Yandex Publishing License Agreement
This license agreement ("Agreement") may be made between any individual, legal entity or an individual entrepreneur (except tax resident of Russia or Belarus Republic), on behalf of which Games are provided to Direct Cursus Technology L.L.C. and its affiliates, with its registered address at UAE, Dubai, Trade Center Second, The Offices 5, Unit No. FLR06-06.04-1 ("Yandex").
In addition to this Agreement, the following documents shall apply to the relations between Yandex and the Developer to the using the game console and Partner Interface 1) Yandex Terms of Service available at https://yandex.com/legal/termsofservice, and in part of processing of personal data 2) the Privacy Policy available at https://yandex.com/legal/confidential
TAKING INTO ACCOUNT THAT (all capitalized terms have the meaning further defined un the Terms and Definitions below)
A. Yandex is a group of companies that owns various Yandex Game Services on which Developers wish to publish their Games.
B. Yandex has extensive opportunities to distribute Games on third party platforms around the world.
C. Developers wish to utilize Yandex's capabilities without involving in the process of game distribution for focusing on developing, improving and maintaining the Games and to increase their profits.
IT IS AGREED as follows
TERMS AND DEFINITIONS
"Accompanying materials" or "Materials" means (i) trademarks, logos and other identifying and distinctive designations used by the Developer for the purposes of individualization as the Copyright Holder of the Game, icons and images identifying the Game; (ii) materials about the Game; (iii) other materials provided by the Developer to Yandex for use in advertising and promotional materials about the Game and/or about a Yandex Games Services.
"Affiliate" means any legal entity or individual directly or indirectly controlled by, or controlling, or under common control with, a Party, where 'control' means the ability to directly or indirectly influence the decisions taken by such legal entity or individual, including through participation in its share (charter) capital, by contract or otherwise, including through the ownership of more than 50% of voting shares/participation interests in its share (charter) capital , the ability to exercise direct or indirect control over the majority of the votes at general meeting of members or other superior governance body of such person and/or appoint the majority of members of the board of directors or supervisory board of such.
"API" means a set of procedures and functions of Yandex services providing for its embedding in a Game so as to ensure its compatibility with the capabilities of Yandex services and such Game's connection to the Authorization System and the Payment Registration System.
"Authorized Addresses" mean (i) on the Developer’s part: the email address, provided in the Partner Interface; (ii) on the Yandex part: any email addresses, using the @yandex-team.xx domain name, where .xx can be any top-level domain (.ru, .com, etc.).
"Authorization System" means a suite of hardware and software of Yandex and/or its Affiliate allowing the User to access the Game Servers and the Game Account.
"Copyright Holder" means the owner of the exclusive rights to the Game.
"Developer's Guide" means requirements for games which may be placed on some particular Yandex Games Services
"Device" means any device of the User capable of accessing a Yandex Game Services and/or on which a Game can be installed and/or played.
"Fraudulent Payments" means any payments made in violation of the applicable laws and/or the Agreement, and payments received from artificially created user profiles (bots).
"Game(s)" means software application(s) (including all updates and upgrades and Game Materials) to be provided by the Developer to Yandex in order to execute and perform this Agreement, the Developer shall either be the Copyright Holder of the Game or shall have been granted all required authorizations and rights in respect of the Game.
"Game Account" means a record to be created by the User on the Game Server containing data on the Game usage by the User as required to play such Game.
"Game Materials" means any and all artistic elements of the Games submitted by the Developer, including, without limitation, any and all images, 3D models, 3D files, textures, level plans (map/arena/ring images), animated files, maps, sketches, pictures, design documents, and image, text, video and audio files that are part of the Game or that use its core elements, including sounds, voice records and effects, and music.
"Game Servers" means a suite of hardware and software tools required to maintain the Game in working order and allowing the User to play the Game. The Game Servers shall be owned either by the Developer or the Copyright Holder.
"Non-activated data and commands" means in-game virtual values including in-game currency which provide the User with game advantages and additional features provided by the Game scenario.
"Open-Source License" means an open-source license, a statement granting anyone the right to use the associated intellectual deliverables on a royalty-free basis, or any other form of a license agreement or the rightholder’s volition aimed at free distribution and use of the associated intellectual deliverables without any additional approval by or payment to the rightholder, including, but not limited to GNU GPL, GNU LGPL, GNU AGPL, MIT, Apache, BSD, MPL, EPL, CDDL, ODbL, Creative Commons.
