This Game Publisher and Developer Licensing Agreement ("Agreement") is established between WeegooAds LTD, a corporation registered in Cyprus with its main office located at Prodromou, 121, HADJIKYRIAKOS BUILDING, 7th Floor, Office 708, 2064, Nicosia, registered with the Cyprus Trade Register Office under no. HE 433494, with VAT number CY 10433494W, ("WeegooAds LTD" or "Distributor"), and the individual or entity owning Publisher Platforms (referred to herein as "You" or "Your" or "Owner"). Both parties are collectively referred to as the "Parties". This Agreement pertains to the operation of the distribution platform found at the domain "www.wgplayground.com", a trading name owned by the Distributor, over which the Distributor has full authority and control.
It is important that you read this Agreement thoroughly. If you do not accept all the terms contained in this Agreement, you are not authorized to set up an account on the distribution platform. By creating an account on the distribution platform, you are expressing your full acceptance of all terms and conditions specified in this Agreement.
Please note that this Agreement consists of two parts: Agreement for Publishers and Agreement for Developers
1. Definitions:
Content: The games available for publishing by Publishers with an active account on the Distribution Platform - wgplayground.com
Users: The end users of the games.
Defects: Classified as:
Critical: Prevents the game or server from functioning, impacting significant user access or purchases.
Significant: Affects non-agreed server functions or game features, causing more than minor issues.
Minor: Minor feature or function issues not severely affecting game use or purchases.
Distribution Platform: The platform operated by Weegooads LTD at www.wgplayground.com.
Start Date: The date you register an account on the Distribution Platform and agree to these terms.
In-Game Purchases: Buying digital items or services within the game, plus applicable VAT.
In-Game Ads: Ads displayed within the game to users.
Gross Revenue: All income generated and collected by the Distributor from in-game purchases and In-Game Ads.
Ad and Hosting Fees: Costs related to in-game ads and hosting by the Distributor, not exceeding 10% of total in-content revenue, plus any applicable VAT.
Initial Period: One year starting from the Start Date.
Intellectual Property: All forms of intellectual property rights, whether registered or unregistered, including trademarks, patents, design rights, trade names, copyright, neighbouring rights, moral rights, database rights, and similar proprietary rights.
Net Revenue: Gross revenue minus the developer's share, ad and hosting fees, payment provider charges, and VAT where applicable.
Publisher Platform: Your websites or platforms where the game will be shown or linked.
Term: Each one-year period (12 calendar months) of automatic renewal following the Initial Term.
2. Licensing and Services for Publishers by Distributor:
2.1 Under the terms of this Agreement, the Distributor grants the Publisher a non-exclusive, limited, non-sublicensable, and non-transferable right to publish the Content on the Publisher's platforms. This license for each item of Content will end immediately if the Distributor withdraws the specific Content from the Distribution Platform for any reason. In such instances, the Publisher must remove the specified Content from their platforms promptly upon receiving notice from the Distributor. The Distributor reserves the right to not provide or continue providing any Content in all or certain regions or territories during the initial period of this Agreement and any extensions thereof. The Publisher is not allowed to publish on any native application stores without explicit written consent from the Distributor.
2.2 Each party grants the other a non-exclusive, limited right to use and publish the other party’s trademarks and logos as identified by each party in relation to fulfilling this Agreement. Trademarks must be used in the format supplied by the other party and follow any guidelines provided in advance.
2.3 Regarding the Content, for the duration of the initial and any subsequent terms, the Distributor commits to maintaining the required levels of commitment necessary to operate or distribute an online gaming experience on the Publisher's platform. Specifically, the Distributor will adhere to the following minimum service levels for reported issues:
- The Distributor will ensure a response time of no more than twenty-four (24) hours for reports of Content defects or payment-related issues, and forty-eight (48) hours for issues unrelated to payments.
- The resolution time for Critical Defects and Exploits will not exceed twenty-four (24) hours from the time of reporting.
- The resolution time for issues not related to payments and Relevant Defects will not exceed seventy-two (72) hours from the report.
