Terms of Service

Town Squared

PLAYLUNCH GAMES PTY LTD ABN 62 642 763 853

TERMS OF SERVICE

INTRODUCTION

The Company provides the “Town Squared” immersive social game that provides a fun and interactive maths-based learning experience for children. Use of Town Squared is subject to these Terms of Service.

DEFINITIONS

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a) ABN means Australian Business Number.

(b) Account means a registered account with Town Squared and includes either a School, Educator, Student or Parent Account.

(c) Agreement means the agreement formed between the Parent or Educator and the Company under, and on the terms of, these Terms of Service.

(d) AI means artificial intelligence technologies.

(e) Block means the in-game currency earned and used by a Player within the Game.

(f) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

(g) Character means the personalised virtual character of a Player to play the Game.

(h) Child means a child who plays the Game under the Parent’s Account.

(i) Company means Playlunch Games Pty Ltd ABN 62 642 763 853.

(j) Confidential Information means any written or verbal information that:

Any information deemed as confidential under these Terms of Service;
A party informs the other party that it considers it confidential and/or proprietary;
A party would reasonably consider to be confidential in the circumstances; and
Is Personal Information within the meaning of the Privacy Act and GDPR.
but does not include information that a party can establish:
Was in the public domain at the time it was given to that party;
Became part of the public domain, without that party’s involvement in any way, after being given to the party;
Was in party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

(k) Educator means a teacher who accesses Town Squared under a School Account.

(l) Fee means a fee charged by the Company for use of Town Squared.

(m) Game means the “Town Squared” interactive game for maths-based learning, accessible from the Site or a Mobile Application Marketplace.

(n) Game Activity means any activity, quest, challenge, game, task, or tool made available to a Player within the Game.

(o) GDPR means the EU General Data Protection Regulation 2016/679.

(p) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(q) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

(r) Mobile Application Marketplace means an online marketplace for access to the Game and other applications for mobile devices, such as the App Store.

(s) Parent means a registered customer of Town Squared that sets up an Account and pays the Fees on behalf of a Child as the Child’s legal parent or guardian.

(t) Personal Information means “personal information” as defined in the Privacy Act.

(u) Player means a player of the Game and includes either a Child (in the case of Parent Accounts) or a Student (in the case of School Accounts).

(v) Privacy Act means the Privacy Act 1988 (Cth).

(w) Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at the Site.

(x) Resources means the educational resources, documents and materials provided to a User within the Town Squared Portal.

(y) School means a registered customer organisation that enters into a School Agreement and authorises access to Students and Educators within its organisation.

(z) School Agreement means the separate written agreement entered into between a School and the Company governing the School’s licence terms and conditions.

(aa) Site means the Company’s website found at https://www.townsquaredgame.com/, https://www.playlunchgames.com/ or such other URL the Company may adopt from time-to-time.

(bb) Student means a student who plays the Game under a Student Account.

(cc) Subscription Fee means the Fee charged by the Company for use of Town Squared on a periodical basis.

(dd) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(ee) Terms of Service means the terms and conditions of using Town Squared, as updated from time-to-time, which can be found at the Site and/or within the Mobile Application Marketplace.

(ff) Town Squared means both:

The Game; and
The Town Squared Portal.

(gg) Town Squared Portal means the online portal for Parents or Educators to view, track, analyse, and interact with the Player’s learning experience from playing the Game.

(hh) TS School Launcher means the software locally installed on a School’s systems to allow authorised Educators and Students to privately connect to and use Town Squared.

(ii) User means any Parent, Child, Educator or Student that uses Town Squared.

(jj) User Data means images, information, documents, or other data that is uploaded or input into Town Squared by the User or that forms part of the User’s Intellectual Property.

1 USING TOWN SQUARED

1.1 General

(a) This Agreement forms a legal relationship between the Company and the Parent or Educator (as the case may be).

(b) A Player is not regarded as an independent user of Town Squared and must only use Town Squared with their parent or legal guardian’s consent.

(c) The User agrees that all use of Town Squared is subject to these Terms of Service and must immediately cease to use Town Squared if the User can no longer adhere to these Terms of Service.

(d) The Company may suspend the account or restrict the access of any User that breaches the terms of these Terms of Service.

