Miniclip – Terms and Conditions for Game Submissions
This document describes a contract between you ("you", the "Developer") and Miniclip SA, a société anonyme incorporated in Switzerland (Company No. CH-645-4103964-1), having its registered office at Faubourg de l'Hôpital 18, 2000 Neuchâtel, Switzerland ("We", "Miniclip"). Please read this Agreement before submitting the Game Submission form (the "Submission Form").
In submitting the Submission Form, you provide your acceptance of these terms and conditions which forms the contract between you and Miniclip (the "Agreement"). You may not submit the Submission Form or enter into this Agreement if you are (a) not of a legal age to form a binding contract with Miniclip; and/or (b) any law or regulation in your place of residence prevents you from entering into this Agreement. You should print off or save a local copy of these terms and conditions for your records.
Miniclip reserves the right to make changes to the terms and conditions from time to time, for example to address changes to the law or regulatory changes or changes to functionality offered through the Site (as defined below). We therefore recommend you look at these terms and conditions regularly to check for such changes. Recitals
- Miniclip operates a website providing online games and applications, located at www.miniclip.com (together with all related sub-sites thereto, the "Site").
- The Developer owns all Intellectual Property Rights (as defined below) in certain digital game(s), as specified in the Submission Form ("the "Game(s)").
- The Developer wishes to license the Game(s) to Miniclip for publication on the Site.
1. Licence, Intellectual Property 1.1.
- "Confidential Information" means all non-public information including, without limitation, the terms of this Agreement, any information relating to the business, products, affairs and finances of Miniclip or relating to its service, games (including relevant code/software), processes, know-how, users, suppliers, agents or distributors, which the Developer knows or ought reasonably to know to be confidential, and whether in written, electronic, visual, digital or other tangible form.
- "Intellectual Property Rights" means all vested, future and contingent rights to patents, inventions, copyright and related rights, trademarks, logos, branding, trade names and domain names, rights in get-up, rights in goodwill, unfair competition rights, rights in design, rights in computer software, mask works, database rights, rights in Confidential Information (including know-how and trade secrets), the right to sue for damages and other remedies for any infringement of any of the rights listed in this clause and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply for) and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist, or will subsist, now or in the future, in any part of the world.
In submitting the Submission Form, for valid consideration (the sufficiency of which is hereby acknowledged by the Developer), the Developer grants to Miniclip and its affiliates a non-exclusive, perpetual, worldwide and royalty-free licence to the Game(s) and all Intellectual Property Rights (defined below) therein, to advertise, promote, host, publish and display the Game on the Site. 1.2.
The Developer acknowledges and agrees that this Agreement does not grant Developer any right to use any trademarks or trade names or any other Intellectual Property Rights of Miniclip or its affiliates. All such marks shall remain the property of the respective owner. Other than permitting Miniclip to host the Game(s) on the Site, the Developer shall refrain from any action or communication that can be interpreted as indicating a cooperation or partnership arrangement between Miniclip and Developer. 2. Developer Responsibilities 2.1.
The Developer shall use reasonable endeavours to ensure that (a) the Game(s) are error and bug-free and free of viruses, Trojan horses, malware or other malicious software or codes having a similar effect or intent; (b) the Developer responds promptly to customer support requests from players; (c) to the extent the Game(s) are hosted by the Developer, the Game(s) remain available to players at all times; and (d) the Developer complies with any reasonable requests made by Miniclip. 3. Miniclip Responsibilities 3.1.
Subject to Miniclip determining in its sole discretion that the Game(s) are suitable to be made available on the Site, Miniclip will determine the date for release of the Game(s) on the Site and notify the Developer of such date via e-mail. For the avoidance of doubt, submission of the Submission Form does not guarantee that Miniclip will display the Game(s) on the Site. 3.2.
Miniclip may, at its sole discretion, choose to use its servers to host the Game(s). In such circumstances, the Developer agrees that Miniclip does so with no liability, responsibility or commitment whatsoever. 4. Term and Termination 4.1.
The term of this Agreement shall become effective as of the date the Developer submits the Submission Form. It will continue to apply until terminated by either Miniclip or the Developer as specified within this clause 4. 4.2.
Miniclip may immediately suspend or terminate this Agreement at any time without notice. The Developer may terminate this Agreement at any time by written notice to Miniclip requesting the withdrawal of the Game(s) from the Site, and Miniclip shall have a period of 30 days from receipt of such notice to remove the Game from the Site. 4.3.