"Partner Interface" means an interface for interaction between the Developer and Yandex where the Developer can fill in a questionnaire specifying its details, select a payment currency and perform other actions as provided by the interface functionality.
"Party" means any of the Parties hereto: the Developer or Yandex.
"Payment" means the amount of Portal currency debited from the User's portal account for granting him the rights to use non-activated data and commands in order for the User to receive gaming advantages and additional features provided for by the Game scenario.
"Payment Registration System" means a suite of hardware and software tools of the Payment Systems allowing Yandex to keep track of incoming payments made by Users through the Payment Systems.
"Payment System" means credit institutions and/or mobile communications operators and other legal entities involved in the acceptance and transmission of Payments under agreements entered into with Yandex.
"Portal Currency" means the virtual currency of any Yandex Game Services, intended exclusively for use on any Yandex Game Services in order to obtain rights to use non-activated data and commands.
"Revenue" means the total amount of actually received license Payments from Users in the Reporting Period, less any applicable taxes, acquiring fees, app store fees, Fraudulent Payments, as well as cancelled, erroneous and/or reclaimed payments.
"Report" has the meaning provided in the Clause 6.5 of the Agreement.
"Reporting Period" means a calendar month.
"Yandex Game Services" means any platforms owned or operated by Yandex or its Affiliate and on which Games are published or any platforms owned or operated any third party where Yandex wants to distribute Games.
"User" means any individual user who gains access to the Game for his/her personal use (not for distribution or publishing).
"User's Portal Account" means a virtual account of the User on any Yandex Game Services, on which the portal currency purchased by the User and / or credited by Yandex and/or its Affiliate in accordance with the terms of the license agreements with Users is displayed.
The headings of this Agreement are for convenience of reference only and shall not affect interpretation of this Agreement.
Words in the singular shall include the plural and vice versa.
A reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to writing or written includes email.
References to a document in agreed form are to that document in the form agreed by the parties and initialed by or on behalf of them for identification.
Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1. LICENSE
1.1. You hereby grant to Yandex a nonexclusive, worldwide, and royalty-bearing license to use Your Game by any methods of use during the term hereof, including to reproduce (including on the Game Servers), copy, distribute (offer and grant a license to Users to play the Game and the right to accept Payments), publicly display, publicly perform, modify and make the Game available to the general public, and also to advertise, promote and sublicense the Game on the terms provided for herein. You shall be solely responsible for obtaining all necessary rights from all copyright holders to grant this license.
1.2. You shall be and remain the holder of all rights and interests in respect of Your Game, including, but not limited to, all intellectual property rights pertaining thereto, such as copyrights, patents, and rights in trademarks and trade secrets. Nothing in this Agreement shall operate to transfer any of the aforementioned rights.
1.3. You hereby grant to Yandex a nonexclusive, worldwide, and royalty-free license with the right to sublicense the use of Accompanying materials as well as Your Game’s characters within the term hereof by way of their placement, copying, reproduction, public display, creating derivative works, making available to the general public on the Internet and on User Devices in order to identify you as the Copyright Holder of the Game and in advertising and promotion materials relating to the Game Services (on online and offline sites).
1.4. Publication by the Developer of any references to Yandex, informing third parties or the general public about the fact and/or details of the cooperation between the Parties shall be carried out exclusively with the prior written consent of Yandex, except for the cases when such disclosure and/or provision and/or transfer of the relevant information is mandatory in accordance with applicable law. The use of Yandex logo shall be allowed only in accordance with the terms and conditions specified in the Yandex consent, and in case of its absence, in accordance with the terms and conditions posted at https://yandex.ru/company/rules/logotype. Yandex may withdraw its consent at any time, and the Developer undertakes, unless otherwise provided by Yandex consent, to stop publishing/reporting the information about cooperation with Yandex within one (1) calendar day from the date of receipt of the relevant notice.
1.5. Advertising restrictions. You may place Yandex and/or its Affiliate advertisements or promo codes in Games on the basis of a separate agreement to be executed with Yandex and/or its Affiliate. You shall not place, make displayed or include any advertisements or promo codes, other than those of Yandex and/or its Affiliate into any of the Games and/or any materials associated therewith by any technical means. Yandex reserves the right to remove Your Game from a Yandex Game Services and/or terminate this Agreement if Yandex becomes aware of your failure to comply with this Clause 1.5.
