Introduction

1. The following terms and conditions (“terms”) constitute agreement applying to all relations between Online Games Chart Limited (Registered Company No. 6878083) whose registered office is at 226b Moss Lane, Bramhall, Stockport, Chesire, SK7 1BD, United Kingdom, ("OGC"), and you in respect of the Service (as defined below) constituting a legally binding agreement. Using any or part of the Service constitutes your agreement to these terms.
2. Service means any online game-related service provided by OGC for the benefit of users who develop and publish online games.
3. Technology means all software and related technology owned and/or used by OGC to facilitate the Service.
4. At any time and at its sole discretion, OGC reserves the right to modify, delete, suspend or stop using any or part of the Service and/or the Technology without any liability to you.
5. At the current time the Service is only available to you if you use Adobe Flash technology in respect of the game.
6. If you enable the OGC Services and/or Technology for more than one game, a separate agreement will apply in respect of each game and these terms shall apply to each such agreement.

Warranties

7. OGC will warrant to you that it will provide the Service and its other obligations under these terms with reasonable care and attention.
8. You represent and warrant to OGC that:
   • You are over the age of 18 years;
   • You own or have the legal right to use for the purposes of the Services and the Technology all rights and title including without limitation all intellectual property in and to the relevant game;
   • Your use of the Service and/or the Technology and/or OGC’s continued use of the Service and/or the Technology in respect of the relevant game shall not infringe the rights including without limitation the intellectual property rights of any third party;
   • You own or are otherwise able to implement the developer API in the source code of the relevant game;
   • No game shall at any time contain anything that might be reasonably considered to cause offence to members of the public generally and/or to any particular person or classes of society or otherwise contradict moral rights or public decency standards;

Accounts

9. On registering for the Service you will be required to provide a username and password of your choice in order to create an Account. You shall keep this information confidential and not disclose the same to any third parties. You will immediately notify OGC upon you becoming aware that any such disclosure has been made or the security of this information has been breached.

Intellectual Property

10. You shall retain all ownership in the relevant game that you may when the game is uploaded to OGC provided that you hereby grant OGC with all appropriate licences (including without limitation relating to intellectual property) necessary to deliver the Services and/or the Technology in respect of the relevant game.
11. All relevant games shall at all times comply with OGC’s editorial policy applicable from time to time.
12. All intellectual property including without limitation all trademarks and copyright in or relating to the Services and/or the Technology shall belong to OGC and you shall have no right whatsoever whether by licence or otherwise to use or modify in anyway whatsoever any right any of the same (except as may be expressly decided by OGC in its sole discretion) in the provision of the Services and/or the use of the Services by you in accordance with these terms and in particular you shall have no right to reverse engineer or adapt in anyway the Services and/or Technology belonging to OGC.

Length of Agreement

13. This agreement shall continue until one or more of the following events:
    • you terminate this agreement by disabling the Technology and by removing your game from the Service;
    • OGC terminates this agreement by giving you reasonable notice
    • OGC terminates this agreement in writing to you without any period of notice (unless OGC decides otherwise in its absolute discretion) if;
      1. you or any party for whom you are responsible commits or it is reasonably apparent is likely to commit a material breach of this agreement;
      2. you become insolvent, have an administrator or receiver or trustee in bankruptcy appointed over all or any part of your assets or if you suffer any other form of insolvency event in any jurisdiction;
      3. OGC becomes insolvent, has an administrator or receiver appointed over any or all of its assets or if it suffers any other form of insolvency event in jurisdiction.
14. On termination of this agreement for any reason the right and obligations of each party under these terms shall immediately terminate except those under clauses 12,13,14.

Technology

15. You grant OGC the unrestricted right to use the Services and the Technology for the purposes of profiling, compilation and display of charts or social networking features within the relevant game.
16. OGC shall have sole discretion to choose which relevant third party services and content appears in the game in relation to the provision of the Services and Technology.
17. You shall not and so far as you are able procure that third parties shall not in any way whatsoever delete, change, suspend, or otherwise interfere with the display or function of any part of the Services and/or Technology used within the relevant game.
18. You shall not include any other technology or service within a relevant game that interferes with or otherwise directly competes with the Services and/or the Technology provided by OGC.
19. OGC provides no representation and/or guarantee and/or gives any other form of commitment to you in respect of any revenue that may be generated from such use of the Services and/or Technology used within the relevant game.