- The resolution time for less critical defects will be no more than two (2) weeks from the time of reporting.
3. Revenue share:
3.1 For the duration of the initial and any following periods, the Publisher will receive a revenue share equal to fifty percent (50%) of the Net Revenue.
3.2 Throughout the initial period and any extensions, the Publisher has continuous access to reports detailing their share of the Net Revenue from In-Content Advertisements, calculated monthly, in the Distribution Platform's reporting area.
3.3 The Distributor is obligated to disburse/pay the Publisher's share of the revenue for each month within 45 days following that month's conclusion.
3.4 Payment of the Publisher's revenue share is contingent upon the total due amount reaching a minimum of EUR 100. The Publisher must also have provided the necessary payment details. Should these minimum thresholds not be met, the unpaid amounts will be carried over to the subsequent month until such minimums are achieved.
3.5 Each party is individually responsible for its tax obligations.
3.6 By agreeing to this contract, the Publisher acknowledges its status as a VAT-liable entity under the EU VAT Directive 2006 (Council Directive 2006/112/EC). If the Publisher is based in or operates from Cyprus, and the distribution rights are granted from there or a permanent establishment within, the revenue share to be paid will include an additional VAT charge at the current rate of 19%. VAT - inclusive payments will be made only after the Publisher provides its Cyprus VAT identification number to the Distributor.
4. Declarations, Guarantees, Indemnity, and Responsibility:
4.1 The Distributor asserts and guarantees that it either owns the games outright or possesses the necessary rights/licenses to distribute these games on its platform and is legally authorized to engage in this Agreement.
4.2 The Publisher asserts and guarantees that its platform will not infringe upon any laws or third-party rights and will not engage in deceptive, violent, sexual, obscene, defamatory, or abusive content. The Publisher is legally authorized to engage in this Agreement and commits to preventing itself or its users from:
i. Misusing, duplicating, selling, or exploiting any Content or aspects of the Distribution Platform beyond their intended purpose;
ii. Altering or removing any included branding or links in the Content or Distribution Platform, or modifying them in any manner unless explicitly agreed upon by both parties;
iii. Engaging in abusive activities, decompiling, reverse engineering, attempting to derive source code, or disassembling any Content or the Distribution Platform;
iv. Disrupting or attempting to disrupt the proper functioning of any Content or the Distribution Platform;
v. Claiming any rights over any Content, the Distribution Platform, or the Distributor's business;
vi. Breaching applicable data protection laws.
The Publisher will defend, indemnify, and protect the Distributor against any liabilities, losses, damages, costs, and expenses (including legal fees) arising from any claims or actions related to the breach of the aforementioned declarations and guarantees.
4.3 The Distributor's total liability for any failure to fulfill its obligations under this Agreement, wrongful acts, or any other legal basis, including third-party and regulatory claims, will be capped at the total revenue share paid to the Publisher in the three months preceding the incident, with a maximum limit of €5,000 (Five Thousand Euros).
5. Ownership of Intellectual Property:
5.1 Any intellectual property rights that existed prior to this Agreement will remain with their original owner. Both parties will only gain rights from each other as specifically outlined in this Agreement.
6. Data Protection Measures:
6.1 WeegooAds LTD, through its platform www.wgplayground.com, acts as a "Data Controller" under GDPR when its cookies are used, requiring Publishers to obtain user consent for data processing.
6.2 The Distributor acknowledges Publishers as Data Controllers when they collect data through their cookies or web requests, advising them to seek user consent but allowing the use of "Legitimate Interest" as per GDPR for data processing.
6.3 Publishers using "Legitimate Interest" must inform the Distributor beforehand, ensuring that consent mechanisms are appropriately adjusted.
6.4 The Distributor recommends that Publishers link to the Distributor’s privacy policy in their own privacy documents to explain the data processing on the Distribution Platform.
7. Duration and Cancellation:
7.1 The Agreement starts with an Initial Term and will renew automatically for the same duration, unless terminated by either Party in writing (not including email) upon three (3) months written notice, before the end of the Initial Term or any renewal period.
