Yandex.Games Developer License Agreement
This license agreement ("Agreement") is made between any individual, legal entity or an individual entrepreneur uploading or otherwise placing any Game to/on the Yandex Games Platform ("You" or "Developer"), and Intertech Services AG, with its registered address at Werftestrasse 4, 6005 Luzern, Switzerland ("Company").
TERMS AND DEFINITIONS
"API" means a set of procedures and functions of the Yandex Games Platform on which Games are to be placed providing for its embedding in a Game so as to ensure its compatibility with the capabilities of the Yandex Games Platform and such Game's connection to the Authorization System and the Payment Registration System.
"Affiliate" means any legal entity or individual directly or indirectly controlled by, or controlling, or under common control with, a Party, where 'control' means the ability to directly or indirectly influence the decisions taken by such legal entity or individual, including through participation in its share (charter) capital, by contract or otherwise, including through the ownership of more than 50% of voting shares/participation interests in its share (charter) capital.
"Revenue" means the total amount of Payments received from Users in the Reporting Period, less any applicable taxes, acquiring fees, app store fees and Fraudulent Payments.
"Game(s)" means software application(s) (including all updates and upgrades and Game Materials) to be uploaded by the Developer on the Yandex Games Platform in order to execute and perform this Agreement, the Developer shall either be the Copyright Holder of the Game or shall have been granted all required authorizations and rights in respect of the Game.
"Game Account" means a record to be created by the User on the Game Server containing data on the Game usage by the User as required to play such Game.
"Game Materials" means any and all artistic elements of the Games submitted by the Developer, including, without limitation, any and all images, 3D models, 3D files, textures, level plans (map/arena/ring images), animated files, maps, sketches, pictures, design documents, and image, text, video and audio files that are part of the Game or that use its core elements, including sounds, voice records and effects, and music.
"Fraudulent Payments" means any payments made in violation of laws of the Russian Federation, and also any cancelled, erroneous and/or reclaimed payments.
"Non-activated data and commands" means in-game virtual values including in-game currency which provide the User with game advantages and additional features provided by the Game scenario.
"Reporting Period" means a calendar month.
"Partner Interface" means an interface for interaction between the Developer and Company where the Developer can fill in a questionnaire specifying its details, select a payment currency and perform other actions as provided by the interface functionality.
"Payment" means the amount of portal currency debited from the User's portal account for granting him the rights to use non-activated data and commands in order for the User to receive gaming advantages and additional features provided for by the Game scenario.
"Payment System" means credit institutions and/or mobile communications operators and other legal entities involved in the acceptance and transmission of Payments under agreements entered into with Company.
"Yandex Games Platform" means the platform operated by Company and or its Affiliate on which Games are displayed.
"User" means any individual user who gains access to the Game for his/her personal use (not for distribution).
"Portal Currency" means the virtual currency of the Yandex Games Platform, intended exclusively for use on the Yandex Games Platform in order to obtain rights to use non-activated data and commands.
"User's Portal Account" means a virtual account of the User on Yandex Games Platform on which the portal currency purchased by the User and / or credited by Company and/or its Affiliate in accordance with the terms of the License Agreement with Users of the Yandex Games Platform is displayed.
"Copyright Holder" means the owner of the exclusive rights to the Game.
"Game Servers" means a suite of hardware and software tools required to maintain the Game in working order and allowing the User to play the Game. The Game Servers shall be owned either by the Developer or the Copyright Holder.
"Authorization System" means a suite of hardware and software of Company and/or its Affiliate allowing the User to access the Game Servers and the Game Account.
"Payment Registration System" means a suite of hardware and software tools of the Payment Systems allowing Company to keep track of incoming payments made by Users through the Payment Systems.
"Party" means any of the Parties hereto: the Developer or Company.
"Device" means any device of the User capable of accessing the Yandex Games Platform and/or on which a Game can be installed and/or played.
1.1. You hereby grant to Company a nonexclusive, worldwide, and royalty-bearing license to use Your Game during the term hereof, including to reproduce (including on the Game Servers), copy, distribute (offer and grant a license to Users to play the Game and the right to accept Payments), publicly display, publicly perform, modify and make the Game available to the general public, and also to advertise, promote and sublicense the Game on the terms provided for herein. You shall be solely responsible for the obtaining of all necessary rights from all copyright holders to grant this license.
