1.1.
These Developer Terms of Service (the “Agreement”) are entered between Pley AB, reg. no 559074-0659, a Swedish company with offices located at Magnus Ladulåsgatan 3, 118 63 Stockholm, Sweden (“Pley”), and you as a game developer (“Developer”) either (i) by registering for a Developer Account, (ii) otherwise using the Pley Platform as a developer, or (iii) using, downloading or accessing any Pley Platform Software (or any other software, instruction, code or documentation hereto made available by Pley from time to time), (the “Service”). Capitalized terms which are not otherwise defined herein are defined in Appendix 1 hereto.
1.2.
By using the Service, registering for a Developer Account and/or using, downloading or accessing any Pley Platform Software, Developer confirm that they have read, understood and agree to adhere to this Agreement, rules, policies and procedures that may be published and updated by Pley from time to time on Pley Platform. If Developer do not want to be bound by the Agreement Developer may not use the Service.
1.3.
Referrals to “Developer” in this Agreement shall further include each natural person whom has access to the Service in his/her capacity as an authorized representative of Developer (“Representative”). Developer is responsible for informing and, when applicable and necessary, collecting consent of this Agreement from Representatives.
1.4.
Developer and Pley are jointly referred to herein as the “Parties” and alone as a “Party”.
2.1.
Pley owns and has developed the Pley Platform Software in connection with the Pley Platform. Pley operates the Pley Platform, through which Pley via the Game Manager allows submission of computer games and, subject to a Distribution Agreement and at such developer’s risk, distribution of video games as owned and developed by third party developers to End Users of Pley Platform.
2.2.
Developer owns and/or has the rights to develop, publish and/or distribute any Builds of Game(s), and any other associated intellectual property rights, as submitted by Developer to Pley under this Agreement.
3.1.
In order for the Developer to get developer access to the Service, in accordance with this Agreement, the Developer must apply for such access on Pley Platform, such application to be approved by Pley at its sole discretion. If developer access is granted to the Developer by Pley, the Developer will receive login details to a personal Developer Account, via which the Developer will get full developer access to the Pley Platform Software and be entitled to upload and develop the Game(s) (including any Builds) in the Game Manager in accordance with this Agreement.
3.2.
In conjunction with its application to receive developer access on Pley Platform, Developer and its Representative each represents and warrants:
3.3.
Developer will treat any password or username to its Developer Account as Confidential Information and agrees that it will be responsible for any use that is made of such login details. For the avoidance of doubt, the Developer shall not in any way share or make available its password or username to the Developer Account, or in any other way share the Developer Account or permit the use thereof, with any third party not being a Representative of the Developer. Developer shall immediately notify Pley of any suspicions of unauthorized use of its Developer Account including any other security breach of which the Developer becomes aware of.
3.4.
Developer is solely responsible for any and all activities that occur under its Developer Account (including any requested assistance by Pley pursuant to this Agreement). For the avoidance of doubt, Pley shall not be liable for any loss that the Developer may incur as a result of any unauthorized use of the Developer Account, either with or without the Developer’s knowledge and the Developer will be held liable for losses incurred by Pley or another party due to someone else using its Developer Account, username and/or password, as a result of the Developer’s negligence or breach of this Agreement.
3.5.
Pley may at any time, without prior notice and at its sole discretion, cancel the Developer Account or limit the Developer’s access to the Developer Account without having to provide the Developer with any reason for such action.
4.1.
Subject to this Agreement and any individual licenses included in any Pley Platform Software, Pley grants to the Developer a worldwide, royalty-free, revocable, non-exclusive, and non-transferable license to use the Pley Platform and the Pley Platform Software solely as necessary in order for the Developer to (i) upload, develop, test, display and execute Developer’s Game(s) in the Game Manager with the relevant Pley Platform Software functionality included, (ii) distribute to third parties, or permit third parties to access, integrated Pley Platform Software in the Game(s) for the purpose of testing or demoing, and (iii) subject to a separate Distribution Agreement between the Parties, to distribute to End Users the Game(s) with the Pley Platform Software via Pley Platform, (the “License”).
4.2.
Pley reserves the right to at any time, without prior notice, to modify and/or release subsequent versions of the Pley Platform Software. In order to ensure certain functionality, the Developer may be required to use the most recent version of the Pley Platform Software. Updated versions of the Pley Platform Software will be made available on the Pley Platform via the Game Manager, to which Developer may receive access to pursuant to this Agreement. The Developer is responsible for using the current version of the Pley Platform Software as soon as such version is released by Pley.
