ARTICLE I
The Platform
This Agreement establishes the Academy's access to and use of the ArtiPlay Academy OS — a digital platform built to support academy operations, player engagement, communication, training administration, achievements, rewards, academy services, and related digital experiences.
Depending on the Academy's activated configuration, ArtiPlay may include:
- Player and parent-facing application interfaces
- Coach and administrator tools
- Training and attendance management
- RSVP and event functionality
- Player achievements
- Academy announcements and messaging
- Rewards and points systems
- Academy store functionality
- Player engagement features
- ByteSense™ or related performance/scoring features
- Vex™ or other AI-assisted features
- Academy dashboards and analytics
- Digital academy content
- White-label branding and academy-specific presentation
- Other features introduced by the Provider from time to time
The exact features available to the Academy depend on its selected configuration and subscription.
Subject to compliance with this Agreement and payment of applicable fees, the Provider grants the Academy a limited, non-exclusive, non-transferable, revocable license to access and use its configured ArtiPlay environment for the Academy's internal operations and authorized members.
The Academy does not acquire ownership of ArtiPlay, its source code, architecture, backend systems, databases, algorithms, designs, workflows, or underlying intellectual property. The license is for use of the platform — not ownership of the platform.
§1.3
White-Label Experience
Where a White-Label configuration is purchased, the Provider may configure the ArtiPlay experience to reflect the Academy's identity, including its name, logo, colors, imagery, content, announcements, player experience, and — where available — a dedicated domain or access point.
The Academy may represent the configured application as its digital academy platform for its members. However, all underlying software, technology, architecture, systems, source code, frameworks, components, and intellectual property remain the exclusive property of the Provider unless expressly agreed otherwise in writing.
ARTICLE II
Founding Academy Commercial Terms
§2.1
Founding Academy Pricing
For the Academy's initial deployment, the Provider may extend a special Founding Academy rate for the White-Label deployment.
INITIAL WHITE-LABEL DEPLOYMENT
₱35,000₱15,000
One-time · Founding Academy price
The Founding Academy price is a special commercial arrangement and does not establish the regular market price of future ArtiPlay deployments. It may be extended in consideration of the Academy serving as an early deployment, product feedback partner, demonstration environment, and potential referral partner.
§2.2
Platform & Infrastructure Fee
RECURRING PLATFORM FEE
₱999 / month
This recurring fee covers the Academy's continued access to the ArtiPlay platform, and may include:
- Platform hosting and Academy environment
- Database infrastructure and automated backups as described in §5.10
- System maintenance, security, and infrastructure updates
- Bug fixes and platform monitoring
- General technical support
- Continued access to supported ArtiPlay features
- General platform improvements and updates
The monthly platform fee does not automatically include custom software development requested exclusively for the Academy.
Requests that materially change or extend the standard ArtiPlay platform may be treated as Custom Development — for example, new modules, custom workflows or integrations, specialized reporting, major UI restructuring, custom automation, custom database architecture, or academy-specific functionality outside the standard platform.
Custom Development may be quoted separately. No custom development is considered included in the monthly platform fee unless expressly stated in writing.
ARTICLE III
Accounts, Data & Intellectual Property
§3.1
Academy Account & Tenant Environment
Each participating Academy may be provisioned with its own logical Academy environment ("Tenant"), configured with Academy-specific settings, branding, administrators, coaches, players, and other authorized users.
The Academy is responsible for ensuring that only authorized individuals receive access, and shall promptly notify the Provider of suspected unauthorized access, compromised credentials, or misuse of the platform.
§3.2
Academy Administrators
The Academy shall designate one or more authorized administrators, who may be responsible for managing users, academy information, announcements, player and training/event information, academy content, activity review, and access permissions.
The Academy is responsible for actions performed through its administrator accounts.
§3.3
Player, Parent & Member Information
The Academy remains responsible for the accuracy and lawful collection of information submitted by or on behalf of its players, parents, coaches, and members, and for obtaining any required permissions, notices, or consents — including appropriate parent or legal guardian permissions where minors use the platform.