1.2. You shall be and remain the holder of all rights and interests in respect of Your Game, including, but not limited to, all intellectual property rights pertaining thereto, such as copyrights, patents, and rights in trademarks and trade secrets. Nothing in this Agreement shall operate to transfer any of the aforementioned rights.
1.3. You hereby grant to Company a nonexclusive, worldwide, and royalty-free license with the right to sublicense to use Your trademarks, trade names, service marks, logos and/or other identification or distinctive marks, and also images identifying Your Game (icons, etc.) as well as Your Game’s characters within the term hereof by way of their placement, copying, reproduction, public display, creating derivative works, making available to the general public on the Internet and on User Devices in order to identify you as the copyright holder of the Game and in advertising and promotion materials relating to the Game Platform (on online and offline sites).
1.4. Nothing in this Agreement shall operate to authorize you to use any trademarks, trade names, service marks, logos or other identification or distinctive marks of Company.
1.5. Advertising restrictions. You may place Company and/or its Affiliate advertisements or promo codes in Games on the basis of a separate agreement to be executed with Company and/or its Affiliate. You represent that no advertisements or promo codes, other than those of Company and/or its Affiliate, will be placed, displayed or included in any Games and/or any materials associated therewith by any technical means. Company reserves the right to remove Your Game from the Yandex Games Platform and/or terminate this Agreement if Company becomes aware of your failure to comply with this Clause 1.5.
1.6. The Parties shall cooperate in order to connect the API to the Game and to connect the Authorization Systems and the Payment Registration Systems.
2. YANDEX GAMES PLATFORM
2.1. In order for the Game to be placed on the Yandex Games Platform, You shall have an active account and be registered with the game console at https://games.yandex.ru/console. Such account with the Yandex Games Platform will allow You to view and modify Your profile, information about Your Game and perform other actions provided by such account.
2.1.1. You shall provide valid information in your profile, including Your email address, corporate name, VAT and/or any other tax identifier, addresses, country, website, email address for orders, email address for user support and email address for emergency support (to be used by Company only), and any other information as may reasonably be required by Company (for example, phone and fax numbers, your contact person details, etc.).
2.1.2. You shall furnish to Company Your valid bank details to be used by Company to transmit to you the license fee for the right to use the Games.
2.2. The Game must be entered with the use of a Company’s login that You shall embed in the Game using Company's official API.
2.3. Your Game must be accompanied by the following information: its name, detailed description, brief description (which, if unavailable, can be generated by Company), instructions, directory shortcut (which, if unavailable, can be generated by Company), images (screenshots), platform data and other technical requirements, version (if any), category, terms of distribution, keywords, classification (for example, if not recommended for Users of certain ages and/or otherwise), status (active/inactive), serial numbers (if no serial number generation form is selected), build and a description thereof (name, version, platform, device, language, file formats, compatibility), etc. Your Game shall meet the requirements for the Game set out in the Developer's Guide, located at: https://yandex.ru/dev/games/doc/dg/concepts/requirements.html (hereinafter — Developer’s Guide)
2.4. You shall solely be liable for the accuracy, correctness and validity of the information that You Provide to Company and Users, and You hereby represent that such information is accurate, correct and valid and that Your Game is secure, has no design and functionality defects and complies with all applicable laws and requirements.
2.5. Company shall be entitled to unilaterally make changes to the name of the developer and the name of the Game in order to ensure their compliance with the requirements for the Game set out in the Developer's Guide, as well as to translate the information provided with the Game into other languages.
2.6. Prohibited Games. You may not seek to upload to the Yandex Games Platform any Games or any materials related thereto that are in breach of any policies of Company or that:
2.6.1. in any manner block, disable or damage any Device, software, network or personal data of any User or allow for unauthorized access to any Device, software, network or personal data of any User, Company, Company's affiliates, partners or any other third party, including, inter alia, any Game that transmits viruses, worms, malware or spyware;
2.6.2. contain any illegal content, child pornography, obscenities, nudity, sexual activity, extremist materials, any materials inciting hatred or violence, offensive, discriminatory or any other materials the distribution of which is prohibited or restricted in accordance with applicable law;
2.6.3. illegally process private and confidential information of individuals;
2.6.4. violate, or contain links to a website that violates, any intellectual property rights, including copyright, trademarks, patents, know-how or any other third-party intellectual property rights;
2.6.5. promote online gambling, including, inter alia, online casinos, sports betting and lottery services;
2.6.6. mimic the functionality or warnings of a User's operating system or other applications;
2.6.7. facilitate, promote, support or otherwise allow for the making or processing of payments by a User within the Game through the use of any tool or method other than those provided by Company;
2.6.8. are exact or slightly modified copies of games already placed on the Platform by you or other developers.