4.3.
Pley is not required to provide support to the Developer, or any user, in relation to the use of Pley Platform Software, Game Manager and/or Pley Platform in general (including any updates, enhancements or modifications hereof). For the avoidance of doubt, the Developer is solely responsible for its use of the Service and for providing user support and any other support relating to the Developer´s Game(s) and any products and services by the Developer.
4.4.
By giving Pley access to the Game(s) (either by uploading any Builds itself via the User Account or by providing Pley with the Builds in order for Pley to assist Developer in the upload of the relevant Build to the Manager Account), the Developer grants to Pley a worldwide, royalty-free, nonexclusive, and non-transferable license to copy, publicly display and perform, transmit, and distribute the Game(s) (including any Builds thereof) through the Pley Platform in order to fulfill its obligations under this Agreement.
5.1.
Developer shall use the Pley Platform and implement the Pley Platform Software in any Build of the Game(s) in a manner secure and safe for the End Users, Pley, other users and any third parties. The use by the Developer of Pley Platform Software shall be in accordance with this Agreement and Pley’s instructions provided to the Developer from time to time. Developer shall immediately correct any vulnerabilities in the Developer’s implementation of any Pley Platform Software in its Game(s). Pley may, but is not required to, conduct any corrections of detected vulnerabilities of such implementation.
5.2.
Developer shall promptly, without undue delay, provide Pley with material related to Developer’s use of the Pley Platform Software, and the Service in general, as may be reasonably requested by Pley from time to time, in order for Pley to verify Developer’s compliance with this Agreement. Furthermore, Developer specifically agree that Pley may remotely monitor items related to Developer’s use of Pley Platform Software and Developer agree not to block or interfere with such monitoring.
5.3.
Developer's right to implement and use Pley Platform Software under the License only permits the Developer to use the Pley Platform Software in a way that does not conflict with this Agreement. If Pley suspects that the Developer attempt to exceed or circumvent limitations on access to and use of the Pley Platform Software, exceed or circumvent any limitation thereto or otherwise use the Pley Platform Software in a manner that exceeds reasonable request volume, or constitutes excessive or abusive usage, Pley may at its sole discretion temporarily suspend or permanently block Developer’s ability to use such Pley Platform Software and terminate the Agreement.
5.4.
If Pley suspects that the Developer is using the Pley Platform Software of Pley Platform in a way that conflicts with this Agreement or in a way that Pley considers as a non-normal use, Pley may limit the Developer’s access to the Pley Platform Software or the Pley Platform by limiting the access to the Pley Platform or terminate the Developer Account with immediate effect in accordance with Section 13.3 below. In case of a breach by this Section 5, Developer shall be obliged to pay Pley compensation for all direct and indirect losses caused by Developer.
6.1.
By accepting this Agreement, the Developer warrant that the Developer, at all time, will process any personal data in accordance with the current data protection legislation.
6.2.
All processing of personal data by Pley is carried out in accordance with current data protection legislation and in accordance with Pley’s applicable Privacy Policy.
6.3.
In order for Pley to provide the Developer with the Service, Pley must process Representatives’ personal data. When providing Pley with personal data, the relevant physical person gives his/her consent to Pley to collect and use his/her personal data for the purposes specified in Pley's Privacy Policy.
7.1.
All Intellectual Property rights belonging to a Party prior to the Effective Date shall remain vested in that Party.
7.2.
Unless otherwise expressly granted to the Developer under this Agreement, Pley retains all right, title and interest, including without limitation any and all intellectual property rights, in and to the Service, the Pley Marks and any and all elements hereof, including patents, copyrights, trademarks, designs, trade secrets, computer programs, related documentation, technology, content, software code, user interfaces, know how, processes, any derivative works and/or compilations hereof, and other intellectual property developed by Pley (or its licensors) and provided in connection with Pley’s performance under this Agreement (collectively, the “Pley Intellectual Property”), which shall remain the sole property of Pley.
7.3.
Furthermore, Pley shall own and retain any and all right, title and interest in any and all ideas relating to the Pley Intellectual Property, including any applications, websites or other materials that Pley may be developing or owning, even if such ideas is provided as feedback by Developer to Pley (such as for example but not limited to, suggestions, comments, improvements, ideas, etc. by Developer).