On termination of this Agreement, all licenses granted hereunder shall immediately and automatically terminate and Miniclip shall, within a period of 30 days from termination, cease all use of all Game(s) assets, the Game(s), and Intellectual Property Rights therein. 5. Data Protection 5.1.
The Developer shall ensure that the Game(s) and all processing of players' personal data complies with all applicable data protection laws and regulations from time to time. 5.2.
The Developer represents, warrants and undertakes to Miniclip that:
- it is the sole legal and beneficial owner or lawful licensee of the Game(s) and all Intellectual Property Rights in or arising out of the same;
- the Developer's entry into and performance under this Agreement will not constitute a breach of any existing agreement, written or oral, by which the Developer is bound;
- an exercise of any rights granted to Miniclip under this Agreement will not infringe any third party's Intellectual Property Rights, statutory or common law rights of any third party;
- no third party claims subsist over any part of the Game(s) or Intellectual Property Rights in or arising out of the same;
- the Game(s) does not contain any racist, sexist, offensive, insensitive or unsuitable content;
- the Game(s) does not contain viruses, Trojan horses, malware or other malicious software or codes having a similar effect or intent; and
- the content of the Game(s) shall comply with all applicable laws and regulations from time to time.
At the request of Miniclip and at the Developer's own expense, the Developer shall provide all reasonable assistance to enable Miniclip to resist any claim, action or proceedings brought against Miniclip relating to this Agreement and/or the Game. The Developer agrees to defend, indemnify and hold harmless Miniclip, its parents, subsidiaries, affiliates, employees, officers, directors, representatives and/or agents from and against any and all claims, damages, suits and/or costs including, but not limited to, reasonable attorneys' fees in connection with and arising out of (a) any breach by the Developer of his warranties and/or obligations under this Agreement; (b) any action brought against Miniclip based on a claim that the Game or any part thereof infringes any Intellectual Property Rights of any third party; or (c) as a direct or indirect result of any negligent act (including negligent statements) or omission which may be made by the Developer. 7. Limitation Of Liability 7.1.
Submitting your game to Miniclip.com is at your sole risk. The game submission tool on the Site is provided on an "AS IS" and "AS AVAILABLE" basis. The Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. 7.2.
Miniclip its subsidiaries, affiliates, and its licensors do not warrant that (a) the Site will function uninterrupted, secure or available at any particular time or location; (b) any errors or defects will be corrected; (c) the results of using the Site will meet your requirements. 7.3.
The Developer represents, warrants and undertakes to Miniclip that in no event shall Miniclip, nor its directors, employees, partners, agents, shareholders, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from any breach of this Agreement or any rules or regulations in respect of this Agreement by Miniclip. 7.4.
The Developer expressly acknowledges and confirms that no monetary payment is due by Miniclip to the Developer under this Agreement. 8. Confidentiality. 8.1.
Each of the Parties shall treat as confidential all information originating from the other Party which qualifies as Confidential Information. Neither Party shall disclose Confidential Information save as may be required by law or as necessary to perform the obligations under this Agreement. Within 30 days of the termination of the Agreement, each Party will return all Confidential Information to the rightful owner; to the extent this is reasonably possible. 9. General 9.1.
Miniclip and the Developer enter into this Agreement as independent contractors. Nothing in this Agreement shall or operate to give, grant or permit the Developer any authority to assume, create, or expand any obligation or commitment on behalf of Miniclip nor shall the Developer represent itself as having the authority to bind Miniclip in any manner whatsoever. 9.2.
This Agreement, together with any documents referred to in it (if any), constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof, and supersedes any previous agreements, or understanding between the Parties, oral or written, with respect to such subject matter (which shall be deemed to have been terminated by mutual consent). 9.3.
If any provision in this Agreement is held to be illegal or unenforceable, no other provision of this Agreement will be affected. 9.4.
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties. 9.5.
Failure or delay on any occasion by Miniclip to enforce any term or condition of this Agreement will not prevent or bar enforcement on any other occasion. 9.6.
The Developer shall not, and shall not purport to, assign, transfer, sub-contract or in any other manner make over to any third party the benefit and/or the burden of this Agreement without the prior written consent of Miniclip. 9.7.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably agrees to submit to the non-exclusive jurisdiction of the competent court in London, England over any claim or matter arising under or in connection with this Agreement.