Developer terms and conditions
G:loot AB
These Developer Terms and Conditions (the “Agreement”) is entered into by and between:
G:loot AB, a limited liability company incorporated under the laws of Sweden with corporate registration number reg. no. 559115-8034, Birger Jarlsgatan 37 B, 111 45 Stockholm, Sweden (hereinafter referred to as “G:loot”); and
[●], a company incorporated under the laws of [●] with corporate registration number [●] (the “Game Developer”).
Each of G:loot and the Game Developer is referred to as a “Party” and together as the “Parties”.
Background and services
G:loot provides an Esport platform with features allowing gamers to participate in contests to compete for real money in existing third party games. These services as further described on the www.gloot.com website from time to time are offered on both mobile and desktop devices, and include any specific games and special features agreed upon and to be included in Appendix 1, as applicable (“Service(s)”).
Game Developer wishes to promote the Services and enable Game Developer’s users to access and use Services within the context of Game Developer’s games (“Users”).
G:loot and Game Developer now wishes to co-operate, in a mutually responsible and user-friendly way, in accordance with the terms of this Agreement.
Software development kit
G:loot grants Game Developer a non-exclusive, non-transferable and revocable licence to use the G:loot software developer kit (“SDK”) in accordance with the terms and of this Agreement. This license does not imply any limitation on G:loot or G:loot’s data sources’ right to use, develop or modify the SDK and its associated products and services.
G:loot and/or its right holder holds the ownership to and all intellectual property rights to the SDK. Game Developer is not entitled to publish, reproduce, assign, sublicense or otherwise dispose of the SDK, its source code, or call structure, without G:loot’s prior written consent.
Game Developer may only connect to the SDK in accordance with G:loot’s instructions and may not by technical means prepare unauthorized access to, interfere with or disable the SDK. Game Developer shall make sure that viruses, worms, Trojan horses or other malicious code is not spread in the SDK or on the website where the SDK is provided.
Game Developer acknowledges and agrees that G:loot leaves no representations or warranties regarding the SDK quality, safety, reliability, availability, or performance. Game Developer acknowledges and accepts that Game Developer use the SDK at its own risk, and that G:loot will not be responsible for any consequential damages arising out of the use of, or the failure to use, the SDK. Consequential damages referred to in these License terms, means for example lost profits, loss of use of products or services, compensation for the use of a replacement service, loss of data, costs of troubleshooting, loss of goodwill and damages due to viruses and other security problems. Game Developer undertakes to keep G:loot, its partners and employees harmless against any claims by third parties on account of Game Developer using the SDK in violation of these License terms.
G:loot reserves the right to update and change the SDK and the SDK content. If the Game Developer does not want to accept a change, the Game Developer is no longer authorized to use the SDK and must interrupt their connection to the SDK in accordance with section 2.6 below.
Game Developer’s license to the SDK, will enter into force when G:loot provides Game Developer with access to the SDK, and are valid as long as this Agreement is in force. Should this Agreement or Game Developer’s right to use the SDK be terminated, the Game Developer is obliged to terminate and delete their connection to the SDK with immediate effect.
Fees and payment terms
To participate in a real money competition within the Service a User is required to deposit an amount into his/her User Account (“User Account”). G:loot will charge the applicable entry or retry fee (“Service Fee(s)”) from the amounts deposited when the user decides to enter a contest. Subject to any applicable withdrawal fees (“Withdrawal Fees”) and the terms and conditions agreed between the User and G:loot, a User may withdraw money deposited or won on their User Accounts, which have not been used by the User within the Service.
In consideration of Game Developer’s services hereunder, G:loot shall pay revenue share to Game Developer on all Revenue (as is to be defined in Appendix 1) received from Users during the Term (“Revenue Share”).
G:loot shall issue a report to the Game Developer quarterly, no later than on the 15:th of the month following each quarter (“Report”). The Report shall include at a minimum the number of Users and the number of contests played, charged Service Fees and the applicable Revenue Share to be paid to Game Developer and applicable VAT, as well as any key performance indicators related to the performance of the Service as agreed between the Parties.
Payment shall be made against invoice issued by the Game Developer. Payment shall be made by G:loot within 30 days following G:loot’s receipt of a duly issued invoice from Game Developer.
Warranties and disclaimers
G:loot and Game Developer is responsible for their respective services and platforms. Technical disruptions, interruptions or other complications that could be related to G:loot’s or Game Developer’s actions or omissions cannot be considered a damage or breach of contract against the Party affected.
Game Developer and G:loot shall use best efforts to prevent fraud or attempted fraud by Users or any third party. G:loot is not liable for fraud in Game Developer’s gaming platform and the Game Developer will consequently not be liable for fraud in G:loot’s gaming platform.
For all markets and regions where contests are made available by G:loot for Game Developer’s Players, G:loot is responsible to follow all local laws, rules and restrictions in relation to the Services. In cases where G:loot violates the law or regulation, the Game Developer has the right to cancel this Agreement and terminate the service per immediate effect without G:loot being entitled to compensation. Likewise, in cases where Game Developer violates the law or a regulation, G:loot has the right to cancel this Agreement and terminate the service per immediate effect without Game Developer being entitled to compensation.
