Terms of Service for Business Partners
This agreement (the "Agreement") is entered into by and between you ("you") and Altigi GmbH / Goodgame Studios ("Goodgame Studios") regarding your use of all aspects of Goodgame Studios services. By using the Goodgame Studios Games Service, you consent to be bound by these terms and conditions.
|Goodgame Studios (“Goodgame Studios”) has developed www.goodgamestudios.com (the “Website”) and the Goodgame Studios Games service as a computer online service that provides online game-related services to users who publish and develop games (collectively, the “Goodgame Studios Games Service”). The Service is accessible to you through a personal computer, or other access device, via the Website using a communications connection (e.g., modem and telephone line) using the software made available to you thorough Goodgame Studios Games (“Goodgame Studios Games Software”) and the guidelines provided on the Website (the “Software Guidelines”). Goodgame Studios reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Goodgame Studios shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.|
|2||Modifications to this Agreement|
|GOODGAME STUDIOS RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THIS AGREEMENT AT ANY TIME BY POSTING A NOTICE ON THE WEBSITE, OR BY SENDING YOU A NOTICE VIA EMAIL. You shall be responsible for reviewing and becoming familiar with any such modifications, which shall be effective when posted on the Website or when notice is sent to you. Your use of the Service after posting or notice constitutes your acceptance of the terms and conditions of this Agreement as modified. This Agreement, together with any other legal notices published by Goodgame Studios on the Website shall constitute the entire Agreement between you and Goodgame Studios concerning the Service.|
|By using the Service, you represent and warrant that:
|4.1 Subject to your compliance on a continuing basis with all of the terms and conditions of this Agreement, Goodgame Studios hereby grants you permission to use the Service only as set forth in this Agreement, and provided that:|
|4.2 Account, Password and Security. You will receive a password and account designation upon completing the Service’s registration process. You may never use another's account, username or password without permission. When creating your account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Goodgame Studios of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Goodgame Studios shall not be liable for any loss or damage arising from your failure to comply with this Section or any use of your password or account whether authorized by you or not. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Goodgame Studios immediately of any breach of security or unauthorized use of your account. While you may be required to expressly accept or reject these Terms of Service when you register; you agree that any requirement that you do so does not in any way vitiate your assent to comply with the Terms of Service. Although Goodgame Studios will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Goodgame Studios or others due to such unauthorized use.|
|4.3 Links and Frames. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Your use of other sites or resources are governed by terms on or related to such sites or resources. Use of such sites or resources is at your own risk. Because Goodgame Studios has no control over such sites and resources, you acknowledge and agree that Goodgame Studios is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Goodgame Studios shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.|
|5||Intellectual Property Rights|
|5.1 Content. The content on the Website and available through the Service, including without limitation, the games, text, software, scripts, graphics, files, images, photos, sounds, music, videos, advertisements, interactive features and the like (collectively "Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Goodgame Studios, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Goodgame Studios reserves all rights not expressly granted in and to the Service and the Content. You agree to not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any other purposes whatsoever any Content, including, but not limited to, image, audio, and visual content, Marks, third party User Content, or other proprietary rights not owned by you in violation of this agreement. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.|
|5.2 Goodgame Studios Games Software and Content. The Goodgame Studios Games Software is owned by or licensed to Goodgame Studios. Goodgame Studios grants you a limited, revocable, non-exclusive, license to redistribute the Goodgame Studios Games Software and Content available on the Open Feed solely in conjunction with the Service consistent with this Agreement and the Guidelines. You may not sublicense, modify, resell, redistribute, reverse engineer or otherwise manipulate the Goodgame Studios Games Software or Service. Except as expressly provided for in this Section, you are not granted any other rights, title or interest in the Goodgame Studios Games Software or Service. You shall not copy any Goodgame Studios Games Software or Content except as set forth herein. Any copy of the Content, Goodgame Studios Games Software or Service that you make must contain the same copyright and other proprietary notices that appear on or in the Goodgame Studios Games Software or Service. If you are a copyright owner or an agent thereof and believe that Content infringes upon your copyrights, you may submit a notification.|
|6.1 This Agreement shall remain in full force and effect while you use the Service. You may terminate your use of the Service at any time by following the instructions on the Website. You agree that Goodgame Studios, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any User Submissions within the Service, for any reason or no reason, including, without limitation, for lack of use or if Goodgame Studios believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Goodgame Studios may also in its sole discretion, for any reason or no reason and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Goodgame Studios may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Goodgame Studios shall not be liable to you or any third-party for any termination of your access to the Service.|
|7||Goodgame Studios Games Publisher Program|
|7.1 Overview. Goodgame Studios provides an optional program (the “Goodgame Studios Games Publisher Program”) by which publishers, included but not limited to those who own websites, downloadable applications, and internet tools used to distribute content, can download a feed of the Goodgame Studios Games Games that they may publish, feature, distribute, or display on their site or within their products.|