1.6 Platform and locations restrictions. If You wants to publish his Games on specific Yandex Game Services owned by Yandex or You want that Yandex promoting or targeting your Games in some specific locations or countries such as European Union, You may need to accept a separate agreement for the developers of Yandex Game Services or separate agreement about targeting or promoting Your Game in some specific locations or countries and follow its terms and condition. If You do not agree to the requirements for some specific services, locations and countries, Yandex may not independently publish Your Games on such Yandex Game Services or locations or countries, which does not prejudice Yandex's other possibilities to use the Game provided by this license.
1.6.1 Terms of Use of Yandex.Games Platform for Developers is available https://yandex.com/legal/yandexgames (Yandex.Games Platform is available worldwide except European Union).
1.6.2 Additional Agreement on Targeting and Promotion of the Games in the European Union is available at https://yandex.com/legal/gamesforeurope
1.6.3 If You agrees with this separate agreements, they become an integral part of this Agreement.
1.6. API. The Parties shall cooperate to connect the API to the Game and to connect the Authorization Systems and the Payment Registration Systems.
2. DEVELOPER ACCOUNT
2.1. In order for the Game to be used by Yandex, You must have an active account and be registered with the game console at https://games.yandex.com/console. Such account will allow You to view and modify Your profile, information about Your Game and perform another actions provided by such account.
2.1.1. You must provide valid information in your Yandex profile, including Your email address, corporate name, VAT and/or any other tax identifier, addresses, country, website, email address for orders, email address for user support and email address for emergency support (to be used by Yandex only), and any other information as may reasonably be required by Yandex (for example, phone and fax numbers, your contact person details, etc.).
2.1.2. You must furnish to Yandex Your valid bank details to be used by Yandex to transmit to you the license fee for the right to use the Games.
2.2. The Game must be entered with the use of a Yandex login that You shall embed in the Game using Yandex's official API.
2.3. Your Game must be accompanied by the following information: its name, detailed description, brief description (which, if unavailable, can be generated by Yandex), instructions, directory shortcut (which, if unavailable, can be generated by Yandex), images (screenshots), platform data and other technical requirements, version (if any), category, terms of distribution, keywords, classification (for example, if not recommended for Users of certain ages and/or otherwise), status (active/inactive), serial numbers (if no serial number generation form is selected), build and a description thereof (name, version, platform, device, language, file formats, compatibility), etc. Your Game shall meet the requirements for the Game set out in the Developer's Guides or rules of particular Yandex Games Services.
2.4. You shall solely be liable for the accuracy, correctness and validity of the information that You Provide to Yandex and Users.
2.5. Yandex shall be entitled to unilaterally make changes to the information listed in clause 2.3. of the Agreement in order to ensure that it meets the requirements for the Game as set out in the Developer's Guide, as well as to translate the said information into other languages.
2.7. You must submit Your Game, Accompanying materials and other information in such format, by such means and with the use of such delivery tools as prescribed by Yandex.
2.9. You shall solely be liable for any classification, categorization or characterization of Your Game (including, without limitation, for sensitive content or for any Games not recommended for Users of certain ages) in accordance with applicable law. In any event, Yandex shall not be liable for Your Game classification, categorization or feature; provided, however, that, notwithstanding the foregoing, Yandex may at its own discretion reclassify or recategorize the Game or assign any other characterization factor thereto.
3. REQUIREMENTS TO THE GAMES
3.1. Prohibited Games. You may not seek to provide Yandex any Games or any Materials related thereto that are in breach of any policies of Yandex or that:
3.1.1. in any manner block, disable or damage any Device, software, network or personal data of any User or allow for unauthorized access to any Device, software, network or personal data of any User, Yandex, Yandex's affiliates, partners or any other third party, including, inter alia, any Game that transmits viruses, worms, malware or spyware;
3.1.2. contain any illegal content, child pornography, obscenities, nudity, sexual activity, extremist materials, any materials inciting hatred or violence, offensive, discriminatory or any other materials the distribution of which is prohibited or restricted in accordance with applicable law;
3.1.3. illegally process private and confidential information of individuals;
3.1.4. violate, or contain links to a website that violates, any intellectual property rights, including copyright, trademarks, patents, know-how or any other third-party intellectual property rights;
3.1.5. promote online gambling, including, inter alia, online casinos, sports betting and lottery services;
3.1.6. mimic the functionality or warnings of a User's operating system or other applications;
3.1.7. facilitate, promote, support or otherwise allow for the making or processing of payments by a User within the Game through the use of any tool or method other than those provided by Yandex;
3.2. Limitations on promotional activities. You may not run contests, tournaments and/or other promotional activities on or through Your Game without the prior approval of Yandex that involve the winning of real money or prizes that are not in-game prizes, such as real life prizes, subscriptions, external content, cash equivalent prizes and others. You may also not, without the prior approval of Yandex, engage a third party to perform the activities described in this clause.
