Partnership anlaşması

This is an agreement between IDC Games (and its affiliates, hereinafter jointly “IDC”, “we” or “us”) and you (if registering as an individual) or the entity you represent (if registering as a business) (hereinafter “Developer/Publisher” or “you”). Please carefully read the whole document before indicating your acceptance of it.

  1. Structure of Agreement. This agreement (the “Agreement”) includes the body of the agreement below, all exhibits to this agreement (“Exhibits”), and the eventual additional policies that we might approve and submit to you (together, the “Platform Policies”) regarding the distribution of developers’ works through our online gaming Platform (the “Platform”).
  2. Representations and Warranties. By accepting this Agreement you represent, warrant and covenant that:
    • a. You are at least the legal age of majority and that you are able to form a legally binding contract in your jurisdiction;
    • b. You have the full right, power, and authority to enter into and fully perform this Agreement. If you act on behalf of a business or other legal entity, then you represent that you have all necessary legal authority to bind that business or entity to this Agreement;
    • c. You or the business or entity you represent have all necessary governmental licenses and permits to enter into and fully perform this Agreement, and are and will continue to be up-to-date with your tax and social insurance obligations.
  3. Confidentiality. You will: (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill your obligations under this Agreement; and (c) either destroy or return all such information to us promptly when the Agreement terminates (and, upon request, confirm such destruction in writing). This paragraph covers all confidential information regardless of when you receive it.
    Confidential information shall mean the terms and conditions of this Agreement and all other non-public information that we designate in writing as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential, including without limitation all tangible materials (e.g., written or printed documents and computer disks or tapes) containing such information. Confidential Information may include, without limitation, information relating to released or unreleased products or services, marketing or promotion of any product, business policies or practices, personnel, customers or suppliers, business and financial information, pricing and sales information, technology, computer programs, unpublished works of original authorship, trade secrets, or information received from third parties.
  4. Amendments. We reserve the right to change this Agreement at any time in our discretion. We will give you notice of the changes by posting an updated version of this Agreement online and submitting it to you by e-mail at the address indicated by you at the relevant exhibit or online registration form. Changes will be effective 30 days after we notify you of them, unless we specify a different effective date when we make a particular change. Your continued participation in the Platform after changes to this Agreement take effect will be deemed your acceptance of the changes. If you do not agree to a change, you must stop participating in the Platform and terminate this Agreement by giving us written notice within 15 days upon reception of our notice of the change.
  5. Miscelanea. This Agreement may not be amended except in writing signed by both parties or as provided in Section 4 above. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. We may use one or more subcontractors to exercise our rights and perform our obligations hereunder. We will be responsible for ensuring that our subcontractors comply with the applicable portions of this Agreement when performing for us or on our behalf. Our failure to enforce any provision of this Agreement will not constitute a waiver of our rights to subsequently enforce the provision. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent, except that you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of your assets as long as you give us written notice of any such assignment no later than 10 business days before such assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE KINGDOM OF SPAIN, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS OR THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE CIVIL COURTS LOCATED AT MADRID, SPAIN WITH RESPECT TO ANY CLAIMS, SUITS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not give any third party (except where specified) any rights or remedies hereunder. Any notice or other communication to be given hereunder will be in writing and given (i) by us via e-mail or courier to the address indicated on the relevant exhibit, and (ii) by you via e-mail to partners@idcgames.com or by courier to the postal address as we may specify from time to time in the contact section of our website. The date of receipt will be deemed the date of acknowledgement by the recipient (e-mail) or the date of delivery (courier).
  6. Term and Termination. The term of this Agreement (the “Term”) will begin on the date you indicate your acceptance of it and will continue until you or we terminate it. Either party is entitled to terminate this Agreement at any time by giving the other party at least 30 days advanced written notice. Sections I.3 and I.5, and any other provisions of this Agreement that, by their nature, are intended to survive will survive termination. Additionally, either party may terminate this Agreement immediately upon written notice at any time if the other party experiences any of the following events: (a) becomes insolvent, is unable to pay its debts or makes an assignment for the benefit of creditors; (b) files a petition of bankruptcy or receivership; or (c) such a petition is filed by any third party with regards to such party.
