Developer Program Terms of Use

MIGME DEVELOPER PROGRAM GAME PUBLISHING TERMS

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, OR OTHERWISE BY SUBMITTING YOUR GAME FOR PUBLICATION THROUGH THE ONLINE INTERACTIVE MEDIA ENTERTAINMENT PORTAL ( THE "MIGME PORTAL"), YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN WITH RESPECT TO PUBLICATION OF YOUR GAMES AND USE OF ANY SERVICES, SOFTWARE API'S (AS DEFINED BELOW) OR OTHER ITEMS PROVIDED BY US IN CONNECTION WITH THE PUBLICATION OF GAMES VIA THE MIGME PORTAL (THE "MIGME PROPERTIES") AND ALL TERMS INCORPORATED BY REFERENCE, AND YOU REPRESENT AND WARRANT THAT: (A) YOU ARE OVER THE LEGAL AGE OF MAJORITY IN YOUR STATE OF RESIDENCE AND ANY OTHER APPLICABLE JURISDICTION, AND (B) YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF (AND, IF YOU ARE EMPLOYED BY OR OTHERWISE REPRESENT ANY COMPANY, YOUR COMPANY) TO ALL SUCH TERMS.

General conditions

  • These Developer Program Game Publishing Terms (this "Agreement") apply to: (a) You ("Developer", "you", or "your") and migme limited ("us", "we", or "our"), located at http://mig.me (the "migme Site"). This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us.

  • We provide the migme Portal through which individuals can access and use various services, products and games provided by migme and various other sources by utilizing credits ("migme Credits") that such individuals purchase from us or our merchant partners. You have developed one or more games identified in a game registration application submitted by You to us and accepted by us in writing including via email (each, a "Game") and You wish to make the Games available to individuals via the migme Portal as part of our migme game developer program ("Developer Program"). Upon our written acceptance of your game registration application for a Game, and our approval of the Game for publication through the migme Portal, you will provide the Game to us for publication through the migme Portal on and subject to the terms of this Agreement. You may use the migme Portal, including the migme Properties, only in accordance with the terms set forth in this Agreement. Your use of the migme Portal, the migme Site and other migme Properties is also subject to the migme Site Terms of Use found at http://mig.me/terms, the Developer Agreement executed between the parties and/or the Developer Fee Payment Terms (as applicable, and the migme Developer Program Terms of Use found at http://developer.mig.me/developer-terms.

  • We reserve the right to change or modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the migme Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the migme Portal, migme Site or any migme Properties following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review this Agreement and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the migme Site. If you do not agree to the amended terms, you must terminate this Agreement, which will be your sole and exclusive remedy.

License Grant

  • Grant. Subject to the terms and conditions of this Agreement, you hereby grants to us:

    • an non-exclusive, irrevocable, royalty-free and worldwide license during the term of this Agreement to access, use, reproduce, modify, perform, display and make or have made derivative works of, the Games, for the purpose of providing the Games (or derivative works thereof) to migme Portal users;

    • a non-exclusive, irrevocable, royalty-free and worldwide license during the term of this Agreement to market and promote the Games to migme Portal users;

    • an non-exclusive, irrevocable, royalty-free and worldwide license during the term of this Agreement to offer to sell and sell and distribute (via third-party distributors) the Games to migme Portal users; and

    • a non-exclusive, irrevocable, royalty-free and worldwide license during the term of this Agreement to use and reproduce and use your trade names, trademarks, service marks, symbols and logos (collectively, "Developer Marks") solely to market and promote the Games.

  • Company Marks. Subject to the terms and conditions of this Agreement, we grant to you a non-exclusive, revocable and limited license during the term of this Agreement to use and reproduce our trade names, trademarks service marks, symbols and logos (collectively "Company Marks") solely to market and promote the Games. Each use of the Company Marks must be pre-approved, in writing, by us. Except as set forth in this clause 2.2, nothing in this Agreement will grant to you any right, title or interest in or to the Company Marks and all use of Company Marks will inure solely to the benefit of us. You will not adopt, use or register any words, phrases or symbols which are identical to or confusingly similar to any Company Marks. At no time during or after the term of this Agreement will you challenge or assist others to challenge the Company Marks or the registration thereof or attempt to register any Marks confusingly similar to the Company Marks. You will promptly notify us of:

    • any use by any third party of Company Marks; or

    • any use by any third party of similar Marks which may constitute an infringement or "passing off" of the Company Marks. We reserve the right, in our sole discretion, to institute any proceedings against such third party infringers and you will refrain from doing so. You agree to cooperate fully with us in any action taken by us against such third parties; provided, however, that all expenses of such action will be borne by us and all damages which may be awarded or agreed upon in settlement of such action will accrue to us.