2.7. You must submit Your Game, materials and information in such format, by such means and with the use of such delivery tools as prescribed by Company.
2.8. If Your Game contains any software licensed as approved or recommended by the Open Source Initiative (an Open Source Initiative Approved License), You represent and warrant that any Company’s and/or its Affiliates’ software shall be excluded from the scope of such license operation.
2.9. The Yandex Games Platform will use Your Game ratings; Users who will download Your Game will be able to rate it. If Your Game receives no rating from Users, Company may rate it at its discretion on the basis of its quality and statistics.
2.10. You shall solely be liable for any classification, categorization or characterization of the Your Game (including, without limitation, for sensitive content or for any Games not recommended for Users of certain ages) in accordance with applicable law. In any event, Company shall not be liable for Your Game classification, categorization or feature; provided, however, that, notwithstanding the foregoing, Company may at its own discretion reclassify or recategorize the Game or assign any other characterization factor thereto.
2.11. When the User uses certain functions available on the Platform and in the Game interface, and subject to the User's consent to the transfer of data, Company has the right to provide You the name and image (avatar) of the User specified in the User account (hereinafter referred to as User Data) in order to maintain the functioning of your Game, generate User rating tables (leaderboards) and post reviews in the Game interface. Upon receipt of User Data, You assume responsibilities for processing User Data in accordance with the requirements of applicable legislation on personal data processing.
You are prohibited form processing of the received User Data for purposes other than those specified in this Agreement, including (but not limited to the specified restrictions) transfer of User Data to third parties on a reimbursable or gratuitous basis, use of User Data for the purpose of advertising.
If Company receives claims from Users, regulatory authorities, or third parties related to the illegal use of User Data, You shall settle the relevant claims, complaints, notifications on your own and at your own expense, if these consequences are not caused by Company's guilty actions, and also reimburse damages incurred by Company including but not limited to fines for violation of the procedure for collection, storage, processing, use or dissemination of personal data stipulated by the applicable legislation, legal costs, expenses for the provision of legal services, representative services, damage to business reputation, expenses related to the need to restore business reputation, if such damages are caused by your violation of the applicable legislation, including processing of User Data in violation of the purposes specified in this clause.
If the functionality of the Game involves the collection of personal data of Users, the Developer undertakes to independently ensure that there are legal grounds for their processing, including, in cases provided for by law, to obtain the necessary consents from Users in an appropriate form.
3. SUPPORT AND MAINTENANCE
3.1. You shall be liable for any support and maintenance services related to Your Game. Your shall solely be liable for Your Game, its quality and characteristics, the accuracy and completeness of the information that You provide to Users, for any express or implied product warranty, support, maintenance and other Game-related obligations, for communication with Users and for handling any User claims and requests in respect of Your Game.
3.2. You agree to provide email and telephone support to Users, specify Your name, address, email address or telephone number of the support services in a place within Your Game and respond to Users' questions related to the Game within Five (5) business days.
3.3. If You become aware of any serious defect in Your Game, You shall promptly advise Company thereof.
3.4. Company shall not be obliged to offer Users any support or maintenance services in respect of Your Game, provided that Company may (but shall not be obliged to) consider any User claim.
4. GAME REMOVAL
4.1. By You:
4.1.1. You may at any time demand that Your Game be removed from the Yandex Games Platform, provided that such removal shall not:
a) affect any license rights of the Users that already obtained a license to Your Game;
b) modify Your obligation to provide or support Your Game or services previously licensed or purchased by Users.
4.1.2. Notwithstanding the above, under no circumstances shall Company store Your Game, if You remove Your Game from the Yandex Games Platform and if: (a) You notified Company thereof in writing; or (b) Company otherwise becomes aware of such removal having been caused by any actual or threatened breach of Clause 2.6 hereof.
4.2. By Company
4.2.1. Company may block Your Game on or remove it from the Yandex Games Platform upon receipt of Your respective notice or if Company otherwise becomes aware or determines at its own discretion that Your Game or any part thereof or any materials related thereto:
a) violate this Agreement; or
b) are in breach of Company's policies or those of Company's Affiliates as adopted and amended from time to time by Company or its respective Affiliates;
c) have serious defects or poor quality;
d) may give rise to liability for Company and/or any of its Affiliates;
e) do not meet the requirements for the Game set out in the Developer's Guide.
