Last updated: 10 August 2021

ABOUT THIS DOCUMENT

This document explains the legal terms and conditions that apply when you use
GameMaker, the YYG Platforms and any content or services available via them (as
explained below).

OTHER LEGAL DOCUMENTS

We have various other legal documents which apply additional rules to different
aspects of our services, all of which are hereby incorporated by reference into
this User Agreement:

a) (https://www.yoyogames.com/legal/privacy) Privacy Policy: this sets out how we

collect and protect your information.
b) (https://www.yoyogames.com/legal/ip) IP Rights Policy: this sets out what to do
if you think someone is infringing your intellectual property rights.
c) (https://www.yoyogames.com/legal/gmc) GMC Guidelines: this sets out additional
guidelines for our GameMaker Community forums.
d) (https://www.yoyogames.com/legal/brand) Brand Usage Guidelines: this sets out
when you are and are not allowed to use our YYG branding.
e) (https://www.yoyogames.com/legal/publishers) Publisher Agreement: this sets out
the terms on which you may be able to distribute products and services via the YYG
Platforms.
f) Gift Voucher Agreements: these set out special rules regarding gift vouchers and
are comprised of the (https://www.yoyogames.com/legal/voucher_purchaser) YoYo Games
Voucher Purchaser Agreement and (https://www.yoyogames.com/legal/voucher_recipient)
YoYo Games Voucher Recipient Agreement.

DEFINITIONS
This document will work better if we explain what we mean when we use certain words
or phrases:
"Customer": means any person, company or other legal entity that uses YYG Property
(also referred to throughout as "you").
"Customer Content": means any content that Customers upload, post, share or
transmit to or through the YYG Platforms including without limitation any text,
videos, photographs, screenshots, images and links.
"Educational Institution": means a school or other formal institution of learning,
licensed under applicable law to teach.
"GameMaker": means the proprietary computer software program known as 'GameMaker'
from YoYo Games, including: (i) any and all constituent elements of the same
(including its code, tools, data, scripts, technologies, software libraries etc);
and (ii) any upgrades, patches, fixes, improvements or additional content, in each
case including all Intellectual Property Rights in the same.
"Intellectual Property Rights": means any and all copyright, trade marks, service
marks, trade dress, brand names, logos, goodwill, get up, trade, business or domain
names, design rights, database rights, patents, rights in inventions, know-how,
trade secrets and confidential information, rights in databases, rights in computer
software (including source code and object code), moral rights, author rights,
rental and lending rights, publicity rights, performance rights, synchronisation
rights, mechanical rights, publishing, rental, lending and transmission rights and
other intellectual property and exploitation rights of a similar or corresponding
character which may now or in the future subsist in any part of the world, in all
cases whether or not registered or registrable including all granted applications
and all applications for registration, division, continuation, reissuance,
renewals, extensions, restorations and reversions regarding any of the same.
"Publisher": means a person, company or other legal entity that creates or
publishes any Publisher Property.
"Publisher Property": means third-party products or services created by Publishers
using GameMaker which can be licensed or accessed via the YYG Platforms and/or
other third party platforms. This can include (but is not limited to): (i) software
created to facilitate the development of interactive entertainment products; (ii)
content (such as graphics, sounds, videos, music, text, screenshots and images)
which are intended to be integrated with interactive entertainment products; and/or
(iii) services (such as graphic design or audio engineering) offered to Customers.
"User Agreement": means this document and any documents that form part of it or are
related to it, as updated by YoYo Games from time to time.
"YoYo Games": that's us. We are YoYo Games Limited (company number 05260718) of One
Fleet Place, London, England, EC4M 7WS, UK (also "we", "us", and "our").
"YYG Content": means official first-party products or services provided by YYG
which can be licensed or accessed via the YYG Platforms. This can include (but is
not limited to): (i) software created to facilitate the development of interactive
entertainment products; (ii) content (such as graphics, sounds, videos, music,
text, screenshots and images) which are intended to be integrated with interactive
entertainment products; and/or (iii) services (such as graphic design or audio
engineering) offered to Customers, but specifically excludes GameMaker, Publisher
Property and Customer Content.
"YYG Platforms": means any YoYo Games platforms and websites (including the
GameMaker Showcase, GameMaker Learn, GameMaker Marketplace and GameMaker Community
features) as updated, replaced or expanded from time to time but excluding the YYG
Content and GameMaker.
"YYG Property": means: (i) YYG Platforms; (ii) YYG Content; (iii) GameMaker; and
(iv) any other YoYo Games products, services, intellectual property and materials
of any kind, in each case including all Intellectual Property Rights in and updates
and modifications to the same.

1. ACCEPTING THIS USER AGREEMENT

1.1. Acceptance of this User Agreement. This User Agreement is a legally binding
contract between Customers (that's you) and YoYo Games (that's us) regarding your
use of GameMaker and other YYG Property and any content, functionality, products
and services offered on or accessed via them. Please review it carefully. You are
welcome to contact us at (https://help.yoyogames.com) help.yoyogames.com if you
have any questions or comments about this User Agreement, but in any event your
continuing usage of any of the above will demonstrate your approval of this User
Agreement.
1.2. Access for Adults Only or With Adult Approval. Legally, you must be at least
13 years old to use the YYG Property and Publisher Property. If you are between 13
and 18 (or whatever is the local age of majority in your home territory), please
ask your parent or guardian to review and approve this User Agreement and to
supervise your use of the YYG Property and Publisher Property. Some YYG Property
and Publisher Property may have age ratings, which will be displayed when you
purchase and/or download them. Please note that there are special rules for
Educational Institutions detailed in sections 3.11 (Educational Subscriptions) -
3.13 (Compliance and Privacy) below.

