Please read this Tencent WeGame Developer Platform Developer Agreement ("Agreement") carefully because it explains your rights and obligations related to your access and use of the developer side of Tencent's game and digital goods hosting and distribution platform available at www.wegame.com (the "Developer Platform") with respect to your demo game and complete-version games ("Licensed Games"). This Agreement is between Entropy Game Global Limited, a company registered in Hong Kong whose registered office is at Room 907, Wing Tuck Commercial Centre, 177-183 Wing Lok Street, Sheung Wan ("Tencent") and you. By downloading or using the Developer Platform or by submitting any Licensed Game to the Developer Platform, or by clicking "I Agree" or otherwise indicating your acceptance of this Agreement, you agree to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, you may not access or use the Developer Platform or submit any Licensed Games.
This Agreement is applicable to individuals or entities who intend to connect their Licensed Games to the Developer Platform ("Developer(s)" or "you"). If you are accepting the terms of this Agreement on behalf of a company or other entity or organization you represent and warrant that you have (i) submitted complete and accurate information with respect to such company, entity, or organization pursuant to the Tencent's identity confirmation process and (ii) the authority to bind such company, entity, or organization to the terms of this Agreement. In such event, "you" and "your" will refer to that the company, entity, or organization that you identify during Tencent's identity confirmation process. If you do not accept all the terms of this Agreement, then Tencent is unwilling to provide you access or license to its Developer Platform.
You represent and warrant that: (i) you have the appropriate legal qualifications to access and use the Developer Platform and to upload, access and operate your Licensed Games and provide any relevant services; (ii) any qualification materials, relevant qualifications or certificates and any other documentation provided by you is true, accurate and complete, and will be updated as soon as the such qualifications, certifications, or other information changes; (iii) you have the appropriate rights and ability to perform your obligations under this agreement; and (iv) your acceptance of and performance under this Agreement will not be in violation of any applicable law or other agreement or other binding obligation upon you. If at any time you are incapable of representing and warranting the above, or if the above are or become untrue, you may not use the Developer Platform and you assume all the responsibilities and total losses incurred by Tencent and any users.
1. Account registration and management
(a) Account Creation. To access parts of the Developer Platform, you will need to create a developer account (an "Account") with your e-mail. Your Account is personal to you, and you may not assign or otherwise transfer your account to any other person or entity, including by sharing your password. You are responsible for (i) using an e-mail that you have legitimate rights to and (ii) abiding by the relevant agreements and rules associated with registering your Account.
(b) Account Accuracy and Security. You can log in to your Account using your e-mail address, or you may use your QQ account number to access your Account if you have previously logged-in to the Developer Platform with your QQ account. It's important that you provide Tencent with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don't, Tencent may suspend or terminate your Account and access to the Developer Platform. You agree that you will not disclose your Account password to anyone and will notify Tencent immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.
(c) Identity Verification. You recognize that your failure to provide accurate information when creating your Account may result in complications in verifying your identity if an issue arises, such as fraudulent activity under your Account. Tencent will not be liable to you or any other party for any losses associated with your inability to access and control your Account due to fraudulent activity. Upon receiving reports regarding fraudulent activity under your Account, Tencent may, in its sole discretion, take action pursuant to a request you make, including verifying your identity to reinstate your Account.
2. Changes to this Agreement
Tencent may update this Agreement at any time, in its sole discretion, upon notice to you via one of the communication methods described below. You must review the updated Agreement whenever Tencent updates it. Your continued use of the Developer Platform after Tencent has posted an updated Agreement constitutes your agreement to be bound by the updated Agreement. If you do not agree to the new Agreement, you may not use the Developer Platform anymore.
3. Preliminary Review of Demos
(a) Demo Submission. By submitting a demonstration of a Licensed Game ("Demo"), you represent and warrant you have all appropriate rights to such Demo necessary to submit it to Tencent for preliminary review (described in subsection (b) below) and that your Demo complies with this Agreement and does not violate any applicable law or the rights of third parties. Your Licensed Game does not contain any content that violates the law or violates the rights of third parties.
(b) Preliminary Review. Tencent has the right to conduct a preliminary review of your submitted Demo to determine whether such Demo complies with applicable law and this Agreement. You agree that Tencent's preliminary review does not constitute, and Tencent will not have any liability or assume any responsibility for, the Demo. You are solely responsible for your Demo.
(c) Demo Acceptance. If your Demo fails Tencent's first trial, it means that your Licensed Game is not selected for the Developer Platform. If Tencent approves your Demo on preliminary review, Tencent will assign a unique "Game ID" to your Licensed Game for you to upload, publish, and operate the full version of such Licensed Game. Game publication and distribution on the occurs by submitting your Licensed Game to Tencent Distribution Platform, which is subject to a separate Tencent WeGame Distribution Agreement. You must agree to a Tencent WeGame Distribution Agreement before any distribution on the Tencent Distribution Platform.