4.2.2. Company reserves the right to, at its own discretion, suspend the placement of Your Game or any materials related thereto on and/or remove the same from the Yandex Games Platform.
5. REPRESENTATIONS AND WARRANTIES
5.1. Your representations and warranties. You represent and warrant that:
5.1.1. You have all powers, legal rights and competence to sign this Agreement and perform Your obligations hereunder;
5.1.2. if You agree to be bound by this Agreement on behalf of Your employer or any other person you represent, You have full legal authority to sign this Agreement on behalf of such employer or such other person;
5.1.3. the information that You provide to Company hereunder is true and accurate;
5.1.4. Your Game as is and subject to any subsequent updates complies with Clause 2.6 hereof;
5.1.5. The Developer is either the Copyright Holder of the Game or shall have been granted all the rights in respect of the Game and its components required to execute and perform this Agreement, including, without limitation, the source code of the Game and other objects necessary for the correct operation of the Game, and any other materials and results of intellectual activity included in the Game by or as instructed by the Developer, and has all rights and authorizations to grant to Company the license to use the Game as contemplated;
5.1.6. the use by Company of the Game as provided for herein does not infringe upon any third party rights.
5.2. Except as expressly provided for herein, neither You nor Company make any representations and warranties and each Party expressly disclaims any other representations and warranties, express or implied.
6. FEES AND PAYMENT
6.1. In consideration for the license to use the Game, Company shall pay to the Developer a license fee of Fifty percent (50%) of Revenue received by Company and its affiliates (excluding VAT, if any) in the Reporting Period.
6.2. Payments hereunder shall be made in the currency agreed and set out in the Partner Interface by wire transfer of funds pursuant to the bank details specified in the Partner Interface. If Revenue is received in Russian rubles, Company shall pay the license fee in the agreed currency as provided for above, at the exchange rate of such foreign currency against the Russian ruble set by the Central Bank of Russian Federation for the Report date.
6.3. Each Party shall be individually responsible for paying taxes levied on it under applicable laws. The license fee include all taxes applied in accordance with the legislation of the Developer’s jurisdiction and/ or levied on the Developer. The license fee shall be paid by Company in full without deduction of any taxes, fees or other payments in accordance with the laws applicable to Company.
6.4. Company shall submit regular unilateral electronic reports to the Developer in respect of calculation of the Developer's license fee for the respective Reporting Period ("Reports") starting from the first Reporting Period in which Company and/or its affiliates generated Revenue. Such Reports shall be emailed by Company within Seven (7) business days of the end of the respective Reporting Period. If the amount of license fee for a Reporting Period is less than the amounts set out in section 6.7, the Report for such Reporting Period is not provided. The amount of license fee for such Reporting Period will be included in the Report for the Reporting Period in which the amount of license fee will be higher than amounts set out in section 6.7.
Within Ten (10) business days of the Report date, the Developer shall review the same and, in case of disagreement therewith, may send (including by email) to Company its reasoned refusal to approve such Report. If no such written reasoned refusal is received by Company within the aforementioned period, the Report shall be deemed approved by the Parties and the Developer's license fee for such Reporting Period shall be deemed agreed. Such Report shall serve as ground for payment and Company will not accept any further claims based.
6.5. Company shall pay license fee for the respective Reporting Period to the Developer's bank account specified in the Partner Interface within Twenty (20) business days from the end of the Reporting Period, based on the Report for such Reporting Period.
6.6. The date of payment shall be the date on which funds are debited from Company's bank account.
6.7. If the fee amount for a given Reporting Period is less than USD/EUR 500 including any applicable taxes (if any), Company shall pay such fee to the Developer in the next Reporting Period in addition to the amount due for such given Reporting Period.
6.8. The Parties agree that if Company and its Affiliates receive no Revenue, the license to use the Game granted by the Developer to Company pursuant to Clause 1.1 shall be free.
7.1. You shall solely be liable for any claims, actions, suits, proceedings, liabilities, damages, losses, costs and expenses in connection with or relating to Your Game, including for breaches of any third-party rights, contracts or any applicable law.
7.2. Limitation of liability. In no event shall Company's total aggregate liability in respect of all claims arising out of or in connection with this Agreement exceed USD/EUR 1500 (for non-residents).
