mig33 – Developer Centre Terms and Conditions
Whenever used in this Agreement with initial letters capitalized, the following terms will have the meanings attributed to them below (and other terms used in this Agreement with initial letters capitalized will have the meanings attributed to them elsewhere in this Agreement). “Game” means an online game or other application that you have developed or created in connection with on your use of the mig33 Developer Site and that you desire to submit for possible publication through the mig33 Platform. ”mig33 Platform” means the online interactive media entertainment portal made available by Company through which individuals can access and use various services, products and games provided by Company and various other sources. The term “mig33 Platform” includes any data, images, text, content, APIs, tools or other information or materials provided by Company through or in connection with the mig33 Platform and related services and tools (collectively, the “mig33 Properties”). ”mig33 Platform Documentation” means the technical documentation applicable to the mig33 Platform that is made available by Company from time to time at http://developer.mig33.com/. ”mig33 Site” means that web site, the primary home page of which is accessible through the URL www.mig33global.com, and through which a developer may access the mig33 Developer Site. ”Developer Provided Content” mean any images, text, code or other copyrightable materials or content of any kind that is included in or used in connection with a Game(s) or otherwise provided by you or that you have uploaded to our servers or have instructed us to download or otherwise obtain from third party websites, servers or other sources, including without limitation through any automated call or request made by or through your Game(s) to or through the mig33 Platform.
2. Conditions of Use
3. Registration and Account Information
Developer must register and create an account with Company as a condition to using the mig33 Developer Site. In order to register with Company, Developer must provide complete and accurate information as requested in the registration process. Developer will maintain and update all information provided by Developer during registration as required to keep it current, complete and accurate. If Developer provides any inaccurate information or fails to keep such information current, complete and accurate, Company may terminate Developer’s account and Developer’s right to use the mig33 Developer Site. Developer shall maintain the security and confidentiality of all passwords issued to Developer. Developer will not transfer or share Developer’s user name or password, or lend or otherwise transfer Developer’s use of or access to the mig33 Developer Site, to anyone. Developer is responsible for any and all activities that occur under Developer’s account. Developer will immediately notify Company of any unauthorized use of Developer’s account or any other breach of security related to Developer’s account or the mig33 Developer Site.
4. Grant of Rights
You may access and use the mig33 Developer Site to learn more about the mig33 Platform and related mig33 Properties and other aspects of the mig33 Developer Program, including information that assists in your development and creation of Games that interface with the mig33 Platform in accordance with the mig33 Platform Documentation. Company may modify the mig33 Platform Documentation at any time and from time to time. It is your responsibility to ensure that each of your Games complies with the then current mig33 Platform Documentation. You acknowledge and agree that Company has no obligation of any kind to accept or approve any Game for publication through the mig33 Platform unless and until such Game has been registered with and accepted by Company in accordance with its standard game approval process, and then only pursuant to the mig33 Developer Program Game Publishing Terms.You may not license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the mig33 Developer Site, the mig33 Platform or any mig33 Properties, or any portion or component thereof, or any rights granted in this Agreement, except as expressly permitted herein and subject to the terms set forth in this Agreement. You may not reverse engineer, disassemble, or decompile any mig33 Properties or otherwise attempt to discover the source code of any mig33 Properties. You may not: (i) remove any copyright, trademark or other proprietary notices from the mig33 Developer Site or associated mig33 Properties, or any component thereof; (ii) use the mig33 Developer Site for commercial time-sharing or in any manner for anyone other than you for your own internal business purposes; (iii) rent or lease the mig33 Developer Site or permit access to or use of the mig33 Developer Site by anyone other than you and your employees; (iv) develop or assist with the development of a product or service using similar ideas, features, functions, or graphics of the mig33 Developer Site; (v) create modifications to or derivative works of any mig33 Properties or any component thereof; (vi) use or attempt to use or access any Company services other than the mig33 Developer Site specifically made available to you under this Agreement or pursuant to another written agreement with company; or (vii) copy any ideas, features, functions, or graphics of the mig33 Developer Site. Customer shall have no right to receive any source code or documentation with respect to any mig33 Properties.You will at all times comply with all applicable laws or regulations, including, without limitation all applicable export control laws and regulations and country-specific economic sanctions implemented by the Office of Foreign Assets Control, in connection with your use of the mig33 Developer Site.You may not interfere or attempt to interfere in any manner with the functionality or proper working of the mig33 Developer Site or the mig33 Platform, or any portion or feature of either. You may not create any Game(s) for the primary purpose of aggregating or storing content or data of Company or its users.You acknowledge and agree that Company may include within the mig33 Properties “dummy” information that does not relate to any actual person, without specifically identifying such information, for the purposes of allowing Company to monitor compliance with this Agreement.You may not edit the mig33 Properties in any way. You may not remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on or contained within the mig33 Developer Site or mig33 Platform (which includes, without limitation, any mig33 Properties).You may not store any mig33 Properties in any data repository which enables any third party to access or share the mig33 Properties without our prior written consent. You may not sell, resell, lease, redistribute, license, sublicense or transfer all or any portion of the mig33 Properties or use or store the mig33 Properties for any purpose other than as specifically authorized herein for use in connection with Game(s)s that meet the terms and conditions set forth in this Agreement. If you wish to sell, resell, lease, redistribute, license, sublicense or transfer any mig33 Properties in connection with your Game(s), you must contact us at email@example.com.Your Game(s) may not be designed in such a way that a reasonable user might find it confusingly similar in appearance to the mig33 Site, or that might mislead a user into believing he or she is interacting directly with the mig33 Site when interacting with your Game(s), as determined by Company in its sole discretion.We may, in our sole discretion, suspend your access to the mig33 Developer Site, delete or disable access to your Game(s) from the mig33 Platform, and/or terminate this Agreement and your right to use and interface with the mig33 Developer Site, including the mig33 Platform, and access the mig33 Properties, at any time and for any reason, with or without notice, including without limitation if we determine that your Game(s) or any Developer Provided Content is unsuitable for the mig33 Platform.