  7. Force Majeure. Failure by any party to fulfil its obligations due to labour disturbances, including strikes or lockouts, war, acts of God, fires, storms, flood, epidemic, accidents, governmental regulations, failure of telecommunications vendors or suppliers, or any other cause whatsoever beyond the party’s reasonable control (“Force Majeure”), shall not be considered a material breach of this Agreement. Should however the length of such event exceed 3 (three) months, each party shall be entitled to terminate this Agreement by giving written notice to the other party without indemnity to be due on either side.
  1. License of use of the Platform. During the Term and subject to your compliance with the Agreement, we grant you a non-exclusive, non-transferable and revocable license to use our Platform.
    Our Platform allows end users to register and play the videogames –submitted software applications together with their enhancements, upgrades, updates, bug fixes and patches- in our catalogue and to purchase in-game products or services -products and or services intended to be accessed or used within a videogame (such as additional or enhanced functionality, in-game tools, data, subscriptions, or media content), but made available for sale through the Platform as a separate item from the videogame in which it is intended to be used- (videogames and in-game products jointly, the “Content”).
  2. Prohibited actions. You may not reverse engineer, disassemble or decompile any binary code used in connection with the Platform, nor take any action related to the Platform that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of ours, the end users, or any third party.
  3. Reservation of rights. We have sole discretion to determine all features and operations of the Platform and to change the Platform from time to time. We are responsible for and have sole discretion related to processing end users’ registries and payments, and providing customer service related to our obligations, and we will have sole ownership and control of all sales and other data we obtain from end users in connection with the Platform.
    Subject to the rights granted in this Agreement, you retain all right, title and interest in and to the Content that you submit to us, and we retain all right, title and interest in and to the Platform and all technology, content, information, services, trademarks and other intellectual property used in connection with it. Without limiting the foregoing, each of us recognizes that any uses of the other’s (or its affiliates’) brand features in connection with this Agreement, and goodwill associated with such uses, will inure solely to the party owning such brand features. If you provide suggestions, ideas, or other feedback to us about the Platform, we will be free to exercise all rights derived of such feedback without restriction and without compensating you.
    Confidential information shall mean the terms and conditions of this Agreement and all other non-public information that we designate in writing as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential, including without limitation all tangible materials (e.g., written or printed documents and computer disks or tapes) containing such information. Confidential Information may include, without limitation, information relating to released or unreleased products or services, marketing or promotion of any product, business policies or practices, personnel, customers or suppliers, business and financial information, pricing and sales information, technology, computer programs, unpublished works of original authorship, trade secrets, or information received from third parties.
  4. Disclaimer. THE PLATFORM IS PROVIDED “AS IS”. WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA OR CONTENT, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY HEREUNDER EXCEED THE AMOUNT OF COMMISSIONS DUE AND PAYABLE TO YOU UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING SUCH CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT ENSURE THAT CONTENT SUBMITTED BY OR ON BEHALF OF YOU WILL BE PROTECTED FROM THEFT OR MISUSE, AND WE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE OR OF ANY END USER TO COMPLY WITH ANY TERMS OF USE REGARDING THE PLATFORM OR OTHERWISE.
  1. Submission of Content and product information. By submitting to us any Content you grant us irrevocable rights to copy, store, use and test it free-of-charge for evaluation purposes only. You may choose to submit to us any Content that meets our system requirements, as published from time to time in our Platform Policies, together with a detailed product information -using the form included as Exhibit B or the online form made available in our website-, including the following items: game title, category, developer name, product description, icon/image, language versions, game features, system requirements, and any other information related to your Content that we require.
    In addition, your product descriptions for in-game products must disclose how they are used, if it (a) makes content or services available to end users on a subscription basis (a “Subscription In-Game Product”) or (b) is limited to a specific number of uses or is otherwise intended to be used up or consumed in the course of using the applicable software application or game (e.g., single use items or virtual coins in a game) (a “Consumable In-Game Product”). Your product descriptions for Subscription In-Game Products must disclose the content and services included in the subscription, the frequency with which new content will be delivered during the subscription period (if applicable), and whether or not content delivered during the subscription will continue to be accessible by the end user following the termination or expiration of the subscription (if applicable). Your product descriptions for Consumable In-Game Products must disclose that the product is consumable and how the product is used and consumed in the Game.
