YoYo Games Platforms Default Publisher EULA

Last updated: 15/02/2016

ABOUT THIS DOCUMENT

This is the default legal document applying to end users’ use of Publisher Property accessible via YYG Platforms, including access to software products as well as services. If you want to find out about the terms and conditions applying to your use of the YYG Platforms, please see the YoYo Games Platforms User Agreement.

DEFINITIONS

This document will work better if we explain what we mean when we use certain words or phrases:

"Customer": means any person or company or other legal entity that uses YYG Platforms and/or licenses Publisher Property via the YYG Platforms (including you).

"Intellectual Property Rights": means any and all copyright, trade marks, service marks, trade dress, brand names, logos, goodwill, get up, trade, business or domain names, design rights, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in databases, rights in computer software, moral rights, publicity rights, performance rights, synchronisation rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, restorations and reversions regarding any of the same.

"Publisher EULA": means this document and any documents that form part of it or are related to it, as updated from time to time.

"Publisher Property": means products or services which can be licensed or accessed via the YYG Platforms. This can include (but is not limited to): (i) software created to facilitate the development of interactive entertainment products; (ii) content (like graphics, sounds, music, text) which are intended to be integrated with interactive entertainment products; and/or (iii) services (such as graphic design or audio engineering) offered to Customers.

"YoYo Games": that’s us. We are YoYo Games Limited (company number 05260718) of Fourth Floor, 61 Southwark Street, London, SE1 0HL, UK (also ‘we’, ‘us’ and ‘our’).

"YoYo Group": means YoYo Games together with its group of companies, employees and affiliates.

"YYG Platforms": means any YoYo Games platforms, products or services from time to time including (but not limited to) GameMaker: Studio, GameMaker: Player, GameMaker: Marketplace and YoYo Games websites (including the YoYo Games Game Maker Community / forums), as updated, replaced or expanded from time to time.

  • 1. ALTERNATE EULA

    • 1.1. The Publisher may decide to replace this default Publisher EULA with its own preferred end user legal document. If so, that document and not this one will govern your usage of the relevant Publisher Property. You will be able to see the alternate document on the YYG Platforms page for the relevant Publisher Property. If the Publisher does not use an alternate legal document, this Publisher EULA will apply to your usage of the Publisher Property in question. The Publisher is under all circumstances responsible for all legal steps and arrangements regarding its collection of personal data/personal information from Customers, including the use and maintenance of any Privacy Policy regarding Publisher Property. However, by accepting this Publisher EULA you hereby consent that YoYo Games may collect (in accordance with its YoYo Games Platforms Privacy Policy) certain non-personally identifiable metrics and analytics from you in order to improve its products and services.
  • 2. ACCEPTING THIS PUBLISHER EULA

    • 2.1. Accepting the Publisher EULA. This Publisher EULA is a legally binding contract regarding your use of relevant Publisher Property. Before you can access the Publisher Property, you will need to show your acceptance of this Publisher EULA when first accessing the Publisher Property. Please review it carefully. You are welcome to contact the Publisher, or YoYo Games at helpdesk@yoyogames.com, if you have any questions or comments about the Publisher EULA, but in any event your continuing usage of the Publisher Property will demonstrate your approval of this Publisher EULA.
    • 2.2. Access for adults only or with adult approval. To accept this Publisher EULA and use and access Publisher Property, you must be at least 18 years of age (or whatever is the age of legal majority in your country, if it is not 18). If you are not an adult, then your usage is discretionary and you will need your parent’s or guardian’s approval and your acceptance of this EULA or your continuing usage of the Publisher Property will demonstrate you have acquired such approval.
  • 3. KEY REQUIREMENTS

