Terms of Service

These Terms of Service (the "Terms") are entered into between Codexx Nepal Pvt. Ltd., a private limited company incorporated in Nepal (registered office: [Registered address]; company registration number: [Company registration number]; PAN/VAT: [PAN/VAT number]), email: legal@afterparty.example.com ("Afterparty", "we", "us"), and the business entity that accepts these Terms or signs an Order Form that references them (the "Operator", "you"). They govern access to and use of the hosted Afterparty retention, gamification and engagement platform available at https://afterparty.example.com and related subdomains (the "Service").

The Service is offered only to businesses. It is not offered to consumers, and players of the Operator's casino, sportsbook, social casino or sweepstakes products never enter into a contract with Afterparty. By accepting these Terms you confirm that you are entering into them for business purposes and that you have authority to bind the Operator.

1. Definitions

• "Agreement" means these Terms, every Order Form, the Data Processing Agreement and the Acceptable Use and Responsible Gaming Policy.
• "Authorized User" means an employee or contractor of the Operator whom the Operator permits to access the back office of the Service.
• "Brand" means a casino, sportsbook, social casino or sweepstakes brand operated by the Operator and configured in the Service as an organization.
• "Documentation" means the product documentation published by Afterparty for the Service, as updated from time to time.
• "Fees" means the fees stated in an Order Form.
• "Operator Data" means all data submitted to the Service by or for the Operator, including Player Data, configuration, content, templates and campaign material.
• "Order Form" means an ordering document or online subscription flow, agreed by both parties, that specifies the subscription scope, term and Fees.
• "Player" means an end user of a Brand.
• "Player Data" means personal data about Players that is processed by the Service on the Operator's behalf.
• "Reward" means any bonus, free spin, coin, points award, cashback, prize, jackpot share, mini-game result, raffle prize or other benefit that the Operator configures in the Service for Players.
• "Widgets" means the embeddable player-facing components and APIs that the Operator places on its own websites and apps.

2. Accounts, Tenancy and Authorized Users

2.1 Tenancy. The Operator receives a logically separated tenant within the Service. Each Brand is configured as an organization within that tenant, and Operator Data is scoped to the tenant and organization to which it belongs.

2.2 Authorized Users. The Operator is responsible for (a) the accuracy of account information, (b) maintaining the confidentiality of credentials and API keys, (c) assigning roles and permissions to Authorized Users on a least-privilege basis, (d) promptly removing access for people who no longer need it, and (e) all activity under its accounts and API keys.

2.3 Security incidents. The Operator will notify Afterparty without undue delay at legal@afterparty.example.com if it becomes aware of any unauthorized use of its accounts, credentials or API keys.

2.4 Evaluation access. Where Afterparty provides free trial, demo or evaluation access, that access is provided "as is" for internal evaluation only, may be reset or withdrawn at any time, must not be used with real Player Data or in production, and is excluded from any service-level commitment.

3. The Service

3.1 Right to use. Subject to the Agreement and payment of the Fees, Afterparty grants the Operator a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service, and to embed the Widgets on the Operator's own properties, for the Operator's internal business purposes and within the scope set out in the Order Form.

3.2 Changes. Afterparty may improve and modify the Service. Afterparty will not materially reduce the core functionality of a paid subscription during its current term, and will give at least 30 days' notice of any change that requires the Operator to modify an integration, except where a shorter period is required for security or legal reasons.

3.3 Integrations. The Operator is responsible for its own systems, including its player account management system, wallet, payment providers and messaging accounts that it connects to the Service. Third-party services that the Operator chooses to connect are governed by the Operator's own agreements with those providers.

4. Operator Responsibilities and Gaming-Law Compliance

4.1 Licences. The Operator represents and warrants that, for every Brand and every jurisdiction in which it offers products to Players, it holds and will maintain all licences, registrations, approvals and permissions required under applicable gambling, gaming, lottery, sweepstakes, promotional-game, consumer-protection, advertising and anti-money-laundering laws.

4.2 Lawful jurisdictions only. The Operator will not use the Service to offer, promote or administer gambling, gaming or sweepstakes products to any person located in a jurisdiction where doing so is unlawful or not licensed. The Operator is responsible for configuring jurisdiction allow-lists and block-lists, sweepstakes excluded regions, minimum age and similar settings correctly for each Brand. These settings are tools; they do not determine what the law requires.