    You are responsible for providing accurate product information, and will not make any false, inaccurate, or misleading claims or statements regarding any Content or otherwise mislead end users regarding any Content. If any product information is inaccurate or needs to be updated or modified, you will promptly provide us with corrections, updates, or modifications.
  2. Prohibited actions. You may not reverse engineer, disassemble or decompile any binary code used in connection with the Platform, nor take any action related to the Platform that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of ours, the end users, or any third party.
  3. Representations. By submitting to us any Content, you represent, warrant and covenant that during the Term:
    • a. You are the sole owner of the Content, or have obtained the rights necessary for the granting to us of all rights granted under this Agreement;
    • b. There are no known claims against you or, as the case might be, the developer of the Content, in particular intellectual property rights claims, that would impair your ability to grant the rights granted under this Agreement or perform your obligations under this Agreement;
    • c. Your Content does not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code, and will not cause injury to any person or damage to any property;
    • d. Your Content does not contain any materials that are otherwise unlawful, defamatory or libelous;
    • e. Your Content does not contain in-game advertisements (promotion, product placement and/or references and trademarks relating to sponsorship);
    • f. Your Content does not include open source or other software that is licensed under terms that would bind us to contractual obligations, such as the GNU GPL or similar, or that would require that any of our or third party proprietary software or information be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of permitting modifications or derivative works; (iii) reproduced and/or redistributed (with or without charge); (iv) permitted to be reverse engineered; or (v) used only for non-commercial purposes;
    • g. Your Content may be imported to, exported from, and lawfully used worldwide without the need for us to obtain any license or clearance or take any other action, and your Content is in full compliance with all applicable Laws governing imports, exports and use, including those applicable to software that incorporates or makes use of information security technology, including but not limited to encryption technology; and
    • None of the following will violate any Law; require us to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) any materials embodied in the Content; (iii) the sale, distribution, or promotion of the Content as authorized in this Agreement; or (iv) any notices, instructions or advertising by you for or in connection with any Content.
  4. Integration of Content in the Platform. Once your submitted Content has been evaluated and approved by us, we will provide you with reasonable technical assistance during the process of integration within the Platform (implementing the gateway with our registration and payments service), but you are solely responsible for ensuring your Content functions properly in it throughout the Term, including any future updated or modified version of the Platform.

    You must therefore:
    1. Set up, operate and maintain the Content, assigning all necessary equipment to provide the game services with sufficient processing speed and power, in order to ensure that the server system is generally accessible at all times (excluding necessary maintenance periods) to end users for the playing of the game and purchasing in-game products throughout the Term;
    2. Produce as many patches and updates needed to warrant the full functionality of your Content throughout the Term. In particular, upon receipt of any report concerning bugs or defects (hereinafter, “Errors”), respond to and solve (i) critical Errors (Errors that prevent the Content from running and providing the service to end users) within forty eight (48) hours, (ii) relevant Errors (Errors that disturb the end user’s gameplay and experience) within seventy two (72) hours, and (iii) inconvenient Errors with the next available Patch. In this regard, you must keep an emergency telephone contact available to us at all times (24/7/365);
    3. Implement state-of-the-art anti-hacking systems in the Content software, and cooperate with us in facing incoming attacks and preventing new ones.
  5. Grant of rights.y integrating your Content in our Platform you grant us the following rights during the Term:
    • a. Distribution. You grant us a non-exclusive worldwide license to make your Content digitally available to end users (publishing, distribution, marketing and sublicensing rights) through our Platform.
    • b. Promotion. You grant us a non-exclusive worldwide right to copy, advertise, publicly display, perform, edit and create excerpts from, in any and all digital and other formats, for promotional purposes only, (i) your Content, (ii) the product information, and (ii) all associated trademarks, service marks, trade names, trade dress, slogans, logos and/or designs.