1.2 Family Accounts

(a) To use Town Squared, the Parent must first set up an Account.

(b) The Parent shall be responsible for creating and administering the Account on the behalf of a Child.

i Agrees to these Terms of Service on the Child’s behalf; and

ii Represents and warrants that they are the Child’s legal parent or guardian.

(d) The Parent shall be responsible for:

i Managing an Account on behalf of the Child;

ii Paying the Fees on behalf of the Child; and

iii Managing access on behalf of the Child.

(e) For clarity, the Parent may decide to cancel an Account at any time which shall have the effect of removing access to the Game for any Child linked to the Account.

(f) The Parent must provide accurate and complete information when setting up an Account and, if necessary, update the Account to ensure that such information is maintained as current for the duration of these Terms of Service.

(g) The Parent may be required to enter Personal Information linked to themselves or the Child as part of Account set up. Any Personal Information will be Confidential Information for the purposes of these Terms of Service.

(h) Upon successfully creating an Account and paying any applicable Fees, the Parent will be provided with login details to access both the Game and Town Squared Portal.

(i) The Parent shall be responsible for ensuring the Child has successfully accessed the Game by using the login details provided.

(j) The Parent consents to the Child playing the Game and agrees to be responsible for all use of the Game by the Child.

1.3 School Accounts

(a) For clarity:

i Schools, Educators and Students must each have set up their own individual Account;

ii Educator Accounts and Student Accounts are linked to and set up under a School Account;

iii If the School Account is terminated in accordance with the School Agreement, then those Educator Accounts and Student Account linked to that School Account will lose access to Town Squared (subject to the right to assign ownership of Student Accounts as per clause (f) below);

iv Educators and Students must agree to these Terms of Service as a condition to creating an Account and accessing Town Squared; and

v The legal relationship with Schools is governed under the School Agreement.

(b) A Student must only use Town Squared with their parent or legal guardian’s consent and such consent should be provided to the relevant School or Educator that creates and/or manages the Student Account.

(c) The parent or legal guardian consents to the Student playing the Game and participating in private, class-based sessions run by Educators.

(d) The Educator shall be primarily responsible for:

i Managing a Student Account on behalf of the Student; and

ii Managing access on behalf of the Student.

(e) The School shall be responsible for paying any applicable Fees for Educator Accounts or Student Accounts authorised under their School Account.

(f) Ownership and management of Students Account may be assigned to the parent or legal guardian of the Student in the event that:

i The Student leaves the School;

ii The School Agreement is terminated; or

iii The School provides written consent.

(g) The parent or legal guardian must accept ownership of the Student Account within 6 months of receiving written notice, after which the Student Account may be deleted by the Company, and any data linked to the Student Account lost.

(h) The Educator shall be responsible for ensuring that the Student has successfully accessed the Game by using the login details provided by the Company.

1.4 Features

(a) The Company shall provide the User with access to and use of the features as agreed between the parties and provided within Town Squared from time-to-time.

(b) For clarity, Town Squared comes as a package that includes:

i The Game for use by a Player;

ii The Town Squared Portal for use by a Parent or Educator; and

iii (For School Accounts only) The TS School Launcher for use by a School and Educator.

1.5 Game

(a) The Game may allow a Player to:

i Play free and roam in the town environment within the Game;

ii Undertake and complete Game Activities;

iii Communicate and collaborate with other players;

iv Earn, invest and/or spend Blocks;

v Create and customise a Character; and

vi Use such other features as the Company may make available from time-to-time.

(b) The Company will update and improve the Game from time-to-time, which may include (without limitation) varying, adding or removing Game Activities, or introducing new features altogether.

(c) The Company uses AI to adapt the Game to the Player based on their personal activity and capability. The complexity and difficulty of Game Activities for the Player will be adapted accordingly, increasing challenge as the Player progresses in the Game.

(d) The Company collects data from playing the Game to track the Player’s behavioural trends in relation to maths and learning (such as the type of maths problems they are strongest in or enjoy using the most).

(e) The Parent consents to the collection of data by the Company with respect to the Player’s use of the Game.

(f) The data collected from playing the Game may be used by the Company for research, developmental, statistical, analytical and/or archival purposes, subject to and in accordance with the Privacy Policy.