4.3 Player-facing terms. The Operator is solely responsible for its own terms and conditions, bonus and promotion terms, privacy notices, official rules and all other communications with Players, including disclosing that the Operator uses a technology provider for rewards and engagement features. A template player notice is available as the Player-Facing Widget Notice Template.

4.4 Prize and reward fulfilment. Afterparty never holds, receives, transmits or pays Player funds, prizes or winnings. Rewards are fulfilled exclusively by the Operator through its own wallet, cashier or fulfilment systems. Ledger entries, award records and fulfilment requests created by the Service are operational records that the Operator must reconcile with its own systems of record. The Operator is solely responsible for honouring Rewards communicated to Players, for any taxes and reporting associated with Rewards, and for resolving Player disputes about them.

4.5 KYC, AML and fraud. The Operator is solely responsible for identity verification, age verification, source-of-funds checks, sanctions screening, anti-money-laundering and counter-terrorist-financing obligations. Status flags that the Operator sends to the Service (for example, KYC or responsible-gaming status) are relied on as provided; the Service does not verify a Player's identity or age.

4.6 Responsible gaming. The Operator is solely responsible for its responsible-gaming obligations, including self-exclusion, cool-off periods, deposit and loss limits, affordability and vulnerability checks, and suppression of marketing to restricted Players. The Operator must send accurate and timely responsible-gaming status updates to the Service and must not configure the Service to circumvent responsible-gaming gating.

4.7 Sweepstakes and promotional games. Where the Operator runs sweepstakes, raffles or other promotional games, the Operator is the sponsor of each promotion and is solely responsible for its legality, including providing a free alternative method of entry ("AMOE") with equal dignity, publishing official rules, excluding prohibited jurisdictions, registration and bonding where required, winner verification and tax reporting. A starting point is available as the Sweepstakes Official Rules Template; it must be adapted and reviewed by the Operator's own counsel.

4.8 Marketing communications. The Operator is responsible for obtaining and recording all consents required to send email, SMS, push and in-app communications to Players, honouring opt-outs and quiet hours, and complying with laws such as the U.S. CAN-SPAM Act and Telephone Consumer Protection Act, the EU ePrivacy rules and their national implementations, and UK PECR.

4.9 Acceptable use. The Operator will comply, and will ensure that its Authorized Users comply, with the Acceptable Use and Responsible Gaming Policy.

5. Fairness and Verifiable Draws

5.1 Raffle draws and tournament tie-breaks performed by the Service use a deterministic random bit generator (HMAC-SHA-256 in counter mode) keyed from a server seed whose SHA-256 commitment is recorded before the draw, optional external entropy and a hash of the frozen ticket snapshot. After a draw, the seed and inputs are disclosed so that the Operator, regulators and Players can independently recompute the result using the published verification page or the Documentation.

5.2 Verifiability demonstrates that a recorded result was computed from the committed inputs. It does not certify that a promotion complies with any law, that entries were correctly allocated by the Operator's configuration, or that a draw method has been approved by any regulator or testing laboratory. Any certification of random number generation required in a jurisdiction is the Operator's responsibility unless an Order Form expressly provides otherwise.

6. AI Features

6.1 The Service includes optional features that use large language models and other machine-learning techniques supplied by third-party providers listed on the Sub-processors page, including AI agents, content drafting, segment suggestions and churn or lifetime-value scores ("AI Features").

6.2 AI Features produce suggestions and drafts. Outputs may be inaccurate, incomplete or inappropriate and must be reviewed by an Authorized User before use. Actions proposed by AI agents that change data or send communications require approval by an Authorized User before they take effect.

6.3 The Operator must not use AI Features, scores or segments to make decisions about prize winners, Reward eligibility, account restrictions, responsible-gaming interventions or any other decision that produces legal or similarly significant effects for a Player without meaningful human review. Raffle winners are determined only by the verifiable draw process described in Section 5, never by an AI Feature.