    • c. Additional Rights. Notwithstanding all of the above, we may exercise any ancillary rights relating to your Content that are reasonably necessary to effect the intent of the grants of rights contained in this Agreement. In particular, we may sublicense our rights under this Agreement to third parties for outsourcing purposes (such as affiliated payment providers or advertisers). Nothing in this Agreement restricts us from exercising any right available to us under applicable law or any separate license.
    • d. Press releases. We are entitled to issue a press release related to the integration of your Content in our Platform. Notwithstanding the foregoing, no press release or any public announcement shall identify the principals of yours without your prior written consent, which consent shall not be unreasonably withheld.
  6. Terms of Use.For any Content that you submit and integrate in our Platform, you agree that the provisions of our customer terms of use and privacy policy will apply to the end users’ use of your Content. This notwithstanding, you may submit specific Rules to additionally govern end users’ use of your Content, which will be published in the relevant section of the registry form.
  7. Consumer Protection.You shall be solely responsible for any and all obligations before end users or consumer authorities due to faults attributable to your Content or your breach of the representations, warranties and obligations herein set forth. You shall therefore at all times provide us with any and all assistance needed to reply to end users’ or consumer authorities’ complaints and/or queries, if addressed to us, or promptly reply to them, if addressed directly to you or submitted to you by us, keeping us informed of the results.
  8. Indemnity.You will indemnify, defend and hold us (including any respective officers, directors, employees, affiliates, contractors and assigns) harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any claim relating to your Content, or from any breach of your representations, warranties or obligations set forth in this Agreement (individually, a “Claim,” and collectively, the “Claims”). You will immediately notify us of any Claim relating to your Content, and use legal counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of our defense at your expense (and without limiting your indemnification obligations). You will reimburse us upon invoicing for any payment made by us in respect of any liability related to a Claim.
  9. Termination and survival.If the Agreement is terminated, we will stop distributing your Content as of the date the termination takes effect. However, all indefinite rights to your Content acquired by end users will survive termination.
  10. Intellectual Property Rights.We shall have the right and obligation to use your Content in accordance with and only for the purpose explicitly set forth in this Agreement. We hereby acknowledge and agree that any and all Content submitted to you hereunder and the intellectual property rights related thereto, excluding any third party’s intellectual property rights, shall exclusively belong to and be owned by you. The title and ownership rights in and to the Content, and all intellectual property rights therein or associated therewith shall remain with you. Nothing contained herein, nor the exercise of any rights granted to us hereunder, shall be construed as granting us title to or ownership of the Content or any part or aspect thereof.
    Likewise, you hereby acknowledge and agree that any and all elements, technologies and contents of our Platform, the promotional materials produced by us based on your Content, and the intellectual property rights related thereto, and excluding any third party’s intellectual property rights, shall exclusively belong to and be owned by us. In particular, you hereby acknowledge and agree that all data and data files in our servers, including but not limited to the user files which are recorded and stored on our user database, and the billing data, which is generated and stored on our billing server during operation of your Content, and the content of related documentation, are our sole and exclusive properties, and that we claim all intellectual property rights thereto granted by or available under the applicable law. Title and sole ownership rights in and to such data and all intellectual property rights therein or associated therewith, will remain with us, who will have the exclusive right to protect the same.
  1. Commission.Beginning on the date we first receive revenue from the distribution of your Content to end users, we will pay you monthly a commission (“Commission”) of 70% of the Net Revenue -as defined below- obtained.
    A Commission is due only for sales for which we have received final payment from or on behalf of an end user. If Content is purchased using a credit card or bank account deduction mechanism, final payment will be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase.
    In this Section, Net Revenue shall mean Gross Revenue after the deduction of consumption taxes (such as sales or value-added taxes, received from end users for payment to tax authorities), any local special taxes applicable to the provision of the service to end users (such as e-commerce taxes), third-party fees (such as payment service providers), bad debt expenses, fraud payments, chargebacks and refunds over a particular period. Gross Revenue shall mean any and all revenue actually received by us arising from or related to purchases by end users of your Content, by means of prepaid card purchases, credit cards, PayPal, or other methods integrated within our Platform.