(g) The Company incentivises the Player to achieve learning outcomes by providing Blocks for successfully completing certain Game Activities. Blocks may only be redeemed in-game by the Player to do or unlock certain things (such as upgrade their Character) but are not redeemable for cash or otherwise.

(h) The individual results and performance of a Player may vary.

(i) The Company does not guarantee that the Game will achieve any particular outcome or benefit.

1.6 Town Squared Portal

(a) The Company will update and improve the Town Squared Portal from time-to-time, which may include (without limitation) varying, adding or removing Resources, or introducing new features altogether.

(b) The data collected by the Company from the Player’s use of the Game is analysed and then presented to the Parent or Educator via the Town Squared Portal in the form of insights, strategies, and recommendations (both in written and visual format).

(c) The Game feeds the Town Squared Portal data on an ongoing basis in respect of the Player’s activity and performance in the Game.

(d) The information shown within the Town Squared Portal is automatically generated solely from the Player’s use of the Game and does not take into account any other factors or considerations.

(e) The Company makes no warranty or representation as to the accuracy or truthfulness of any insights, recommendations or other information presented within the Town Squared Portal.

(f) The Parent or Educator must not rely on any insights, recommendations or other information presented within the Town Squared Portal prima facie without regard to other considerations and due diligence.

(g) The Company cannot be liable in any circumstances from any loss or injury suffered by the Parent or Educator as a result of decisions made on the basis of the Town Squared Portal and the information presented therein.

(h) The Company does not guarantee that the Town Squared Portal will achieve any particular outcome or benefit.

2 FEES, PAYMENTS AND REFUNDS

2.1 Fees

(a) The primary Fee to use Town Squared shall be the Subscription Fee, which is payable in advance for the subscription period elected by the Parent.

(b) The Parent agrees to make payment in advance for the Subscription Fee due at such frequency, or on such dates, as the Parent has subscribed for.

(c) Access to Town Squared shall stop at the expiry of the paid subscription term and the Parent is responsible for paying a new Subscription Fee for their desired subscription period to access Town Squared. The Parent shall have 24 months to pay the Subscription Fee again to keep the Account active, otherwise after this period lapses the Account may be deleted and any progress data linked to the Account lost.

(d) All payments shall be made via the payment gateway made available within the Mobile Application Marketplace that the Parent uses to access the Game, or via the Town Squared Portal.

(e) The Parent will not receive a refund for the Subscription Fees already paid for the current subscription period and will continue to receive access to Town Squared consistent with the subscription until the end of the current subscription period.

(f) To avoid doubt, the Fees paid by the School to the Company in accordance with the School Agreement shall include end-user licences for Educators and Students authorised by the School such that no individual Subscription Fees are payable on Educator or Student Accounts.

2.2 Fee Variations

(a) The Company reserves the right to introduce or change any Fees from time-to-time by giving the Parent no less than 28 days’ written notice. Any new or changed Fees will apply at the next billing period after the Parent has been given such notice.

(b) If a Parent does not accept a change to any Fees, then it can simply cancel its Account.

2.3 Currency

All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or British pounds).

2.4 GST

For Parents in Australia, GST is applicable to any Fees charged by the Company to the Parent. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Parent will be provided with a Tax Invoice for any payments.

2.5 Refunds

No refunds of Fees are offered other than as required by law.

2.6 Late Payment.

(a) If the Parent does not pay the full Fees as required, the Company may suspend all access to Town Squared for that Account.

(b) If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may cancel the Parent’s Account in Town Squared without notice and end this Agreement.

i Interruptions to the availability of Town Squared or User Data in the event of (a); or

ii Loss of User Data in the event of (b).

3 GENERAL CONDITIONS

3.1 Licence

(a) By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive, and revocable licence to access and use Town Squared for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

(b) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for breach of the terms and conditions in this Agreement by the User.

3.2 Modification of Terms

(a) The Company may, in its sole discretion, modify or update these Terms of Service from time-to-time by giving written notice to the User.

(b) The modified terms shall come into effect the next time the User accesses Town Squared following the update to the Terms of Service.

(c) If the User does not accept any changes to the terms of these Terms of Service, the User must immediately cease using Town Squared.