2. PRE-RELEASE ACCESS

2.1. We may make parts of the YYG Property available as a pre-release/alpha/beta

version(s) from time to time. This means that it would be released with some or
most of its features, but it would not be complete and would still be subject to
testing/further development - therefore it may still contain bugs or errors. It is
likely to therefore need patching and updating too. The pre-release period will
last until we decide to end it. We do not make any promises about (or accept any
liability for) any such pre-release version's contents, what it does, how it does
it, how well it does it or about future updates, patches or subsequent versions -
you must accept it 'as is'.

3. ACCESSING AND USING THE YYG PROPERTY AND PUBLISHER PROPERTY

YYG PLATFORMS AND YYG CONTENT

3.1. Access Requirements. In order to access certain YYG Property and Publisher
Property, you may need to open a YYG Platforms and/or GameMaker Community account,
have an appropriate level of GameMaker licence and be in good standing with YoYo
Games. Any personal information provided to us about you will be held and processed
by us under the terms of our Privacy Policy. We may also implement verification and
Digital Rights Management technology if we consider it necessary. You will need an
Internet connection in order to access certain YYG Property and Publisher Property.
System requirements for YYG Property and (where available) for Publisher Property
will be provided on the applicable YYG website.
3.2. Use of YYG Platforms. You are granted a non-exclusive, non-transferable,
revocable, limited, worldwide and royalty-free licence to use the YYG Platforms for
authorised purposes, including to browse, locate, access and use YYG Content and
Publisher Property. Some content may be made available to you for free while other
content may be licensed for money. You must access the YYG Platforms solely through
authorised means and must not attempt to access the YYG Platforms through any other
means, in particular not through automated means like scripts or crawlers or
similar technology.
3.3. Use of YYG Content. Where you license YYG Content from the GameMaker
Marketplace, YoYo Games grants to you a non-exclusive, non-transferable, revocable,
limited, worldwide licence to use such YYG Content for its intended purpose only,
which will vary depending on the type of YYG Content, subject to your full
compliance with the terms of this User Agreement and payment of all applicable
fees. For example, for YYG assets (e.g. sprites, extensions, skins and demos) you
are allowed to include these as embedded components of digital games and associated
marketing (which you may choose to distribute for free or for money - that's up to
you).
3.4. GameMaker Community Guidelines. When accessing or using the GameMaker
Community you must also comply with the GMC Guidelines at all times.
3.5. Gift Vouchers. The purchase and redemption of Gift Vouchers are subject to the
terms of the Gift Voucher Agreements.

GAMEMAKER

3.6. GameMaker Subscriptions. Customers may license various subscriptions for

GameMaker, as further detailed at (https://www.yoyogames.com/get)
https://www.yoyogames.com/get. Different subscriptions have different functionality
and it is up to you to ensure you pick the right subscription for your particular
needs. YoYo Games grants to you a non-exclusive, non-transferable, revocable,
limited, worldwide licence for the licence duration specified at the time of
purchase to: (i) install GameMaker for your personal use on a single device in
order to develop and publish Publisher Property (e.g. assets and games); and (ii)
distribute the runtime portion of GameMaker in object code format only as an
integrated and inseparable part of your Publisher Property to third parties to whom
you license your Publisher Property, subject in each case to your full compliance
with the terms of this User Agreement and payment of all applicable fees. If you
would like to discuss a multi-user arrangement please contact
(mailto:sales@yoyogames.com) sales@yoyogames.com first. There are special rules for
Educational Institutions detailed below.
3.7. Exporting Content. If you hold the appropriate level of GameMaker licence, you
may export your Publisher Property to applicable third party platforms such as iOS
and Ubuntu as permitted by us (further details can be found at
(https://www.yoyogames.com) www.yoyogames.com). You agree that any such exporting
is at your own risk and may be subject to additional terms and conditions depending
on the applicable third party platform, which we suggest you read carefully before
exporting any content. In no circumstances are you permitted to export a third
party's content or export your own content via a third party's GameMaker licence.
3.8. Free Trials. We may occasionally offer limited time free trials of export
licence subscriptions for GameMaker ("Free Trials") which will be subject to
additional limitations and restrictions (notified to you on the relevant YYG
website) compared to regular GameMaker subscriptions. At a minimum, your access to
Free Trials will always be subject to the following additional restrictions: (i)
you may only build content for the exports included in the Free Trial and for the
purpose that the Free Trial was created for; and (ii) you may not commercialise any
content created using a Free Trial (which includes not exporting your content to
third party platforms or the GameMaker Marketplace) without first licensing an
appropriate paid GameMaker subscription.

PUBLISHER PROPERTY

3.9. Publisher Property Licence. When you 'buy' Publisher Property, the Publisher
grants to you a non-exclusive and worldwide licence over the Publisher Property to
use it via authorised means for its intended and authorised purposes only. For
third party assets (e.g. sprites, extensions, skins and demos) this will normally
mean that you are allowed to include these as embedded components of digital games
and associated marketing, but you should check any additional terms imposed via a
Publisher's end user agreement ("Publisher EULA"). You are therefore acquiring a
licence over Publisher Property, not buying it.
3.10. Responsibility for Publisher Property. The following provisions will apply
regardless of what is set out in a Publisher EULA:

(i) Publishers are solely responsible for how their Publisher Property operates and
how it is displayed and marketed via the YYG Platforms or otherwise. We take no
responsibility or liability for Publisher Property or how it operates or is
displayed or marketed, what it does or does not contain or how it performs. Any
warranties or representations regarding the Publisher Property are the Publisher's
sole responsibility. The Publisher is solely responsible in particular for: (a)
quality and product liability claims; (b) any claim that the Publisher Property
fails to comply with any applicable legal or regulatory requirements; and (c) any
claims under consumer protection or other laws.
(ii) All customer support, disputes, queries or other matters regarding Publisher
Property are the responsibility of the applicable Publisher and not YoYo Games.
(iii) The Publisher, not YoYo Games, is responsible for ensuring that the Publisher
Property does not infringe any third party Intellectual Property Rights and for
dealing with any claim, issue or dispute about the same.
(iv) If you have any complaints or issues with Publisher Property, the Publisher
must use good faith endeavours to resolve them with you.
(v) The Publisher is under all circumstances responsible for all legal steps and
arrangements regarding its collection of personal data/personal information from
Customers, including the use and maintenance of any Privacy Policy regarding
Publisher Property. However, by accepting this User Agreement you hereby
acknowledge that YoYo Games may collect certain non-personally identifiable metrics
and analytics from you in order to improve its products and services as further
detailed in our Privacy Policy.

