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LICENSE
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MINICLIP SOFTWARE DEVELOPMENT KIT (“SDK”) LICENSE AGREEMENT
BEFORE YOU (“YOU” OR “LICENSEE”) USE THE MINICLIP SDK, PLEASE READ ALL OF THE
TERMS AND CONDITIONS SET OUT IN THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY.
YOUR USE OF THE MINICLIP SDK IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN
THIS AGREEMENT. BY CLICKING THE “I AGREE” BUTTON OR BY USING ANY PART OF THE
MINICLIP SDK, YOU AGREE (ON BEHALF OF YOURSELF AND/OR YOUR COMPANY) TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, WHICH THEN COMMENCES WITH EFFECT AS A LEGAL
AGREEMENT BETWEEN YOU AND THE MINICLIP GROUP. IF YOU DO NOT OR CANNOT AGREE TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD OR USE THE
MINICLIP SDK.
1. Definitions.
1.1 “Miniclip Group” means any subsidiary or holding company from time to
time of Miniclip SA.
1.2 “Miniclip SDK” includes the documentation, software, both source code
and object code, sample applications, emulator, tools, libraries, APIs,
data, and materials provided by the Miniclip Group to You for use in
connection with Your mobile application, and includes any updates that may
be provided by the Miniclip Group.
1.3 “Miniclip Services” by integrating the Miniclip SDK with your mobile
application, you will be able to use any Miniclip services (subject to
entering into a commercial agreement with Miniclip pertaining to such
services) which require the integration of the Miniclip SDK, which include,
without limitation, the selling of ad space inventory on your mobile
application to advertisers programmatically or any other relevant services.
1.4 “You” (or “Your”) shall mean an individual or legal entity exercising
permissions granted by this License.
2. License Grant.
2.1 Subject to Your compliance with these terms and conditions of this
Agreement, the Miniclip Group hereby grants to You a royalty-free,
non-exclusive, non-transferable and worldwide license to download and use
the SDK for the sole purpose of connecting to and using the Miniclip
Services.
3. Restrictions.
3.1 Except for the limited license granted to You herein, You agree that all
right, title and interest in and to the Miniclip SDK including the concepts
and technology inherent in them, trademarks, copyrights, patents, trade
secrets and other intellectual property rights, are, and at all times shall
remain, the sole and exclusive property of the Miniclip Group. Except to the
extent permitted under this Agreement or by applicable law, You shall not
(i) modify, reverse engineer or disassemble any portion of the Miniclip SDK;
(ii) lease, rent, copy, redistribute or sublicense the Miniclip SDK to third
party; or (iii) remove, efface or obscure any copyright notices, logos or
other proprietary notices or legends included in the Miniclip SDK. You may
not use any component part of the Miniclip SDK in any way independent from
the Miniclip SDK. You may not load or install any of the Miniclip SDK onto
any other devices, except on Your mobile application.
3.2 The Miniclip Group may extend, enhance, or otherwise modify the Miniclip
SDK at any time without notice. If updates are made available by the
Miniclip Group, the terms of this Agreement will govern such updates, unless
the update is accompanied by a separate license, in which case the terms of
that license will govern. The Miniclip Group is not obligated to provide any
maintenance, technical or other support for the Miniclip SDK. You
acknowledge that the Miniclip Group has no express or implied obligation to
announce or make available any updates to the Miniclip SDK.
4. Use of the Miniclip SDK and compliance with laws.
4.1 Your application(s) must not (i) breach any applicable laws, regulations
or generally accepted practices or guidelines in the applicable
jurisdictions; (ii) contain any material, component or code which could
damage, destroy, unduly burden or unreasonably affect software, firmware,
hardware, data, systems, services, or networks; or (iii) disable, hack or
otherwise interfere with any authentication, content protection, digital
signing, digital rights management, security or verification mechanisms
implemented in or by the Miniclip Group and/or the Miniclip Services.
4.2 Your mobile application(s) must not breach any applicable laws,
regulations or generally accepted practices or guidelines in the applicable
jurisdictions or disable, unduly burden or unreasonably interfere with
software, firmware, hardware, data, systems, services, or networks.
4.3 You agree that You are solely liable for any breach of your obligations
under this Agreement or any applicable laws or regulations, and for the
consequences of any such breach.
5. DISCLAIMER OF WARRANTY.
5.1 THE MINICLIP SDK IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE
MINICLIP GROUP DOES NOT WARRANT THAT THE USE OF THE MINICLIP SDK WILL NOT
INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. MINICLIP DOES NOT
WARRANT THAT THE MINICLIP SDK IS ERROR FREE AND MAKE NO WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO THE MINICLIP SDK, INCLUDING BUT NOT LIMITED TO
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF
TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO
INFORMATION OR ADVICE GIVEN BY THE MINICLIP GROUP OR ITS AGENTS, EMPLOYEES,
OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION
OR WARRANTY.