7.2 The Agreement may be ended by either party if:
- The other party significantly violates a term and doesn't fix it within 30 days of being notified in writing.
- The other party goes into liquidation, stops business operations, faces bankruptcy, suspension of payments, loses control of its assets due to legal actions, or is unable to meet its obligations under the Agreement.
- The other party breaches GDPR or other data protection laws and commitments.
7.3 The Distributor can immediately end the Agreement, partially or fully, without being liable for damages if:
- The Content breaches third-party rights, laws, or regulations.
- The Publisher doesn't meet the Agreement's guarantees.
- There's a breach of specific sections of the Agreement.
7.4 The reasons for termination mentioned in 7.2 and 7.3 don't affect other legal reasons for ending the Agreement or related remedies.
7.5 Any obligations meant to continue after the Agreement's end will remain in effect.
7.6 Upon termination, the Publisher must remove all Content from its platforms immediately.
8. Miscellaneous Provisions:
8.1 Confidentiality Obligations: Except as explicitly permitted in this document, each party must maintain the confidentiality of all confidential information, not using or disclosing it beyond what is necessary for fulfilling this Agreement's requirements. This confidentiality commitment extends to binding employees and contractors through written Agreements. "Confidential Information" encompasses all data, with exceptions for information that the recipient can prove: became publicly known through no fault of their own; was obtained from a third party with the legal right to share such information; was already in the recipient's possession without restrictions before being disclosed by the other party; was independently developed without reliance on the confidential information of the other party; or must be disclosed due to legal or governmental orders.
The duty to protect confidential information persists for three years following the last disclosure by either party.
8.2 Restrictions on Agreement Transfer: The publisher is prohibited from assigning, sublicensing, transferring, or otherwise disposing of this Agreement without the distributor's prior written consent. Any such unauthorized actions by the publisher will be considered a significant breach of the Agreement. This Agreement is binding and will benefit the successors and permitted assigns of the parties.
8.3 Service Suspension: The distributor may suspend services under this Agreement if the publisher breaches any terms.
8.4 Force Majeure: Neither party will be held accountable for any failure to perform its obligations due to unforeseeable circumstances beyond reasonable control, such as natural disasters, labor disputes, wars, or shortages of essential resources. If such a force majeure event persists for over thirty days, either party may terminate the Agreement immediately with written notice.
8.5 Rights and Remedies: The failure of a party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. All rights and remedies are cumulative and not exclusive of others.
8.6 Agreement Updates: The Agreement may be updated periodically, with the latest version available on the Distribution Platform. Continued use of the platform after updates signifies acceptance of the new terms.
8.7 Independent Contractors: The parties are independent contractors, with neither party having any authority to obligate or bind the other in any manner.
8.8 Subcontracting: The distributor may subcontract its obligations under this Agreement, but remains liable for its subcontractors' actions related to the Agreement. The distributor may also transfer its contractual relationship with the publisher to a third party, with the publisher's pre-approval for such transfer.
8.9 Platform Management: The distributor reserves the right to make changes to the Distribution Platform, including content removal or adjustments, to comply with laws, regulations, or infringement claims.
8.10 Exclusion of Other Terms: The application of any general or specific terms and conditions of the publisher is explicitly excluded from this Agreement.
8.11 Severability and Negotiation: Should any part of this Agreement be deemed unenforceable or prohibited in any jurisdiction, it will be ineffective only to the minimum extent necessary, without affecting the remaining provisions. Parties will negotiate in good faith to replace any invalid provisions with valid ones.
8.12 Governing Law and Jurisdiction: This Agreement and any related documents will be governed by Cyprus law. Any disputes or claims arising from this Agreement will be exclusively resolved in the competent courts of Cyprus.
1. Definitions:
Content: Refers to the game(s) owned by you or your licensors, which you intend to upload to the Distribution Platform - wgplayground.com
Users: The end users of the games.
Defects: Classified as:
Critical: Serious issues that stop the game from working properly, like server failures, key function errors, widespread purchase issues, or software crashes. This means the game is either unusable or severely limited.
