End User Licence Agreement
Issued By KWALEE LIMITED
Last Updated: 27 June 2023.
These terms and conditions and end user license agreement (the “Agreement”) is between you (“you or “You”) and Kwalee Ltd., a company incorporated and registered under the laws of England and Wales with company number 07648078 whose registered office is at Kwalee Ltd, Midlands Technical Centre, Southam Road, Radford Semele, Leamington Spa, CV31 1FQ, telephone number, +44(0)1926 42814 (“Kwalee” or “us”) and governs your use of the Kwalee application or game and any related services (the “Game”). By downloading, installing, accessing or using the Game or by uploading or downloading any other content or materials provided with or in connection with a Game (together “Materials”), or by making any In Game Purchases (as defined below), or by tapping or clicking “I AGREE” in the Game or in an app or game store, or by otherwise signifying your acceptance of this Agreement, you agree to be bound by this Agreement (the earliest of such dates is the “Effective Date”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE GAME. THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, UNINSTALL AND DO NOT ACCESS OR USE THE GAME.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES ARE RESOLVED. PLEASE READ IT.
You represent, warrant and agree that you are at least 13 years old and that if you are between 13 years and 18 years old, your legal guardian has reviewed this Agreement and agrees to its terms. If this is not true, you must not download, access and/or use the Game.
We may amend this Agreement at any time. Any such amendment will operate prospectively only. We will give you notice of any amendments to this Agreement within the Game or by other means such as posting updated terms on our website located at www.kwalee.com/eula-pcc or sending you an email or message, and provide you with the opportunity to review them. Your tapping or clicking “I AGREE” in the Game when asked to confirm acceptance of an amendment, or continued access or use of the Game after such notice, is and will be deemed to be your acceptance of the amended Agreement, which will take effect immediately upon such acceptance. If you do not agree to any change to the terms of this Agreement, you must uninstall and discontinue using or accessing the Game.
2. Privacy and Consent to Use of Data
- Kwalee grants to you a limited, non-exclusive, non-transferrable, revocable license to access or use the Game solely on the device (which for the purposes of this agreement may be a PC, game console or tablet, as the case maybe) for which it was supplied by Kwalee for your personal, non-commercial purposes, subject to the terms of this Agreement (the “End User License”). The terms of this Agreement will govern any update or upgrade provided by Kwalee that replaces and/or supplements the original Game (all of which together are included in the definition of the term “Game”), unless such update or upgrade is accompanied by a separate license in which case the terms of that license will govern. The terms of this Agreement also govern Materials and any In Game Purchases (as defined below), which are also both included in the definition of the term “Game”. You may use any Materials provided to you as part of the Game solely in connection with your playing the game through the Game in accordance with any rules made available by Kwalee from time to time.
- The End User License does not allow you to use the Game on any device that you do not own or control, and except as otherwise provided in this Agreement, you may not distribute or otherwise make the Game available such as without limitation over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, transfer, redistribute, make available to third persons, or sublicense the Game and, if you sell a device on which the Game has been installed to a third party, you must uninstall the Game from the device before doing so. You agree not to copy (except as expressly permitted by this Agreement), decompile, disassemble, derive the source code of, or otherwise reverse engineer or attempt to reverse engineer, modify, or create derivative works of the Game, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law).
- You agree not to copy, distribute, display, perform including perform in public, transmit, communicate to the public including making available to the public, broadcast publish, modify or create derivative works of the Game, except in connection with playing the Game.
- Any rights not expressly granted herein are expressly reserved.
4. Responsibility for your Content
You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, sound recordings, works of authorship, applications, links and other content or materials that you submit, share, post, use, provide, transmit, or display on or via the Game (“Your Content”).
5. Your Content
You hereby grant to Kwalee a transferrable, sublicensable, royalty free perpetual worldwide right and license to use, copy, reproduce, distribute, display, perform including perform in public, communicate to the public including making available to the public, transmit, broadcast, publish, adapt, modify and create new or derivative works of or using Your Content, and to do all of the foregoing with such adapted, modified, or derivative works, and to authorize others including other users of the Game, to do the foregoing (the “Game User License”). The Game User License shall be exclusive as it relates to games and puzzles for a period of five (5) years from when it is made available via the Game and non-exclusive otherwise. You represent, warrant, and covenant and can demonstrate to Kwalee’s full satisfaction upon request that you (a) own or otherwise have the right to grant the User License, (b) Your Content you submit, share, post, use, provide, transmit, or display on or through the Materials does not violate, misappropriate or infringe the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademarks, rights in trade secrets or confidential information and/or other intellectual property rights (“Intellectual Property Rights”), (c) agree to pay for all royalties, fees, remuneration, and any other monies due or payable arising from any use of Your Content or the exercise of the App User License by Kwalee or third parties, (d) have the permission to use the name and likeness of each identifiable individual person in such Your Content and to use such individual’s identifying or personal information as contemplated by this Agreement, and (e) have the legal right and capacity to grant the User License to Kwalee.