Payment

20. OGC intends to produce revenue from valid revenue-generating sponsored outbound clicks confirmed in the relevant game in a way that OGC shall determine for the commercial benefit of you and OGC.
21. You shall receive a payment up to and/or equal to 50% of the total aggregated Net revenue that OGC makes from the sponsored outbound clicks generated through the display of the Charts in the relevant game (“Royalty”).
22. All payments shall be made to you in United States dollars via PayPal or any other payment mechanism that OGC asks you to connect with. Alternatively, OGC may pay you via a cheque or other form of electronic payment to your bank. All payments will be made to you within 90 days of the end of the relevant calendar month. For ease of administration no payment will be made if the amount of Royalty is less than US$100 and any such amount shall be rolled forward and paid in the next month where the Royalty exceeds US$100.

Remedies

25. In addition to any other right OGC may have to terminate this agreement you shall indemnify OGC for any and all losses it may suffer including without limitation loss of profits or any other form of consequential losses in each case whether of a direct or indirect nature arising from any breach of these terms by you.
26. Except as expressly set out in these terms all warranties, terms and conditions whether oral or written, express or implied by law, custom, course of dealings or otherwise including without limitation in relation to the provision or access to any of the Services are hereby excluded.
27. Neither OGC or you excludes or restricts its liability for death or personal injury resulting from its own negligence.
28. OGC shall not be liable to you in contract, tort (including without limitation negligence, misrepresentation or negligent misrepresentation or breach of any statutory duty) or otherwise for:
    • Any loss of profit, business, goodwill, contract, revenue, anticipated business or savings in each case whether of a direct or indirect nature;
    • Any loss of or damage to or corruption of any relevant game or software or other data;
    • Any special or consequential loss or damage of any nature whatsoever in each case whether of a direct or indirect nature.
29. Subject to clauses 21 and 22 the maximum aggregate liability of OGC to you in contract, tort (including without limitation negligence, misrepresentation or negligent misrepresentation or breach of any statutory duty) or otherwise shall be limited £50,000 for any one or series of claims whether or not related to the same incident.
30. In addition to any of the above remedies OGC shall be entitled to suspend any of the Services and/or the use of the Technology in respect of the relevant game if there has been or OGC reasonably suspects you have breached any provision of this agreement.
31. None of the above shall restrict OGC’s rights to seek injunctive or other form of equitable relief in respect of any matter whatsoever.

General

32. This agreement and any valid variation constitute the entire agreement and understanding between you and OGC and supersedes any previous agreement between you relating to the subject matter of this agreement. Each of OGC and you acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. Nothing in this clause shall operate to limit or exclude any liability for fraud.
33. OGC shall have the right to set off against any payments due and payable to you under this agreement or otherwise any amounts due and payable or any genuine estimate of such amount where any matter has not been agreed or determined by you to OGC under any account whatsoever including without limitation in respect of a breach by you of this agreement.
34. The failure to exercise or delay in exercising a right or remedy provided by this agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
35. A waiver of a breach of any of the terms of this agreement or of a default under this agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this agreement.
36. If OGC is prevented or delayed in the performance of any of its obligations under this agreement by force majeure, being any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party including without limitation any act or omission of any advertiser or broadband or internet provider, OGC shall have no liability to you in respect of any delay in performance or any non-performance of any obligation under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to force majeure.
37. You shall not be entitled to assign or sub-contract any or all of its rights, benefits or obligations under this agreement. OGC shall be entitled at its sole discretion to assign or sub-contract any or all of its rights, benefits or obligations under this agreement.
38. If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this agreement which shall remain in full force and effect.
39. Any notice or other communication given under this agreement shall be given to you by OGC via the email address you provide when you open an account with OGC. All email messages shall (subject to confirmation of that email being sent) be deemed received on the day it was sent.
40. Any notice or other communication given under this agreement to OGC by you shall be in writing and sent by prepaid delivery post or prepaid international airmail OGC’s registered office. Delivery will be when received by OGC at that address.
41. OGC shall be entitled to vary or delete any provision of this agreement provided it does not place any obligation on you than is greater than set out in this agreement or is not to your material detriment and provided OGC gives you reasonable notice in respect of such change. You shall not be entitled to make any change to this agreement without the express prior written agreement of OGC or expressly agreed by OGC in an email.
42. Nothing in this agreement is intended to or shall operate to create a partnership or create the relationship of employer and employee between OGC and you. You shall have no authority to act in the name or on behalf of or otherwise to bind OGC in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
43. A person who is not a party to this agreement (other than a director of OGC) has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this agreement.
44. This agreement shall be governed by English law and any dispute or claim under or in respect of this agreement shall be subject to the exclusive jurisdiction of the English courts.