7.3. Company shall not be liable for failure to perform or timely perform its obligations hereunder, if such failure is caused by force majeure circumstances, wars, civil disturbance, court orders, laws and regulations, natural disasters, failure or fluctuations in electrical power or other utility services or any other reason beyond its control.
7.4. You hereby agree to defend, indemnify, and hold harmless Company, its directors, officers and employees from and against any claims, actions, suits, proceedings, liabilities, damages, losses, costs and expenses (including reasonable legal expenses) arising out of or accruing from:
7.4.1. any actual or threatened breach of Your obligations, representations and/or warranties hereunder;
7.4.2. Your Game or Your actions actually or allegedly infringing any third-party intellectual property rights;
7.4.3. Your Game or Your actions actually or allegedly infringing any third-party personal data or privacy rights;
7.4.4. Your Game or Your actions actually or allegedly violating any applicable data protection, consumer protection or competition laws;
7.4.5. Your actual or threatened breach of any representation, warranty or obligation to Users (including, without limitation, any support and maintenance obligations).
7.5. If the Developer fails to meet the representations and warranties given pursuant to Section 5 hereof, the Developer shall compensate Company for all financial losses incurred as a result of such failure.
7.6. The penalties provided for herein shall only apply if the affected Party delivers a letter of claim to the defaulting Party.
7.7. Payment of penalties shall not relieve the Parties of their obligations hereunder.
7.8. Liability of the Parties hereunder shall be limited to actual damages and no lost profit shall be reimbursed.
8. TERM AND TERMINATION
8.1. This Agreement shall come into effect on the date of Your online or email acceptance thereof and shall continue in force until its termination in accordance with this Section 8.
8.2. You may terminate this Agreement in part or in full by sending a request for removal of Your Game (in part or in full, respectively) from the Yandex Games Platform, or by sending a notification about termination via e-mail indicated in section 9.4. The agreement shall be terminated after the expiration of 45 (forty five) days period from the moment Company have received the notice.
8.3. Company may terminate may terminate this Agreement in part or in full by removing Your Game (in part or in full, respectively) from the Yandex Games Platform, or by sending a notification about termination via e-mail indicated in Developer's profile.
9.1. Company may at its own discretion amend this Agreement without prior notice to the Developer. This most recent version of this Agreement shall be available at any time at https://yandex.com/legal/yandexgames. Any amendment of this Agreement shall become effective on the date of their publication at the above address, unless otherwise provided for in the respective amended version.
9.2.. This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of law provisions. Any claim or action by either Party against the other Party in connection with or regarding this Agreement, including but not limited to its existence, validity, performance or termination, shall be brought before the competent courts located in Luzern, Switzerland. The Parties hereby submit to the personal and subject matter jurisdiction of, and waive any venue objections against the named venue
9.3. The Parties acknowledge that the rights and obligations assumed by Company hereunder may be assigned to Company's Affiliates and transferred by universal legal succession without prior notice to the Developer.
BY CREATING A GAMES ACCOUNT, PROVIDING YOUR ELECTRONIC CONSENT TO THIS AGREEMENT BY CLICKING ON THE 'ACCEPT' BUTTON OR OTHER BUTTONS PROMPTING YOU TO ACCEPT THIS AGREEMENT ON THE RESPECTIVE REGISTRATION PAGE OF THE YANDEX GAMES PLATFORM, AND BY SUBMITTING YOUR GAME AND/OR REPLYING 'I AGREE' TO AN EMAIL CONTAINING THIS AGREEMENT, YOU: (I) REPRESENT AND WARRANT THAT THE INFORMATION PROVIDED BY YOU IS TRUE AND ACCURATE; HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT UNDER ANY LAW THAT MAY BE APPLICABLE TO YOU; ARE IN ANY EVENT AT LEAST EIGHTEEN (18) YEARS OF AGE; ARE THE GAME OWNER OR AN AUTHORIZED OR LEGAL REPRESENTATIVE THEREOF AND HAVE THE POWER AND AUTHORITY TO BIND THE GAME OWNER TO THE OBLIGATIONS HEREUNDER AND ARE AUTHORIZED TO EXECUTE THIS AGREEMENT ON ITS BEHALF; AND (II) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND, AND/OR TO CAUSE THE GAME OWNER TO BE BOUND, BY ITS TERMS AND CONDITIONS.
Intertech Services AG
Address: Werftestrasse 4, 6005 Luzern, Switzerland
Date of publication: 08.08.2022
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