License Agreement with Developers to Use Yandex Games Platform
This License Agreement (“Agreement”) is a legally binding agreement between any person or company downloading Game(s) to Yandex Games Platform (“You” or “Developer”), and YANDEX LLC, a legal entity registered under laws of the Russian Federation (Tax Identification Number 1027700229193) located at: 16 Leo Tolstoy St., 119021, Moscow (“Yandex” ), being the owner of the exclusive rights to Yandex Games Platform.
In addition to the Agreement, the following documents shall apply to the relationships between Yandex and Developer with respect to downloading the Games to Yandex Games Platform: a) User Agreement for Yandex Services available at any time at https://yandex.com/legal/rules; b) Privacy Policy available at any time at https://yandex.com/legal/confidential.
DEFINITIONS
“Affiliates” shall mean any person or entity, which directly or indirectly controls, is controlled by or is under common control with, a Party; where “controls”, “controlled” or “control” means power to direct or cause the direction of the management or policies of an entity whether through the ownership of securities, by contract or otherwise, including but not limited to ownership of or control over more than 50% (fifty percent) of the voting power in a legal entity.
“Device” means any End User’s device that can access Yandex Games Platform and/or on which Game may be installed and/or performed.
“End User” shall mean any individual user who accesses Game for customary personal use purposes (and not for redistribution).
“Games” shall mean any and all html5 offline games downloaded by Developer to Yandex Games Platform.
“Party” shall mean any party of this Agreement: Developer or Yandex.
“Yandex Games Platform” shall mean Yandex’s platform, which is owned and operated by Yandex and to which Games are downloaded.
1. LICENCE
1.1. You hereby grant Yandex a non-exclusive, sublicensable, royalty-free, worldwide right and license to use Your Game for the purposes of this Agreement, such as to reproduce, copy, distribute by electronic means, publicly perform and/or display, modify Game and communicate Game to the public, pursuant to the terms and conditions of the Agreement. This license survives even if You stop using the Yandex Games Platform. You shall be responsible for obtaining all necessary rights from all rights holders to grant this license.
1.2. You are and shall remain the owner of all right, title and interest in and to Your Game, including all intellectual property rights therein such as, without limitation, copyrights, patents, trademarks and trade secrets. Nothing in this Agreement shall be construed to transfer ownership of any of these rights.
1.3. You hereby grant Yandex a non-exclusive, worldwide and royalty-free right and license to use Your trademarks, trade names, service marks, logos and/or other identifying or distinctive marks, as well as images identifying Your Game (icons, etc.), by placing, copying, reproducing publicly displaying and communicating them to the public on the Internet and/or End Users’ Devices, for the purposes of identifying You as the Game’s right holder.
1.4. Nothing in this Agreement grants You a right to use any of Yandex’s trademarks, trade names, service marks, logos or other identifying or distinctive marks of Yandex.
1.5. End User License Agreement. You shall enclose in Your Game an End User License Agreement in Games which covers the terms and conditions of the license granted by You to the End User and governs the use of Your Game by the End User. Where there is no such End User License Agreement enclosed in Your Game, You hereby agree that each End User who downloaded your Game via Yandex Games Platform is automatically granted by You a non-exclusive, non-transferable, worldwide right and license to use Your Game on the End User’s Device, such license being perpetual, unless Your Game is distributed to End Users with limited availability on a trial basis, in which case such license is limited to the trial period only. Under this license, You shall be solely responsible for maintenance and support services, any warranty or product claim in relation to Your Game, any third party intellectual property right infringement claim, as well as for compliance with all applicable laws. In any case, the End User License Agreement shall be made between You and End User only, Yandex in no case being a party to any End User License Agreement.
1.6. Advertising Restrictions. You have the right to place Yandex’s advertisement or advertising code into Games in accordance with a separate agreement concluded between You and Yandex. You undertake to ensure that except Yandex’s advertisement no advertisement or advertising code would be placed in, displayed within or incorporated into Games and/or any associated materials by any technical means. Yandex reserves the right to remove Your Game from Yandex Games Platform and/or terminate this Agreement, in case Yandex becomes aware of Your breach of this Section 1.6.