The Provider shall use Academy data for purposes reasonably necessary to operate, maintain, secure, support, and improve the platform, subject to applicable law and the Parties' agreed privacy arrangements.
The Academy retains its rights to its Academy-specific operational information and content — including player and coach records, training information, announcements, academy-created content, branding, and academy-specific records. The Provider does not obtain ownership of this information merely because it is stored or processed through ArtiPlay.
The Provider, in turn, retains ownership of the ArtiPlay software, source code, architecture, infrastructure, databases and structures, algorithms, AI systems, UI and design systems, templates, proprietary workflows, platform components, documentation, trademarks, branding, product concepts, and technical methodologies.
§3.5
Intellectual Property
All intellectual property associated with ArtiPlay remains the property of the Provider unless expressly transferred through a separate written agreement. The Academy may not:
- Copy the ArtiPlay source code or reverse engineer the platform
- Reproduce the platform for another organization
- Sell or sublicense the underlying software
- Extract proprietary systems or architecture
- Create a competing platform substantially based on ArtiPlay
- Remove proprietary notices
- Represent the underlying ArtiPlay technology as its own software
White-labeling changes the Academy-facing identity of the platform but does not transfer ownership of the underlying technology.
The Academy grants the Provider permission to use the Academy's name, logo, and approved branding materials solely to configure, operate, demonstrate, and support the Academy's ArtiPlay environment. The Provider may request permission before publicly displaying the Academy as a customer, case study, or reference partner.
The Academy may withdraw permission for public promotional use by written notice, subject to previously published materials and reasonable removal periods.
ARTICLE IV
Data Privacy & Protection
For personal data processed through ArtiPlay in connection with the Academy's players, parents/guardians, coaches, and staff ("Academy Personal Data"), the Academy acts as the Personal Information Controller and the Provider acts as the Personal Information Processor, each as defined under the Philippine Data Privacy Act of 2012 (Republic Act No. 10173) and its Implementing Rules and Regulations ("DPA"). The Provider processes Academy Personal Data only on the Academy's documented instructions, as reflected in this Agreement and the Academy's configuration of the platform.
§4.2
Purpose and Scope of Processing
The Provider shall process Academy Personal Data solely for the following purposes: operating and maintaining the Academy's ArtiPlay environment; enabling player, parent, and coach account access; administering attendance, training, RSVP, achievements, rewards, and communication features; providing academy dashboards and analytics to the Academy; delivering platform support; and improving the security, stability, and performance of ArtiPlay. The Provider shall not use Academy Personal Data for its own independent marketing purposes, nor sell or trade Academy Personal Data to third parties.
ACTIVE ACCOUNT RETENTION
Duration of subscription
Academy Personal Data is retained for as long as the Academy's account remains active
POST-TERMINATION RETENTION
90 days
Default window before deletion or anonymization, unless a longer period is required by law
Following the retention window above, the Provider shall delete or irreversibly anonymize Academy Personal Data from its production systems, except where retention is required to comply with a legal obligation, resolve a dispute, or enforce this Agreement. Backup copies are purged in the ordinary course of the Provider's backup rotation cycle.
§4.4
Data Subject Requests
The Academy is the primary point of contact for data subject requests (access, correction, erasure, objection, or portability) from its players, parents, or coaches. Where a data subject request is submitted directly to the Provider, the Provider shall promptly forward it to the Academy and reasonably assist the Academy in responding within the timelines required under the DPA. The Provider shall provide reasonable technical assistance to export, correct, or delete specific data subject records upon the Academy's written request.
