means all information of a secret or proprietary nature disclosed to You by Festi in relation to the business of Festi including but not limited to the Documentation and the License Software Platform and any proprietary rights and information contain therein.
means the documentation provided by Festi to customers relating to the Licensed Software Platform including any documentation related to integrations between the Licensed Software Platform and the Your Licensee Content.
means any gambling product or service offered in any market or application that is regulated by any local, state or national authority and requires a gambling license.
means Festi.io website.
means the fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Festi may change from time to time on notice to You).
“Licensed Software Platform”
means Festi’ software platform used to provide the Services and comprising of (a) all software program(s) running on the Festi’ infrastructure and b) all software delivered to You to support the integration with the Licensed Software Platform (otherwise referred to as “the SDKs”).
means games, applications, software or other content that is being integrated with the Licensed Software Platform and made available to the general public.
means the production servers of the Licensed Software Platform that You will publish Licensee Content to when making it available to the general public.
means Monthly Active Users, the total number of unique users of Licensee Content in any given month who cause consumption of the Services.
means the develop and test element of the Licensed Software Platform that You will use to create and configure the Licensee Content.
means the provision of the functionality of the Licensed Software Platform to You and any support provided by Festi to You to use the Licensed Software Platform.
means the internet site at the domain festi.io or any other site operated by Festi.
means the person who registers to use the Services, and, where context permits, includes any entity on whose behalf that person registers to use the Service (irrespective of whether a personal or business email address is used to complete the registration). “Your” has corresponding meaning.
2. Grant of Licence
- Festi grants You the right to access and use the Licensed Software Platform solely for Your internal business purposes for the duration of this Agreement. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. Documentation may be copied and used as reasonably necessary in connection with Your authorized use of the Licensed Software Platform.
- You may not: (a) modify, adapt, decompile, disassemble, or reverse engineer any component of the Licensed Software Platform; (b) create derivative works based on any component of the Licensed Software Platform; (c) allow any third party to use or have access to any component of the Licensed Software Platform or Documentation. Any copy of any component of the Licensed Software Platform or Documentation made by You, including any partial copy, is the property of Festi. You will include on each such copy all copyright, trademarks, and other proprietary rights notices included by Festi on the originals.
3. Proprietary Rights
- You acknowledge and agree that: (a) the Licensed Software Platform and Documentation are the property of Festi or its licensors and not Your’s, and (b) You will use the Licensed Software Platform and Documentation only under the terms and conditions described herein.
- You acknowledge that the Licensed Software and Documentation contain valuable proprietary information and trade secrets of Festi and that You shall take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Licensed Software Platform and Documentation. Without limiting the foregoing You agree: (a) to take with respect to the Licensed Software Platform and Documentation at least those measures that You take to protect Your own confidential information; and (b) that the Licensed Software Platform and Documentation may not be disclosed, reproduced, summarized, distributed or used except as necessary to exercise the license granted hereunder.
- In consideration for the license granted, You shall pay to the Festi the license fee (the “License Fee”) as set out in the fee schedule on the Website. The License Fee is exclusive of VAT and shall be invoiced monthly and billed to the Licensee’s credit card details. All such invoices shall be sent to the Licensee email address specified as part of the registration process.
- You shall pay all sales, use and excise taxes, and any other assessments in the nature of taxes however designated on the Licensed Software Platform or its license or use on or resulting from this Agreement, unless You furnish Festi with a certificate of exemption from payment of such taxes in a form reasonably acceptable to Festi.
- You may not publish Licensee Content to Live until Festi has collected and validated credit card details. You may only use Preview for testing and development purposes, and may not use it to make the Licensee Content available to the general public.
5. Policies for Service and Privacy
- You agree to comply with the Festi Fair Use Policy, which is available on the Website and which may be updated from time to time.
6. Term and termination
- The licence granted under this Agreement for the Licensed Software Platform enters into force starting from moment of registration and it shall be perpetual unless terminated.
Festi, at its sole discretion, may suspend or terminate this Agreement with
immediate effect if:
- Festi suspects that You are endangering the License Software Platform; or
- You commit any material breach (other than those specified in clause 5 (3)) of Your obligations under this Agreement which, in the case of a breach capable of remedy, is not remedied within fourteen (14) days of the date of service of a written notice specifying the breach and requiring it to be remedied;
- You hold any meeting with or propose to enter into or have proposed to it any arrangement or composition with your creditors (including any voluntary arrangement as described in the Insolvency Act 1986
- You have a receiver, administrator or other encumbrancer take possession of or appointed over or have any distress, execution or other process levied or enforced (and not discharged within seven (7) days) upon the whole or substantially all of Your assets;
- You cease to carry on business or become unable to pay Your debts within the meaning of Section 123 of the Insolvency Act 1986; or
- You have or may become incapable of performing Your obligations under this Agreement.
This Agreement, and the licence granted in this Agreement, may be terminated by Festi after ten (10) days’
written notice upon the occurrence of one or more of the following:
- upon Your attempt to reverse engineer the Licensed Software or in any other way to use of the Licensed Software in a manner inconsistent with Section 2 above.