3.3. Fraud increasing Revenue. You are forbidden to use any artificial means and methods for increase in Revenue, including manipulating the value of Non-activated data and commands, extorting Portal currency from Users, or forcing Users to make Payments for purposes other than acquiring the right to use Non-Activated Data and Commands and to receive payments from artificially created user profiles (bots) and/or creating them to receive Payments. You understand and agree that all Payments received using the means and methods referred to in this paragraph shall be treated as Fraudulent Payments and shall not be included into your Revenue.
The use of the means and methods set out in this clause shall constitute a serious breach of this Agreement and be a basis for removal of Your Game and/or termination of the Agreement with You.
4. SUPPORT AND MAINTENANCE
4.1. You shall be liable for any support and maintenance services related to Your Game. Your shall solely be liable for Your Game, its quality and characteristics, the accuracy and completeness of the information that You provide to Users, for any express or implied product warranty, support, maintenance and other Game-related obligations, for communication with Users and for handling any User claims and requests in respect of Your Game.
4.2. You agree to provide email and telephone support to Users, specify Your name, address, email address or telephone number of the support services in a place within Your Game and respond to Users' questions related to the Game within Five (5) business days.
4.3. If You become aware of any serious defect in Your Game, You shall promptly advise Yandex thereof.
4.4. Yandex shall not be obliged to offer Users any support or maintenance services in respect of Your Game, provided that Yandex may (but shall not be obliged to) consider User claims.
5. REPRESENTATIONS AND WARRANTIES. INDEMNIFICATION
5.1. Your representations and warranties. You represent and warrant that:
5.1.1. You have all powers, legal rights and competence to sign this Agreement and perform Your obligations hereunder;
5.1.2. the information that You provide to Yandex hereunder is true and accurate;
5.1.3. Your Game as is and subject to any subsequent updates complies with this Agreement hereof;
5.1.4. The Game does not contain any advertising and no advertising code except for Yandex advertising placed by You;
5.1.5. any information provided by You to Yandex and Users is true, accurate and valid;
5.1.6. the Game is safe, has no defects in design and operation and complies with all applicable laws and requirements;
5.1.7. if the Game includes any software licensed under the terms of an Open-Source License containing the requirements: (a) to disclose or make available to any third party any elements of items derived from such Game; (b) to distribute and/or make publicly available, without charge, reproductions or copies of items derived from such Game; and/or (c) to grant the rights to modify or reprocess items derived from such Game free of charge and/or to an indefinite range of persons;
5.1.8. The Developer is either the Copyright Holder of the Game or have been granted all the rights in respect of the Game and its components required to execute and perform this Agreement, including, without limitation, the source code of the Game and other objects necessary for the correct operation of the Game, and any other materials and intellectual property included into the Game by or as instructed by the Developer, Accompanying materials and has all rights and authorizations to grant to Yandex the license to use the Game and Accompanying materials as hereby provided;
5.1.9. the use by Yandex of the Game and the Accompanying materials as provided for herein does not infringe upon any third party rights.
5.1.10. You shall use User Data in full compliance with the Privacy Policy and the provisions of applicable personal data laws, and only to the extent specified in paragraph 10 of this Agreement.
5.2 Yandex does not warrants or represents about possible profits of the Developer or about any action by Yandex to exercise any of the rights granted by this license.
5.3. Except as expressly provided for herein, neither You nor Yandex make any representations and warranties and each Party expressly disclaims any other representations and warranties, express or implied.
6. LIABILITY
6.1. EXCEPT FOR INTENT OR SECTIONS 6.2 AND 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR THE LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOST REVENUE OR PROFITS) OR FOR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL,PUNITIVE DAMAGES OF THE OTHER PARTY (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.