2. YANDEX GAMES PLATFORM
2.1. Your Game will be placed on Yandex Games Platform, if You have a valid account or send Game to the following e-mail address: games-partners@yandex-team.ru.
2.2. Yandex login shall be used in order to enter Game. You shall implement Yandex login into Game using Yandex’s official API for login.
2.3. You must provide Games to Yandex together with the following information: the title of Game, a full description of Game, a short description of Game (which may be generated by Yandex if not provided), instructions, a thumbnail for the catalogue (which may be generated by Yandex if not provided), images (screenshots), the platform details and other technical requirements, the version (if applicable), the category, the terms of distribution of Game (e.g. whether the Game is provided with a trial period) and , keywords, Game classification information (e.g. not recommended for End Users of certain age or other criteria), the status of Game (active/non-active), serial numbers (if the serial number generation form is not chosen), builds and their description (title, version, platform, device, language, file formats, compatibility), etc.
2.4. You shall be solely responsible for ensuring and You hereby represent and warrant that the information You provide to Yandex and to End Users is true, accurate and valid and that Your Game is safe, free of defects in design and operation, and that it complies with any and all applicable laws and regulations.
2.5. Restricted Games. You may not submit any Games or associated material for placing them on Yandex Games platform that violates any of Yandex’s policies, or that:
2.5.1. in any way disrupt, disable, damage or access in an unauthorized manner any Device, software or network or personal data of any End User, Yandex, Yandex’s partner or any other third party, including but not limited to, Games transmitting viruses, worms, malware, spyware;
2.5.2. contain or link to any illegal content, any child pornography, obscenity, nudity, sexual activity, extremist, hatred, violent, discriminatory, defamatory or any other material the distribution of which is prohibited or restricted under applicable laws;
2.5.3. process in an unauthorized manner private and confidential information of individuals;
2.5.4. infringe, or link to any site that infringes any intellectual property rights, including copyright, trademark, patent, know-how or any other proprietary rights of others;
2.5.5. facilitate online gambling, including but not limited to, online casinos, sports betting and lotteries;
2.5.6. mimic functionality or warnings from an End User’s operating system or other applications;
2.5.7. allow, facilitate, promote, endorse or otherwise enable making or processing payments by the End User from within such Game via any tool or method other than the ones offered and supplied by Yandex.
2.6. You shall submit Your Game, materials and information to Yandex in a format and using the delivery methods and tools as prescribed by Yandex.
2.7. If Your Content includes any software licensed under an Open Source Initiative Approved License, it must not cause any Yandex software to become subject to the terms of any such license, which You hereby represent and warrant.
2.8. Game ratings will be used on Yandex Games Platform; End Users who download Your Game will be allowed to rate it. If Your Game has not received any rating from End Users, Yandex shall be entitled to rate it at its sole discretion based on its quality and history.
2.9. You shall be solely responsible for any classification, categorization or characterization of Your Game (including, but not limited to, as a sensitive or age-restricted content or Game) as may be required under any applicable law. In no case shall Yandex be liable for any classification, categorization or characterization of Your Game made by You; provided, however, that Yandex may re-classify, re-categorize or re-characterize Game at its sole discretion.
2.10. You shall not charge End Users any fees for or within Your Games that You provide End Users via Yandex Games Platform.
3. MAINTENANCE AND SUPPORT
3.1. Any maintenance and support service in relation to Your Game is Your responsibility. You shall be solely responsible for Your Game, quality and performance of Your Game, correctness and sufficiency of the information You provide to End Users, for any express or implied product warranty, support, maintenance or other obligations related to Your Game, for communicating with End Users regarding Your Game and for addressing any End User complaints and claims about Your Game.
3.2. You agree to provide End Users with support by email or phone, state Your name, address, support email address or phone number at an appropriate place within Your Game, and respond to End User related issues pertaining to Your Game within five (5) business days.