4. Developer Platform SDK
(a) The Developer Platform SDK (the "SDK") is a software development kit that includes user rights, cloud archiving, anti-piracy and other functions. Subject to your compliance with this Agreement, Tencent hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license to use the Developer Platform SDK to facilitate your use your Licensed Games on the Developer Platform in accordance with this Agreement. For the avoidance of doubt, this license extends only to your Licensed Games that are made available on or in production to be made available on the Developer Platform and not for any other purpose. References herein to your rights related to the Developer Platform, shall, if you have permission from Tencent to use the SDK, also include the SDK.
(b) You agree that you, and not Tencent or its licensors or affiliates, are solely responsible for the creation, development, editing, processing, modification, testing, operation, and maintenance of your Licensed Games, and all corresponding costs, including all legal obligations therein.
5. Access Conditions
With respect to the Developer Platform and/or any Licensed Game, you agree not to (and shall ensure any users of your Licensed Games do not) post, upload, publish, submit or transmit anything or commit or engage in any act that:
You further agree not to:
6. Intellectual Property Right Protection
(a) You agree and understand that:
(i) Tencent only provides the Developer platform and network services related to the Developer Platform for you to develop independently and operate your Licensed Games. Tencent does not own your Licensed Game or any portion thereof; you take full responsibility for your Licensed Games and the operation thereof. You are fully responsible for any disputes, responsibilities, and the like that arise from a user's use of Licensed Games and the hosting of such Licensed Games on the Developer Platform, including the violation of relevant laws and regulations.
(ii) Where Tencent believes, in its sole discretion, that you are infringing any legal rights or interests of others, Tencent may remove or disable access to any content, including your Licensed Games. You may request reinstatement of your Licensed Games or other remedies in accordance with the Developer Platform Guidelines for Counter-notification of Infringement Complaints available at https://developer.wegame.com/agreements/wegame_infringement_policy_en.html . Notwithstanding the foregoing, Tencent may disable access to any content, including your Licensed Games, with or without notice, and without any liability to you or any other party.
(iii) Tencent shall have no liability to you for any actions or measures it takes against you or your Licensed Games in accordance with this Agreement, including your loss of business, service interruptions, and other losses to other parties, including users.
7. Intellectual Property Compliance
(a) No Transfers. This Agreement does not transfer any intellectual property rights, whether in trademark, copyright, or other intellectual property rights. Ownership of each party's intellectual property rights shall remain with the respective parties.
(b) Tencent's Ownership. The web pages, text, pictures, audio, video, graphics, and other content provided by Tencent as part of the Developer Platform are owned by Tencent (or another third party, as applicable) and protected by intellectual property rights. Except as explicitly stated otherwise, Tencent owns the copyrights, patents, and other intellectual property rights in and to any software that Tencent makes available under this Agreement and you may not exploit any such rights for any purpose. The copyrights and trademarks rights used in the provision of the Developer Platform, any software Tencent provides hereunder, and the "QQ", "WeChat", "Tencent", "WeGame", "TENCENT" and the Penguin Image are the property of Tencent. These and any other Tencent-owned intellectual property rights are protected by law. You may not use or create derivative works of any Tencent-owned intellectual property without Tencent's express written permission.
8. Protection of the Developer's Personal Information
Protection of personal information is important to Tencent. Tencent will not make public or disclose your personal information to any other company, organization and individual without your permission, except in the following circumstances:
9. Third-party Software or Technology
Tencent may use third-party software or technology within the Developer Platform ("Third Party Service").Tencent guarantees that it has obtained legal authorization for any such use. Any information that you provide on or to a Third-party Service or that is collected by a Third-party Service is provided directly to the owner or operator of the Third-party Service and is subject to the owner's or operator's privacy policy. Tencent is not responsible for the content, privacy or security practices and policies of any Third-party Service. Some third-party software or technology made available on or through the Developer Platform may require an additional agreement between you and such third party in order for you to use such software or technology; you are responsible for compliance with any such third party agreement.
10. Disclaimer
(a) Changes to the Developer Platform. You understand and agree that Tencent has the right to change, suspend or terminate part or all of the Developer Platform at any time without notice to you. Tencent shall have no liability to you for any such changes.
(b) Patches, Updates, and Upgrades. Tencent may provide patches, updates, or upgrades to the Developer Platform and its websites, in order to, for example, update security, multiplayer interoperability, cheat detection software, and system stability. Tencent shall have no liability to you for any suspensions or interruptions of the Developer Platform, including but not limited to during or after such patches, updates, and upgrades.
