Updau Terms and Conditions of Use
1. Accepting this User Agreement.
By using our service you agree with this terms and conditions agreement (“Agreement”) between Updau.com, our Affiliates (“Updau”, “we” or “us”) and you, the developer. If you do not agree to be bound by any point of these Terms and Conditions of Use Agreement, do not access or use our Service. Updau and you are each a “Party,” and collectively, the “Parties.” To eliminate any confusion or misinformation, please read the Agreement carefully.
2. Updau Obligations.
Updau are responsible for providing all localization and hosting services as well as live operations and high quality end user support for the Game on all mobile platforms (existing and future) (iOS, Android, BlackBerry, etc.). An “End User” is a person who has registered to play the Game online or downloaded the Game onto any mobile device. Moreover, for additional price there are some other features available (Analytics, Payment systems, etc.)
3. Game Application.
Depending on the stage of your development, you can submit ideas for your game (“Game”) in a paper documents or as beta.
If Updau rejects your submission without proceeding with any additional support, you will be able to claim your Game again for future use in two different ways. If during the registration you have chosen to use any Updau proprietary code, that code should be removed before either option becomes available. Here are two options for regaining access to all of Updau services:
- Option 1: Repay the total amount paid to you by Updau within six months from the date of rejection. The repayment can be made by you or any other third-party individual. After the repayment you will regain full rights to your game.
- Option 2: A royalty of ten percent of Net Revenue will be added to a full repayment in case if you are not able to repay the total amount paid to you by Updau within six months from the date of rejection. This option applies only if the Game is released publicly by you or another third-party individuals.
You will get royalties on a fifty/fifty (50/50) basis with Updau receiving fifty percent of Net Revenue and you receiving fifty percent of Net Revenue (not to be confused with Gross Revenue). “Gross Revenue” means the amounts of End Users payments for accessing the Game itself, or any in-game features, and any premium features or virtual goods as well. “Net Revenue” means Gross Revenue less only the applicable Permitted Deductions. “Permitted Deductions” means five (5) types of costs:
- platform\provider charges related to Game publishing, hosting and distribution services as determined by the Platform owners;
- fees for providing a Game charged by distribution networks or payment providers or processors (credit card or similar charges or fees) which are actually deducted by such distribution networks or payment providers before sending payment to Updau;
- reversals, refunds, chargebacks, credits, returns for canceled or returned goods or services, amounts attributable to any fraudulent or invalid actions or bad debt;
- Updau’s actual and verifiable marketing and user acquisition costs paid to third parties for marketing the Game including direct marketing costs;
- any taxes imposed on Gross Revenue prior to payment by any applicable provider or platform to Updau.
You will be paid your share of Net Revenue on a monthly basis with the first payment within thirty (30) days of the first month in which Updau receives payment from the Platforms.
7.1 The ownership and all rights in your game belongs to you. Updau gets an exclusive license for the Term of this Agreement to use, publish, operate, reproduce, market, promote, and exploit the Game on the Platforms in the Territory to End Users. These licenses includes the right to store the Game in the original form, as well as reproduce, publish, exhibit or disseminate in tangible or intangible form.
7.2 Updau will have the right to sublicense rights received from you hereunder to a third party developer or distributor (“Subcontractor”) provided that each Subcontractor will be subject to the terms and conditions of this Agreement as they relate to Updau and Updau remains liable for any Subcontractors’s actions and compliance with this Agreement.
7.3 Updau gets the exclusive right to cross-promote the Game in and to Updau’s user base for Updau’s existing and future games for the Term.
By this Agreement you grant Updau the limited right to use any brand graphic, advertising, trademark, service mark, trade name or symbol, connected with the Game and provided to Updau by you for the purpose of marketing and distributing the Game. As long as there are no changes in your Marks, no prior approval will be required from you.
9. Confidentiality Information.
Parties agree and will hold in confidence all Proprietary Information of the other Party represented, reproduced or developed by a Party based on the other Party’s Proprietary Information. The receiving Party will not, directly or indirectly, use, reproduce, distribute, reverse engineer, or otherwise misappropriate any Proprietary Information of the other Party, in whole or in part.
10. End User Data.
11. Term and Termination.
11.1 The “Term” of this Agreement is unlimited.
11.2 If you become insolvent or seek protection under any trust deed, creditor’s arrangement bankruptcy, receivership or comparable proceeding, or if any such proceeding is instituted against you and is not dismissed within ninety (90) days, this Agreement can be immediately terminated or expirated. Upon termination or expiration of this Agreement for any reason Updau will immediately remove the Game from the Platforms, and Updau will return to you any documents or materials of any nature in Updau’s possession, custody or control (regardless of the medium) related to the Game. You may personally ask for transition assistance in order to transition the performance of Updau’s duties hereunder to you and minimize the disruption to the End User’s experience with the Game.
12. Representations and Warranties.
You represent and warrant to Updau that:
- the Game has been originally developed by you and/or you have full right and authority to grant the licenses granted in this Agreement;
- the Game will in all material respects comply with the requirements of Updau;
- the Game (including any code contained therein) does not infringe upon any third party’s intellectual property rights and you have not been notified of nor do you currently anticipate the possibility of such infringement;
- you will ensure the Game is free from any viruses or technical errors, which may cause damage to Updau, customers, or any other parties;
- the Game will not violate the current laws of United States of America and/or any other country for which a localized version was created by or for you and does not include illegal matter; and, if applicable; and
- you are an entity validly existing and in good standing under the laws of the jurisdiction where you are incorporated.
Updau provides the Updau.com on an “as is” basis. To the fullest extent permitted by law, Updau, its Affiliates, officers, directors, employees, and agents disclaim all warranties, express or implies, in connection with Updau.com and your use thereof including implied warranties of title, merchantability, fitness for a particular purpose or non-infringement, accuracy, authority, completeness, usefulness, and timeliness. UPDAU HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED.
14. Limitation of Liability.
14.1 The disclaimers of liability contained in this Agreement apply to any damages or injuries caused by or related to use of, or inability to use, the updau.com under any cause or action whatsoever of any jurisdiction. In no event will updau be liable to you or anyone else for any direct, indirect, incidental, punitive, special, exemplary or consequential damages (including, without limitation, loss of business, revenue, profits, use, data, or other economic advantage), however it arises, whether for breach of contract or tort.
14.2 You further agree that updau is not liable, and you agree not to seek to hold updau liable, for the conduct of third parties.
15. Limitations Period for Claims.
Regardless of any legal basis , you agree that you will not initiate any legal action against Updau arising out of or related in any way to your use of the Updau.com, this Agreement and/or any related matter, more than one (1) year after such cause of action accrues.