6. Waiver of Moral Rights
You hereby waive any moral rights worldwide you may have in Your Content in favour of Kwalee and its licensees.
7. Intellectual Property Rights
You do not hereby acquire any Intellectual Property Right in or relating to the Game. As between you and Kwalee, Kwalee owns and retains all rights including Intellectual Property Rights in the Game. You will not remove, alter or conceal any copyright, trademark, service mark or any proprietary rights notices incorporated in or accompanying the Game.
8. Payments and Fees
The Game may include functionality that enables you to receive additional services, artifacts, content, rights, or licenses for use within or in connection with the Game ("In Game Purchases"). In Game Purchases (i) may be used solely by you within the Game, (ii) may not be transferred to another device, (iii) can be downloaded only once; and (iii) after being downloaded, cannot be replaced. All In Game Purchases are deemed to be part of the Game and subject to the terms of this Agreement. You must acquire and pay for the In Game Purchases at the app store, where available.
This Agreement is effective upon the Effective Date until terminated by you or Kwalee, or as otherwise set out in this Agreement. Your End User License will terminate automatically without notice from Kwalee if you fail to comply with or breach any term(s) of this Agreement. Upon termination of the Agreement, you will cease all use of the Game and uninstall all copies, full or partial, of the Game. Clauses 2, 4, 5, 6, 7, 8, 10, 11, and 12-24 which shall survive in perpetuity.
10. Warranty and Disclaimer
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE GAME IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY AND PERFORMANCE IS WITH YOU. THE GAME IS PROVIDED ON AN “AS IS” BASIS. KWALEE DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY, ARISING BY CUSTOM OR USAGE OF TRADE, OR OTHERWISE TO FULLEST EXTENT PERMITTED BY LAW INCLUDING ANY WARRANTIES OR CONDITIONS OF FITNESS FOR PURPOSE, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, DURABILITY, TITLE, NON-INFRINGEMNT, AND SALE BY DESCRIPTION. FOR CLARITY, NOTHING IN AND STORE SPECIFIC TERMS IN CLAUSES 13 OR 14 ENLARGE OR CREATE ANY OBLIGATION OR LIABILITY ON KWALEE HEREUNDER. KWALEE’S SOLE OBLIGATIONS AND LIABILITY SHALL ARISE, IF ANY, UNDER THE TERMS OF THIS AGREEMENT EXCLUDING THE TERMS IN CLAUSES 13 AND 14 WHICH ARE INTENDED FOR THE BENEFIT OF THE STORE.
11. Limitations of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL KWALEE BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, LOSS OF PROFITS, LOSS OF DATA, MENTAL DISTRESS, INTERRUPTION OF USE OR ACCESS, OR ANY OTHER DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE GAME OR YOUR CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF KWALEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KWALEE ARISING FROM OR RELATED TO THIS AGREEMENT OR THE GAME OR THE USE THEREOF EXCEED THE GREATER OF (I) THE AMOUNT PAID BY YOU FOR THE USE OF THE GAME THAT GAVE RISE TO THE CLAIM, AND (II) UK £100, EVEN IF A CLAIM IS A CONTINUING ONE. IN NO EVENT SHALL ANY OFFICER, DIRECTOR, AGENT, CONTRACTOR, OR EMPLOYEE OF KWALEE OR ANY AFFIATE OF KWALEE HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND SUCH PERSONS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OTHER TYPES OF DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU SOLELY TO THE EXTENT THEY ARE PRECLUDED BY SUCH LAWS.
12. Maintenance and Support
You acknowledge that Kwalee has no obligation to furnish any maintenance and support, except where required by law.
13. Governing Law, Dispute Resolution and Class Action Waiver
This Agreement is to be governed by and construed under the laws of the England and Wales, excluding any body of law governing conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Except to the extent specifically prohibited by applicable law in your jurisdiction, any disagreement or dispute arising from or related to this Agreement shall be settled by final and binding arbitration by the London Court of International Arbitration (LCIA) to be conducted in London, England, in accordance with the LCIA Arbitration Rules (the “Rules”) and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the parties within thirty (30) days of the appointment of the arbitrator, failing which the American Arbitration Association shall appoint the arbitrator in accordance with the Rules. Each Party shall bear one half of the costs associated with the arbitration proceedings. Except to the extent specifically prohibited by applicable law in your jurisdiction, no dispute between the parties, or involving any person but you, may be joined or combined together, including in a class action without the prior written consent of Kwalee. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. Notwithstanding the foregoing, Kwalee has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding: (i) amounts owed by you to Kwalee in connection with your acquisition of the Game or any portion thereof, or (ii) your violation or threatened violation of this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in England and Wales, for any such claims, or any claims which pursuant to applicable law cannot be resolved through arbitration as set out herein. The parties agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.