6.2. Nothing in this Agreement shall limit or exclude either Party’s liability for:
- Death or personal injury caused by negligence;
- Fraud or fraudulent misrepresentation; and
- Any liability which cannot legally be limited or excluded.
6.3. Subject to clause 6.2, in no event shall Yandex's total aggregate liability in respect of all claims arising out of or in connection with this Agreement exceed USD/EUR 1500.
6.4. If the Law of some jurisdiction which might be applicable to the Parties’ relationships under this Agreement does not allow to limit the Parties’ liability in the way provided in clauses 6.1 or 6.2, then the Parties’ liability under this Agreement shall be limited to the smallest amount permissible by applicable Law.
6.4. You shall solely be liable for any claims, actions, suits, proceedings, liabilities, damages, losses, costs and expenses in connection with or relating to Your Game, including for breaches of any third-party rights, contracts or any applicable law.
6.5. Payment of liability shall not relieve the Parties of their obligations hereunder.
6.6. If Yandex using the Game and/or Accompanying Materials has led to an action, suit, claim or demand of a third party and/or order from state or municipal authorities against Yandex alleging the violation of third parties rights and/or applicable legislation, the Developer shall immediately upon Yandex request provide Yandex with all information, regarding the Game, assist Yandex in the settlement of such action, suit, claim, demand or order, as well as reimburse all Yandex losses (including court costs, amounts of losses paid in favor of third parties, compensations and/or amounts of fines paid) incurred by Yandex as a result of the of such action, suit, claim, demand or order.
6.6.1. The Parties have agreed that the amount of the Yandex reimbursable losses upon in case the grounds for compensation arise shall be equal to the amount of the claim of the relevant state body and/or a third party, confirmed by a court decision or a competent state body that has entered into force, or a settlement agreement approved by a court decision.
6.7. In each case the Parties shall consider the amounts of the Yandex reimbursable losses as sufficient, fair, mutually agreed and proportional to the negative consequences incurred by Yandex in the event of the grounds for reimbursement.
7. INDEMNIFICATION
7.1 You shall defend, indemnify and hold harmless the Yandex, its Affiliates and their respective managers, shareholders, providers, licensors and employees against claims, actions, losses, damages, costs, charges, or expenses including reasonable attorneys’ fees brought or made against the Yandex arising out of or resulting from:
(a) the any breach of the Agreement including disinformation, violation of any warranties and representations, disclosure or unauthorized use of confidential information,
(b) alleging any infringement of (i) any third party’s trademark, copyright, patent or other intellectual property right in or related to of the provision of or in connection with the Games hereunder, except cases when such alleged infringement arises solely from a breach of the Agreement by the Yandex;
(ii) applicable laws, made by the Yandex, as the consequence of the Your violation of the Agreement.
7.2. In each case the Parties shall consider the amounts of the indemnification of each Party as sufficient, fair, mutually agreed and proportional to the negative consequences incurred by the respective Party in the event of the circumstances indicated in the Sections 7.1 hereof.
8. FEES AND PAYMENT
8.1. In consideration for the license to use the Game, Yandex shall pay to the Developer a license fee of Fifty percent (50%) of Revenue received by Yandex and/or its Affiliate (excluding VAT, if any) in the Reporting Period. The percentage of Yandex Revenue paid to the Developer as a license fee may be reviewed in exceptional cases. The final amount of the license fee, based on the applicable percentage of Revenue, is indicated in the Report for the corresponding Reporting period.
8.2. The Parties acknowledge that for the purposes of the Agreement, in particular, for the purpose of calculating the license fee, only data from Yandex automated information accounting systems are used.
8.3. Payments hereunder shall be made in the currency agreed and set out in the Partner Interface by wire transfer of funds pursuant to the bank details specified in the Partner Interface. If the amounts of the Revenue denominated in a currency other than specified above, Yandex shall pay the license fee in the agreed currency, at the exchange rate set by the Central Bank of the United Arab Emirates for the Report date.
8.3.1 If payment in a certain currency would be too difficult for Yandex, Yandex has the right to change the currency of payment provided that the Developer provides details for another currency.
8.4. Each Party shall be individually responsible for paying taxes levied on it under applicable laws. The license fee include all taxes applied in accordance with the legislation of the Developer’s jurisdiction and/ or levied on the Developer. The license fee shall be paid by Yandex in full without deduction of any taxes, fees or other payments in accordance with the laws applicable to Yandex.