    • 3.1. Who is contracting with you. This is a direct contract between the Publisher of the Publisher Property and its Customers. The Publisher is solely responsible for the Publisher Property and all matters under this Publisher EULA. The contact details of the Publisher and Publisher Property details will be set out via the relevant YYG Platforms webpage for the Publisher Property.
    • 3.2. Intellectual Property Rights. The Publisher (not YoYo Games) is responsible for ensuring that the Publisher Property does not infringe any third party Intellectual Property Rights and for dealing with any claim, issue or dispute about the same.
    • 3.3. Quality and other issues. Any warranties or representations regarding the Publisher Property are the Publisher’s sole responsibility. The Publisher is responsible in particular for: (i) quality and product liability claims; (ii) any claim that the Publisher Property fails to comply with any applicable legal or regulatory requirements; and (iii) any claims under consumer protection or other laws.
    • 3.4. Liability. To the maximum extent permitted by applicable law, YoYo Group has no responsibility or liability regarding the Publisher Property and is not liable in particular for any losses, damage, harm, costs, expenses, claims, disputes or proceedings regarding them. Use of Publisher Property is at your own risk and is provided “as is” and “as available” without warranty or representation of any kind. YoYo Group disclaims all warranties, representations and conditions of any kind relating to the Publisher Property, including without limitation any implied warranties of satisfactory quality, merchantability, fitness for purpose or non-infringement of third party rights. In addition, YoYo Group does not warrant or represent that your use of the Publisher Property will be uninterrupted or secure or free from bugs or errors. Your use of the Publisher Property and any assets, information or other material obtained via them is at your own discretion and risk.
    • 3.5. Complaints. If you have any complaints or issues with Publisher Property, the Publisher must use good faith endeavours to resolve them with you. However, if they cannot be resolved or if you are concerned regarding the Publisher’s actions or its compliance with the Publisher EULA, you can contact YoYo Games at helpdesk@yoyogames.com.
    • 3.6. YoYo Games can enforce this EULA. Members of the YoYo Group are third party beneficiaries to this EULA and can, but are not obliged to, enforce it against the Publisher and Customers if necessary.
  • 4. ACCESSING PRODUCTS

    • 4.1. Publisher Property is licensed, not sold. When you ‘buy’ Publisher Property, what happens is that the Publisher grants to you a non-exclusive and worldwide right (known legally as a ‘licence’) over the Publisher Property to use them for the purpose of using that Publisher Property via authorised means for authorised purposes. You are therefore acquiring a licence over Publisher Property, not buying the Publisher Property. Your licence over the Publisher Property is subject to this Publisher EULA.
    • 4.2. Multi-user arrangements. Only you are able to use the rights in this Publisher EULA regarding the Publisher Property which you license and use - you cannot give rights to other people or share the rights with them. This excludes commercial use of Publisher Property which is used by multiple team members for a project (which is permitted, unless the Publisher states otherwise).
    • 4.3. Customer support. All customer support, disputes, queries or other matters regarding Publisher Property are the responsibility of that Publisher. All customer support matters regarding YYG Platforms are the responsibility of YoYo Games.
  • 5. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

    • 5.1. Ownership The Publisher Property and all Intellectual Property Rights in them are owned or licensed by the relevant Publisher, including its code, graphics, video, audio, music and text. The YYG Platforms and all Intellectual Property Rights in them are owned by YoYo Games (including its code, graphics, video, audio, music and text). All rights not expressly licensed or granted to you are expressly reserved.
    • 5.2. Open Source Software If the Publisher Property contains any open source content, the Publisher will be responsible for compliance with any applicable open source requirements.
  • 6. PROHIBITIONS

    • 6.1. You must not:
      • 6.1.1. Reproduce, duplicate, copy, sell, trade or resell the Publisher Property;
      • 6.1.2. Copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Publisher Property (unless specifically agreed otherwise);;
      • 6.1.3. Interfere with, circumvent or bypass servers or security or content usage functionality (including any digital rights management) in or regarding any Publisher Property;;
      • 6.1.4. Use any Publisher Property to access, copy, transfer, transcode or retransmit content in breach of any laws or third party rights; or
      • 6.1.5. Remove, obscure, or alter YoYo Games' or any third party's copyright or trademark or other proprietary notices or documentation regarding any Publisher Property, nor use any YoYo Games or Publisher or other trade marks for your own purposes.
  • 7. TERM AND TERMINATION OF THIS PUBLISHER EULA