You agree to indemnify, and hold harmless Kwalee, its affiliates and each of its employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable lawyers’ fees (i) for all third-party claims or demands that arise from or relate to your use of the Game or Your Content, and (ii) from any breach of any representation, warranty or covenant made by you herein.
15. Other Terms
- You may not submit, share, post, use, provide, transmit, or display violent, nude, discriminatory, illegal, infringing, hateful, pornographic or sexually suggestive photos or other content via the Game.
- You are responsible for any activity that occurs through your account (if any) and you agree that you will not sell, transfer, license or assign your account, followers, username, or any other account rights. Further, you may not create through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
- You agree that you are responsible for keeping any passwords or other authentication means safe and secure.
- You agree that you are responsible for all data charges you incur through the access or use of the Game.
- You understand and agree that you use the Game and Materials at your own risk.
- You are solely responsible for your interaction with other users of the Game, whether online or offline. You agree that neither Kwalee nor any third party is responsible or liable for the conduct of any user. Kwalee reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users.
- Kwalee reserves the right to change, suspend, remove or disable access to the Game and your Content for any reason, including but not limited to complaints or allegations of infringement or other unlawful conduct, without liability to you, and at any time without notice.
- There may be links from the Game, or from communications you receive from Kwalee, to third-party web sites or features, including but not limited to third party web sites such as Facebook. There may also be links to third-party web sites or features in images or comments within the Game. The Game may also include third-party materials that we do not control, maintain or endorse. Functionality in the Game may also permit interactions between the Game and a third-party web site or feature, including locations that connect the Game or your profile in the Game with a third-party web site or feature. For example, the Game may include a feature that enables you to share content from the Game or your Content with a third party, which may be publicly posted on that third party's service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. Kwalee does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Kwalee is in no way responsible or liable for any such third-party services or features and your dealings with third parties are at your own risk and between you and the third parties. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Game or your profile on the Game with a third-party service (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to personal data about your profile on the Application being shared; (ii) your use of an Application may cause personal data to be publicly disclosed and/or associated with you, even if Kwalee has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will indemnify and hold the Kwalee harmless for activity, and claims for loss or damages related to the Application.
16. U.S. Legal Compliance
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If this representation and warranty is breached, you may not access, download, or use the Game.
17. Territorial Restrictions
You agree that the Game will not be exported, imported, used, transferred, or re-exported from the country in which it is provided to you. The Game is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Kwalee to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Game or any portion of the Game, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Kwalee provides.
If any term(s) of this Agreement is held to be invalid or unenforceable under any applicable local laws or by an applicable court, that part shall be interpreted in a manner consistent with applicable law as nearly as possible to the original intentions of the parties as set out herein and the remaining terms of the Agreement will remain valid and enforceable.
19. No Waiver
Kwalee’s failure to exercise or enforce its rights under this Agreement does not waive our right to enforce such right. Any waiver of such rights will only be effective if it is in writing and signed by us.
This Agreement is personal to Kwalee and you may not assign this Agreement without the express written consent of Kwalee. Kwalee shall have the right to assign this Agreement to a group company. For the purposes of this clause “group company” means any subsidiary, affiliate or holding company of Kwalee or any subsidiary affiliate or holding company of such holding affiliate or subsidiary company. Kwalee shall also have the right to assign the Agreement in connection with the sale of all or a substantial part of the assets of Kwalee or in connection with a reorganization of Kwalee or merger or amalgamation of Kwalee with another entity.
21. Contact Information
Should you have any questions, complaints, or claims relating to the Kwalee or the Game, please contact us at firstname.lastname@example.org or via post addressed to Kwalee Ltd., Southam Road, Radford Semele, Leamington Spa, CV31 1FQ or call us at +44(0)1926 428141. You can find this Agreement by visiting https://www.kwalee.com.
22. Claims of Copyright Infringement
Notifications of claimed copyright infringement and counter notices must be sent to our designated agent:
ATTENTION: Copyright Intake Administrator
Address: Kwalee Ltd., Southam Road, Radford Semele, Leamington Spa, CV31 1FQ Telephone: +44(0)1926 428141, Fax: +44(0)1926 801100, Email: email@example.com
We are only able to accept notices in the languages into which these terms are made available by us.
We will respond expeditiously to claims of copyright infringement committed using the Game that are reported to our Designated Copyright Agent in accordance with applicable laws.