8.5. The Yandex shall submit regular bilateral (or unilateral if applicable) reports to the Developer in respect of calculation of the Developer's license fee for the respective Reporting Period ("Reports") starting from the first Reporting Period in which Yandex and/or its Affiliate generated Revenue. Such Reports shall be emailed by Yandex with the use of Authorized addressed within Seven (7) business days of the end of the respective Reporting Period. If the amount of license fee for a Reporting Period is less than the amounts set out in section 6.8, the Report for such Reporting Period is not provided. The amount of license fee for such Reporting Period will be included in the Report for the Reporting Period in which the amount of license fee will be higher than amounts set out in section 6.8.
Within Ten (10) business days of the Report date, the Developer shall review the same and, in case of disagreement therewith, may send (including by email with the use of Authorized addressed) to Yandex its reasoned refusal to approve such Report. If no such written reasoned refusal is received by Yandex within the aforementioned period, the Report shall be deemed approved by the Parties and the Developer's license fee for such Reporting Period shall be deemed agreed. Such Report shall serve as ground for payment and Yandex will not accept any further claims based.
8.6. Yandex shall pay license fee for the respective Reporting Period to the Developer's bank account specified in the Partner Interface within Twenty (20) business days from the end of the Reporting Period, based on the Report for such Reporting Period.
8.6.1 Yandex may delegate the payment of remuneration to a third party without the prior consent of the Developer.
8.7. The date of payment shall be the date on which funds are debited from Yandex's bank account or the third party’s account.
8.8. If the fee amount for a given Reporting Period is less than USD/EUR 500 including any applicable taxes (if any), Yandex shall pay such fee to the Developer in the next Reporting Period in addition to the amount due for such given Reporting Period.
8.9. The Developer has the right to request interim reports from Yandex on the accrued license fee. The data in such reports are provided solely for informational purposes and are not accurate and final data on the Developer's license fee in the corresponding Reporting period. The total amount of the Developer's license fee for the corresponding Reporting period is reflected in the Report and may differ from that indicated in the interim report.
8.10. The Parties agree that if Yandex and its Affiliates receive no Revenue, the license to use the Game granted by the Developer to Yandex pursuant to Clause 1.1 shall be free.
9. FORCE MAJEURE
9.1. The Parties shall be released from liability for partial or complete non-performance of obligations (including defective performance) under the Agreement, if such non-performance was the result of Force majeure event that arose after the Agreement execution, including, but not limited to:
- war (declared or not), military actions, invasion, actions of foreign enemies, extensive military actions, mobilization;
- civil war, rebellion, insurrection and revolution, terrorist act, sabotage or piracy;
- exchange and trade restrictions, embargoes, sanctions;
- an act of the government (legal or illegal), compliance with any law or government order, expropriation, confiscation, requisition, nationalization;
- plague, epidemic, declared pandemic, natural disaster or natural emergency event;
- explosion, fire, destruction of equipment, prolonged breakdowns of transport, telecommunications, information system or energy supply;
- general labor unrest, such as a boycott, strike and lockout, production slowdown, seizure of factories and premises, which the Parties could neither foresee nor prevent.
9.2. Upon the occurrence of the circumstances specified in clause 7.1. hereof, the Party shall notify the other Party in writing within seven (7) calendar days from the Force majeure event occurrence. The notice shall contain the information about (A) such Force majeure event, (B) the causal link between it and the inability of the notifying Party to properly perform the corresponding obligation. The Parties have agreed that the presence of an official document issued by the competent authority and confirming the Force majeure event existence shall be not mandatory.
9.3. In case of the occurrence of the circumstances provided for in Clause 7.1 hereof and notification by the Party whose performance of obligations is affected by such circumstances to the other Party in accordance with clause 7.2 hereof, the period of performance by the relevant Party of obligations shall be extended in proportion to the period during which the Force majeure event existed and the period reasonably necessary to eliminate its consequences that prevent the Party from performing the obligations hereunder.
9.4. Upon the discontinuation of the Force majeure event and the elimination of its consequences, the Party, whose ability to perform the obligations was hindered by such circumstances shall notify the other Party in writing within a reasonable time, provided that the performance of obligations shall be resumed on the day when the Force majeure event ceases to affect such performance.