EDUCATIONAL INSTITUTIONS
3.11. Educational Subscriptions. Various educational subscriptions for GameMaker
are available to Educational Institutions, as further detailed at
(https://www.yoyogames.com/education) https://www.yoyogames.com/education.
Different subscriptions have different functionality and it is up to each
Educational Institution to ensure it picks the right subscriptions for its
particular needs. In the process of opening a YYG Platforms account, an authorised
representative of the Educational Institution (e.g. a. teacher) (the "Authorised
Representative"), shall be required to complete the educational application form on
behalf of the Educational Institution and in doing so that Authorised
Representative represents and warrants that he/she/they have authority and have
obtained all approvals and authorisations necessary to bind the Educational
Institution to this User Agreement. If verified and approved by YoYo Games, the
Educational Institution may purchase an educational GameMaker subscription and the
Authorised Representative shall be permitted to operate the Educational
Institution's education account.
3.12. Educational Licences. Where an approved Educational Institution purchases a
GameMaker subscription, YoYo Games grants to that Educational Institution a non-
exclusive, non-transferable, revocable, limited, worldwide and royalty-free licence
for the licence duration specified at the time of purchase to use GameMaker for the
sole purpose of: (i) allowing that Educational Institution's students to develop
and publish Publisher Property (e.g. assets and games); and (ii) distributing the
runtime portion of GameMaker in object code format only as an integrated and
inseparable part of such Publisher Property to third parties to whom such Publisher
Property is licensed (the "Educational License"), subject in each case to the
Educational Institution's compliance (together with the compliance of its
Authorised Representative and its students) with the terms and conditions of this
User Agreement and payment of all applicable subscription fees. An Educational
Institution must not operate GameMaker concurrently on more working stations than
permitted by its Educational Licence.
3.13. Compliance and Privacy. Notwithstanding section 1.2 (Access for Adults Only
or With Adult Approval), students under 13 years of age may use GameMaker under an
Educational License, provided that the Educational Institution shall remain solely
responsible for its, its students' and its Authorised Representative's use of
GameMaker (including for any content created using GameMaker) and compliance with
the terms and conditions set forth herein and in the Privacy Policy. Students will
not be asked to create their own YYG user accounts and shall instead have access to
GameMaker via the Educational Institution's account. For more information on
students' privacy rights, please see our Privacy Policy.
3.14. Sub-licensing and Reselling. Sub-licensing and reselling of GameMaker
subscriptions and Educational Licenses are not permitted under this User Agreement.
If you would like to discuss this further, please contact us at
(mailto:sales@yoyogames.com) sales@yoyogames.com first.

GENERAL PROVISIONS

3.15. Monitoring. We have no duty to pre-screen User Customer Content, but we have
the right to refuse to post, edit, or deliver Customer Content. We reserve the
right to remove Customer Content for any reason, but we are not responsible for any
failure or delay in removing such material. We reserve the right to block any
user’s access to any content at our sole discretion.
3.16. Updates. From time to time, the YYG Property or Publisher Property which is
software may be subject to updates (such as bug fixes, patches, new versions and
enhancements). You can set in GameMaker whether to download such updates
automatically or manually, but please note that if you turn off automatic updates
then YYG Property and/or Publisher Property may no longer work properly (or at
all). Please note we may remove any YYG Content and/or Publisher Property which no
longer works with the YYG Platforms. YoYo Games may at its sole discretion and from
time to time change, add or remove features and functionality of the YYG Property
without any notice to you. YoYo Games reserves the right to discontinue some or all
of the features of the YYG Property at any time at its sole discretion (including
the provision of software updates). You acknowledge and agree that YoYo Games will
not be liable to you or to any third party for any modification, suspension or
discontinuance of the YYG Property. If you are dissatisfied with any changes to the
YYG Property, then your sole option is to discontinue or terminate your use of the
YYG Property as described herein.
3.17. Compliance. You are solely responsible for your own use of the YYG Property
and for any breach of your obligations under this User Agreement. You are
responsible for compliance with all local laws, regulation and industry practice
when accessing and using the YYG Property, Publisher Property and Customer Content.
3.18. Ratings. You may be able to rate and review YYG Content and Publisher
Property via the YYG Platforms. Please be honest and constructive in your ratings
and bear in mind that you are responsible for your rating and any comments you
make.
3.19. Third Party Links. You might get links from us or third parties to third
party websites or content through the YYG Platforms. Your use of them is your
responsibility - we cannot promise they will work, what they will be like or if
they are free.