6.4 The Operator may disable AI Features for its tenant. Afterparty will not use Operator Data to train third-party foundation models and will configure AI providers, where they offer it, not to use Operator Data for training and to retain prompts and outputs no longer than the limited period the provider needs for abuse monitoring and legal compliance, as described on the Sub-processors page.

7. Data Protection

7.1 For Player Data, the Operator is the controller (or a processor acting for its own controller) and Afterparty is the Operator's processor and, for the purposes of the California Consumer Privacy Act, its service provider. The Data Processing Agreement forms part of the Agreement and governs that processing.

7.2 Afterparty processes personal data of Authorized Users, prospects and website visitors as an independent controller in accordance with its Privacy Policy.

7.3 The Operator is responsible for having a lawful basis and providing all notices required for the Player Data it submits, and must not submit the categories of data that the Data Processing Agreement prohibits.

8. Service Levels and Support

8.1 Afterparty will use commercially reasonable efforts to make the Service available 24 hours a day, seven days a week, except for scheduled maintenance and events described in Section 19.5. Any availability target, maintenance windows, support hours, response times and service credits are those stated in the Order Form. Where an Order Form does not state service levels, no availability target or service credits apply, and Afterparty will provide support by email during its normal business hours.

8.2 Service credits, where offered, are the Operator's sole and exclusive remedy for failure to meet a service-level commitment.

9. Fees and Payment

9.1 The Operator will pay the Fees set out in the Order Form. Unless the Order Form states otherwise, Fees are invoiced annually in advance in U.S. dollars, are due within 30 days of the invoice date, and are non-refundable except as expressly stated in the Agreement.

9.2 Fees exclude taxes. The Operator is responsible for all sales, use, value-added, withholding and similar taxes, other than taxes on Afterparty's net income. If withholding is required by law, the Operator will gross up the payment so that Afterparty receives the full invoiced amount. The parties will cooperate in good faith to lawfully minimise any withholding, including by Afterparty providing a valid IRS Form W-8BEN-E or other tax documentation reasonably requested, and by the Operator providing evidence of any tax withheld and paid.

9.3 Afterparty may suspend the Service under Section 15 if undisputed Fees remain unpaid 15 days after written notice.

10. Intellectual Property and Open-Source Code

10.1 Open-source code. Much of the software underlying the Service is published as open-source software under the MIT License, including code derived from the Open Mercato project. Your rights to copy, modify and distribute that source code are governed solely by the MIT License that accompanies it, and nothing in these Terms restricts them.

10.2 Hosted Service. These Terms govern the hosted Service operated by Afterparty, including its infrastructure, operation, configuration, hosted data, support and any proprietary components, which the MIT License does not cover. Subject to Section 10.1, Afterparty and its licensors retain all rights in the Service, the Documentation, the Afterparty name and logos, and all improvements to them. No rights are granted except as expressly stated.

10.3 Operator Data. As between the parties, the Operator owns Operator Data. The Operator grants Afterparty a worldwide, non-exclusive licence to host, copy, process, transmit and display Operator Data only as needed to provide, secure and support the Service and as otherwise permitted by the Agreement.

10.4 Aggregated data. Afterparty may create and use de-identified, aggregated statistics about the operation and performance of the Service that do not identify the Operator, any Brand or any individual, for the purpose of operating, securing and improving the Service.

10.5 Feedback. If the Operator provides suggestions or feedback, Afterparty may use them without restriction or obligation.

11. Confidentiality

11.1 Each party (the "Recipient") will protect the non-public information of the other party (the "Discloser") that is marked or reasonably understood to be confidential ("Confidential Information") with at least reasonable care, will use it only to perform under or exercise rights in the Agreement, and will disclose it only to its personnel, advisers and sub-processors who need to know it and are bound by confidentiality obligations at least as protective as this Section.

11.2 Confidential Information does not include information that is or becomes public through no fault of the Recipient, was already known to the Recipient without restriction, is independently developed without use of the Discloser's information, or is lawfully received from a third party without restriction.

11.3 The Recipient may disclose Confidential Information when required by law, regulation or a gaming regulator, after giving the Discloser prompt notice where legally permitted. These obligations survive for five years after termination, and for trade secrets for as long as they remain trade secrets.