9.5. If the relevant Party fails to send or sends the necessary notice provided for in clauses 7.2 and 7.4 hereof untimely, it shall be deprived of the right to refer to such circumstances in the future as a basis for exemption from liability for non-performance of obligations, and in case of filing a claim by the second Party, it shall be obliged to compensate the second Party for the documented and incurred losses that arose due to obligations non-performance by the first Party.
9.6. If the circumstances provided for in clause 9.1 last for more than fourteen (14) calendar days, the Parties shall start negotiations for the purpose of minimizing the Parties' losses, as well as to determine the procedure for further performance of the Agreement.
10. PRIVACY AND PERSONAL DATA
10.1. If any personal data is processed under this Agreement, the Parties acknowledge and agree that each of them is independent controller of that personal data unless otherwise explicitly provided by this Agreement (including any Guidelines). As an independent controller, each Party shall comply with applicable data protection laws and ensure confidentiality and security of personal data received from the other Party.
10.3 User’s Privacy. When the User uses certain functions available on the Yandex Games Services and in Game interface, and subject to the User's consent to such transfer of data to You, Yandex has the right to provide You name and image (avatar) of the User specified in the User account as well as other data to transfer of which User consented to (hereinafter referred to as User Data) in order to maintain the functioning of your Game, generate User rating tables (leaderboards) and post reviews in the Game interface. Upon receipt of User Data, You assume responsibilities for processing User Data in accordance with the requirements of applicable legislation on personal data processing.
You are prohibited from processing the received User Data for purposes other than those specified in this Agreement, including (but not limited to the specified restrictions) transfer of User Data to third parties on a reimbursable or gratuitous basis or use of User Data for the purpose of advertising.
If Yandex receives claims from Users, regulatory authorities, or third parties related to the illegal use of User Data, You shall settle the relevant claims, complaints, notifications on your own and at your own expense, if these consequences are not caused by Yandex's guilty actions, and also reimburse damages incurred by Yandex including but not limited to fines for violation of the procedure for collection, storage, processing, use or dissemination of personal data stipulated by the applicable legislation, legal costs, expenses for the provision of legal services, representative services, damage to business reputation, expenses related to the need to restore business reputation, if such damages are caused by your violation of the applicable legislation, including processing of User Data in violation of the purposes specified in this clause.
If the functionality of the Game involves the collection of personal data of Users, the Developer undertakes to independently ensure that there are legal grounds for their processing, including, in cases provided for by law, to obtain the necessary consents from Users in an appropriate form.
11. ANTI-BRIBERY AND ANTI-CORUPPTION COMPLIANCE
11.1. Yandex and Yandex Group companies are committed to the highest standards of business ethics in all activities. Yandex and Yandex Group companies expect their Developers to abide by the principles of business conduct set out in the Yandex Group Supplier Code of Conduct. A copy of the Yandex Group Supplier Code of Conduct is available in the corporate section of the Yandex portal at:
https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_ENG_2021.pdf.
11.2. The Parties adhere to the applicable anti-corruption laws.
The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.
The Parties, their Affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.
This clause constitutes representations material for the Parties. The Parties rely on these representations when entering the Agreement.
Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.
If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.
The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:
To notify the Customer:
For anonymous reporting: https://yandex.hotline.b1.ru
For non-anonymous reporting: stop_corruption@yandex-team.com
To notify the Developer: address indicated in the application - offer.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
12.2. Dispute Resolution. The Parties acknowledge and agree that all disputes, controversy, or claims arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the provisions set forth under the arbitration rules (the "Rules") of the Dubai International Arbitration Centre ("DIAC"), by three (3) arbitrators appointed in compliance with the Rules, and:
- the seat of the arbitration shall be the Dubai International Financial Centre;
- the language of the arbitration shall be English;
- the arbitration award shall be final and binding upon the Parties and not subject to any appeal in any Court; and
- the arbitration shall deal with the question of the costs of the arbitration and all related matters.
12.2.1 The Parties agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the DIAC and in regard to 10.4hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named arbitration, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such arbitration.
10.3 The Parties acknowledge and agree that any dispute and arbitral proceedings may take longer than six (6) months and that in the event that a dispute and/or arbitral proceedings takes longer than six (6) months, such circumstance shall not form the basis of a procedural challenge to any arbitral award that is subsequently delivered.