5.2 LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY LAW, IN NO EVENT
SHALL THE MINICLIP GROUP BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL,
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOSS OF
PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR FOR ANY PECUNIARY DAMAGES
OR LOSSES, ARISING OUT OF OR RELATED TO YOUR GRANT OF LICENSE HEREIN, OR
INABILITY TO USE THE MINICLIP SDK, THE PROVISION OF OR FAILURE TO PROVIDE
SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT
THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE MINICLIP
SDK, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS
AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT,
TORT OR OTHERWISE) AND EVEN IF THE MINICLIP GROUP HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
6. Indemnification.
6.1 You agree to indemnify, defend and hold harmless the Miniclip Group from
any claims, damages, liabilities, losses, costs, suits or expenditures
incurred by the Miniclip Group, as a result of any infringement or alleged
infringement of intellectual property rights of a third party caused by or
arising out of, resulting from, or related to failure to comply with the
terms of this Agreement, including but not limited to (1) unauthorized use
or disclosure of SDK, and (2) use of SDK in combination with software,
hardware, systems, or other items not provided by the Miniclip Group.
7. Confidentiality.
7.1 You acknowledge and agree that the Miniclip SDK contains valuable trade
secrets and Confidential Information of the Miniclip Group. “Confidential
Information” includes, but is not limited to, any confidential or sensitive
proprietary information about the Miniclip Group’s business methods, plans,
relationships, pricing, processes, policies, non-public financial
information, and these terms and conditions. Accordingly, You agree to
maintain the Miniclip SDK in confidence and except as expressly provided in
Section 2, You (i) will not disclose or provide access thereto to any
person, or (ii) use the Miniclip SDK for any purpose not expressly
authorized hereby, or permit or authorize any other person to do so. You
acknowledge and agree that any violation of this clause would constitute a
material breach of this Agreement and is grounds for immediate termination.
The provisions of this clause shall survive the expiration or termination of
the Agreement.
7.2 The restriction herein shall not apply to the extent that such
information is in the public domain or hereafter falls into the public
domain through no fault of You. Any combination of trade secrets and
information of the Miniclip Group that forms part of the Miniclip SDK shall
not be deemed to be public merely because individual parts of the Miniclip
SDK are in the public domain, unless the combination itself is in the public
domain.
8. Term and Termination.
8.1 Term. This Agreement shall remain in full force and effect until
terminated by You or the Miniclip Group in accordance with the terms of this
Agreement.
8.2 Termination. You may terminate this Agreement simply by ceasing Your use
of the Miniclip SDK. The Miniclip Group may terminate this Agreement (i) at
any time for any or no reason upon 14 day’s written notice to you or (ii)
immediately upon written notice to You if You have materially breached this
Agreement.
8.3 Effect of Termination. Upon termination of this Agreement: (a) all
license rights granted in this Agreement will terminate; (b) You shall
promptly stop the distribution of the Miniclip SDK and destroy all
electronic copies of the Miniclip SDK and/or return the Miniclip SDK to the
Miniclip Group. Sections 3, 4, 5, 6, 7, 8.3 and General terms below shall
survive the expiration or termination of this Agreement.
9. General.
9.1 Assignment and other dealings. You may not assign, novate, transfer,
mortgage, charge, subcontract or delegate any of Your rights or obligations
under this Agreement, without the Miniclip Group’s prior written consent.
9.2 No Partnership. Each party shall be and act as an independent contractor
and not as partner, joint venturer, or agent of the other. No party shall
have any right to obligate or bind any other party.
9.3 No waiver and Variation. The failure or delay by the Miniclip Group or
You to insist upon strict performance of any of the provisions contained in
this Agreement shall in no way constitute a waiver of its rights as set
forth in this Agreement, at law or in equity, or a waiver of any other
provisions or subsequent default by the other party in the performance or
compliance with any of the terms and conditions set forth in this Agreement.
This Agreement may be modified by the Miniclip Group without notice.
9.4 Severance. If any provision or part-provision of the Agreement is or
becomes invalid, illegal or unenforceable, it shall be deemed modified to
the minimum extent necessary to make it valid, legal and enforceable. If
such modification is not possible, the relevant provision or part-provision
shall be deemed deleted. Any modification to or deletion of a provision or
part-provision under this clause 9.4 shall not affect the validity and
enforceability of the rest of the Agreement.
9.5 Third party rights. The Agreement does not give rise to any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the
Agreement. The rights of the parties to rescind or vary the Agreement are
not subject to the consent of any other person.
9.6 Export Compliance. You are responsible for applying for and obtaining
all export and import licenses and/or authorizations related to the Miniclip
SDK or applications, including without limitation all such licenses and
authorizations required by any and all governmental bodies and/or regulatory
agency.
9.7 Force majeure. Neither party shall be in breach of the Agreement nor
liable for delay in performing, or failure to perform, any of its
obligations under the Agreement if such delay or failure result from events,
circumstances or causes beyond its reasonable control.
9.8 Entire Agreement. This Agreement contains the entire agreement of You
and the Miniclip Group with respect to its subject matter and supersedes all
existing agreements and all other oral, written or other communications
between the You and the Miniclip Group concerning this subject matter.
9.9 Governing Law and Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of England and Wales. Each party
agrees to submit to the personal and exclusive jurisdiction of the courts of
England.