4. CUSTOMER CONTENT
4.1. Customer Content. YoYo Games may offer Customers the ability to share Customer
Content via the YYG Platforms. If you do share or use any Customer Content then it
is at your responsibility and risk. We have the right (but not the obligation) to
check and remove any inappropriate or illegal Customer Content as further detailed
in section 7.7 (Content Removal). But to be clear: we do not under any
circumstances assume any responsibility or liability for Customer Content. YoYo
Games does not guarantee the accuracy, integrity, appropriateness, availability or
quality of any Customer Content.
4.2. Customer Content Licence. By submitting Customer Content to the YYG Platforms,
you grant YoYo Games an irrevocable, worldwide, non-exclusive, royalty-free,
transferable, fully paid right and licence (with the right to sublicense) to host,
store, transfer, display, perform, reproduce, modify for the purpose of formatting
for display, and distribute your Customer Content, in whole or in part, in any
media formats and through any media channels now known or hereafter developed for
the purposes of: (i) advertising, marketing and promoting YoYo Games and the YYG
Platforms; (ii) displaying and sharing your Customer Content to other Customers;
and (iii) providing the YYG Platforms as authorised by this User Agreement.
4.3. Confidentiality. You must not share any Customer Content via the YYG Platforms
which is confidential, proprietary or otherwise in breach of the terms of this User
Agreement. Any Customer Content shared by you will be considered non-confidential
and non-proprietary and treated as such by YoYo Games and may be used by YoYo Games
in accordance with this User Agreement without notice to you and without any
liability to YoYo Games. YoYo Games will not be liable for any unauthorised use of
Customer Content by any Customer. All Customer Content you submit or upload to the
YYG Platforms may be sent to third-party verification services (including but not
limited to spam prevention services).
4.4. Third Party Rights. In sharing any Customer Content via the YYG Platforms you
represent and warrant to YoYo Games that: (i) you either own the Customer Content
or have all necessary rights needed to share such Customer Content and grant the
licences set forth in this User Agreement; (ii) the posting and use by YoYo Games
of your Customer Content on or through the YYG Platforms does not violate the
privacy rights, publicity rights, contract rights, Intellectual Property Rights or
any other rights of any person, including, but not limited to, the rights of any
person visible or identifiable in any of your Customer Content; and (iii) the
posting of your Customer Content on the YYG Platforms will not require us to obtain
any further licences from or pay any royalties, fees, compensation or other amounts
or provide any attribution to any third parties. You agree to pay all monies owing
to any person as a result of posting your Customer Content on the YYG Platforms.
4.5. Approval Rights. By sharing Customer Content via the YYG Platforms you waive
any rights to prior inspection or approval of any marketing or promotional
materials related to such Customer Content. You also waive any and all rights of
privacy, publicity or any other rights of a similar nature in connection with your
Customer Content. You hereby waive and agree never to assert any and all moral
rights, or to support, maintain or permit any action based on any moral rights that
you may have in or with respect to any Customer Content you share via the YYG
Platforms.

5. PAYMENTS AND REFUNDS

5.1. Payments. We may change, add or remove available payment methods over time at
our discretion. You agree to pay all applicable amounts that are charged on your
account (e.g. for GameMaker licenses, assets from the Marketplace etc) through the
YYG Platforms and that YoYo Games may charge your selected payment method for such
amounts. Your use of any payment services will be subject to the terms and
conditions of the relevant payment processor. In addition, purchases may include
sales tax, including value added tax (VAT) or regional equivalent if applicable in
your country. In order to assess the correct level of VAT you need to pay, we will
need to collect information about your country of residence (this is further
described in our Privacy Policy). Please make sure you give us accurate information
about your country of residence, since if we cannot corroborate your country of
residence we will be obliged to charge you the highest level of applicable VAT.
5.2. Subscription Auto-renewal. The initial term of the subscription will remain in
place for the term specified at the time of purchase and will continue for the said
period. The initial term will automatically renew for the initial subscription
period at the then-current list price unless terminated by the User as described in
clause 8. We may change the price of the subscription by providing you with at
least 14 days notice.
5.3. Refunds. If you would like to request a refund for any YYG Property or
Publisher Property, please contact us at (https://help.yoyogames.com)
help.yoyogames.com. Please note though that all refund requests will be determined
at YoYo Games' sole discretion and if a refund is offered then usually you will be
required to delete/destroy all copies of the YYG Property and/or Publisher Property
in question and all your rights to it will terminate.
5.4. Statutory Refund Rights. If you are resident in the European Union, you have
the right to withdraw from a purchase of YYG Property or Publisher Property within
14 days of your purchase, without giving a reason. You hereby expressly acknowledge
that you lose your right of withdrawal once the performance of our service has
begun and your account is provided with access to the relevant YYG Property or
Publisher Property. You agree that the supply of YYG Property or Publisher Property
and the performance of services begins immediately after you complete your
purchase. Therefore, once access to the YYG Property or Publisher Property has been
enabled on your account, the contract has been fully performed by us.
5.5. Fees and Penalties. The User shall pay at the rates prescribed by applicable
law all VAT (and/or other similar sales taxes where applicable) on the amounts due
under the Agreement. In the event the User fails to make timely payment or
otherwise breaches the Agreement: (i) any amounts owed shall bear interest at the
rate of one percent (1%) per month above the base lending rate of HSBC Bank Plc
(or, if less, the highest rate permitted by applicable law) from the date when
payment is due until the date payment is received; (ii) the User will be
responsible for all reasonable expenses (including attorneys’ fees) incurred by
YoYo Games in collecting such amounts; and (iii) YoYo Games reserves the right to
suspend performance of its obligations under the Agreement or any other agreement
with User. YoYo Games reserves the right to adjust the fees at any time.