12. Warranties and Disclaimers

12.1 Each party warrants that it has full power and authority to enter into the Agreement. Afterparty warrants that it will provide the Service in a professional manner consistent with the Documentation and will not materially decrease the overall security of the Service during a subscription term.

12.2 EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE, THE WIDGETS, THE DOCUMENTATION, THE AI FEATURES AND ALL TEMPLATES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND AFTERPARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AFTERPARTY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUTS WILL BE ACCURATE, OR THAT THE SERVICE OR ANY TEMPLATE WILL SATISFY ANY GAMING, SWEEPSTAKES, PRIVACY OR MARKETING LAW APPLICABLE TO THE OPERATOR. TEMPLATES AND DOCUMENTATION DO NOT CONSTITUTE LEGAL ADVICE.

13. Limitation of Liability

13.1 EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY THE OPERATOR UNDER THE AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, FOR EVALUATION ACCESS WITHOUT FEES, USD 100.

13.3 "Excluded Claims" means (a) the Operator's payment obligations, (b) a party's indemnification obligations under Section 14, (c) a party's gross negligence, fraud or wilful misconduct, and (d) the Operator's breach of Section 4 or of the Acceptable Use and Responsible Gaming Policy.

13.4 Data-protection and confidentiality claims. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF ITS BREACH OF SECTION 11 (CONFIDENTIALITY), SECTION 7 (DATA PROTECTION) OR THE DATA PROCESSING AGREEMENT, INCLUDING A PERSONAL DATA BREACH ("DATA PROTECTION CLAIMS"), WILL NOT EXCEED THREE TIMES THE AMOUNT DETERMINED UNDER SECTION 13.2. THIS INCREASED CAP REPLACES, AND IS NOT IN ADDITION TO, THE CAP IN SECTION 13.2 FOR DATA PROTECTION CLAIMS, AND AMOUNTS PAID FOR DATA PROTECTION CLAIMS COUNT TOWARDS THE CAP IN SECTION 13.2 FOR ALL OTHER CLAIMS. For Data Protection Claims, the reasonable costs of notifying affected individuals and authorities where required by law, and of forensic investigation, are treated as direct damages.

13.5 The parties agree that these limitations reflect an agreed allocation of risk and apply even if a limited remedy fails of its essential purpose, to the maximum extent permitted by law.

14. Indemnification

14.1 By the Operator. The Operator will defend Afterparty, its affiliates, officers, employees and sub-processors against any third-party claim, investigation or regulatory proceeding, and will pay resulting damages, fines, penalties, settlements and reasonable legal fees, to the extent arising from (a) the Operator's gaming, gambling, sweepstakes or promotional activities, including any alleged lack of a required licence or registration, (b) any claim by a Player or a regulator relating to Rewards, prizes, winnings, bonus terms, official rules, eligibility, responsible gaming, KYC or AML, (c) Operator Data, including the Operator's lack of a lawful basis or required consent for processing or communications, or (d) the Operator's breach of Section 4 or of the Acceptable Use and Responsible Gaming Policy.

14.2 By Afterparty. Afterparty will defend the Operator against any third-party claim alleging that the hosted Service, as provided by Afterparty, infringes a patent, copyright or trademark or misappropriates a trade secret, and will pay resulting damages and settlements. This obligation does not apply to claims arising from open-source components used in accordance with their licences, Operator Data, combinations with items not provided by Afterparty, or use in breach of the Agreement. If such a claim arises, Afterparty may modify the Service to be non-infringing, obtain a licence, or terminate the affected subscription and refund prepaid Fees for the remaining term.

14.3 Procedure. The indemnified party will give prompt notice of the claim, reasonable cooperation at the indemnifying party's expense, and sole control of the defence and settlement, except that no settlement may impose an admission of liability or non-monetary obligation on the indemnified party without its consent.

15. Suspension

Afterparty may suspend access to all or part of the Service, with notice where practicable, if (a) it reasonably believes that the Service is being used in breach of Section 4 or the Acceptable Use and Responsible Gaming Policy, including use in a jurisdiction where the Operator's activity is unlawful, (b) suspension is necessary to prevent harm to the Service, other customers or Players, or to respond to a security incident, (c) it is required by law, court order or a regulator, or (d) undisputed Fees are overdue as described in Section 9.3. Afterparty will limit the suspension to what is reasonably necessary and restore access promptly once the cause is resolved.