7.4.
Except for the limited License granted in this Agreement to use the Service, the Developer does not receive nor is granted any licenses or rights in the Pley Intellectual Property. Developer shall not during or at any time after the expiry of this Agreement (whether in whole or with respect to support only) in any way question or dispute the ownership of Pley or such mentioned other party of the Pley Intellectual Property.
7.5.
Developer agrees not to, either directly or indirectly, for example but not limited to:
8.1.
By submitting any Builds of the Game(s) to the Game Manager (either directly via its personal Developer Account or by requesting Pley’s assistance in accordance with Section 8.2 below), the Developer hereby guarantee that the Developer have the right and all necessary approvals to provide Pley with the license to such Game(s) in accordance with Section 4.4 above, without any payment or obligation to Developer or anyone else. Furthermore, Developer guarantees that the submission of Builds on Pley Platform (either directly or via Pley’s assistance as regulated herein) will not cause Pley or its licensors to infringe the rights of any third party or to be in breach of any applicable laws or regulations. Developer hereby acknowledges and agrees to compensate Pley, including its licensors and affiliates, for any losses suffered as a direct result of any breach by Developer of any of the guarantees made by Developer according to this Section 8.1.
8.2.
Subject to Pley’s sole discretion in each separate event, Pley may assist the Developer if requested by the Developer, in the process of uploading Builds of the Game(s) to the Game Manager. Such upload by Pley shall be considered as an action conducted by Pley but on behalf of Developer and at the risk of the Developer. For the avoidance of doubt, the Developer’s provision of the Build to Pley for upload by Pley to the Game Manager, shall be considered as if the Developer itself uploaded the relevant Build to the Game Manager. Such assistance by Pley shall in no event limit any of the Developer’s liabilities and undertakings under this Agreement.
8.3.
Furthermore, the Developer is responsible for ensuring that the Build of Game(s), for example (but not restricted to):
8.4.
Pley reserves the right to, in its sole discretion, remove all or segments of the Game(s) from Pley Platform that does not comply with this Agreement, applicable laws or regulations. Changing or removing Game(s) on Pley Platform does not entail any liabilities by Pley or any of its affiliates or licensors.
8.5.
Developer is solely responsible for ensuring that the terms in this Section 8 are not violated. For the avoidance of doubt, Pley has no obligation to take any action against the Developer in relation to any Game(s) submitted to Pley Platform that violates this Agreement.
9.1.
Developer represent and warrant to Pley that:
10.1.
The Service is provided “as is” without any warranties of any kind from Pley, whether expressed or implied, as to the accessibility, quality, suitability, accuracy, merchantability or fitness for a particular purpose.
10.2.
To the extent permitted by applicable law, in no event shall Pley, or any of its affiliates, shareholders, directors, officers, employees, licensors, agents or representatives be liable for any damages suffered by Developer or any third-party in connection with the use of or obstruction in the use of the Service or otherwise in connection with this Agreement, even if advised of the possibility of such damages and regardless of how the damage occurs and whether the damage is caused by negligence or breach of contract on Pley’s part.
10.3.
Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the limitations set forth in the preceding Section may not apply. In any event, if any provisions are held inapplicable or enforceable for any reason, Pley’s total aggregate liability to Distributor for all damages of any kind and type (regardless of whether based in contract or tort) shall not exceed the greater of (i) the license fee (if any) paid by Developer for the use of the Service, or (ii) 10 000 USD.
10.4.
For the avoidance of doubt, the limitations and disclaimers in this Section 9 do not purport to limit liability or alter rights that cannot be excluded under applicable law. If any disclaimers and limitations in this Section 9 do not apply in some jurisdiction, Pley’s total liability will be limited to the greatest extent as permitted by applicable law.
11.1.
Developer will at its own expense indemnify, defend, and hold harmless Pley and its affiliates, successors, officers, directors, shareholders, licensors and employees from any cost, loss, liability, expense or damage (including reasonable attorneys’ fees) (“Liabilities”) arising out of any action, cause of action, claim or demand or other proceeding brought against Pley (including the aforementioned parties) insofar as such Liabilities are based on, arise out of or are related to (i) a material breach by Developer (including its Representatives, employees, contractors or agents) of its warranties, representations or covenants made under this Agreement or (ii) the use, operation, promotion, distribution or license of the Game(s) by Distributor or its Representatives, employees, contractors or agents. Developer will reimburse Pley upon invoicing for any payment made by Pley in respect of any Liability to which any indemnity obligation under this Agreement relates.