(c) Security of Information. Tencent has made efforts to protect your information. However, no method of transmitting information over the Internet or storing information is completely secure. Accordingly, Tencent cannot guarantee the security of any information you provide, and you agree that Tencent shall not be liable for any losses or disclosure of your information, including through viruses, Trojans, hacking into Tencent's systems, system instability, third party service defects, government action, or any other event that results in service interruption, data loss, or any other loss.
(d) Force Majeure. Tencent shall have no liability to you or any third party for any force majeure event, including but not limited to natural disasters war, turmoil, and government actions. Should such a situation occur, Tencent will endeavor to mitigate such losses and make timely repairs.
(e) Interruptions. Tencent shall have no liability to you for losses caused by your Licensed Games or your own improper operation of the Developer Platform.
11. Limitation of Liability & Disclaimers
NEITHER TENCENT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE DEVELOPER PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE DEVELOPER PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLIENT OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
UNDER NO CIRCUMSTANCES WILL TENCENT'S OR ANY OF ITS AFFILIATES' TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF ONE-HUNDRED ODLLARS ($100) AND THE TOTAL AMOUNT PAID OR PAYABLE BY TENCENT TO DEVELOPER UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THAT CLAIM.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.
12. Termination
(a) Tencent's Termination Rights. Tencent has the right to suspend or terminate the provision of all or part of the Developer Platform to you at any time.
(b) Termination for Insolvency and Other Events. Either party may, immediately upon written notice to the other party should the other party (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization, or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs.
(c) Data Retention. Upon termination of this Agreement, Tencent may, in its sole discretion, retain or delete any information stored under your Account. You are responsible for backing up your data and information.
(d) Survival. Upon termination of this Agreement for any reason, the following provisions shall survive: 4(b), 5, 6(a)(i), 6(a)(iii), 7, 9, 10, 11, 12(c), 12(d), 13(b), 14 and 15.
13. Notice
(a) Communication to You. Tencent may provide communications to you through any of the following methods: web page announcements, web page prompts, e-mails, SMS, QQ, regular mail, and internal communication of the management system of your Account. Tencent may use these communication methods to send you information on various rules, notices, prompts concerning the Developer Platform, and message unrelated to the Developer Platform, including but not limited to advertisements. Any of the above methods shall constitute valid notice to you and your receipt shall be deemed once the communication is sent by Tencent or posted, as applicable. Such communications shall be binding upon you upon receipt. If you continue to use the Developer Platform after such communications, you are agreeing to be bound by any additional terms contained in such communication. If you do not agree you must notify Tencent and except as otherwise allowed by Tencent you may not use the Developer Platform anymore.
(b) Correct Contact Information. Tencent relies on the accuracy of your information to send you communications. Tencent shall not be liable to you for your inability to receive Tencent's communications due to your failure to provide accurate contact information.
(c) Contacting Tencent. If you need to contact or otherwise provide notice to Tencent under this Agreement, you must do so by email to developer@wegame.com.
14. Indemnity and Compensating Tencent
You will indemnify and hold harmless Tencent and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Developer Platform, (ii) your violation of this Agreement or any applicable law, (iii) you or your Licensed Games; or (iv) any other losses unrelated to Tencent herein. If Tencent undertakes any actions or measures against you or your Licensed Games in accordance with the provisions of this Agreement or because you violate the relevant laws, you are fully responsible for any disputes or liabilities arising therefrom. You should take full responsibility for you own losses as well as all the losses to Tencent or others.
15. Miscellaneous
(a) Signatory Location. This Agreement shall be deemed to be signed in Hong Kong.
(b) Governing Law and Resolution of Disputes. This Agreement will be governed and construed in accordance with the Laws of Hong Kong, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except for the right of either party to apply to any court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute, controversy or claim arising in any way out of or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination of this Agreement, or any dispute regarding pre-contractual or non-contractual rights or obligations arising out of or relating to it ("Dispute") will be referred to and finally resolved by binding arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with those Rules ("Rules"), which Rules are deemed to be incorporated by reference into this clause and as may be amended by the rest of this clause. The seat of arbitration will be Hong Kong and the agreement to arbitrate contained in this clause will be governed by the laws of Hong Kong. The arbitration tribunal ("Tribunal") will consist of three arbitrators to be appointed in accordance with the Rules. Arbitration will be conducted in English. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys' fees and costs incurred in connection with any arbitration or litigation instituted in connection with this Agreement.
(c) Assignment. Tencent may freely assign or transfer all or part of its rights and/or obligations under this Agreement and your continued use of the Developer Platform constitutes your acceptance of such assignment. If you sell or otherwise assign ownership in any of your Licensed Games, you may, upon written notice to Tencent, assign this agreement to the new owner of such Licensed Game, provided they agree to be bound by this Agreement.
(d) Headings. The headings of all the terms of this Agreement are for convenience only shall not be taken as a basis for the interpretation of the meaning of any portion of this Agreement.