The Provider shall implement reasonable and appropriate organizational, physical, and technical security measures to protect Academy Personal Data against accidental or unlawful destruction, alteration, disclosure, or access, including:
- Encryption of data in transit
- Access controls limiting internal access to authorized personnel on a need-to-know basis
- Regular security patching and monitoring of platform infrastructure
- Logical separation of each Academy's Tenant environment and data
- Periodic review of access permissions and administrator accounts
§4.6
Personal Data Breach Notification
If the Provider becomes aware of a personal data breach affecting Academy Personal Data that is reasonably likely to require notification to the National Privacy Commission or affected data subjects under the DPA, the Provider shall notify the Academy without undue delay, and in any event within 72 hours of becoming aware of the breach. The notification shall describe, to the extent known, the nature of the breach, the categories and approximate number of data subjects and records affected, the likely consequences, and the measures taken or proposed to address the breach. The Academy remains responsible for making any required notification to the National Privacy Commission and to affected data subjects, with the Provider's reasonable cooperation.
The Academy authorizes the Provider to engage third-party subprocessors (such as cloud hosting, database, storage, communication, or AI service providers) reasonably necessary to operate ArtiPlay, provided that each subprocessor is bound by data protection obligations materially consistent with this Article. The Provider remains responsible for each subprocessor's compliance with this Agreement. A current list of material subprocessors is available to the Academy upon written request.
§4.8
Cross-Border Data Transfers
Academy Personal Data may be hosted, stored, or processed on servers located outside the Philippines, including through the Provider's cloud infrastructure and subprocessors. Where such a transfer occurs, the Provider shall ensure that the receiving party is bound by data protection obligations that provide a comparable level of protection to that required under the DPA.
§4.9
Children's and Minors' Data
Minors on the Platform — Where players using ArtiPlay are minors, the Academy is responsible for obtaining verifiable parental or legal guardian consent prior to enabling the minor's account, and for ensuring that only information reasonably necessary for academy operations (e.g., name, age group, training records, achievements) is collected. The Provider shall not knowingly use minors' personal data for profiling, advertising, or any purpose beyond the operation of the Academy's ArtiPlay environment.
§4.10
Data Handling After Termination
Upon termination of this Agreement, and subject to §6.4 (Data Export After Termination), the Provider shall make Academy Personal Data available for export within a reasonable period, and shall thereafter delete or anonymize Academy Personal Data from its active systems in accordance with §4.3, unless retention is required by law or necessary to resolve an outstanding dispute or obligation between the Parties.
ARTICLE V
Platform Operations & Support
ArtiPlay is an evolving software platform. The Provider may improve existing features, modify technical infrastructure, improve security, update interfaces, add new capabilities, replace obsolete technologies, introduce new modules, improve performance, and retire features that are no longer commercially or technically viable — while endeavoring to maintain the Academy's core experience.
§5.2
Availability & Maintenance
The Provider will use commercially reasonable efforts to maintain the availability of ArtiPlay. Temporary interruptions may occur due to maintenance, software updates, infrastructure failures, third-party service outages, internet disruptions, security incidents, force majeure events, or other circumstances outside the Provider's reasonable control. Uninterrupted or error-free operation is not guaranteed at all times.
The monthly platform fee includes reasonable platform-related support within the capabilities of the Provider's support system. Support does not include unlimited custom development; requests requiring substantial development, investigation, data restructuring, or custom implementation may be quoted separately.
MONTHLY UPTIME TARGET
99%
Measured monthly; a target, not a guaranteed service level
The Provider targets 99% platform availability measured on a monthly basis. This target excludes: scheduled maintenance performed in accordance with §4.7; outages or degraded performance caused by the Provider's third-party infrastructure, hosting, or cloud service providers that are outside the Provider's reasonable control; internet service disruptions affecting the Academy's own connectivity; and force majeure events. Failure to meet the uptime target does not, by itself, constitute a material breach of this Agreement, but repeated or sustained failure to meet the target may be raised by the Academy for good-faith discussion of remediation or commercial adjustment.
| Severity | Definition |
|---|
| Critical | Platform is completely inaccessible to substantially all Academy users, with no available workaround |
| High | A major feature (e.g., login, attendance, payments) is broken or unusable, with no reasonable workaround |
| Medium | A feature is impaired or behaving incorrectly, but a workaround exists or impact is limited |
| Low | Cosmetic issue, minor inconvenience, or a request for clarification/enhancement |
§5.6
Response & Resolution Targets
| Severity | Target First Response | Target Resolution |
|---|
| Critical | Within 4 hours | Best effort, ongoing updates every 4–6 hours until resolved |
| High | Within 1 business day | Best effort within 3 business days |
| Medium | Within 2 business days | Best effort within the next scheduled update cycle |
| Low | Within 5 business days | Addressed at the Provider's discretion in a future update |
Resolution targets are best-effort service objectives, not guaranteed deadlines. Actual resolution time may vary depending on the complexity of the issue, dependency on third-party infrastructure providers, and whether the issue originates from the Academy's own data, configuration, or third-party integrations.