3.3. Where You become aware of any serious default in Your Game, You shall immediately inform Yandex about such a default.
3.4. Yandex has no obligation to provide any maintenance and support to End Users in relation to Game. Yandex may (but is not obliged to) address any complaint of an End User.
4. GAME REMOVAL
4.1. Game Removal by You
4.1.1. You may request to remove Your Game from Yandex Games Platform at any time, provided that the removal of Your Game shall not:
a) affect the license rights of End Users who have previously licensed Your Game; or
b) lead to removal of Your Game from any part of Yandex Games Platform where previously licensed Your Game is stored on behalf of End Users; or
c) change Your obligation to deliver or support Your Game or services that have been previously licensed or purchased by End Users.
4.1.2. Notwithstanding the foregoing, in no event will Yandex maintain anywhere in Yandex Games Platform any of Your Games, if You have removed such Your Game from Yandex Games Platform, and if either (a) You have provided written notice thereof to Yandex or (b) Yandex otherwise becomes aware that such removal was due to any actual or alleged violation of Section 2.5 of this Agreement.
4.2. Game Removal by Yandex
4.2.1. Yandex may block or remove Your Game from Yandex Games Platform, if Yandex is notified by You or otherwise becomes aware or determines at its sole discretion that Your Game or any portion thereof or any related materials:
a) are in violation of this Agreement; or
b) violates Yandex's policies or policies of Yandex’s Affiliates, as adopted and amended from time to time by Yandex and its respective Affiliate;
c) has a serious default, or is of low quality;
d) may create liability for Yandex and/or any of Yandex’s Affiliates.
4.2.2. Yandex reserves the right, at its sole discretion, to suspend and/or remove Your Game or any associated material from Yandex Games Platform.
5. REPRESENTATIONS AND WARRANTIES
5.1. Your representations and warranties. You hereby represent and warrant that:
5.1.1. You have the full power, legal right and authority to enter into this Agreement and perform the obligations thereunder;
5.1.2. if You are agreeing to be bound by this Agreement on behalf of Your employer or other person or entity You represent, You have full legal authority to enter into this Agreement on behalf of such an employer or a person or an entity;
5.1.3. the information You provide to Yandex under this Agreement is true and accurate;
5.1.4. Your Game as submitted and as subsequently updated or upgraded complies with Section 2.5 of this Agreement; and
5.1.5. You have all intellectual property rights and permissions in relation to Your Game allowing You to submit Your Game (including the third-party materials in Your Game, if any) under the terms and conditions of this Agreement.
5.2. Except for the express representations and warranties set forth in this Agreement, neither You nor Yandex make any other representations or warranties. Each Party expressly disclaims all other representations or warranties, express or implied.
6. INDEMNIFICATION
6.1. You hereby agree to indemnify, defend and hold harmless Yandex, its directors, officers and employees from and against all claims, demands, actions, proceedings, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in relation to or accruing from:
6.1.1. any actual or alleged breach of Your obligations, representations and/or warranties under this Agreement;
6.1.2. Your actions or Your Game actually or allegedly infringing the intellectual property rights of any third party;
6.1.3. Your actions or Your Game actually or allegedly violating the personal information or privacy rights of any person;
6.1.4. Your actions or Your Game actually or allegedly violating any applicable data protection, or consumer protection or unfair competition law;
6.1.5. Your actual or alleged breach of any warranty, representation or other obligation (including, but not limited to, any support and maintenance obligation) to End Users.
7. LIABILITY
7.1. You are and shall be solely liable for any and all claims, demands, actions, proceedings, liabilities, damages, losses, costs and expenses involving or relating to Your Game, including violation of any third party rights or contract, any applicable law or regulation.
7.2. Limitation of liability. Except for breaches of Section 2.5 of this Agreement, in no event shall either Party be liable to the other for any indirect, special or consequential damages (including, among other, loss of profits) in connection with or arising out of this Agreement. In no event shall Yandex’s total cumulative liability for all claims arising out of or related to this Agreement exceed 100,000 (one hundred thousand) Russian rubles.
