ClickJogos Platform Term of Use for Developers
THIS CLICKJOGOS PLATFORM TERM OF USE FOR DEVELOPERS ('TERM OF USE') IS ENTERED INTO BY AND BETWEEN CLICK JOGOS ATIVIDADES DE INTERNET LTDA., WITH HEAD OFFICES IN THE CITY OF SÃO PAULO, STATE OF SÃO PAULO, AT RUA JAMES WATT, 142, SUITES 81 AND 82, EDIFÍCIO CENTURY PLAZA, ZIP CODE ('CEP') 04576-050, ENROLLED WITH THE CORPORATE TAXPAYERS' REGISTER ('CNPJ/MF') UNDER NO. 09.036.250/0001-56 ('CLICKJOGOS'), AND YOU, ONLINE GAME DEVELOPER ('YOU').
IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE TERMS BELOW BEFORE USING CLICKJOGOS PLATFORM. BY CLICKING 'I AGREE' YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD AND, THEREFORE, AGREE TO ABIDE BY THIS TERM OF USE. IF YOU ARE A MINOR, PLEASE BE SURE THAT YOUR PARENTS OR LEGAL GUARDIANS HAVE READ THIS TERM OF USE AND AGREE WITH ALL CONDITIONS HEREIN.
1. Scope. ClickJogos owns an online games platform located at http://www.clickjogos.com.br ('Website'), including certain application programming interfaces ('ClickJogos APIs') where users can access and play Games developed by ClickJogos or third parties ('ClickJogos Platform'). This Term of Use shall govern the use of ClickJogos Platform by You, developer. By this Agreement You will submit to ClickJogos one or more games and related materials developed by You ('Games'), to be included in ClickJogos Platform and used by users. As part of the use of ClickJogos Platform, ClickJogos may make ClickJogos APIs available to You, as provided for herein.
2. Game License. You hereby grant ClickJogos a limited, non-exclusive, temporary and royalty-free license to (a) promote, download, publish, display, and reproduce the Games, including codes, visual and musical elements, within ClickJogos Platform, (b) develop, create, implement and/or distribute modifications or derivative works of the Games, as necessary, in order to incorporate the Games into ClickJogos Platform; (c) use, reproduce, display, publicly perform and publish the name, marks, logos, icons, titles, characters, product descriptions and screenshots incorporated into or otherwise associated with the Games ('Marks') in ClickJogos Platform solely in connection with the purpose hereof. Notwithstanding any provision to the contrary, You agree that the license provided for hereunder is granted to the maximum extent permitted by applicable laws so to allow achievement of the purpose hereof.
3. ClickJogos APIs License. As ClickJogos makes ClickJogos APIs available to You, ClickJogos shall grant a limited, non-exclusive, temporary and royalty-free license for the use of ClickJogos APIs, including data, content and information made available through ClickJogos APIs ('API Data') solely in connection with a Game developed by You, subject to the terms and conditions set forth in this Term of Use, including other ClickJogos policies. ClickJogos may monitor the use of ClickJogos APIs by You to secure quality of and improve ClickJogos products and services, as well as to verify compliance with the conditions set forth herein. You may not prevent, make it difficult or otherwise interfere with ClickJogos' monitoring.
4. Term and Termination. This Term of Use, including all licenses granted hereunder, will be effective while the Games remain available on the Website. Either Party may terminate this Term of Use by giving notice to the other Party. If ClickJogos receives a termination notice for this Term of Use, then ClickJogos shall employ its best efforts to remove the Game from the Website within up to ten (10) days. Notwithstanding, You understand and agree that if a promotion campaign for the Games is in course, You shall not be allowed to terminate this Term of Use without cause before such campaign is concluded. Upon termination or expiration of this Term of Use, each of the Parties shall remove or destroy all copies of the Games, ClickJogos APIs, API Data, materials or information belonging to the other Party; provided that, however, ClickJogos will not be responsible for removing any copies, including cache copies of the Games that may have been made by users or third parties in their own servers, computers, mobile phones, tablets and/or other equipment or devices.