10.4 Nothing in this clause 7 shall prevent either Party from applying to a Court of competent jurisdiction for urgent interim relief.
13. TERM AND TERMINATION
13.1. This Agreement shall come into effect on the date of providing the Game to the Yandex and shall continue in force until its termination in accordance with this Section 11.
13.2. You may terminate this Agreement in part or in full by sending by sending a notification about termination via Authorized addresses. The agreement shall be terminated after the expiration of 45 (forty five) days period from the moment Yandex have received the notice.
13.3. Yandex may terminate this Agreement in part or in full by sending a notification about termination via e-mail by using Authorized addresses.
14. MISSCANCALLATIONS
14.1. Entire Agreement. This Agreement shall constitute the entire agreement between the Parties hereto, and supersede all other arrangements made by the Parties with respect to the subject matter hereof, whether oral or written. In the event of any inconsistency between the statements in the body of this Agreement and side letters, the statements in the body of this Agreement will prevail.
14.2 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
14.3 No Waiver. Any failure or delay by either Party to exercise any of its rights, powers, or privileges under this Agreement or to insist upon observance or performance by the other Party of the provisions of this Agreement shall not be construed as a waiver of the Party’s rights, claims, or remedies whether contractual, statutory or otherwise.
14.4 Assignment. No Party shall assign, transfer, or create any trust in respect of, or purport to assign, transfer or create any trust in respect of, any of its rights or obligations under this Agreement without the prior written consent of another Party. Notwithstanding the foregoing, Yandex may assign any of its rights and obligations under this Agreement, without the consent of the Developer, to its Affiliate, or in connection with any merger, consolidation, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the Parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.
14.5. Independent Contractors. The Parties to this Agreement are considered to be independent Developers. Neither Party is an agent, representative of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
14.6. Changes of details. The Developer shall immediately notify Yandex on any changes in its registered and correspondence addresses, the legal status (including the form of incorporation) and/or banking details. The Developer failing to give notice to Yandex of such events in advance shall bear the risk of all consequences that may occur due to such failure to give notice.
14.7. Notices. A notice sent by either Party under this Agreement shall be made in writing and personally delivered or given by registered mail, return receipt requested, overnight courier, or e-mail, addressed to the other Party at its address given below (or any such other address as may be communicated to the notifying Party in writing) and shall be deemed to have been served if delivered in person, on the same day; if sent via e-mail, twenty four (24) hours after transmission; if sent by registered mail, ten (10) calendar days after deposit into the mail system, or if sent by overnight courier, the second (2) day after deposit with the courier.
14.8. Electronic correspondence. The Parties acknowledge the legal force of electronic correspondence, electronic messages, copies of the text contained in electronic documents (files) sent by the Parties for the purposes of Agreement execution, provided that the Authorized Addresses of the Parties are used for the purposes of sending the above messages and documents. The Parties shall send the information and materials necessary for the fulfillment by the relevant Party of the obligations assumed hereunder, in an electronic form using the Authorized addresses. The Parties acknowledge and agree that legal notices originating from Authorized addresses are sent by duly authorized representatives of the Parties.
14.8.1 Except electronic correspondence provided in subject to Section 12.11. Documents, including messages and correspondence, may be exchanged in one of the following ways:
- by registered mail with return receipt requested;
- via Authorized addresses;
- by courier;
- via an electronic data exchange system used and pre-approve by the Parties.
The date of receipt of the relevant message shall be deemed to be:
- if sent by registered mail containing the notice, the date of delivery of the letter;
- if sent via Authorized addresses, the date of sending an e-mail recorded in the sender's e-mail;
- if delivered by courier, the date indicated in the letter delivery receipt by the recipient's representative or the acceptance mark of the recipient's representative on the letter copy;
- if sent via an automated electronic data exchange system, the date of automatic electronic confirmation of the electronic document delivery.
14.9. Amendments. Yandex may at its own discretion amend this Agreement without prior notice to the Developer. This most recent version of this Agreement shall be available at any time at https://yandex.com/legal/licensegames. Any amendment of this Agreement shall become effective on the date of their publication at the above address, unless otherwise provided for in the respective amended version.
Direct Cursus Technology L.L.C.
office No. 3F-78, AL KHAIMAH BUILDING II, Al Barsha First, Dubai, the UAE
E-mail: games-partners@yandex-team.ru
Date of publication: 20.03.2024
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