5. Game Registration Process
In connection with your use of the mig33 Developer Site, you may submit one or more Games that you develop to Company for possible publication through the mig33 Platform by completing a Game Registration Application. Upon receipt of your completed application, Company may undertake a comprehensive technical, security, content and other review of your proposed Game(s) and application to determine the suitability of the Game(s) for publication through the mig33 Platform, all in accordance with and pursuant to Company’s then-current standard game registration, review and approval process. You acknowledge and agree that Company has no obligation of any kind to accept or approve any application you may submit, or to accept or approve any Game for publication through the mig33 Platform unless and until such Game has been registered with and accepted by Company in accordance with its standard game approval process, and then only pursuant to the mig33 Developer Program Game Publishing Terms.
6. Confidential Information
The term “Company Confidential Information” means any information of or relating to Company that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Company or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the mig33 Developer Site, mig33 Platform and associated mig33 Properties, and Company’s products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Company Confidential Information remains the property of Company, and no license or other right in any Company Confidential Information is granted hereby. You will not disclose any Company Confidential Information to any third party or otherwise, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. You will limit your internal distribution of Company Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Company Confidential Information for the benefit of anyone other than Company. Upon Company’s written request, you will destroy or return to Company all Company Confidential Information in your custody or control. In addition to the terms of this provision, the parties continue to be subject to any non-disclosure agreement that they have entered into separately. This provision will survive any termination of this Agreement.
7. Copyright Complaints; Repeat Infringer Policy
You agree to take whatever actions are necessary or are requested by Company to enable us to comply with the take-down and other provisions of the Digital Millennium Copyright Act (“DMCA”) with respect to your Game(s) and any Developer Provided Content. In addition, in accordance with the DMCA and other applicable law, Company has a policy of terminating, in appropriate circumstances and at our sole discretion, users (including developers) who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the mig33 Developer Site and or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
We reserve the right to charge a fee and determine payment and invoice terms for using the mig33 Developer Site and/or any individual features thereof at any time in our sole discretion. If we do charge a fee for using the mig33 Developer Site or any feature thereof you do not have any obligation to continue to use the mig33 Developer Site or the applicable feature. However, if you do: (i) we reserve the right to specify the manner in which you will be charged: and (ii) any and all fees payable by you pursuant to this Agreement are expressed exclusive of all taxes and duties, including Value Added Tax (“VAT”) or any applicable sales tax. You will also pay any sales, use, value-added or import taxes, customs duties or similar taxes that may be assessed by any state and/or jurisdiction (collectively, “Taxes”) that Company is legally required to charge on the applicable fees under this Agreement. If requested to do so by Company, or as otherwise required by applicable law, you will supply your VAT identification number to Company. We may also change the fees or fee structure for the mig33 Developer Site or any feature thereof, and in such event you will not have any obligation to continue to use the mig33 Developer Site or such feature.
You retain all intellectual property rights you may have in the Game(s) you yourself create which are based on your use of the mig33 Developer Site (subject to Company’s underlying rights in the mig33 Developer Site, mig33 Platform and all associated mig33 Properties) and in the Developer Provided Content. You hereby irrevocably and unconditionally release and covenant not to sue Company, or any of its licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your Game(s)s or the Developer Provided Content, or any intellectual property you develop that is based on, uses, or relates to the mig33 Developer Site, mig33 Platform or any associated mig33 Properties; and/or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the mig33 Developer Site, mig33 Platform or associated mig33 Properties. Company and its applicable licensors retain all intellectual property rights (including all worldwide patent, trademark, copyright, and other proprietary rights) in and to the mig33 Developer Site, mig33 Platform and the mig33 Properties, and any derivative works of any of the foregoing that are created by or for Company. You understand and acknowledge that Company may be independently creating applications, content and other products or services that may be similar to your Game(s) and content, and nothing in the agreement should be construed as restricting or preventing Company from fully exploiting such applications, content and other items without any obligation to you.Company hereby retains all right, title and interest in and to, and you obtain no rights of any kind in, the mig33 Developer Site, mig33 Platform and all mig33 Properties, including without limitation all content and data of Company or its users that is in your possession or control. You are granted a limited, nonexclusive, revocable license to access and use the mig33 Developer Site and related mig33 Properties solely as expressly permitted in this Agreement. Company has the right at any time in its sole discretion, and immediately upon notice, to terminate the foregoing license and to request that you delete all mig33 Properties and all materials containing any mig33 Properties that are in your possession or control, and you will promptly comply with any such request. ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE HEREBY RESERVED BY COMPANY AND ITS RESPECTIVE LICENSORS.