5. Confidentiality. You cannot disclose ClickJogos' Confidential Information to third parties without the prior written consent of ClickJogos. “ClickJogos Confidential Information” shall mean any and all software, technology, programming and specifications related to ClickJogos APIs, including other information designated as “Confidential” by ClickJogos. The expression 'ClickJogos' Confidential Information” shall not include information that has become publicly known, without breach of either Party, or any information that (a) has been independently developed, without access to ClickJogos' Confidential Information, as duly evidenced in writing; (b) has been lawfully received by You from a third party who was entitled to disclose such information, or (c) must be disclosed by operation of law or to comply with a court order.
6. Warranties. You represent and warrant that: (i) You hold title to the Games or are entitled to grant the license described in this Agreement; (ii) the Games, including codes and visual and musical elements, as applicable, do not infringe any third parties' rights, including copyright, trademark, patent, trade secret or other intellectual property or privacy or publicity rights; (iii) the Games do not contain viruses, corrupt files, backdoors or other similar software or programs which may adversely affect users or ClickJogos Platform operation, or any servers, systems, software or hardware of ClickJogos; (iv) the Games do not contain untrue information, misrepresentation or content that may give rise to criminal infringement or tort, or violate any laws, or otherwise be deemed inappropriate; (v) the execution of this instrument by You does not violate any laws, standards or regulations that regulate Your activities, including, but not limited to development, design, distribution and/or licensing of games, or otherwise violate, infringe or breach any agreement which is binding upon You; and (vi) the Games do not accept payments or display advertisements provided on a dynamic basis to Users, nor do they provide a premium service for payment accepted in any other location, unless as authorized or provided by ClickJogos.
7. Legal Compliance. You are liable for complying with all applicable laws, standards and regulations, third parties' rights and ClickJogos policies. You may not develop or make available any Game, or use ClickJogos APIs in violation to such applicable laws, standards and regulations, third parties' rights and ClickJogos policies, or else in any unlawful, unethical, untrue or misleading manner. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, THE PARTIES UNDERSTAND AND AGREE THAT CLICK JOGOS MAY, AT ANY TIME, REGARDLESS OF PRIOR NOTICE OR NOTIFICATION TO YOU, AND WITHOUT CLICKJOGOS' FURTHER LIABILITY, REMOVE, WITHDRAW OR OTHERWISE MAKE UNAVAILABLE, WHETHER IN FULL OR IN PART, ON A TEMPORARY OR PERMANENT BASIS, ANY GAMES THAT ARE NOT IN COMPLIANCE WITH THE APPLICABLE LAWS OR THE TERMS AND CONDITIONS OF THIS TERM OF USE. SUCH REMOVAL, WITHDRAWAL OR UNAVAILABILITY OF THE GAMES ON THE PART OF CLICKJOGOS WILL NOT RELEASE OR OTHERWISE REDUCE YOUR OBLIGATIONS AND RESPONSIBILITIES SET FORTH IN THIS TERM OF USE OR THE LAW.
8. Indemnification. You will indemnify, defend and hold ClickJogos harmless from and against any damage, claim, liability, obligation, costs and expenses of any nature (including reasonable attorneys' fees) incurred by ClickJogos as they arise from (i) Your violation of the provisions of this Term of Use or any obligations, representations or warranties provided by You hereunder, (ii) any third party's claim alleging that the Games and/or Marks infringe any patent, copyright, trademark, trade secret, , rights of privacy, intimacy or publicity or any other personality rights or exclusive rights of third parties;
9. Waiver. CLICKJOGOS DOES NOT REPRESENT, WARRANT OR RESPOND FOR (I) AVAILABILITY, ACCURACY OR INTEGRITY OF CLICKJOGOS PLATFORM AND/PI OF CLICKJOGOS APIS, (II) ANY ERROR, FAILURE OR INACCURACY OF THE GAMES WITHIN CLICKJOGOS PLATFORM, (III) ANY UNLAWFUL COPY OF THE GAMES, UNAUTHORIZED ACCESS TO OR USE OF THE GAMES ON THE WEBSITE, (IV) ANY DISCONTINUANCE OR END OF TRANSMISSION TO OR FROM CLICKJOGOS PLATFORM, (V) USERS' COMMUNICATIONS OR ACTIONS, OR (VI) ANY ERRORS, VIRUSES, TROJAN HORSES OR SIMILAR THREATS THAT MAY BE TRANSMITTED TO OR FROM CLICKJOGOS PLATFORM OR OTHERWISE DURING THE SUPPLY OF THE GAMES BY YOU.
10. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, THE PARTIES AGREE THAT UNLESS IN THE EVENT OF VIOLATION OF CLICKJOGOS' INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING ANY LOSS, DAMAGE OR CORRUPTION OF INFORMATION OR DATA, WHETHER ARISING FROM OR CAUSED BY UNLAWFUL ACTION (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF CONTRACT, VIOLATION OF LAW, LEGAL DUTY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
11. LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, THE PARTIES UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CLICKJOGOS' AGGREGATE LIABILITY FOR DIRECT DAMAGES, WHETHER ARISING FROM OR CAUSED BY UNLAWFUL ACTION (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF CONTRACT, VIOLATION OF LAW, LEGAL DUTY OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF R$1,000.00 (ONE THOUSAND REAIS) REGARDLESS OF CLICKJOGOS HAVING BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY REMEDY SET FORTH HEREUNDER HAVING FAILED ITS ESSENTIAL PURPOSE OR OTHERWISE.
12. ESSENTIAL CONDITION. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING RESTRICTIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND IN THE ABSENCE THEREOF THE TERMS AND CONDITIONS OF THIS TERM OF USE WOULD BE SUBSTANTIALLY DIFFERENT.
13. No implied rights. Unless as expressly granted hereunder, none of the Parties grants by this Term of Use any intellectual property or other ownership rights. ClickJogos and/or its licensors hold all intellectual property rights (including all patent rights, trademarks, copyrights, trade secret or other property rights) in and to ClickJogos Platform, ClickJogos APIs, and related documentation and specifications, as well as the Website and other derivative works related thereto. Likewise, You hold all intellectual property rights in and to the Games and/or Marks. None of the licenses granted hereunder may be assigned, transferred or sublicensed, unless otherwise specified herein.
14. Non-Exclusive Agreement. This Term of Use is a non-exclusive agreement. You acknowledge and agree that ClickJogos may execute agreements with other developers and develop, promote, display or publish Games, products and services that may compete with the Games and other products owned by You.
15. Applicable Law and Venue. This Term of Use shall be governed by the Brazilian laws. The Parties hereby elect the courts of the Judicial District of the Capital city of the State of São Paulo to settle any doubts or disputes arising from this instrument, to the exclusion of any other courts, however privileged they may be.
16. Independent Parties. The Parties to this Term of Use are independent contractors and nothing in this instrument shall be construed as creating an employer-employee, offeror-agent, partnership or joint venture relationship between them.
17. Notices. All notices and letters related to this Term of Use shall be in writing and sent to (a) ClickJogos at the address stipulated above, to the Attention of the Legal Department and (b) to You at the address set forth in Your registration form. All such notices and letters will be deemed delivered (a) if sent by email or fax, when receipt is confirmed by electronic communication media or indication that message has been clearly received; or (b) if sent by registered letter, registered or certified air mail, postage prepaid and return receipt requested, three(3) days after mailed.
18. Severability. If any provision in this Term of Use (or a portion thereof) is deemed invalid, illegal or unenforceable, the legality and enforceability of the other clauses of this Term of Use will not be affected or otherwise impaired thereby.
19. Waiver. Failure or delay by either Party to exercise its rights set forth hereunder shall not be deemed to be waiver or novation thereof and shall not affect any subsequent exercise of such right.
20. Entire Agreement. The Parties further agree that this Term of Use constitutes the entire agreement between the Parties and replaces and incorporates any previous negotiation, communication, understanding and correspondence exchanged between them, orally or in writing, in regard to the subject matter of this Term of Use. No supplement, addendum, modification or amendment to this Term of Use will be binding upon the Parties unless in writing and signed by a duly authorized representative of each Party.