§5.7
Scheduled Maintenance Notice
The Provider shall provide the Academy with at least 24 hours' advance notice of scheduled maintenance reasonably expected to cause platform downtime or degraded performance, through the Academy's registered contact channel. Shorter or no advance notice may be given for urgent security patches or fixes reasonably necessary to protect the platform or Academy data from an active or imminent threat.
§5.8
Emergency Incident Procedure
For Critical and High severity incidents, the Provider shall: (a) acknowledge the incident within the response target in §5.6; (b) provide the Academy with a brief description of the known impact and, where available, an estimated timeframe for resolution; (c) provide periodic status updates until the incident is resolved; and (d) upon request, provide the Academy a brief written summary after resolution describing the cause and corrective steps taken, where the cause is reasonably known.
§5.9
Dependency on Third-Party Infrastructure
Shared Responsibility — ArtiPlay is built on third-party cloud hosting, database, and deployment infrastructure providers. The availability, performance, and security commitments of those third-party providers form part of the practical foundation of the uptime and response targets in this Article. Where an outage, data incident, or degraded performance originates solely from such a third-party provider's own service failure, and is outside the Provider's reasonable control, the Provider's obligation is limited to using commercially reasonable efforts to mitigate impact, communicate status to the Academy, and pursue remediation through the responsible third-party provider.
§5.10
Backup & Disaster Recovery
BACKUP FREQUENCY
Daily automated
Automated database backups performed at least once every 24 hours
BACKUP RETENTION
7 days rolling
Minimum window of recoverable daily backups, per the Provider's infrastructure plan
RECOVERY POINT OBJECTIVE (RPO)
≤ 24 hours
Maximum data loss window in a restoration scenario
RECOVERY TIME OBJECTIVE (RTO)
≤ 48 hours
Target time to restore service from the most recent viable backup
Backups are performed automatically at the database infrastructure level and are not a substitute for the Academy independently exporting or retaining copies of critical records it considers essential. The RPO and RTO figures above are operational targets based on the Provider's current infrastructure plan and are not a guaranteed service level; actual recovery time may vary depending on the nature and cause of the incident.
§5.11
Data Loss, Corruption & Restoration Responsibility
The Provider is responsible for restoring Academy data from the most recent available backup where data loss or corruption results from a failure of the Provider's systems, infrastructure, or processes. The Provider is not responsible for data loss or corruption caused by: (a) inaccurate, incomplete, or improperly formatted data submitted by the Academy or its users; (b) actions taken by the Academy's own administrators or users, including accidental deletion, unauthorized access due to the Academy's failure to safeguard credentials, or misuse of bulk-edit or import features; or (c) failures originating solely from third-party infrastructure providers under §5.9, beyond the Provider's reasonable control.
Upon becoming aware of a data loss or corruption event, the Provider shall notify the Academy within the timeframe applicable to the incident's severity under §5.6, and shall use commercially reasonable efforts to restore affected data from the most recent viable backup consistent with the RPO in §5.10.
ARTICLE VI
Growth & Referral Partnership
§6.1
Referral & Academy Partner Program
A participating Academy may optionally become an ArtiPlay Academy Partner. If the Academy directly introduces another qualified academy, sports organization, or business that subsequently becomes a paying customer, it may receive a referral commission under the Provider's then-current referral program.
DIRECT REFERRAL COMMISSION
50%
of the actual initial deployment / setup fee received by the Provider
Example — The commission is calculated from the actual amount received, not the standard reference price. A referred academy that pays the ₱15,000 Founding Academy price yields a referring Academy commission of ₱7,500 (50% of the amount actually received).