12.1.
No fees shall be charged under this Agreement other than what is already stipulated in the Distribution Agreement.
12.2.
Each Party shall be responsible for payment of any and all taxes, fees and other charges arising for such Party in connection with the use or provision of Pley Platform or Pley Platform Software and otherwise pursuant to this Agreement.
13.1.
This Agreement will be effective from the date of the Developer’s acceptance of this Agreement (which shall occur upon the events as stipulated in Section 1.1 herein) and shall continue in force until Developer’s access to the Service has been terminated in accordance with this Agreement.
13.2.
Either Party may terminate this Agreement subject to thirty (30) days prior written notice to the other Party. The termination of this Agreement does, however, not imply the termination of any Distribution Agreements.
13.3.
Pley may without prejudice to any rights or remedies that Pley may have under the Agreement, immediately terminate this Agreement at any time subject to written notice to Developer should Pley at its sole discretion determine that (i) Developer has failed to comply with this Agreement, or (ii) if any uploaded Build contains errors, is insufficient with this Agreement and/or Pley’s standards, or otherwise threaten to compromise the integrity of Pley, its business and/or the Service. Furthermore, Pley may terminate the Agreement at any time subject to written notice to Developer should Pley cease to operate the Service (or any portion of it).
13.4.
This Agreement may be terminated by either Party immediately upon notice if the other Party: (i) becomes insolvent, (ii) files a petition in bankruptcy, (iii) makes an assignment for the benefit of its creditors, or (iv) breach any of its obligations under this Agreement in any material respect, which breach is not remedied within thirty (30) days following written notice to such Party.
13.5.
Developer’s right to use the Service and the License expires at termination of this Agreement. Developer shall upon termination discontinue any further use of the Service and the License and shall destroy all copies of the Pley Platform Software, Pley Intellectual Property, Confidential Information of Pley and any other documentation or software of Pley in Developer’s possession or control. Developer shall upon request by Pley, confirm such destruction in writing without undue delay.
13.6.
Any termination shall be without any liability or obligation of the terminating Party, other than with respect to any breach of this Agreement prior to termination. The provisions relating to perpetual licenses, property rights and confidentiality shall survive any termination or expiration of this Agreement.
14.1.
Under this Agreement “Confidential Information” means any confidential or proprietary information and documentation of a Party or any of that Party’s affiliates, including but not limited to, products, processes, techniques, trade secrets, specifications, research and development plans, presentations and internal affairs.
14.2.
Each Party shall take all reasonable efforts to protect Confidential Information received from the other Party. Such efforts may not be of a lesser standard than the standard of care such Party uses in the protection of its own Confidential Information. No Party may use Confidential Information of the other Party for any purposes other than in connection with the performance of this Agreement and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purposes. In the event of the expiration or termination of this Agreement for any reason, all Confidential Information of a Party disclosed to and all copies thereof made by the other Party shall be returned to the disclosing party or, at the disclosing party’s option, erased or destroyed. The obligations in this clause shall not restrict any disclosure by a Party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing Party shall give prompt notice to the non-disclosing Party of such order).
14.3.
For the avoidance of doubt, and notwithstanding this Section 14, the Parties shall have the right to communicate the existence of the Agreement for promotional purposes pursuant to this Agreement.
Neither Party will be held responsible for any delay or failure in performance, except the obligation to make any payments, of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed Party’s reasonable control, including but not limited to, fire, flood, earthquake, explosion or other casualty or accident (“Force Majeure”), the Party delayed or unable to perform shall give prompt notice to the other Party. If the Force Majeure condition continues beyond sixty (60) days after its occurrence, the other Party may by written notice to the Party delayed or unable to perform terminate this Agreement.
16.1.
Entire agreement
This Agreement, together with any attachments referred to herein, constitutes the entire Agreement between the Parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter.
16.2.
Assignment
16.2.1.
Developer may not assign this Agreement or any right or obligation of this Agreement, by operation of law or otherwise without prior written consent of Pley.
16.2.2.
