at least 18 years of age or the age of majority in your jurisdiction
▪ You have the legal capacity to enter into binding agreements
▪ If acting on behalf of an organization, you have authority to bind that organization
▪ You are not prohibited from using our services under applicable laws

If we discover that a person under the required age is using our services, we reserve the right to terminate access immediately.

LEGAL INQUIRIES

For questions regarding these Terms and Conditions or legal matters, please contact:

Legal Department:

Metro Soft

Email: info@metro-so-ft.com

Phone: +33 1 49 85 08 30

LEGAL AGREEMENT AND BINDING TERMS

LEGAL ENTITY INFORMATION