The commission is calculated from the actual, agreed, and paid initial deployment/setup fee — not from any standard reference price. The remaining 50% belongs to the Provider. The Provider remains responsible for product demonstration, commercial proposal, contracting, payment collection, technical implementation, deployment, and platform support. The referring Academy is not required to provide technical support or software development. A commission applies only when the Provider confirms the prospect qualifies as a registered referral, under the Provider's reasonable attribution, payment, eligibility, and anti-abuse rules.
The referring Academy may, at its sole discretion, allocate any portion of its own 50% commission to the member, player, parent, or representative who introduced the referral (a "Referral Token" or similar Academy-designated reward). The Provider has no obligation to fund, supplement, or directly pay such a token, and any amount the Academy provides comes from the Academy's own share — it does not reduce the Provider's 50%.
The commission applies only to the one-time initial deployment/setup fee. The recurring ₱999 monthly platform fee — including any discounted annual prepayment equivalent — is not commissionable, unless the Provider expressly establishes a separate written recurring referral program.
A referral must be submitted to the Provider before or at the time the prospect is introduced. A prospect already actively engaged in discussions with the Provider may not qualify as a new referral. Unless otherwise specified, referral attribution remains valid for up to 90 days from the confirmed introduction. The Provider reserves the right to reject duplicate, self-referred, fraudulent, or otherwise invalid referrals.
Approved commissions become payable once the referral is registered and accepted, the referred customer has signed the applicable agreement, and the Provider has received and cleared the corresponding setup payment. Commissions are released within 15 business days after the customer's payment clears. If the setup fee is paid in installments, the 50% commission is released proportionally as each installment clears. If any portion of a qualifying payment is later refunded, charged back, or reversed, the corresponding commission is adjusted proportionally and any amount already released may be deducted from future commissions. Referral commissions are subject to applicable Philippine taxes and withholding requirements; the Provider may deduct required withholding before releasing the net commission.
ARTICLE VII
Payment & Termination
Applicable setup and subscription fees are paid according to the commercial terms agreed by the Parties. Unless otherwise stated: initial deployment fees are due before deployment; monthly platform fees are due according to the Academy's billing date; unpaid accounts may be subject to restricted access or suspension; and reactivation may require settlement of outstanding amounts. Taxes, payment processing fees, third-party services, or other pass-through costs may be charged separately where applicable.
If an Academy account becomes overdue, the Provider may provide reasonable notice and an opportunity to settle the outstanding balance. If payment remains unpaid, the Provider may suspend platform access until the account is current. Academy data is not deleted solely due to suspension; it remains subject to the backup, retention, and restoration terms of §5.10, and to the data retention terms of §4.3.
Either Party may terminate the Agreement in accordance with the applicable commercial terms. The Provider may terminate or suspend access for material breach, persistent non-payment, unauthorized use, abuse of the platform, security risk, illegal activity, attempted reverse engineering, or attempted unauthorized duplication or resale of the platform.
Termination of access does not transfer ownership of ArtiPlay or any Provider intellectual property to the Academy.
§7.4
Data Export After Termination
STANDARD EXPORT WINDOW
30 days
From the effective date of termination, at no additional charge
EXTENDED EXPORT WINDOW
Up to 90 days
Available upon written request before the standard window lapses
Upon termination, the Provider shall make the Academy's exportable data available for retrieval within the Standard Export Window above, in commonly readable formats — CSV or JSON for structured records, and PDF for document-style or summary content. The following categories are included, to the extent they exist in and are technically exportable from the Academy's Tenant:
| Data Category | Export Format |
|---|
| Player, parent, and coach records | CSV / JSON |
| Attendance records | CSV / JSON |
| Training and event/RSVP records | CSV / JSON |
| Payment and transaction records | CSV / PDF |
| Academy announcements and messages | CSV / PDF |
| Player achievements and rewards/points history | CSV / JSON |
| Media and content uploaded by the Academy (photos, files) | Original file format, where technically exportable |
If the Academy requests an extension to the Extended Export Window, submits the request after the Standard Export Window has lapsed, or requests a data format, structure, or delivery method beyond the Provider's standard export tooling, the Provider may charge a reasonable fee reflecting the actual time and resources required, quoted in advance.