|7.2 Participation. Participation is subject to approval from Goodgame Studios and/or its Ad Partners. Goodgame Studios reserves the right to deny participation to or revoke its prior approval of any user in its sole discretion.|
|7.3 Prohibited Uses. You shall include the Goodgame Studios games only as described within the Goodgame Studios publisher backend. You shall not yourself, nor authorize or enable any third party to, (i) directly or indirectly generate queries, impressions on any game(s) or revenue on the Goodgame Studios payment portal through any manual, automated, or otherwise fraudulent means, including but not limited to repeated clicks, the use of robots or other automated query tools, (ii) edit or modify the information contained in any game, including but not limited to the presentation or the URL or URL mapping that may exist inside the game(s), or (iii) run the game(s) through any additional service that rewrites the URLs contained in the game. You agree that any violation of (or attempt to violate) the foregoing is a material breach of this Agreement and that Goodgame Studios may suspend your account and pursue legal remedies against you. A breach of this Agreement will result in your forfeiture of any payment due.|
|7.4 Termination. You may terminate participation in the Goodgame Studios Games Publisher Program at any time by following the instructions to terminate your account presented to you at the goodgamestudios.com website. Upon your termination of the Goodgame Studios Games Publisher Program, you may in certain cases be prohibited from re-enrolling in the Goodgame Studios Games Publisher Program for a period of time based on agreements with Advertising Partners or Developers. Goodgame Studios, in its sole discretion, may terminate your participation in some or all of the Goodgame Studios Games Publisher Program or the Goodgame Studios Games Advertising Program at any time for any reason with or without notice.|
|7.5 No Guarantee. Goodgame Studios makes no guarantee as to the level of impressions, clicks, registered users or generated revenue on any game, or the amount of any payment to be made to you under this Agreement. Goodgame Studios makes no guarantee as to click-thru performance or eCPM in Flash games, including but not limited to all current and future versions of Flash as compared to numbers derived from HTML page content.|
|7.6 Payment. In connection with the Goodgame Studios Games Program, Goodgame Studios sells
microitems (“Microitems”) such as ingame currency (and more) that generate revenue on the basis of
the number of valid revenue-generating transactions displayed and confirmed in the Goodgame Studios
Game(s) as determined by Goodgame Studios and its Partners.
You shall receive a payment related to the revenue through valid completions of Buying Microitems Events initiated through Your Property(ies), and/or other events performed in connection with the registered users of the games through Your Property(ies), in each case as determined by Goodgame Studios for its participants in the Program. In response to the amount of generated revenue in the Goodgame Studios Game(s), Goodgame Studios reserves variable percentages it receives for payments to participants in the Goodgame Studios Games Publisher Program net of all payment defaults, chargebacks, bad debt, sales commissions, discounts, refunds, and processing fees that Goodgame Studios may incur in operating the Goodgame Studios Games Publisher Program (the “User Revenue Share”). Goodgame Studio may change its pricing and/or payment structure at any time and change the User Revenue Share at any time. Goodgame Studios shall be authorized at any time to chargeback any fee paid to you in the event an Partner assesses a chargeback against Goodgame Studios.
Goodgame Studios shall not be liable for any payment based on: (a) any amounts which result from invalid microitem transactions, charged back transactions, invalid queries, invalid Referral Events, invalid clicks or invalid impressions generating revenue by any person, bot, automated program or similar device, as reasonably determined by Goodgame Studios; or (b) generated revenue as a result of any breach of this Agreement by You for any applicable pay period. Goodgame Studios reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending Goodgame Studios' reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an Goodgame Studio's Partner whose revenue is generated in connection with Your Property(ies) defaults on payment for such revenue to Goodgame Studios.
(a) Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent by Goodgame Studios within approximately forty-five (45) days after the end of each calendar month that revenue is generated by users who registered on Your Property if Your earned balance is $50 or more. In the event the Agreement is terminated, Goodgame Studios shall pay Your earned balance to You within approximately hundred-twenty (120) days after the end of the calendar month in which the Agreement is terminated by You (following Goodgame Studios' receipt of Your written request, including by email, to terminate the Agreement) or by Goodgame Studios. In no event, however, shall Goodgame Studios make payments for any earned balance less than $10. (b) User Revenue Share Payments will be made to you using PayPal, which requires that you give Goodgame Studios a valid email address, which will not be validated by any automated means. Any bank fees related to a contact or payment information error or omission may be deducted from the newly issued payment. (c) If You dispute any payment made under the Program, You must notify Goodgame Studio in writing within thirty (30) days of any such payment; failure to so notify Goodgame Studio shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Goodgame Studios. No other measurements or statistics of any kind shall be accepted by Goodgame Studio or have any effect under this Agreement. The statistics provided by the online publisher backend are only preliminary and can be corrected by Goodgame Studios at any time, if an calculation error occurs. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Properties managed by You that require separate payments) unless expressly authorized in writing by Goodgame Studio (including by electronic mail). (d) You agree to pay all applicable taxes or charges imposed by any government entity in connection with you use of the Goodgame Studios Publisher Program.