  2. List Price.The “List Price” for a Content is the suggested minimum price you set for acquiring an end user license to use the game or in-game product (including any similar edition, version or release). We have sole discretion however to set the final retail price (the “Final Price”) and other terms on which we sell end user licenses to that game or in-game product, including the currencies in which we make that product available for sale. Final Prices are inclusive of any VAT or similar taxes included in the purchase price displayed to end users, but those taxes are excluded from the Final Price for Commission calculation purposes. For example, if the Final Price for your product is €1.15 and we display prices to an end user inclusive of 15% VAT, the Final Price for Commission calculation purposes for a sale to that end user is €1.00.
  3. Payment Terms.Approximately 30 days after the end of the calendar month in which the applicable sales are made, we will make available to you a report detailing sales of your Content and corresponding Commissions. Subject to the receipt of a valid tax invoice, we will pay you the Commissions detailed on the relevant report. All payments will be made via wire transfer to your designated account, in the currency in which the Content was sold or other payment currency as decided by us. If we pay you for a sale in a currency other than the currency in which the sale was made, we will convert the Commission from the currency in which the sale was made to the payment currency at an exchange rate that we or our bank determine, which may include fees and charges for the conversion. We are entitled to accrue and withhold payments, without interest, until the total amounts due to you (net of any tax withholding or deduction, as further described below) exceed the minimum payment threshold of €500. Depending on the country where you are located, we may require you to provide us with information for a valid bank account in your name for receiving payments and, if you do not provide that information, we may withhold payments, without interest, until you do so and deduct a payment processing fee of €50. You may not maintain any action or proceeding against us with respect to any report or payment unless you commence that action or suit within 6 months after the date the report or payment was due. If we pay you a Commission on a sale and later issue a refund or credit to the end user for such sale (or receive a chargeback related to the sale), we may offset the amount of the Commission we previously paid you against future Commissions or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to us. We may also withhold and offset any sums you owe to us against amounts that are payable to you. If a third party asserts that you did not have all rights required to make available a Content to us, if we determine that you may be in breach of this Agreement, or if we have other claims against you, we are entitled to hold all Commissions pending resolution of such issue. When this Agreement terminates, we may withhold all Commissions due for a period of three months from the date they would otherwise be payable, in order to ensure our ability to offset any end user refunds or other offsets to which we are entitled.
  4. Sales information.Subject to our privacy policy, applicable laws and any other third party confidentiality obligations, we will provide you with ongoing sales stats (non-personally identifiable sales and activation data) related to your Content through a dedicated online access to our system. You will ensure that any password needed to access our system is treated as Confidential Information, and agree that you will be responsible for any use that is made of that password.
    If you have a good faith and reasonable belief that we have not provided accurate information and owe you payment under Section IV.1 as a result, then you may, upon describing in detail the basis for your reasonable belief and providing objective evidence indicating that we have underpaid, request additional, supporting documentation from us to verify the sales information. If the matter remains unresolved, we shall then attempt in good faith, for a period of not less than 30 days to resolve any dispute related to any statement or payment challenged by you. If such dispute remains unresolved, you may then, at your expense, hire a nationally recognized, third-party accounting firm, on a non-contingency fee basis, to inspect, audit and make copies and summaries of and take extracts from, those portions of our records pertaining to payments due under Section IV.1. Any audit must take place during our normal business hours. An audit may not be performed more than once every 12 months, and no record may be audited more than once. If an audit reveals any under-reporting of any payment due to you, we shall promptly pay you the under-reported amount. If an audit reveals that we have under-reported any payment due to you by five percent or more for the relevant audit period and that is no less than €1,000, then in addition to the payment of the appropriate amount due to you, we shall reimburse you for reasonable third-party audit costs.
  5. Taxes.We are responsible for collecting and remitting any taxes imposed on our sales of Content to end users. You are responsible for any income or other taxes due and payable resulting from any payments to you. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. We maintain the right, however, to deduct or withhold any applicable taxes that we may be legally obligated to deduct or withhold from amounts due, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you. We shall withhold at the maximum jurisdictional rate until we receive the relevant tax residency certificate entitling you to a Double Taxation Convention benefit. You shall cooperate with us in the filing and submission of any tax documents necessary to collect, remit and/or reduce such taxes or withholdings.