- upon your failure to pay any amount due to Festi hereunder at the time such amount is due or within ten (10) days after written notice; or
- upon any other breach by You of Your material obligations under this Agreement or any support agreement with Festi relating to the Licensed Software Platform.
- Should this Agreement be terminated, You agree to return or certify to the destruction of all copies of the Licensed Software Platform (including the SDK’s) and Documentation, and all amounts owed by You under this Agreement shall be immediately due and payable. To remove all doubt, all rights and licenses grants to You hereunder shall immediately terminate upon any termination or expiration of this Agreement, except as expressly set forth in point 5) below.
- The obligations of the parties under this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive termination, cancellation, or expiration of this Agreement.
- Festi can delete Licensee Content from Preview and Live if there is no activity for 6 months, where activity is defined as any connections to Preview or Live or any changes made to the game configuration.
7. Warranty and liability
Festi warrants to and undertakes with You that:
- Festi will use its reasonable efforts to provide the Services and to exercise reasonable care and skill and in accordance with the terms of this Agreement; and
- Festi has full right of power and authority to provide the Services to You in accordance with the terms of this Agreement.
- Except for the express warranties set forth in this clause, the Services are provided on an “as is” basis, and Your use of the Services is at Your own risk. Festi does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. Festi does not warrant that the Services will be uninterrupted, error-free, or completely secure.
- Festi does not and cannot control the flow of data to or from its network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof). Although Festi will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Festi cannot guarantee that such events will not occur. Accordingly, Festi disclaims any and all liability resulting from or related to such events.
- You agree that Festi’ liability under this Agreement shall not exceed the license fee paid by You to Festi for the particular Licensed Software Platform. In no event will Festi be liable for costs of procurement of substitute products or services, lost profits, loss of data or any other special indirect or consequential damages of whatever nature arising out of or relating to this Agreement, the Licensed Software Platform or the Documentation, even if Festi has been notified of the possibility of such damages and notwithstanding the failure of essential purpose of any limited warranty.
8. Your obligations and warranties
You warrant to and undertakes with Festi that:
- You own the Intellectual Property Rights in the Licensee Content and are fully entitled to use the same for the purposes envisaged by this Agreement:
- the Licensee Content will not contain a virus, worm, Trojan horse or other harmful code;
- the Licensee Content will not breach any of the guidelines made available on the devices and related stores in which it will be released;
- the Licensee Content will not be unlawful, threatening, abusive, harmful, malicious, obscene, pornographic, malicious, profane, libellous, defamatory under the laws of any jurisdiction where the Game can be accessed;
In the event that You are in breach of any of Your obligations under this Agreement, then:-
- Festi cannot be held responsible should there be any resultant failure in the Services as a direct or indirect result thereof;
- Festi may terminate or suspend support in relation to the Services without prejudice to any pre-existing right and obligations of either party;
You represent, warrants and undertake that:
- You have and shall have during the Term the legal right and authority to place and use and have used any of its equipment as contemplated under this Agreement; and
- You will use the Services only for lawful purposes and in accordance with this Agreement; and
- You will provide all such assistance, facilities and information to Festi as Festi may reasonably require in order for it to carry out its obligations under this Agreement;
- You hereby indemnify and hold harmless Festi in respect of any expenses, losses, liabilities or damages which arise as direct or indirect consequences of any breach of the representations, undertakings or warranties given by You under this Clause 8.
- Festi shall take all reasonable steps to prevent security breaches in its servers’ interaction with You and security breaches in the interaction with resources or users outside of any firewall that may be built into the Festi’ servers.
- You are responsible for maintaining the confidentiality of any passwords which are required to access the Licensed Software Platform and are solely responsible for any damage caused by any such unauthorised access.
- All notices under this Agreement shall be sent to a party at the email addresses specified at registration or provided on the Website.
- This Agreement is subject to all present and future regulations and restrictions of the government and agencies of all applicable government entities. You agree that You will not ship or divert the Licensed Software Platform or the Documentation with respect thereto for use in any country or countries in contravention of the laws and regulations of such government or agencies or knowingly cause or permit such shipping or diversion without the prior written approval of such government or agencies.
- If any provision in this Agreement is found or held to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect.
- A waiver of a breach or default under this Agreement shall not be a waiver of any other breach or default. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless accompanied by a clear written statement that such term or condition is waived.
- This Agreement may not be assigned by You, including an assignment by operation of law, without the prior written consent of Festi, which consent shall not be unreasonably withheld.
- Except for payments due under this Agreement, neither party will be responsible for any failure to perform due to causes beyond its reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises.
- This Agreement contains the entire understanding of the parties with respect to the matters contained herein. There are no promises, covenants or undertaking other than those expressly set forth herein, and any other terms and conditions are rejected regardless of content, timing or method of communication. Any deviations from or additions to the terms of this Agreement must be in writing and will not be valid unless confirmed in writing by duly authorized officers of You and Festi.
- Unless explicitly requested otherwise in writing, You authorise Festi to include Your name in Festi customer reference lists and in publicly distributed materials, such as brochures, commercial presentations, advertising, conference proceedings, press releases, etc., and to make use of such materials for external communication purposes without any restrictions.