Significant: Problems with unagreed server functions or content features that cause major issues but are not minor inconveniences.
Minor: Small bugs in content features or functions that don't majorly impact game use or in-content purchases.
Distribution Platform: The platform operated by Weegooads LTD at www.wgplayground.com.
Start Date: The date you register an account on the Distribution Platform and agree to these terms.
In-Game Purchases: Buying digital items or services within the game, plus applicable VAT.
In-Game Ads: Ads displayed within the game to users.
Gross Revenue: All income generated and collected by the Distributor from In-game purchases and In-Game Ads.
Ad and Hosting Fees: Costs related to in-game ads and hosting by the Distributor, not exceeding 10% of total in-content revenue, plus any applicable VAT.
Initial Period: One year starting from the Start Date.
Intellectual Property: All forms of intellectual property rights, whether registered or unregistered, including trademarks, patents, design rights, trade names, copyright, neighbouring rights, moral rights, database rights, and similar proprietary rights.
Net Revenue: Gross revenue minus the publisher's share, ad and hosting fees, payment provider charges, and VAT where applicable.
SDK: A script provided by the Distribution Platform to be integrated into the Content, encompassing tracking features, advertisement codes, statistics, and IAP functionalities for revenue calculation, monitoring, and performance optimization.
Term: Each one-year period (12 calendar months) of automatic renewal following the Initial Term.
2. License:
2.1 In accordance with the terms of this Agreement, the Owner grants the Distributor a non-exclusive right to distribute and commercially use the Content across the Distribution Platform, as well as on websites, applications, and other platforms of third-party publishers.
2.2 The Distributor is permitted to delegate its responsibilities under this Agreement to any third party. In relation to fulfilling the terms of the Agreement, the Owner provides the Distributor with a non-exclusive and limited permission to utilize and display the Owner’s trademarks and logos.
3. Owner/Distributor Responsibilities:
3.1 Throughout the initial and any subsequent periods, the Owner is obligated to:
- Assume full responsibility for the programming, design, and development of the content.
- Avoid using any copyrighted or trademarked names and visual materials in the content unless owned by the Owner.
- Implement the SDK into the content as per Distributor's instructions before submission. Failure to comply will result in rejection of the content for publication.
- Ensure all content updates and features are consistently available on the Distribution Platform, maintaining parity with versions on other platforms, websites, apps, etc.
- Ensure the games are available in English at a minimum.
- Provide user support for the content, including community management.
- Refrain from including links to external web domains or contents within the Distribution Platform-integrated content without prior approval from the Distributor.
3.2 In terms of content, throughout the initial and any subsequent periods, the Owner commits to:
- Adhere to the necessary dedication levels for operating/distributing an online gaming experience on the Distribution Platform.
- Ensure a response time of no more than 24 hours for defect or payment-related issues and 48 hours for non-payment-related issues.
- Resolve critical defects and exploits within 24 hours of reporting. If unresolved after 48 hours, the Distributor may deduct 0.5% from the Owner's revenue share for each day the issue remains unresolved.
- Address non-payment-related issues and relevant defects within 72 hours of reporting. If unresolved after 5 days, the Distributor may apply a similar deduction to the Owner's revenue share as for critical defects.
- Fix inconvenient defects within two weeks of reporting.
3.3 Under this Agreement's terms, the Distributor will:
- Host the content in its entirety on the Distribution Platform, unless exceptions are granted in writing.
- Endeavor to display advertisements within the content using the SDK.
- Reserve the right to block any outgoing links in the content through the SDK to comply with third-party publisher requirements for content placement on their networks.
4. Revenue share:
4.1 For the duration of the initial and any following periods, the Owner will receive a revenue share equal to fifty percent (50%) of the Net Revenue.
4.2 Throughout the initial period and any extensions, the Owner has continuous access to reports detailing their share of the Net Revenue from In-Content Advertisements, calculated monthly, in the Distribution Platform's reporting area.
4.3 The Distributor is obligated to disburse/pay the Owner's share of the revenue for each month within 45 days following that month's conclusion.