16. Term and Termination

16.1 The Agreement starts when the Operator first accepts these Terms and continues until all subscriptions have expired or been terminated. Unless an Order Form states otherwise, subscriptions renew automatically for successive periods equal to the initial term unless either party gives notice of non-renewal at least 30 days before the end of the current term.

16.2 Either party may terminate the Agreement by written notice if the other party materially breaches it and does not cure the breach within 30 days after notice, or becomes insolvent or subject to bankruptcy or similar proceedings. Afterparty may terminate immediately if the Operator loses a licence required for its use of the Service or uses the Service in breach of Section 4.2.

16.3 On termination, all rights to use the Service end, the Operator must remove the Widgets from its properties, and any unpaid Fees for the period before termination become due. Sections that by their nature should survive will survive, including Sections 4.4, 9, 10, 11, 12, 13, 14, 17, 18 and 19.

17. Data Export and Deletion on Termination

17.1 For 30 days after termination or expiry (the "Export Window"), the Operator may export Operator Data using the export features of the Service or by written request to Afterparty, in a commonly used machine-readable format.

17.2 After the Export Window, Afterparty will delete Operator Data from the active systems of the Service within 30 days, and from backups as they expire under its backup rotation, within no more than 35 days, unless retention is required by law. Records of completed raffle draws that the Operator has published for verification may be retained in de-identified form if the Operator so instructs, so that published verification links continue to work. Deletion is described in more detail in the Data Processing Agreement.

18. Governing Law and Venue

18.1 The Agreement, and any dispute arising out of or relating to it, is governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and waives any objection to venue in those courts, for any dispute arising out of or relating to the Agreement. Either party may nevertheless seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

18.3 Waiver of jury trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

18.4 Service of process. Afterparty irrevocably appoints [Delaware registered agent name and address] as its agent to receive service of process in any action or proceeding under Section 18.2, agrees that service on that agent is effective service on Afterparty, and will maintain a registered agent in the State of Delaware for that purpose while the Agreement is in effect and for two years afterwards, notifying the Operator of any replacement. Each party also consents to service of process by internationally recognised courier, with proof of delivery, to its registered office or the address stated in the Order Form. Nothing in this Section limits any other method of service permitted by law.

19. General

19.1 Notices. Notices under the Agreement must be in writing and sent to Afterparty at legal@afterparty.example.com with a copy to Codexx Nepal Pvt. Ltd., [Registered address], and to the Operator at the email address associated with its account or stated in the Order Form. Notices are effective on receipt, and email notices are received on the business day after sending unless a delivery failure is reported. Operational notices may be given through the Service.

19.2 Assignment. Neither party may assign the Agreement without the other party's prior written consent, which will not be unreasonably withheld, except that either party may assign it without consent to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its relevant assets, provided that the assignee is not a competitor of the other party and, for the Operator, holds any licence required by Section 4. Any other attempted assignment is void.

19.3 Entire agreement and precedence. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings about it. If documents conflict, the following order applies: (a) the Data Processing Agreement, for processing of personal data, (b) the Order Form, (c) these Terms, (d) the Acceptable Use and Responsible Gaming Policy, and (e) the Documentation. Terms in any Operator purchase order or vendor form are void.

19.4 Amendments and waiver. Afterparty may update these Terms by giving at least 30 days' notice before the change takes effect for an existing subscription; changes take effect at the start of the next renewal term unless the Operator agrees otherwise or the change is required by law. A waiver is effective only if in writing.

19.5 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than payment obligations.

19.6 Export control and sanctions. Each party will comply with the export control and economic sanctions laws that apply to it. The Operator represents that neither it nor any Brand is owned or controlled by, or acting for, a person subject to sanctions administered by the United States, the United Nations, the European Union or the United Kingdom.

19.7 Independent contractors and no third-party beneficiaries. The parties are independent contractors. There are no third-party beneficiaries of the Agreement; in particular, Players have no rights under it.

19.8 Severability and counterparts. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. The Agreement may be executed electronically and in counterparts.

20. Contact

Questions about these Terms can be sent to legal@afterparty.example.com.