    • 7.1. Start of Publisher EULA. This Publisher EULA starts when you confirm your agreement to it or start using Publisher Property and it will end once either you or we terminate it, as we explain below.
    • 7.2. Your termination rights. You may terminate this Publisher EULA by ceasing to use the Publisher Property at any time..
    • 7.3. Our termination rights. This Publisher EULA may be terminated at any time on written notice to you if: (i) you commit a breach of your obligations or any other term under this Publisher EULA (or any number of individual breaches which amounts to a material breach) and if the breach is capable of remedy, fail to remedy it during the period of 30 (thirty) days starting on the date of receipt of notice requiring it to be remedied; (ii) if you are an individual, you become bankrupt; (iii) if you are another legal entity, you become insolvent (including being unable to pay your debts as they fall due and/or the value of your assets is less than the amount of your liabilities, taking into account contingent and prospective liabilities), propose an individual, company or partnership voluntary arrangement, have a receiver, administrator or manager or trustee in bankruptcy appointed over the whole or any part of your business or assets; if any petition shall be presented in good faith, order shall be made or resolution passed for your winding up (except for the purpose of amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liquidators/interim receivers or special managers); if you shall otherwise propose or enter into any composition or arrangement with your creditors or any class of them or you cease or threaten to cease to carry on business; or (iv) YoYo Games decides not to provide the YYG Platforms anymore (see below).
    • 7.4. Effect of termination. If this Publisher EULA terminates for any reason then it will cease immediately to have effect (apart from any sections that are necessary for enforcement of any legal rights and remedies against you). This means that you will no longer have access to the Publisher Property.
    • 7.5. Force Majeure. No party shall be liable for any failure to fulfil its obligations under this Publisher EULA as a result of force majeure, and in such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If any party is prevented or delayed in the performance of its obligations under this Publisher EULA by reason of force majeure, that party shall, as soon as reasonably possible, serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to force majeure. (In this clause, “Force Majeure” means any cause preventing a party from performing any or all of its obligations that arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including strikes, lock-outs or other industrial disputes (other than any such dispute involving the workforce of the party so prevented), nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage (excluding malicious damage involving the employees of the affected party or its sub-contractors), industrial action by employees of any providers of electrical power, failure of technical facilities, fire, flood, or storm or default of suppliers or sub-contractors.)
    • 7.6. Removal of Publisher Property. From time to time, there may be serious cases of breach of this Publisher EULA or other legal documents regarding the Publisher Property or YYG Platforms, or other serious legal cases (such as law enforcement or court action). In that situation, YoYo Games reserve the right to require that the relevant Publisher Property is removed from any computer or other equipment under your control and you agree to comply promptly with such requirement.
  • 8. CHANGES TO THIS PUBLISHER EULA

    • This Publisher EULA may be updated if necessary (for example to reflect changes in the YYG Platforms or legal developments). If so, the revised version will be made available online and you will be informed of the changes, which you will be deemed to accept by your continued use of the Publisher Property. If you do not agree to the new version, you must stop using the Publisher Property.
  • 9. GENERAL

    • (i) Each party will keep any confidential information of the other party confidential and secure and will not disclose or communicate it to any third party, except its professional representatives or advisers or as required by law. (ii) This Publisher EULA does not create any exclusive relationship between the parties nor any partnership, joint venture, employment or agency between them. (iii) No failure or delay by a party to exercise any right under this Publisher EULA or at law will be a waiver of that right. (iv) No assignment, novation or transfer of this Publisher EULA is possible without Publisher’s prior written consent. (v) Only a party to this Publisher EULA and any member of the YoYo Group can enforce it (whether under the UK’s Contracts (Rights of Third Parties) Act 1999 or otherwise). (vi) If any part of this Publisher EULA is found to be invalid or unenforceable, that will not affect the rest of the Agreement. (vii) This Publisher EULA can be executed in multiple counterparts. (viii) Any notices under this Publisher EULA must be in English and sent to by email, for the Publisher to its account email address and for YoYo Games to helpdesk@yoyogames.com. (ix) This Publisher EULA and its accompanying YoYo Games legal documents constitute the whole agreement between the parties and supersedes all previous agreements between them regarding its subject matter. Each party acknowledges that, in entering into this Publisher EULA, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Publisher EULA. Nothing in this Publisher EULA will limit any liability for fraud. (x) Each party is responsible for its own costs regarding this Publisher EULA. (xi) This Publisher EULA and any dispute, claim or matter (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of England. The parties irrevocably agree that the courts of England will have exclusive jurisdiction over any dispute, claim or matter (whether contractual or non-contractual) that arises out of or in connection with this Publisher EULA or its subject matter or formation. Each party waives, to the fullest extent permitted by applicable law, any objection to such choice of exclusive governing law and jurisdiction and any claim that any such action or proceedings brought in such court has been brought in an inconvenient forum.

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