6. PROHIBITED ACTIONS
You must follow the below rules regarding all YYG Property, Customer Content and
Publisher Property:

(i) Only use them for any personal or commercial purposes authorised under this
User Agreement. Educational subscription and Education licences should only be used
in accordance with section 3 of this agreement.
(ii) Do not copy, modify, merge, distribute, translate, rent, lend, lease, reverse
engineer, decompile, disassemble or create derivative works of: (i) Publisher
Property (unless specifically agreed otherwise with the relevant Publisher); or
(ii) the YYG Property.
(iii) Do not hack, harm, grief or misuse them or use any viruses or other harmful
software in connection with them.
(iv) Do not create or use exploits, automation software (aka 'bots') or other
software or do anything else to give you an unfair advantage regarding them (or try
to circumvent or harm software meant to stop these things).
(v) Do not interfere with them or their network software or other software
including via tunneling, code injection, modifying or changing the software, using
any other software together with them, through protocol emulation or through
creation or use of private servers regarding them.
(vi) Do not use them to access, copy, transfer, transcode or retransmit content in
breach of any laws or third party rights.
(vii) Do not remove, obscure or alter YoYo Games' or any third party's copyright,
trade mark or other proprietary notices or documentation regarding them, nor use
any YoYo Games or other trademarks for your own purposes other than as explicitly
permitted in the Brand Usage Guidelines.
(viii) Do not do or say anything which is or may be considered threatening,
abusive, obscene, racist, xenophobic, sexist, defamatory, pornographic, sexually
explicit or otherwise offensive or illegal. This includes masked words (---),
acronyms and abbreviations.
(ix) Do not submit personal information of other persons without their consent.
(x) Do not use the YYG Property for commercial product promotions, off-topic
messages or political purposes; no spam, chain letters, pyramid schemes or
fraudulent or deceptive messages; no false claims of affiliation with any third
party.

7. INTELLECTUAL PROPERTY AND OWNERSHIP

7.1. Publisher Property. Each Publisher is the owner or licensor of its Publisher
Property and all Intellectual Property Rights in it.
7.2. Ownership of YYG Property. We are the sole and exclusive owner of the YYG
Property and all Intellectual Property Rights in it. All rights not expressly
licensed or granted to you under this User Agreement are expressly reserved to us.
YYG Property is licensed not sold.
7.3. Educational Institution Content. As between YoYo Games and an Educational
Institution, the Educational Institution is the owner or licensor of any content
created under an Educational Institutional Licence. Educational Institutions are
solely responsibility for addressing ownership and intellectual property matters as
between itself and its students.
7.4. Customer Content. You retain ownership of any rights you may have in your
Customer Content.
7.5. Feedback. You are welcome to give us feedback and suggestions to improve the
YYG Property ("Feedback") - in such case you can contact us at
(https://help.yoyogames.com) help.yoyogames.com. We appreciate your Feedback, but
we may choose to use, not use or accept it at our sole discretion. In any event and
regardless of how it is communicated to us, YYG will be the sole and exclusive
owner of all Feedback you provide to us and we may at our discretion review, keep
and/or use all Feedback in any way, commercial or otherwise, without any
obligations or liability to you, financial or otherwise. By submitting any Feedback
you assign to us absolutely with full title guarantee all right, title and interest
you have in the Feedback and agree not to assert any moral, personal, publicity or
other equivalent rights anywhere in the world in relation to the Feedback,
including without limitation the right to be identified, the right of integrity and
the right against false attribution. YYG may decide to share the Feedback received
from you with our affiliates. You can find out how we share your personal data is
our Privacy Policy.
7.6. Third Party Software. The YYG Platforms incorporate and/or contain third party
software (the "Third Party Software"), which is subject to and provided in
accordance with certain terms and conditions that are in addition to and/or may
vary from the terms set forth in this Agreement. Such terms are included or
referenced in, from time to time, the applicable Third Party Software licence
available at (https://www.yoyogames.com/legal/thirdpartysoftware)
https://www.yoyogames.com/legal/thirdpartysoftware (collectively, the "Third Party
Software Terms"). By accepting this User Agreement: (i) you acknowledge that any
representations and warranties granted by YoYo Games in this User Agreement do not
apply to Third Party Software; and (ii) you undertake, represent and warrant that
you will, and will ensure that any third party acting on your behalf: (a) comply
with such Third Party Software Terms; and (b) include all applicable Third Party
Software Terms in your own Publisher Property as appropriate and as required by the
Third Party Software Terms.
7.7. Content Removal. We reserve the right to remove Customer Content and Publisher
Property from the YYG Platforms temporarily or permanently for any reason, in our
sole discretion, including but not limited to where: (i) we are requested to do so
by its Publisher; (ii) we are required by a competent law enforcement authority;
(iii) this is uploaded by a 'repeat infringer' (i.e. any Customer that has received
multiple takedown notices against him/her/them); or (iv) we are notified or become
aware that the Customer Content or Publisher Property (in whole or in part):

a) breaches the Intellectual Property Rights or any other rights of YoYo Games or
any third party;
b) breaches any provisions of this User Agreement or our other rules, including in
particular the prohibited actions outlined in section 6 (Prohibited Actions) above
and our GMC Guidelines;
c) breaches any applicable law or is subject to an injunction;
d) is being distributed by its Publisher improperly or illegally;
e) may create liability for or damage the public image, reputation or goodwill of
YoYo Games;
f) is of inadequate quality;
g) contains any virus, malware, or other harmful software or may have an adverse
impact on YoYo Games and/or YYG Property; or
h) breaches this User Agreement or any other relevant legal document.

If you believe that any Customer Content or Publisher Property violates your
Intellectual Property Rights, please refer to our IP Rights Policy. If you believe
that any Customer Content or Publisher Property violates any of the other rules
above, please contact us at (https://help.yoyogames.com) help.yoyogames.com.
7.8. Brand Usage Guidelines. You agree to comply with the Brand Usage Guidelines
(as updated by YoYo Games from time to time) at all times regarding your use of any
YoYo Games branding.