  • Ownership and Reservation of Rights. As between the parties and subject to Sections 2.1 and 2.2:

    • we will own all right, title and interest in and to the migme Portal, migme Site, migme Properties, Company Marks, all derivative works of the Games created by us or a party on our behalf and the application program interfaces ("APIs") required to integrate and operate the Games on the migme Portal and any and all Intellectual Property Rights embodied in the foregoing; and

    • you will own all right, title and interest in and to the Games and Developer Marks and any and all Intellectual Property Rights embodied in the foregoing.

  • Other than as expressly provided in this Agreement, each party reserves all rights not expressly granted in this Agreement, and no licenses are granted by a party to the other party under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth herein. For the purpose of this Agreement, "Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

Developer content

  • You will ensure that none of your content promotes, transmits, constitutes or contains any of the following content:

    • adult content, including nudity, sexual terms, descriptions or images, profanity or graphic violence;

    • obscene, defamatory, libellous, slanderous and/or unlawful content;

    • content that infringes upon or violates the Intellectual Property Rights of any third party;

    • content that includes or would disseminate spyware, adware, viruses, worms, or any other type of malware or malicious code;

    • content which may violate any laws; or

    • content that may interfere with the operation of the migme Platform and APIs.

    • content that compete with the migme Platform

  • You agree that you will not engage in, any of the following activities, features or functionalities:

    • requesting or collecting migme Site or other website usernames or passwords from any user or using proxies for the purposes of automating logins to the migme Site or other web sites;

    • harvesting or collecting email addresses or other contact information of users by electronic or other means for the purpose of sending unsolicited emails or other unsolicited communications or other unlawful purposes;

    • distributing software that is:

      • surreptitiously installed on a user's system to perform hidden activities without user consent, (ii) may harm or alter a user's system without express permission from the user, (iii) is downloaded as a hidden component of other software, or (iv) is automatically downloaded in whole or in part without express user consent;

      • scams or unlawful or harmful activities, including, without limitation, "phishing," "pyramid schemes," "chain letters" and illegal contests or sweepstakes;

      • impersonating any person or entity or otherwise misrepresenting your affiliation with any person or entity;

      • downloading or extracting content, information or data from the migme Site (including, but not limited to, through spiders, robots, crawlers, data mining tools, scrapers, or other automated means, or services employing any such means), except as we expressly authorize;

      • circumventing any security measures or content filtering devices;

      • using or affecting the migme Site in any manner that could damage, disable, overburden or impair the migme Site or its functionality or negatively affect or interfere with users use and enjoyment of the migme Site or disrupt the normal flow of traffic on the migme Site (including, but not limited to, flooding with an excessive amount of content); or

      • advertising, marketing or other activities that violate applicable laws, rules, regulations or generally accepted industry standards or guidelines.

Hosting

  • You will host and operate the Games and provide migme Portal users with full access to the Games via the migme Portal.

Integration

  • You will provide and maintain a technology platform on which the Games may be played (the "Developer Platform") by migme Portal users. You will assist us in our integration of the Developer Platform with the migme Portal and as otherwise reasonably necessary to ensure smooth and consistent access to Games for migme Portal users.

Marketing

  • Each party will use commercially reasonable efforts to market and promote the Games as made available via the migme Portal.

Users

  • Migme Portal users will be required to register with, and log into, the migme Portal, in order to access, download and use the Games. We will be responsible for identification of each migme Portal user. You will accept migme Credits directly as payment for subscription or download fees, in-game transactions or other transactions associated with migme Portal users accessing and using the Games.

  • You shall at all times comply with the our privacy policy found at http://mig.me/privacy and shall comply at all times with relevant privacy legislation and regulations ("Privacy Legislation") with respect to any use, disclosure, collection or storage of personal information as defined in such Privacy Legislation.