Excluded from any export are: system-generated proprietary outputs unique to the Provider's underlying algorithms, scoring models, or AI systems (e.g., ByteSense™ or Vex™-derived internal computations, as distinct from the Academy-facing results already visible on the platform); the Provider's software, source code, system architecture, and infrastructure; and any data the Provider is legally prohibited from disclosing. Data subject to an unresolved payment dispute or other outstanding contractual obligation may be withheld from export until the obligation is resolved, except where withholding a data subject's own personal data would violate the Academy's or Provider's obligations under the Data Privacy Act.
After the Extended Export Window lapses without a request from the Academy, the Provider shall proceed with deletion or anonymization of the data in accordance with §4.3 and §5.10.
The Academy shall not use ArtiPlay to conduct unlawful activities; upload malicious software; attempt unauthorized access; circumvent security mechanisms; abuse the platform; misrepresent the platform; reverse engineer the software; interfere with platform operations; access another Academy's data; or resell the underlying platform without authorization.
ARTICLE VIII
General Legal Terms
ArtiPlay may rely on third-party services, APIs, infrastructure providers, communication services, analytics services, AI services, payment services, or other external technologies. The Provider is not responsible for outages or changes caused exclusively by third-party providers outside its reasonable control.
Certain ArtiPlay functionality may use artificial intelligence or automated systems. AI-generated outputs may not always be accurate, complete, or appropriate, and are intended to assist — not replace — the judgment of coaches, administrators, parents, or other responsible individuals. The Academy remains responsible for decisions made using AI-assisted information.
§8.3
No Guarantee of Business Results
The Provider does not guarantee that use of ArtiPlay will increase enrollment, revenue, player performance, attendance, retention, referrals, or produce any specific financial result. Business outcomes depend on how the Academy implements and uses the platform.
§8.4
Limitation of Liability
To the maximum extent permitted by law, the Provider shall not be liable for indirect, incidental, special, consequential, or loss-of-profit damages arising from use of the platform. The Provider's aggregate liability shall, to the extent permitted by law, be limited to fees actually paid by the Academy during the applicable period giving rise to the claim. Nothing here excludes liability that cannot legally be excluded.
Each Party shall reasonably protect confidential information received from the other — including business strategies, pricing, technical information, non-public product information, customer information, operational information, credentials, and proprietary systems — and shall not disclose it to unauthorized third parties except where required by law or reasonably necessary to perform this Agreement.
§8.6
Independent Business Relationship
The Academy and the Provider are independent contracting parties. Nothing in this Agreement creates an employment relationship, legal partnership, joint venture, agency relationship, or franchise relationship — including through the optional Academy Partner referral arrangement.
§8.7
Modifications to Commercial Terms
The Provider may update standard ArtiPlay pricing for future customers. Any special Founding Academy pricing expressly agreed with the Academy remains subject to the specific commercial terms provided to it. Changes to the Academy's own recurring fee should be communicated with reasonable advance notice, unless required due to extraordinary infrastructure, regulatory, third-party, or operational circumstances.
This Agreement, together with any applicable order form, pricing sheet, proposal, or written commercial addendum, constitutes the understanding between the Parties regarding the Academy's use of ArtiPlay. Any material amendment should be made in writing and accepted by both Parties.
This Agreement shall be governed by the laws of the Republic of the Philippines, without prejudice to any mandatory rights or protections available to either Party under applicable law.
WELCOME TO ARTIPLAY™
The Academy OS
ArtiPlay is built to help modern academies move beyond scattered messages, spreadsheets, paper records, and disconnected tools — and into a single digital experience designed around the academy, its coaches, its players, and its community.
One Academy. One Digital Home.
BUILT BY ARTIPLAY