8. TERM AND TERMINATION

8.1. Start of User Agreement. This User Agreement starts when you confirm your
agreement to it or start using any of the YYG Property and will end once either you
or we terminate it, as we explain below.
8.2. Your Termination Rights. You may terminate this User Agreement at any time by
ceasing all use of the YYG Property at any time. You can terminate your
subscription at any time during the specified period of that subscription. Your
payment period will cease at the end of the specified period of the subscription.
8.3. Our Termination Rights. We may restrict, suspend or terminate this User
Agreement and your access to all or any part of the YYG Property and/or Publisher
Property at any time without prior notice or liability if: (i) you commit a breach
of your obligations or any other term under this User Agreement or violate the
rights of any third party intellectual property owner; (ii) if you are an
individual, you become bankrupt; (iii) if you are another legal entity, you become
insolvent (including being unable to pay your debts as they fall due and/or the
value of your assets is less than the amount of your liabilities, taking into
account contingent and prospective liabilities), propose an individual, company or
partnership voluntary arrangement, have a receiver, administrator or manager or
trustee in bankruptcy appointed over the whole or any part of your business or
assets; if any petition shall be presented in good faith, order shall be made or
resolution passed for your winding up (except for the purpose of amalgamation or
reconstruction), bankruptcy or dissolution (including the appointment of
provisional liquidators/interim receivers or special managers); if you shall
otherwise propose or enter into any composition or arrangement with your creditors
or any class of them or you cease or threaten to cease to carry on business; (iv)
we decide not to provide the YYG Property anymore (see below); (v) you act in any
way that may be considered threatening, abusive, obscene, racist, xenophobic,
sexist, defamatory, or otherwise offensive or illegal towards any member of the
YoYo Games staff; (vi) we delete your YoYo Games account in response to a data
deletion request from you; or (vii) we delete your YoYo Games account due to
sustained periods of inactivity, (viii) you are found to misuse any YoYo Property
and licences provided including on a free trail basis in any way.
8.4. Effect of Termination. If this User Agreement terminates for any reason then
it will cease immediately to have effect (apart from any sections that are
necessary for our enforcement of any legal rights and remedies against you). This
means that you will no longer have access to the YYG Property and Publisher
Property.
8.5. Force Majeure. Neither party shall be liable for any failure to fulfil its
obligations under this User Agreement as a result of force majeure and in such
circumstances the time for performance shall be extended by a period equivalent to
the period during which performance of the obligation has been delayed or failed to
be performed. If either party is prevented or delayed in the performance of its
obligations under this User Agreement by reason of force majeure, that party shall,
as soon as reasonably possible, serve notice in writing on the other party
specifying the nature and extent of the circumstances giving rise to force majeure.
In this section 8.5 (Force Majeure), "Force Majeure" means any cause preventing a
party from performing any or all of its obligations that arises from or is
attributable to acts, events, omissions or accidents beyond the reasonable control
of the party so prevented including strikes, lock-outs or other industrial disputes
(other than any such dispute involving the workforce of the party so prevented),
nuclear accident or acts of God, war or terrorist activity, riot, civil commotion,
malicious damage (excluding malicious damage involving the employees of the
affected party or its sub-contractors), industrial action by employees of any
providers of electrical power, failure of technical facilities, fire, flood, or
storm or default of suppliers or sub-contractors.
8.6. Ceasing to provide the YYG Property or Publisher Property. If we decide to
cease to provide the YYG Property, then you will be notified as soon as reasonably
possible. If for any reason Publisher Property that you have validly licensed is
taken down from the YYG Platforms, we encourage Publishers to notify you and ensure
that the relevant Publisher Property will remain available to valid existing
Customers for a period of 30 days (but subject to our ultimate discretion and legal
obligations as to whether they can be made available in this way or not). Following
that period, the Publisher Property (and/or if appropriate the relevant YYG
Property) will no longer be available unless we notify you otherwise.

9. LIABILITY

The following provisions apply to the fullest extent permitted by law:

9.1. Publisher Property and Customer Content. YoYo Games, and our employees have no
responsibility or liability regarding the Publisher Property or Customer Content
and is not liable in particular for any losses, damage, harm, costs, expenses,
claims, disputes or proceedings regarding them. Use of Publisher Property or
Customer Content is at your own risk and is provided "as is" and "as available"
without warranty or representation of any kind. YoYo Games disclaims all
warranties, representations and conditions of any kind relating to the Publisher
Property and Customer Content, including without limitation any implied warranties
of satisfactory quality, merchantability, fitness for purpose or non-infringement
of third party rights. In addition, YoYo Games does not warrant or represent that
your use of the Publisher Property or Customer Content will be uninterrupted or
secure or free from bugs or errors.
9.2. Limitation of Liability. Subject to section 9.1 (Publisher Property and
Customer Content) above, the maximum and total aggregate liability of the YoYo
Games to you in connection with this User Agreement (including in relation to the
YYG Property) shall be an amount equal to the net revenue actually received from
you (if any) during the preceding calendar year in which the relevant issues
occurred. IN NO EVENT WILL YOYO GAMES BE LIABLE TO YOU FOR ANY LOSS OF PROFITS,
CHARGES OR EXPENSES, LOSS OF DATA OR ANY CORRUPTION OR LOSS OF INFORMATION, OR ANY
LOSS OF BUSINESS OPPORTUNITY, OR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL LOSS OR DAMAGE OR DISRUPTION OF ANY KIND, IN ANY CASE, WHETHER BASED
ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY),
MISREPRESENTATION, RESTITUTION OR OTHERWISE WHETHER OR NOT THE RELEVANT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATIONS WILL
SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS USER AGREEMENT IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Nothing in this User Agreement
purports to limit or exclude either party's liability: (i) for fraud, fraudulent
misrepresentation or willful misconduct; (ii) for death or personal injury caused
by that party's negligence; or (iii) to the extent otherwise not permitted by
applicable law.
9.3. Indemnity. You agree on demand to indemnify and hold harmless YoYo Games and
its officers, directors, employees and agents (and keep them indemnified and held
harmless) from and against any and all damages, claims, suits, actions, judgements
and costs (including legal fees and costs) and expenses whatsoever arising out of
or relating to: (i) your use of the YYG Property, Gift Vouchers, Customer Content
or Publisher Property; and/or (ii) your material breach of this User Agreement. If
claims are brought against us, then you will cooperate fully with us and we reserve
the right to take over their defence. You will not settle any such claims without
our prior written consent.
9.4. Equitable Relief. You agree that any loss, damage or harm you suffer is not
irreparable or sufficient, and other remedies will be adequate, such that you are
not entitled to injunctive or other equitable relief against us.
9.5. Usage at Your Risk; No Warranty. You understand and agree that your use of the
YYG Property is at your own risk and that it is provided "as is" and "as available"
without warranty or representation of any kind. To the extent permitted by
applicable law, we disclaim all warranties, representations and conditions of any
kind relating to the YYG Property, including without limitation any implied
warranties of satisfactory quality, merchantability, fitness for purpose, title,
non-infringement of third party rights and any warranties that may arise from
course of dealing or course of performance or usage of trade. In addition, we do
not warrant or represent that your use of the YYG Property will be uninterrupted or
secure or free from bugs or errors. Your use of the YYG Property and any assets,
information or other material obtained via them is at your own discretion and risk.
For the avoidance of doubt, nothing in this Agreement limits, excludes or modifies
the statutory consumer guarantees or any other implied warranties provided by
applicable law.

