GameRefinery® Online Service
Terms of Service
These Terms of Service (“Terms”) govern the use of GameRefinery Ltd’s (“GameRefinery”) GameRefinery Online Service (“Service”). The Service processes information provided by Customer to analyse and benchmark mobile game’s features based on the POWERSCORE® method. For avoidance of doubt, Customer understands that the resulting analysis is an estimate based upon GameRefinery’s POWERSCORE® method (such as past performance of various factors) to aid game development and does not guarantee future results.
THESE TERMS AND THE SERVICE ORDER (TOGETHER “AGREEMENT”) SET OUT THE LEGALLY BINDING TERMS AND AGREEMENT FOR THE USE OF THE SERVICE. BY EXECUTING THE RELEVANT SERVICE ORDER, TRIAL PROCESS OR ACCESSING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND THE AGREEMENT.
1. Right of Use and Restrictions
GameRefinery hereby grants to Customer, in return for and subject to Customer’s timely payments of the applicable fees, a limited, non-exclusive, non-transferable and non-sublicensable right to use the Service in Customer’s internal commercial activities. Customer may not offer or provide access to the Service to third parties without GameRefinery’s prior written consent. However, Customer might be able to use the data to provide the reports or limited access to its account to the Publisher, Developer or similar entities depending on the subscribed service type.
Customer may not use the Service for any purpose other than agreed in these Terms and the relevant Service Agreement or Service Order, as applicable.
GameRefinery, in return for and subject to Customer’s timely payments of the applicable fees, hereby grants to Customer a perpetual, irrevocable, assignable, worldwide right to use and exploit the processed data created by the Service for any purpose, except resale of such data to non-affiliated third parties. For avoidance of doubt, Customer may not use the Service to provide analysis services to third parties.
The Service is only accessible over the internet, as the software used in providing the Service is installed on GameRefinery’s or its subcontractor’s servers. No software will be delivered to Customer as part of the Service.
Customer’s Affiliates (as defined below) may use the Service but Company remains directly and fully liable for each Affiliate’s compliance with and breach of the Agreement. “Affiliate” means any company that is controlled by or is under common control with Customer, where “control” means the power to control the composition of the board of directors of the company, the possession of more than half of the voting equity share capital of the company.
Customer shall be provided with the necessary user names and passwords to access the Service, but GameRefinery does not provide Customer with the means, including but not limited to devices and internet connection, to use the Service, and Customer is solely responsible for arranging the required means to connect to and use the Service.
GameRefinery shall not be liable for any losses or damages resulting from the use of the Service, faulty data, material or information generated by the Service resulting from incorrect or inaccurate data provided by Customer.
No right granted by GameRefinery under these Terms shall pass until payments agreed in relation to the Service shall be made in full by Customer to GameRefinery. All rights not expressly granted to Customer are reserved by GameRefinery and its licensors.
2. Customer Obligations
- Customer is responsible for all activity occurring under Customer’s Service and any support accounts. Customer shall immediately notify GameRefinery of any: (i) unauthorized account use or other suspected security breach; (ii) unauthorized use, copying or distribution of the Service, accompanying documentation or Customer Data; and (iii) unusual performance of the Service observed by Customer
- Customer agrees to provide current and complete account Users’ information as necessary for GameRefinery to manage Customer’s account.
- Customer agrees that GameRefinery may rely on all information provided to GameRefinery by Customer from the designated e-mail addresses. GameRefinery may provide all notices, statements, and other communications arising under the Agreement to Customer through either e-mail, posting on the Services or other electronic transmission.
- Customer alone shall be responsible for providing GameRefinery with sufficient and correct information necessary for the Service to process such information. Customer shall be responsible for its use of the Service, the correctness and accuracy of the material, information and data provided to GameRefinery through the Service, as well as its reliance on any analysis or data generated by the Service.
- Customer will destroy all materials created by the Service after the trial period. This obligation does not apply to materials created by such parts of the Service that the Customer continues as a paying customer after the trial period. Nevertheless, Customer shall have right to retain reports made related to its own game(s).
Customer specifically agrees not to:
- interfere with or disrupt the Service or servers or networks that provide the Service;
- attempt to decompile, reverse engineer, disassemble or hack any of the Service, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by GameRefinery;
- circumvent or attempt to circumvent technological measures designed to control access to, or elements of, the Service;
- copy or reproduce the content of the Service (including but not limited to screenshots and photos) or
- use the Service in violation with any applicable law, rule, code and regulation.
3. Providing the Service
The Service shall be accessible to Customer at all times, excluding outages during regular downtimes for maintenance or updating or repairing the Service.
Customer understands that for reasons that include, without limitation, system security and stability, the Service may regularly need to be updated or maintained affecting the availability of the Service and these operations may change the properties and functionalities of the Service over time. Some updates, new versions or other enhancements to the Service may be subject to a separate or additional license fee.