|7.7 Copyrights. Notwithstanding anything to the contrary, all Ads, even if displayed within the Goodgame Studios Games played on your publisher site, shall and do remain copyright of the advertiser. You obtain no rights in any Ads by virtue of utilizing the Service.|
|8||Disclaimer of Warranty|
|TO THE FULLEST EXTENT PERMITTED BY LAW, GOODGAME STUDIOS, ITS SUPPLIERS, AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER GOODGAME STUDIOS NOR ITS SUPPLIERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE, CONTENT, OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE, AND NONE ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICE, GENERATED REVENUES OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. GOODGAME STUDIOS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GOODGAME STUDIOS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. THE SERVICE IS CONTROLLED AND OFFERED BY GOODGAME STUDIOS FROM ITS FACILITIES IN GERMANY. GOODGAME STUDIOS MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.|
|9||Limitation of Liability|
|YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, CONTENT AND GOODGAME STUDIOS SOFTWARE IS AT YOUR OWN RISK. IN NO EVENT SHALL GOODGAME STUDIOS, ITS SUPPLIERS, AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS SOLELY AND ENTIRELY WITH YOU. THESE LIMITATIONS SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. YOU SPECIFICALLY ACKNOWLEDGE THAT GOODGAME STUDIOS SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS SOLELY AND ENTIRELY WITH YOU. IN NO EVENT WILL EITHER PARTY’S LIABILITY FOR MONETARY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID UNDER THIS AGREEMENT BY GOODGAME STUDIOS TO YOU. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.|
|You agree to defend, indemnify and hold harmless Goodgame Studios, and its third party developer partners, subsidiaries, affiliates, and their directors, officers, agents, members, shareholders, co-branders or other partners, employees, and Ad Partners from any liabilities, losses, actions, damages, claims, obligations, costs, expenses or demands (including, but not limited to attorneys’ fees, costs and expenses) arising out of (a) your use of the Service, (b) your connection to the Service, (c) your violation of any term of this Agreement or your representations and warranties set forth above, (d) your violation of any rights of another, including without limitation any copyright, property, or privacy right, or (e) your failure to perform your obligations hereunder.|
|11||Third Party Beneficiaries|
|You agree that any distribution partner (which, for clarity shall not mean You) that distributes Goodgame Studios Game(s) shall be third party beneficiary with respect to this Agreement, and that any such distribution partner shall have the right to enforce such provisions in its own name as if the distribution partner were Goodgame Studios. You further agree that you shall not raise lack of privity as a defense against any distribution partner seeking to enforce the provisions of this Agreement.|
|You agree that Goodgame Studios may use your name, logo, and the title(s) and logo(s) of your Game(s) in presentations, marketing materials, customer lists, financial reports and Web site listings of customers.|
|13||Use of personal information|
|You can find all relevant information about how Goodgame Studios handles personal data in our privacy notice.|
|This Agreement constitutes the entire agreement of the parties with respect to the subject matter
hereof, and supersedes all previous written or oral agreements between the parties with respect to
such subject matter. In the event of a conflict between the terms of this Agreement and any other
terms set forth in the Website or Service (including without limitation, the terms of the FAQ
sections of the Website) the terms of this Agreement shall supersede and control. This Agreement
shall be construed in accordance with the laws of Germany. No waiver by either party of any breach
or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or
default. Each provision of this Agreement is intended to be severable. If any term or provision
hereof shall be determined by a court of competent jurisdiction to be illegal or invalid for any
reason whatsoever, such provision shall be severed from this Agreement and shall not affect the
validity and enforceability of the remainder of this Agreement. You may not assign, voluntarily, by
operation of law, or otherwise, any rights or delegate any duties under this Agreement without
Goodgame Studios’ prior written consent, and any attempt to do so without that consent will be void.
Goodgame Studios may assign this Agreement to its affiliated companies, a successor in interest in
connection with a change of control, a sale of substantially all of its assets, or a merger,
acquisition, public offering or other reorganization transaction without your prior consent.
The section headings used herein are for convenience only and shall not be given any legal import. The parties shall attempt to resolve any controversy or claim arising out of or relating to the creation, performance, termination and/or breach of this Agreement in the first instance through good faith negotiation or mediation between the parties. Any claims or disputes arising from or related to this Agreement shall be resolved in Hamburg, Germany. Notwithstanding the foregoing, and solely with respect to breaches or threatened breaches of this Agreement, either party to this Agreement may seek a temporary restraining order and injunction to protect its legal rights or interests, without the need to post bond in any court having jurisdiction.
If you have any questions regarding this Agreement or if you wish to request any information from Goodgame Studios, please contact Goodgame Studios at the following address:
Altigi GmbH - Goodgame Studios
Germany Last updated: May 2018