3.3 Software-as-a-Service

(a) The User agrees and accepts that Town Squared is:

i Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and

ii Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Town Squared is available to the User unless expressly agreed in writing.

(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Town Squared.

3.4 Support

(a) The Company shall provide reasonable support services in the manner agreed from time-to-time.

(b) The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.

3.5 Use & Availability

(a) The User agrees that it shall only use Town Squared for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b) The User is solely responsible for the security of its username and password for access to Town Squared. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Town Squared account.

i Access to Town Squared may be prevented by issues outside of its control; and

ii It accepts no responsibility for ongoing access to Town Squared.

3.6 Privacy

(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and other individuals.

(b) The Privacy Policy does not apply to how the User handles personal information. If necessary under the Privacy Act and/or GDPR, it is the User’s responsibility to meet the obligations of the Privacy Act and/or GDPR by implementing a privacy policy in accordance with law.

(c) Town Squared may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

3.7 Data

(a) Security. The Company takes the security of Town Squared and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User’s to ensure that any transmission standards meet the User’s operating and legal requirements.

3.8 Intellectual Property

(a) Trade marks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Town Squared.

(c) Town Squared. The User agrees and accepts that Town Squared is the Intellectual Property of the Company and the User further warrants that by using Town Squared the User will not:

i Copy Town Squared or the services that it provides for the User’s own commercial purposes; and

ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Town Squared or any documentation associated with it.

(d) Content. All content (excluding User Data) submitted to the Company, whether via Town Squared or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Town Squared.

3.9 Third Party Dependencies.

The User agrees and acknowledges that Town Squared has third party dependencies which may affect its availability and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.

3.10 Confidentiality

(a) The Company agrees to keep all other User Data in the strictest confidence, and to the extent User Data is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.

(b) Each party acknowledges and agrees that:

i The Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

ii It owes an obligation of confidence to the Discloser concerning the Confidential Information;

iii It must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;

iv All Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

v Any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

i Any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.

ii Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

iii Any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.

(d) The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

i Any actual, suspected, likely or threatened breach of a term of these Terms of Service; or

ii Any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

3.11 Liability & Indemnity

(a) The User agrees that use of Town Squared at its own risk.

(b) The Company does not represent or warrant that the User will obtain a particular benefit from use of Town Squared and especially that the Player’s maths capability will improve.

(c) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

(d) The User agrees to indemnify the Company for any loss, damage, cost, or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Town Squared, including any breach by the User of these Terms of Service.

(e) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Town Squared, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.

(f) In no event will the Company’s total liability for all damages, losses, and causes of action arising out of or relating to these Terms of Service exceed the amount paid by the User to the Company for accessing Town Squared during the 3 months immediately preceding the date of the claim or one hundred dollars ($100), whichever is greater.

(g) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i The re-supply of services or payment of the cost of re-supply of services; or

ii The replacement or repair of goods or payment of the cost of replacement or repair.

3.12 Termination

(a) The Company or the Parent may terminate this Agreement by giving the other party written notice or simply by cancelling the Account, and access to Town Squared shall terminate at the end of the Parent’s subscription period active at the expiry of that notice period.

(b) Termination of School Accounts is governed under the School Agreement.

(c) Termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

3.13 Dispute Resolution

(a) If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i Includes or is accompanied by full and detailed particulars of the Dispute; and

ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

3.14 General

(a) Electronic Formation. The parties agree and intend to be bound by this Agreement when accepted electronically by the User through the Site.

(b) Notices.

i The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.

ii The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

iii A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

iv Notices must be sent to the parties’ most recent known contact details.

i The User may not assign or otherwise create an interest in this Agreement.

ii The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

(d) Variations. The parties may agree to any variations or special conditions to this Agreement in writing.

(e) Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.

(f) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

(g) Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

(h) Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(i) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

(j) Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(k) Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

(l) Interpretation. The following rules apply unless the context requires otherwise:

i Headings are only for convenience and do not affect interpretation.

ii The singular includes the plural and the opposite also applies.

iii If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

iv A reference to a clause refers to clauses in this Agreement.

v A reference to legislation is to that legislation as amended, re enacted or replaced, and includes any subordinate legislation issued under it.

vi Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

vii A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

viii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

ix A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

END TERMS OF SERVICE

Terms of Service

Town Squared

TERMS OF SERVICE

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