GameRefinery may suspend the Service if GameRefinery deems it necessary to prevent any prohibited use according to Section 2. or if Customer commits a material breach of the Agreement. Suspension of the Service shall be without prejudice to any rights or liabilities accruing prior to or during the suspension, including Customer’s obligation to pay fees.
All rights related to the Service and content provided by GameRefinery in the Services shall belong to GameRefinery or its licensors. These Terms shall have no effect on any intellectual property rights owned by either party prior to the initiation of the Service to Customer nor shall the disclosure of e.g. documents, devices, software and/or parts thereof between the parties for the purpose of the Service have any effect on such rights. Customer may not copy, reproduce or communicate to the public any content in the service without GameRefinery’s prior written consent or without an explicit permission given in the relevant part of the Services (such as in any data export functions). For clarity, this restriction shall not apply to copying and reproducing content for Customer’s internal use. Additionally, copying, reproducing and communicating to the public is explicitly prohibited during trial periods.
If publishing any processed data Customer shall make appropriate reference to GameRefinery as the service provider for the processed data as follows: “Game analysis made with GameRefinery online service. GAMEREFINERY®, GAME POWER SCORE® and POWERSCORE® are trademarks of GameRefinery Ltd.”
Customer hereby grants GameRefinery a worldwide, royalty-free, sublicensable, perpetual and irrevocable right to use the materials provided to it by Customer (“Customer Materials”) to provide the Service to Customer and for GameRefinery’s analysis to further improve and develop the Service, and to provide non-Customer specific data to third parties.
GameRefinery owns one or more United States and international patents that apply to the Service. Such patented inventions are the exclusive property of GameRefinery.
GameRefinery reserves all rights to all intellectual property rights and no rights shall be granted hereunder other than as expressly set forth in the Agreement. Content owned by third parties (including, without limitation, logos or trademarks), if any, shall not be used by Customer for any other separate purpose.
The Service may enable an option to connect Customer’s iTunes Connect and Google Play Developer accounts (or other similar accounts from other application distributors or marketplaces) with the Service, in order to analyze the information about your games and applications stored in such connected service, and GameRefinery will receive certain information about your games and applications from the connected account. (“Connected Account Data”). Notwithstanding anything to the contrary herein, Customer hereby grant GameRefinery a non-exclusive, worldwide, royalty-free, perpetual irrevocable, sublicensable and transferable license to use the Connected Account Data to produce anonymized data for the purpose of further developing and optimizing the Service and, the development and sale of services to third parties.
If Customer access the Services via API, Refinery hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license to (i) use GameRefinery APIs to develop applications that communicate with the Services and display GameRefinery brand, logo and links to Service. Customer shall limit the access to the API (and any derived information) to employees involved in building relevant applications and to apply highest level of security. GameRefinery reserves the right to modify the API and to release subsequent versions of the API that might be necessary to obtain and use in order to maintain functionality. GameRefinery may suspend or terminate the use of the API at any time at its sole discretion without notice or any further liability. Customer shall provide GameRefinery, if reasonably requested, with an access to the related applications and/or other materials related to the use of the API. GameRefinery shall have right to monitor the use of the API and/or impose limits on the use of the API.
A party shall keep confidential any trade or business secret of the other party received (“Confidential Information”) from such other party or its representative during the term of the Service and thereafter. Confidential Information shall include, inter alia, all information provided by the other party that are marked as confidential, any optimizing analyses methods and software, financial data of GameRefinery or Customer, details relating to the assignment, Customer’s product or service selections, specific results regarding Customer’s non-published games, all technical details relating to the products or services, solutions and models as well as all information to be held confidential according to law.
Confidential information does not include information that has become publicly available prior to the initiation of the Service, which become publicly available without any breach of these Terms or due to a lawful governmental act, which is independently created or which are in the public domain.
The Parties’ obligation of confidentiality shall survive termination of the Agreement for a period of five (5) years thereafter (except with respect to any trade secrets where such obligations shall be perpetual).
GameRefinery shall have the right to use Customer’s name in its list of clients on GameRefinery’s website and marketing materials. GameRefinery shall not disclose further details regarding the nature of the co-operation, the Service provided, or Customer’s product(s) in respect of which the Service is provided.
7. Fees and Payments
All payment obligations are non-cancelable and non-refundable. In case of delay in payment, GameRefinery shall have the right to discontinue the execution of the Service and/or remove any user accounts related to Customer’s use of the Service. GameRefinery reserves the right to change the prices upon 30 days prior written notice excluding the fixed term service fees agreed in the Service Order, if any.
For avoidance of doubt, any use of the Service or the content of the Service is prohibited if the applicable fees and payments are not paid. Some fees may not be applicable during the trial period.