10. Developer Representations and Warranties
11. Publicity; Trademark Usage
Each of us may generally publicize your use of the mig33 Developer Site, however you may not issue or consent to any press release (including to the Internet press, e.g., any blogs) with respect to the mig33 Developer Site, mig33 Platform, mig33 Properties or this Agreement without our prior written consent. Company may, at any time in at its sole discretion, prepare and issue press releases, statements, and promotional and other materials mentioning and/or describing the Game(s)s you have created using the mig33 Developer Site, identifying you and your company, if applicable, as the developer of such Game(s), and otherwise describing the relationship between you and Company.All trade names, trademarks, service marks, logos, and trade dress on the mig33 Developer Site are either trademarks or registered trademarks of Company or its licensors. You may not copy, imitate or use any registered or unregistered trademark, service mark, trade name, logo, trade dress or other business identifier of Company or third parties that appear on the mig33 Developer Site unless you obtain Company’s and any applicable third party’s prior written consent. The foregoing prohibition includes using any registered or unregistered trademark, service mark, trade name, logo, trade dress or other business identifier of Company or any third parties that appear on the mig33 Developer Site, or variations or misspellings of any of them, in the name of any Game(s) or in a URL to the left of the top-level domain name. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or state or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by statement or implying that Company or any third party appearing on the mig33 Developer Site supports, sponsors, endorses, or contributes money to you or your business).
12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE MIG33 DEVELOPER SITE AND MIG33 PLATFORM (WHICH INCLUDES, WITHOUT LIMITATION, ANY MIG33 PROPERTIES) IS PROVIDED BY COMPANY ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS, DEFECTS AND ERRORS” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE MIG33 DEVELOPER SITE OR MIG33 PLATFORM. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE MIG33 DEVELOPER SITE AND MIG33 PLATFORM IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE MIG33 DEVELOPER SITE OR MIG33 PLATFORM IS FREE OF VIRUSES, WORMS, TROJANS, SPYWARE OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE ACCESSIBLE ON A PERMANENT BASIS OR WITHOUT INTERRUPTION.COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, COMPANY, THE MIG33 DEVELOPER SITE OR MIG33 PLATFORM, FROM ANY TERMINATION OF THIS AGREEMENT OR YOUR ABILITY TO USE OR PARTICIPATE IN THE MIG33 DEVELOPER SITE OR MIG33 PLATFORM FOR ANY REASON, FROM DISABLING OR REMOVING ANY GAME(S), OR FROM ANY USE OR MISUSE OF YOUR GAME(S) OR OF THE DEVELOPER PROVIDED CONTENT BY ANY MIG33 PLATFORM USER OR ANY OTHER THIRD PARTY, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST DATA, BUSINESS OR ANTICIPATED PROFITS, WHETHER OR NOT COMPANY WAS AWARE OF OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIMIT COMPANY’S LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT IT ARISES AS A RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF COMPANY OR OF ITS EMPLOYEES, AGENTS OR AUTHORIZED REPRESENTATIVES.
You may terminate this Agreement at any time by ceasing to use the mig33 Developer Site, mig33 Platform and all related mig33 Properties. You acknowledge and agree that Company may at any time in its sole discretion, with or without cause and with or without notice, terminate this Agreement or your right to access and interface with the mig33 Developer Site, mig33 Platform and all related mig33 Properties or any feature thereof and may remove any Game(s) or Developer Provided Content from the mig33 Developer Site and/or mig33 Platform and block any Game(s) from accessing any mig33 Properties. We further reserve the right to discontinue the mig33 Developer Site, mig33 Platform and all related mig33 Properties, or any portion or feature thereof for any reason and at any time in our sole discretion. Upon any termination or notice of any discontinuance, you must immediately stop your use of the mig33 Developer Site, mig33 Platform and all related mig33 Properties, and delete all mig33 Properties in your possession or control (including from your Game(s) and your servers). Sections¬†2, 4, 6, 7, 9, 10, 12, 13, 14 and 15, any definitions that are necessary to give effect to the foregoing provisions, will survive any termination of this Agreement and will continue to bind you and us in accordance with their terms.
15. Applicable Law; Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America. You consent to the jurisdiction of the State and federal courts serving San Mateo County, California, for any and all disputes arising under or in connection with this Agreement.
16. Certain General Provisions
17. Contact Information
If you have any questions regarding this Agreement or the mig33 Developer Site, please contact us at firstname.lastname@example.org. If you wish to send us a communication in writing, please send it to Project Goth, Inc., 8 Eu Tong Sen Street #11-89, Singapore 059818, SINGAPORE.