Pley shall be entitled to assign this Agreement or any of its rights under it to a legal entity controlled by, or under common control with Pley without the Developer’s prior written consent or authority.
16.3.
Subcontractors
Pley may use subcontractors for the performance of Pley Platform and its obligations under this Agreement, and Distributor hereby accepts such use of subcontractors.
16.4.
Amendments; Changes to the Service
16.4.1.
Pley may at its sole discretion change this Agreement, as well as its Privacy Policy, from time to time. Pley will provide Developer with a reasonable notice prior to any such material changes taking effect. Distributor’s continued use of Pley Platform and Pley Platform Software after an amendment of this Agreement shall constitute an agreement by you to be bound by such amendment. The latest version of this Agreement will be made available on Pley Platform, and Pley therefore advice the Developer to continuously visit Pley Platform for any changes. A copy of this Agreement and the Privacy Policy will be sent to Distributor upon its request.
16.4.2.
Pley may, at its sole discretion and at any time, alter, modify, correct, amend, and make all other changes to the Service, as well as to remove access to or terminate the Service, without prior notice or any liability to Developer.
16.5.
Severability
A determination that any provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability of any other provisions hereof, which in any event shall remain in full force and effect.
16.6.
Communication
Pley will communicate with Developer and other parties involved in Pley Platform in various ways (both online and offline). Our communication methods include, but are not limited to, communication via the internet, by e-mail, via Pley Platform (in the Developer Account) and other digital tools as available from time to time. While these are effective means of communication, they contain security and confidentiality risks and we do not accept any responsibility or liability for any loss or damage suffered as a result thereof.
17.1.
This Agreement and all issues in connection with them or the use of our Service shall be governed by and construed in accordance with the substantive laws of Sweden, without respect to conflict of law principles.
17.2.
Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, or regarding the Service, shall be finally settled by arbitration in accordance with the Rules of Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. Unless otherwise agreed between us, the language to be used in the arbirtal proceedings shall be Swedish and the award shall be confidential.
| Term | Definition |
|---|---|
| Agreement | has the meaning as set forth in Section 1.1. |
| Build | means any (i) versions of the Game(s) created for specific languages or jurisdictions, (ii) new releases, new versions, updates, corrections, bug fixes and enhancements of the Game(s), and (iii) demonstration versions of the Game(s). |
| Confidential Information | has the meaning as set forth in Section 14.1. |
| Developer | has the meaning as set forth in Section 1.1. |
| Developer Account | means the personal developer account on Pley Platform, to which the developer may receive login details by Pley (provided that the Developer’s application on Pley Platform is approved by Pley) and via which the Developer will receive access to and use the Game Manager. |
| End User | means a physical person, who has agreed to Pley’s Platform User Terms and is using and licensing video games, as owned and developed by third party developers, via Pley Platform. |
| Force Majeure | has the meaning as set forth in Section 15. |
| Game(s) | means the Developer’s video game(s), including any related online content, features or software specific to such video game(s) that is uploaded to the Game Manager by the Developer via its Developer Account. |
| Game Manager | means the game manager tool on the Pley Platform to which the Developer (if its application on Pley Platform is approved by Pley) may get access and be able to upload Builds and, subject however to a separately entered distribution agreement between the Parties, submit game release requests to Pley and potentially distribute the Game(s) via Pley Platform. |
| Liabilities | has the meaning as set forth in Section 11.1. |
| License | has the meaning as set forth in Section 4.1. |
| Party/Parties | has the meaning as set forth in Section 1.4. |
| Service | has the meaning as set forth in Section 1.1 above. |
| Term | means the term of the Agreement, as set forth in Section 13.2. |
| Pley | means the Party in Section 1.1 above. |
| Pley Intellectual Property | has the meaning as set forth in Section 7.2 above. |
| Pley Marks | means the trademarks, trade names, logotypes, and/or brand identifiers of Pley and/or Pley Platform as made available to the Developer for its use thereof in accordance with this Agreement. |
| Pley Platform | means the proprietary software infrastructure including any and all Intellectual Property Rights, documentation, websites, Developer accounts or other materials owned, developed and/or made available by Pley, through which Pley distributes Game, developed by third parties. |
| Pley Platform Software | means any Software related to Pley Platform provided by Pley that is made available to Developer for its use pursuant to this Agreement. |