4.4 Payment of the Owner's revenue share is contingent upon the total due amount reaching a minimum of EUR 100. The Owner must also have provided the necessary payment details. Should these minimum thresholds not be met, the unpaid amounts will be carried over to the subsequent month until such minimums are achieved.
4.5 Each party is individually responsible for its tax obligations.
4.6 By agreeing to this contract, the Owner acknowledges its status as a VAT-liable entity under the EU VAT Directive 2006 (Council Directive 2006/112/EC). If the Owner is based in or operates from Cyprus, and the distribution rights are granted from there or a permanent establishment within, the revenue share to be paid will include an additional VAT charge at the current rate of 19%. VAT - inclusive payments will be made only after the Owner provides its Cyprus VAT identification number to the Distributor.
5. Representations, Warranties, Indemnification, and Liability:
5.1 The Owner affirms that it:
- Has the authority to enter and fulfill the terms of this Agreement;
- Operates its business in adherence to all relevant laws, including data protection regulations;
- Will not violate any existing Agreements, laws, or obligations through its engagement in this Agreement;
- Possesses or is licensed to use all necessary Intellectual Property Rights in the Content for sublicensing purposes;
- Ensures the Content is current, accurate, and non-misleading, avoiding any content that is obscene, defamatory, violent, sexually explicit, or likely to offend;
- Guarantees that the Content and any associated products or services will not infringe on any rights and will comply with all laws and regulations;
- Commits to providing high-quality Content and support, in line with this Agreement's specifications;
- Assures that the Content will be free from viruses or harmful components;
- Will adhere to applicable data protection laws and the Distributor's privacy policies regarding personal information;
- Confirms there are no ongoing or imminent legal issues related to the Content.
5.2 The Distributor confirms its authority to commit to and execute the responsibilities outlined in this Agreement.
5.3 The Owner will protect, indemnify, and hold the Distributor harmless against liabilities, losses, damages, and costs arising from:
(a) Claims of Intellectual Property Rights infringement in the Content;
(b) Violation of the Owner’s warranties;
(c) Any claims related to the use of the Content by end users, including product liability and contractual or equitable claims.
5.4 The Distributor will similarly protect and indemnify the Owner against losses due to breaches of the Distributor’s warranties.
5.5 The Owner acknowledges that the Distribution Platform and its contents are provided "AS IS," and, except as stated in this Agreement, the Distributor makes no warranties regarding the platform and its contents, including the guarantee of uninterrupted or secure access.
5.6 The Distributor's total liability for any damages, including third-party claims and regulatory actions, is capped at the revenue share paid to the Owner in the three months preceding the incident, up to a maximum of €5,000.
6. Ownership of Intellectual Property:
6.1 The ownership of Intellectual Property Rights that were in place before this Agreement was established remains with the original holder. Rights will be transferred between Parties only as clearly specified within this Agreement.
6.2 The Owner grants the Distributor a global license free of royalties, which includes the ability to grant further licenses as required for the effective execution of this Agreement. This encompasses the rights to distribute, publish, advertise, and promote the Content via the Distribution Platform, without limitation.
7. Data Protection Measures:
7.1 WeegooAds LTD, through its platform www.wgplayground.com, acts as a "Data Controller" under GDPR when its cookies are used, requiring Publishers to obtain user consent for data processing.
7.2 The Distributor acknowledges the Owner's position as a Data Controller whenever personal data of users is collected through the Owner's cookies or through user accounts created within the Content. While the Distributor advocates for obtaining consent for data processing, it also acknowledges the Owner's prerogative to choose "Legitimate Interest" as defined in the GDPR, as a valid basis for data processing. Should the Owner decide to proceed with Legitimate Interest as the basis for processing, they must inform the Distributor beforehand in writing.
7.3 The Distributor highly advises all Developers to refer to and incorporate links to the Distributor's privacy policy within their own privacy notices and policies. This is to ensure that Data Subjects are fully informed about the data processing activities related to the Distribution Platform.
8. Duration and Cancellation:
8.1 The initial duration of this Agreement is set for the Initial Term. Following that, the Agreement will automatically extend for the same duration unless either party provides a written termination notice (email excluded) at least three (3) months before the end of the Initial Term or any subsequent term.