7.3. Yandex shall not be responsible for any delay in performance or non-performance of any of its obligations under this Agreement, which are caused by force majeure events, a war, a civil unrest, a court judgement, legal acts or regulations, natural disasters, an absence or an unstable supply of electrical power or other utilities, or any other reason out of Yandex’s control.
8. TERM AND TERMINATION
8.1. This Agreement shall become effective on the date of Your online or email acceptance, and shall be valid until terminated as provided in this Section 8.
8.2. You may terminate this Agreement in whole or in part by demanding to remove, respectively, all or part of Your Game from Yandex Games Platform. Yandex may terminate this Agreement in whole or in part by removing, respectively, all or a part of Your Game from Yandex Games Platform.
8.3. Rights and Duties Upon Termination. In the event of termination of this Agreement, You shall be responsible for continued support of Your Game licensed to End Users.
8.4. You acknowledge and agree that the termination of this Agreement does not terminate the rights or licenses of any End User to continue to use Your Game, if Your Game was licensed by the End User prior to the effective date of termination.
9. GENERAL PROVISIONS
9.1. This Agreement may be amended by Yandex unilaterally without any prior notice to Developer. The current version of this Agreement shall be available at any time at https://yandex.com/legal/yandexgames. Any amendments of this Agreement shall come into effect from the date of their publication at the address specified above, unless otherwise specified in the respective published version of the Agreement.
9.2. The Agreement shall be governed and construed in accordance with the laws of the Russian Federation, without regard to its conflict of laws provisions. In the event of a dispute arising out of or relating to this Agreement, the Parties shall first seek settlement of that dispute by negotiation. Any dispute, controversy or claim, arising out of or in relation to this Agreement, shall be finally settled by the Moscow Arbitration Court, and the parties hereby agree to and waive any objections against the exclusive jurisdiction and authority of the Moscow Arbitration Court.
9.3. This document constitutes a translation of the Agreement into English. The Parties hereto have expressly agreed that this Agreement and any related documents shall be executed and construed in the Russian language. In the event of any conflict between the Russian version of this Agreement (or any notices) and a translation, the Russian version will prevail.
BY CREATING A YANDEX GAMES PLATFORM ACCOUNT, SUBMITTING YOUR ELECTRONIC ACCEPTANCE OF THIS AGREEMENT BY CLICKING ON “ACCEPT” OR OTHER BUTTONS PROMPTING YOU TO ACCEPT THIS AGREEMENT ON THE RELEVANT REGISTRATION PAGE OF YANDEX GAMES PLATFORM, SUBMITTING ANY OF YOUR GAME AND/OR REPLYING “I AGREE” TO THE EMAIL WITH THIS AGREEMENT, YOU: (I) REPRESENT AND WARRANT THAT THE INFORMATION PROVIDED BY YOU IS TRUE AND ACCURATE; YOU HAVE THE FULL LEGAL CAPACITY NECESSARY TO ENTER INTO THIS AGREEMENT UNDER ANY LAW THAT MAY BE APPLICABLE TO YOU, AND THAT YOU ARE, IN ANY CASE, AT LEAST EIGHTEEN (18) YEARS OLD; YOU ARE EITHER THE GAME OWNER OR AN AUTHORIZED OR LEGAL REPRESENTATIVE OF THE GAME OWNER, AND HAVE THE POWER AND AUTHORITY TO BIND THE GAME OWNER TO THIS AGREEMENT AND ENTER INTO THIS AGREEMENT ON ITS BEHALF; AND (II) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AND/OR HAVE CAUSED THE GAME OWNER TO DO SO.
YANDEX LLC
Address: 16 Leo Tolstoy St., 119021, Moscow, Russia
Phone: +7 495 739-70-00, fax: +7 495 739-70-70
E-mail: games-partners@yandex-team.ru
Previous version of the document: https://yandex.com/legal/yandexgames/23102018