10. CHANGES TO THIS USER AGREEMENT

We may change this User Agreement if we consider it necessary (for example to

reflect changes in the YYG Property or legal developments). If so, we will make the
revised version available online and make reasonable efforts to inform you of
changes. It will become legally binding on you once we post it online. If you do
not agree to the new version, you must stop using the YYG Property completely - in
order to make the YYG Property work properly we need to have everyone using this
under the same rules instead of different people having different rules.

11. GOVERNING LAW

11.1. If you are resident in the European Union and elsewhere in the world (but not
the USA):
You and we agree that your use of the YYG Property and Publisher Property, and this
User Agreement, and any issues arising out of them, will be governed by and
interpreted according to the laws of England and any dispute regarding it will be
exclusively under the jurisdiction of the courts of England. In any legal claim
under this User Agreement, the side which wins will be entitled to its legal fees
and expenses. This does not exclude any mandatorily applicable rules or remedies
which would be available to you in a legal claim brought under the law of your EU
Member State of residence.
11.2. If you are resident in the USA:
You and we agree that your use of the YYG Property and Publisher Property, and this
User Agreement, and any issues arising out of them, will be deemed to be entered
into in San Diego County, California and governed by and interpreted according to
the laws of the State of California, USA (and, if applicable, US Federal law)
without regard to choice of law principles. Any legal claim by you against YoYo
Games, to the extent not covered by the Dispute Resolution and Binding Arbitration
language below, will be made exclusively in state or federal court located in San
Diego County, California, which will have subject matter jurisdiction regarding the
dispute between you and us and therefore we both consent to the exclusive
jurisdiction of those courts. Moreover, you waive any rights to argue that the
state and federal courts in San Diego County, California are an improper venue. In
any legal claim under this User Agreement, the side who wins will be entitled to
its legal fees and expenses.

12. DISPUTE RESOLUTION AND BINDING ARBITRATION

12.1. If you have concerns or issues with us, we hope we can resolve them quickly
and amicably - you can contact us at (https://help.yoyogames.com)
help.yoyogames.com. However, we recognise that occasionally there might be legal
disputes which are not so easily resolved. In this section we explain what happens
if there is a legal dispute.
12.2. Informal dispute resolution: we and you both agree to make reasonable and
good faith efforts to resolve any dispute between us informally. Normally we would
suggest that this dispute resolution period lasts 30 days unless exceptional
circumstances exist. If it is not resolved during this time, the next steps depend
on where you live. If you are resident in the European Union, you may be entitled
to submit a complaint through the Online Dispute Resolution Platform operated by
the European Commission, details of which can be found at
(https://ec.europa.eu/consumers/odr/) ec.europa.eu/consumers/odr/.
12.3. Dispute resolution next steps: if you live in the European Union or elsewhere
in the world (but not the USA): you and we have the legal right to commence legal
claims against each other if we consider it necessary. If you bring a claim against
YoYo Games, you should address it to (mailto:legal@yoyogames.com)
legal@yoyogames.com.
12.4. Dispute resolution next steps: if you live in the USA:

(i) General. In the interest of resolving disputes between you and YoYo Games in
the most expedient and cost effective manner, you and YoYo Games agree that any
dispute arising out of or in any way related to this User Agreement or your use of
the YYG Property or Publisher Property will be resolved by binding arbitration.
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral
arbitrator instead of a judge or jury, may allow for more limited discovery than in
court, and can be subject to very limited review by courts. Arbitrators can award
the same damages and relief that a court can award. This agreement to arbitrate
disputes includes all claims arising out of or in any way related to this User
Agreement or your use of the YYG Property or Publisher Property, whether based in
contract, tort, statute, fraud, misrepresentation or any other legal theory, and
regardless of whether a claim arises during or after the termination of this User
Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS USER AGREEMENT, YOU
AND YOYO GAMES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A
CLASS ACTION AND THAT THIS USER AGREEMENT WILL BE SUBJECT TO AND GOVERNED BY THE
FEDERAL ARBITRATION ACT.
(ii) Exceptions. Notwithstanding section 12.4(i) above, nothing in this User
Agreement will be deemed to waive, preclude, or otherwise limit the right of either
party to: (a) bring an individual action in small claims court; (b) pursue an
enforcement action through the applicable federal, state or local agency if that
action is available; (c) seek injunctive relief in aid of arbitration from a court
of competent jurisdiction; or (d) to file suit in a court of law to address an
intellectual property infringement claim.
(iii) Arbitrator. Any arbitration between you and YoYo Games will be governed by
the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and
Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules")
of the American Arbitration Association ("AAA"), as modified by this User
Agreement, and will be administered by the AAA. The AAA Rules and filing forms are
available online at (https://www.adr.org) www.adr.org, by calling the AAA at 1-800-
778-7879, or by contacting YoYo Games. The arbitrator has exclusive authority to
resolve any dispute relating to the interpretation, applicability or enforceability
of this binding arbitration agreement.
(iv) Notice; Process. A party who intends to seek arbitration must first send a
written notice of the dispute to the other party by U.S. Mail ("Notice") or, if an
address is not available to such party, to the email address of such party as made
available on or through the YYG Platforms. YoYo Games' address for Notice is:
River Court, 5 West Victoria Dock Road, Dundee, DD1 3JT, Scotland, for the
attention of the General Manager. The Notice must: (a) describe the nature and
basis of the claim or dispute; and (b) set forth the specific relief sought
("Demand"). The parties will make good faith efforts to resolve the claim directly,
but if the parties do not reach an agreement to do so within 30 days after the
Notice is received, you or YoYo Games may commence an arbitration proceeding.
During the arbitration, the amount of any settlement offer made by you or YoYo
Games must not be disclosed to the arbitrator until after the arbitrator makes a
final decision and award, if any. If the dispute is finally resolved through
arbitration in your favor with a monetary award that exceeds the last written
settlement amount offered by YoYo Games prior to selection of an arbitrator, YoYo
Games will pay you the highest of the following: (1) the amount awarded by the
arbitrator, if any; (2) the last written settlement amount offered by YoYo Games in
settlement of the dispute prior to the arbitrator's award; or (3) $15,000.
(v) Fees. If you commence arbitration in accordance with this User Agreement, YoYo
Games will reimburse you for your payment of the filing fee, unless your claim is
for more than $15,000 or as set forth below, in which case the payment of any fees
will be decided by the AAA Rules. Any arbitration hearing will take place at a
location to be agreed upon in San Diego County, California, but if the claim is for
$15,000 or less, you may choose whether the arbitration will be conducted: (a)
solely on the basis of documents submitted to the arbitrator; (b) through a non-
appearance based telephone hearing; or (c) by an in-person hearing as established
by the AAA Rules in the county (or parish) of your billing address. If the
arbitrator finds that either the substance of your claim or the relief sought in
the Demand is frivolous or brought for an improper purpose (as measured by the
standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of
all fees will be governed by the AAA Rules. In that case, you agree to reimburse
YoYo Games for all monies previously disbursed by it that are otherwise your
obligation to pay under the AAA Rules. Regardless of the manner in which the
arbitration is conducted, the arbitrator must issue a reasoned written decision
sufficient to explain the essential findings and conclusions on which the decision
and award, if any, are based. Each party agrees that such written decision, and
information exchanged during arbitration, will be kept confidential except to the
extent necessary to enforce or permit limited judicial review of the award. The
arbitrator may make rulings and resolve disputes as to the payment and
reimbursement of fees or expenses at any time during the proceeding and upon
request from either party made within 14 days of the arbitrator's ruling on the
merits.
(vi) No Class Actions. YOU AND YOYO GAMES AGREE THAT EACH MAY BRING CLAIMS AGAINST
THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both
you and YoYo Games agree otherwise, the arbitrator may not consolidate more than
one person's claims, and may not otherwise preside over any form of a
representative or class proceeding.
(vii) Modifications to this Arbitration Provision. Except as otherwise provided in
this User Agreement, if YoYo Games makes any future change to this arbitration
provision, other than a change to YoYo Games' address for Notice, you may reject
the change by sending YoYo Games written notice within 30 days of the change to
YoYo Games' address for Notice, in which case this arbitration provision, as in
effect immediately prior to the changes you rejected, will continue to govern any
disputes between you and YoYo Games.
(viii) Enforceability. If section 12.4(vi) above is found to be unenforceable or
if the entirety of this section 12.4 is found to be unenforceable, then the
entirety of this section 12.4 will be null and void.

13. GENERAL
(i) Each party will keep any confidential information of the other party
confidential and secure and will not disclose or communicate it to any third party,
except its professional representatives or advisers or as required by law. (ii)
This Agreement does not create any exclusive relationship between the parties nor
any partnership, joint venture, employment or agency between them. (iii) No failure
or delay by a party to exercise any right under this Agreement or at law will be a
waiver of that right. (iv) No assignment, novation or transfer of this Agreement is
possible without YoYo Games' prior written consent. (v) Only a party to this
Agreement, as well as members of the YoYo Games, can enforce it (whether under the
UK's Contracts (Rights of Third Parties) Act 1999 or otherwise). (vi) If any part
of this Agreement is found to be invalid or unenforceable, that will not affect the
rest of the Agreement. (vii) This Agreement can be executed in multiple
counterparts. (viii) Any notices under this Agreement must be in English and sent
by email, for the Purchaser to its account email address and for YoYo Games to
(https://help.yoyogames.com) help.yoyogames.com. (ix) This Agreement and its
accompanying YoYo Games legal documents constitute the whole agreement between the
parties and supersedes all previous agreements between them regarding its subject
matter. Each party acknowledges that, in entering into this Agreement, it has not
relied on, and will have no right or remedy in respect of, any statement,
representation, assurance or warranty other than as expressly set out in this
Agreement. Nothing in this Agreement will limit any liability for fraud. (x) Each
party is responsible for its own costs regarding this Agreement. (xi) The parties
agrees that the UN Convention on Contracts for the International Sale of Goods does
not apply to the YYG Property or this Agreement.

14. CONTACT
If you have any comments, queries or complaints, please contact us at
(https://help.yoyogames.com) help.yoyogames.com.