Payment

  • The fees and other amounts payable to you by us will be as set forth in the Developer Fee Payment Terms or Developer Agreement (as applicable) (collectively, the "Payments"). Payments will be paid each calendar month in arrears in accordance with the payment terms provided in the Developer Fee Payment Terms or Developer Agreement as applicable.

Disclaimer of warranties

  • YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MIGME PORTAL IS AT YOUR SOLE RISK AND THAT THE MIGME PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND.

  • TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM AND OUR SUBSIDIARIES, AFFILIATES AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE MIGME PORTAL AND OUR PRODUCTS AND SERVICES WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification Obligations

  • To the fullest extent permitted by law, you agree to defend, indemnify and hold the us and our directors, officers, employees, contractors, agents, successors and assigns (collectively, "Indemnified Party") harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) resulting from any claim (including third party claims), suit, action, or proceeding against any Indemnified Party, whether successful or not, resulting from or arising in connection with: (i) any breach or any alleged breach of this Agreement (including, but not limited to any breach or any alleged breach of any representation or warranty) by You; (ii) any negligent act or willful misconduct by You or any party acting on Your behalf; or (iii) the Games or any portion thereof infringe the Intellectual Property Rights of a third party.

Limitation of Liability

  • YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, THAT US, OUR SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR OTHERWISE EXEMPLARY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU INCLUDING LOSS OF DATA WHETHER OR NOT THE WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE ARISING.

Termination

  • Term and Termination. This Agreement will continue to apply until termination by either You or us as set out below.

  • We may terminate this Agreement with you immediately if:

    • you commit a breach of this Agreement and do not remedy such breach within [30] days after you receive written notice of such breach from us;

    • you terminate your business activities or become insolvent, admit in writing to an inability to pay your debts as they mature, make an assignment for the benefit of creditors, or become subject to direct control of a trustee, receiver or similar authority;

    • we are required to do so by law;

    • you cease to become an authorised developer;

    • we decide no longer to provide the migme Developer Program; or

    • for convenience, by providing you with no less than 60 days advance written notice.

  • [You may terminate this Agreement for convenience by providing the us with no less than 60 days' advance written notice.]

  • Suspension or Takedown. If we determine (in our sole discretion) that you or any Game violates any of the terms of this Agreement, we may, among other things, suspend, restrict or terminate your participation in the migme Developer Program and your ability to create, offer and distribute Games via the migme Portal.

  • Effect of Termination. Upon any expiration or termination of this Agreement, you will cease to use any relevant developer credentials, and Company Marks, and the licence granted under clause 2.2 will cease.

General Provisions

  • Entire Agreement. This Agreement, including all terms incorporated herein by reference, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.

  • Independent Contractors. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

  • Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, which will not be unreasonably withheld, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate this Agreement or any of its rights and duties under this Agreement without the your consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, heirs, administrators, successors and permitted assigns.

  • Notices. Notices by you to us hereunder shall be invalid unless made in writing (fax or signed document) to the fax number or mailing address listed on the migme Site. Notices by us to you may be made in any manner we deem appropriate in our sole discretion.

  • Force Majeure. Neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to Acts of God, government actions, war, civil disturbance, insurrection, sabotage, labor shortages or disputes (other than those caused by the parties), failure or delay in delivery by a party's suppliers or subcontractors, transportation difficulties or shortage of energy, raw materials or equipment.

  • Section Headings. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

  • Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

  • Construction. This Agreement will be fairly interpreted in accordance with its terms and, as each party acknowledges, the benefit of counsel in the negotiation thereof will not be construed in favour of or against any party.

  • Governing Law; Venue. This Agreement is made and will be governed by and construed in accordance with the laws Singapore. The parties agree that the venue for any dispute, obligation or action of any kind arising under this Agreement will be in the state or federal courts located in Singapore, and the parties irrevocably consent to the exclusive jurisdiction of the state and federal courts of Singapore for any dispute, obligation or action hereunder and agree not to commence or prosecute any suit, proceeding or claim hereunder, except in such courts.

  • Prevailing Language. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

  • Contact Information. If you have any questions regarding this Agreement or the migme Portal, please contact us at developers@mig.me. If you wish to send us a communication in writing, please send it to migme limited, 111 North Bridge Road, #26-01, Peninsula Plaza, Singapore 179098, SINGAPORE.