8.2 A party may cancel this Agreement under the following conditions:
- If the other party significantly violates a term or condition of this Agreement and does not rectify this violation within thirty (30) days after receiving a detailed written notice of the violation.
- If the other party enters liquidation or stops its business operations.
- If the other party applies for or is granted a (temporary) suspension of payments or is declared bankrupt.
- If the other party loses control of its assets or a portion thereof due to confiscation, being placed under guardianship, or any other means, and does not regain control within four weeks.
- If it becomes evidently unreasonable to expect that the other party will fulfill its obligations under this Agreement.
- If the other party is found to be non-compliant with its obligations under the GDPR, relevant data protection laws, or its contractual data protection commitments.
8.3 The Distributor has the right to immediately and unilaterally terminate this Agreement, in whole or in part, without any obligation to compensate for damages, if:
i) The Content or any included product or service infringes upon third-party rights or breaches any applicable laws or regulations,
ii) The Owner's guarantees under this Agreement are not met, or
iii) There is a violation of Section 3.2 or Section 9.1.
8.4 The termination conditions mentioned in 8.2 and 8.3 are in addition to any legal rights and remedies available for contract termination.
8.5 Any obligations that, by their nature, should continue after the termination of this Agreement, will remain in effect post-termination.
9. Miscellaneous Provisions:
9.1 Confidentiality Obligations: Each Party agrees to keep all Confidential Information strictly confidential, using it solely for the purpose of fulfilling their duties under this Agreement. Confidential Information includes all data and information not publicly known or that hasn't been rightfully obtained from a third party, developed independently, or required to be disclosed by law. This obligation of confidentiality is to be extended to all employees and contractors through written Agreements and will last for three years following the final disclosure by any Party under this Agreement.
9.2 Restrictions on Agreement Transfer: The Owner is prohibited from assigning, sublicensing, or otherwise transferring this Agreement without the Distributor's explicit written consent. Any unauthorized transfer attempts by the Owner will be considered a significant violation and breach of this Agreement. This Agreement shall be binding and benefit successors and permitted assigns of the Parties, except as stated otherwise.
9.3 Suspension of Services: The Distributor may pause its services under this Agreement if the Owner fails to comply with any terms herein.
9.4 Force Majeure: No Party will be held responsible for any failure to perform their obligations due to unforeseen circumstances beyond their reasonable control, such as natural disasters, wars, or legal changes. If such events persist for over thirty days, any Party may terminate the Agreement with immediate effect through written notice.
9.5 Waiver of Rights: The failure or delay by any Party in exercising any right under this Agreement does not waive their ability to enforce such right at a later time.
9.6 Agreement Updates: The Agreement may be updated periodically, with the latest version available on the Distribution Platform. Continued use of the platform after updates signifies acceptance of the new terms.
9.7 Independent Contractor Status: The Parties are independent contractors, and this Agreement does not establish any form of employment, agency, or partnership between them. Neither Party has the authority to bind the other legally or financially.
9.8 Subcontracting: The Distributor may delegate its obligations under this Agreement to third parties, remaining accountable for their performance. The Distributor also reserves the right to transfer its relationship with the Owner to another party, with the Owner's pre-approval.
9.9 Compliance and Content Management: The Distributor reserves the right to remove or modify content on the Distribution Platform to comply with laws, regulations, or to address infringement claims.
9.10 Rejection of Owner's Terms: This Agreement explicitly overrides any of the Owner's general or specific terms and conditions.
9.11 Severability and Negotiation: Should any part of this Agreement be deemed unenforceable or invalid, it will be modified to the least extent necessary to make it valid and enforceable, without affecting the remainder of the Agreement. The Parties commit to negotiating in good faith to replace any such provisions.
9.12 Governing Law and Jurisdiction: This Agreement, including any amendments or related contracts, shall be governed by Cyprus law. Any disputes or claims arising from this Agreement will be exclusively resolved in the competent courts of Cyprus.