Except as expressly provided herein, G:loot makes no warranty of any kind whether express, implied, statutory or otherwise and G:loot hereby, to the maximum extent permitted by applicable law, disclaims all implied warranties such as implied warranties for fitness for a purpose, merchantability, non-infringement, and the Service being free from errors and bugs.
Intellectual property rights and infringement
G:loot and Game Developer retain full rights to all respectively owned source codes and underlying intellectual property. Any rights granted to the Parties to use each other’s intellectual property expires upon termination of this Agreement.
Ownership and all intellectual property rights in connection to the Service, including but not limited to patents, design rights, copyrights, trademarks, trade-secrets and proprietary know-how, shall be owned by and vested in G:loot, or its licensor, and nothing in this Agreement shall be interpreted as a transfer of such rights from G:loot to Game Developer, or vice versa.
Limitation of liability
Unless expressly provided herein, each Party shall only be liable for direct losses caused by negligence and the total aggregate liability of said Party shall be limited to an amount corresponding to twenty-five (25) per cent of the total compensation paid by the Game Developer during the twelve (12) months immediately preceding the incident causing the loss.
Neither Party shall be liable for any loss of production, loss of data, loss of business or profit, loss of use, loss of goodwill, the obligation to compensate a third-party or any indirect or consequential damages.
The above limitations shall not apply in the event of any loss which is caused by a Party’s gross negligence, intentional breach, material breach of the confidentiality undertaking set out in this Agreement or in relation to any product liability that cannot be excluded under applicable mandatory law.
Non-compete
During the term of the Agreement and for a period of three (3) months thereafter, the Game Developer undertakes not to enter into or carry out any co-operation with a third party that directly competes with G:loot, without having obtained G:loot’s prior written consent.
Confidentiality
The Parties undertakes neither to use for any other purpose than to carry out their duties under this Agreement, nor to disclose confidential information regarding this Agreement or the Parties to any third party. For purposes of this clause, confidential information shall mean all information of a technical, commercial, or other nature – irrespective of whether the information is documented or not – which the Parties wish to keep confidential. Information which is or may be placed in the public domain otherwise than as a result of a breach of this provision shall be excluded. The duty of confidentiality shall apply both during and after the term of the Agreement.
Neither Party shall during the term of this Agreement and one (1) year immediately following its termination, actively solicit or seek to solicit, directly or indirectly, any personnel of the other Party for employment, whether as an employee, consultant or otherwise; provided, however, that this undertaking shall not apply in relation to any general recruiting advertisement not targeted towards such employees or the other Party in particular.
In the event of a breach by the Game Developer of the obligation of confidentiality or non-competition undertaking, G:loot shall be entitled, for each individual breach per month not remedied, to liquidated damages in the amount of €1500. G:loot shall also be entitled to claim additional compensation in the event the damage incurred by G:loot as a consequence of such breach exceeds the amount of liquidated damages payable under this section.
Term and termination
This Agreement shall enter into force on the date of signature of both Parties and remain in force until terminated by either Party with [30 days] written notice to the other Party.
Either Party may terminate the Agreement or parts thereof with immediate effect
in case:
the other Party has committed a material breach of this Agreement, and, where the breach is capable of being remedied, has not rectified the same within thirty (30) days after receipt of a written notice thereof; or
the other Party is wound up or if a trustee in bankruptcy or insolvency, liquidator, receiver, or manager on behalf of a creditor is appointed or if circumstances arise which would entitle the court or a creditor to make a winding-up order, or if it otherwise is likely that the other Party is insolvent.
Should G:loot due to law or regulatory requirements become unable to continue providing the Services, G:loot has the right to terminate this Agreement with immediate effect.
Miscellaneous
Notices
Any notice or communication given by either Party to the other, under or in connection with this Agreement, shall be in writing and shall be either:
sent by courier or registered mail to either its registered office or its principal place of business; or.
sent by email to the following addresses:
G:loot: _______________
Game Developer: _______________
Any notice or communication shall be deemed to have been received if:
sent by courier or registered mail: at the time recorded by the delivery service.
sent by email: at 9:00 am on the following business day after transmission, provided that the sender has not received a notification on the failure to deliver the email.
Force Majeure
If and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed due to circumstances beyond the reasonable control of such Party such as, lightning, labour disputes, fire, acts of war, requisition, seizure, currency restriction, riots and civil disorders, shortage of means of transportation, shortage of goods, amendments to regulations issued by governmental authorities, intervention of authorities or defects and/or delays in delivery of its sub-suppliers due to the circumstances here stipulated (each, a “Force Majeure Event”), then the non-performing Party shall be excused from any performance of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature thereof. The non-performing Party is, however, always obligated to mitigate the effects of the Force Majeure Events.
Should an event of Force Majeure continue for more than three (3) months, each Party shall have the right to terminate the Agreement or part thereof.
Assignment and Subcontractors
The Game Developer may only assign the rights or obligations under this Agreement to a third-party with the prior written consent of G:loot.
G:loot may engage sub-contractors to execute its obligations under this Agreement in whole or in part.
Entire Agreement and amendments
This Agreement shall supersede any prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the Parties.
Survival of provisions
Any provision in the Agreement that to its nature is intended to survive the termination of this Agreement will survive its termination and remain in force without limitation in time.
Governing Law and Disputes
This Agreement shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC Institute). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed.
The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority or similar.