8. Limited warranty
GameRefinery warrants that the Service will substantially conform with the relevant Service Agreement or service order,
if any, and be provided in a manner consistent with generally accepted industry standards.
WITH THE EXCEPTION OF THE LIMITED WARRANTY, ANY USE BY CUSTOMER AND USERS OF THE SERVICE IS AT CUSTOMER’S OWN RISK. THE SERVICE ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. GAMEREFINERY AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, NON-INFRINGEMENT, TITLE, AND OWNERSHIP. GAMEREFINERY AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES OR SOFTWARE: (1) ARE ERROR-FREE; (2) WILL PERFORM UNINTERRUPTED; (3) WILL MEET CUSTOMER’S REQUIREMENTS.
No data transmission over the internet can be guaranteed to be secure. GameRefinery is not responsible for any interception or interruption of any communications through the Internet or networks or systems outside GameRefinery’s control. Customer is responsible for maintaining the security of its networks, servers, applications and access codes.
Gamerefinery shall comply with the Agreement and the laws of provisioning territory.
Customer agrees to defend, indemnify and hold harmless GameRefinery, its affiliates, licensors, partners and subcontractors from all liabilities, claims and expenses, including reasonable attorneys’ fees, arising from or related to Customer’s breach of these Terms or portion hereof, or any act or omission by Customer relating to the Service. GameRefinery reserves the right to assume its own defense and/or control of any matter otherwise subject to indemnification by Customer hereunder.
10. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF INCOME. GAMEREFINERY’S LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE SERVICE FEES PAID UNDER THE AGREEMENT FOR THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
The limitation of liability shall not apply to damages caused by breaches of Sections 4, 5 or 9 or due to willful misconduct or gross negligence.
11. Term and Termination
The initial term of the Agreement is specified in the relevant Service Order(“Initial Term”). Unless set to terminate at the end of the Initial Term, the term of the Agreement will automatically renew for subsequent periods of one year at a time, unless terminated no later than 60 days prior to the end of the then-current term by written notice to the other party. A monthly subscription is automatically renewed each month and may be terminated upon a 30 days written notice. Any and all subscriptions or services added during a relevant term will co-terminate with the preexisting term. Upon termination by Customer, the Customer shall not be entitled to any refund of any already paid fees.
Each party shall have the right to terminate the Service with immediate effect if the other party is in material breach of its contractual obligations and fails to remedy such breach within fourteen (14) days after the other party’s written notice.
12. Force Majeure
Force Majeure means any failure by Customer or GameRefinery to perform its obligations under these Terms caused by an impediment beyond its control which it could not have taken into account at the time Customer accepted these Terms and the consequences of which could not have been reasonably avoided or overcome by the failing party. Force Majeure event shall mean, inter alia, strike, boycott, war or comparable armed conflict, disruption of public transport or payment transactions, act or any other measures on the part of the government preventing the performance under these Terms. Neither party shall be liable for delays or damages caused by a Force Majeure event.
13. Modifications to the Terms
GameRefinery may amend these Terms at its sole discretion by submitting the new terms to Customer 30 days prior to their entry into force. The modifications shall not substantially affect to the rights and obligations of the Customer without a separate written consent by the Customer, and shall not overrule any Customer specific terms agreed separately by the Parties.
14. Applicable law and dispute resolution
The Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its rules on conflict of law. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled in Helsinki by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of Arbitrators shall be one and the arbitration shall be held in the English language.
15. Other terms and conditions
Binding effect and Assignment. The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. GameRefinery retains the right to assign the Agreement in its sole discretion. Customer may not assign the Agreement without the prior written permission of GameRefinery. Nevertheless, Customer may assign the Agreement to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to a party, not competing with GameRefinery, provided the assignee has agreed to be bound by all of the terms of the Agreement and all fees owed to GameRefinery are paid in full.
Independent contractor. Nothing in these Terms shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Either party has no authority to act as agent for, or on behalf of, the other party, or to represent the other party, or bind the other party in any manner.
Employment taxes and benefits. All taxes on net income and similar assessments, levies and government-imposed obligations with respect to providing the Service shall be the obligation of and be paid by GameRefinery.
Severability. If any provision of these Terms are held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Terms shall remain in full force and effect, and the provision affected shall be construed so as to be enforceable to the maximum extent permissible by law.
Waiver. The waiver concerning any breach of any provision of the Agreement shall not constitute a waiver of any subsequent breach of the same or any other provisions hereof.
Survival. Sections 4 (“Intellectual Property Rights”), 5 (“Confidentiality”), 6 (“References”), 7 (“Fees and Invoicing”), 8 (“Limited warranty”), 9 (“Indemnification”), 10 (“Limitation of liability”), 11 (“Term and Termination”), 14 (Applicable law and dispute resolution) and 15 (“Other terms and conditions”) these Terms shall survive the termination or expiration of the Service.