DEVELOPER AGREEMENT
Method Gaming Limited, (the "Company") is the creator of a software client which displays, and offers for download various third party applications, social media tools and functionality with the aspects of the World of Warcraft video game (the "Platform"). "You" or "Developer" means anyone who desires to develop applications for use with the Platform and who accepts these developer terms and conditions (“Terms”). Company may provide Developer access to elements of the Platform in order to assist Developer in publishing Applications pursuant to the terms and conditions herein.
These Terms govern your access to and use of the Platform and its Hosting Functionality (collectively the “Services”). By using the Services, you agree to the terms and conditions set forth in these Terms. If you do not agree to any of these Terms, you are not authorized to use the Services.
- Services.
- "Hosting Functionality" means the Platform’s ability to (i) display applications to End Users of the Platform, as determined by the Company, (ii) offer said applications for download to End Users, (iii) manage the landing pages of each Application on the Platform, pursuant to Section 1(d), (iv) receive Subscription Revenues through use of the Platform, (v) display Advertisements on Landing Pages, and (vi) other similar functionalities as may be offered by the Company from time to time.
- Applications. Subject to the terms and conditions hereof, during the Term, Company shall grant Developer the non-exclusive, non-transferable, revocable right to the use the Platform in order to make use of the Hosting Functionality for software applications created by Developer, which exclusively provide materially functional uses in World of Warcraft’s retail or classic versions (the “Game(s)”) (which may include future expansions pertaining thereto) (“Application”). By way of example, Applications may cause the Game to display a different user interface than would otherwise be displayed without said Application. Prior to submitting any Application to Company, Developer shall inform Company in writing of the material functionality provided by such Application, in such manner as is required by the Company. For the avoidance of doubt, stand-alone import/export strings, scripts, and similar code, importable to applications such as Weak Auras, Elvui, Plater, and other similar applications, which have the effect of modifying or customizing existing applications, shall not be considered Applications under these Terms.
- Use of the Services. In order to make use of the Services you agree to the following: (1) you shall not use the Hosting Functionality for anything other than its reasonably intended purposes; (2) your account with the Platform shall be connected to a verified Blizzard Entertainment account or GitHub account, which you represent and warrant contains an accurate representation of any personally identifiable information; (3) any Application you submit shall be subject to the Acceptance Procedures set forth below and shall contain a zip file (the “Downloadable File”) without any .exe file type or other malicious software, including trojan horses, spiders, viruses, worms, or any other computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (4) any Application you submit shall not have the effect or purpose of collecting personally identifiable information of End Users, as that term is understood by applicable privacy laws; (5) you shall ensure the Landing Page is updated from time to time, as necessary to adequately reflect changes in the Applications; (6) you shall not circumvent any security mechanisms of the Platform; (7) you shall not display any form of advertising or promotion to a brand or service in an Application or on the Landing Page, including but not limited to advertising in its name, its content, its functionality or other similar mechanisms; and (8) you agree to comply with these Terms in their entirety.
- Landing Page. Upon creation of any Application, and for the Term, you shall be permitted to access and edit certain elements, as determined by the Company, of a landing page on the Platform which shall contain the Downloadable File as well as a description of the Application, its last updated version number, said version number’s update date, relevant images associated with the Application, and a contact address for End Users to contact (the “Landing Page”)
- Acceptance of Applications. Nothing herein shall require Company to display or distribute any Application, and Company shall at all times have sole discretion as to whether to display or distribute any Application. With seven (7) days’ notice to Developer, the Company may at any time, cease all Services connected with any or all Applications for any reason, including but not limited to the display of the Landing Page, or offering of the Hosting Functionality (the “Acceptance Procedures”).
- Terms and Conditions. All Applications shall be subject to the Company’s application terms and conditions, located at https://addons.wago.io/agreements/terms-of-service, which may be modified from time to time by the Company in its sole and absolute discretion (“Application Conditions”), and End Users shall agree to these Application Conditions upon installation of the Platform. Developer may not add to or modify such Application Conditions, except as may be agreed by Company in writing. Developer acknowledges that it has read the Application Conditions and understands that the terms make certain representations and warranties in respect of, and imposes certain obligations on, the Developer. Developer agrees to the Application Conditions.
- Privacy Policy. The Company may provide applications with certain anonymous information regarding the use of and access to the Application. Unless in full compliance with the Company’s Privacy Policy and all applicable laws, no Application shall collect data from end user consumers who are permitted to download the Platform as determined by the Company in its sole and absolute discretion (“End Users”). End Users, or make use or distribute such data, except in accordance with the privacy policy of Company, as may be amended by Company from time to time in its sole discretion.
- Changes to these Terms. Company reserves the right to modify these Terms at its sole and absolute discretion from time to time with seven (7) days’ notice to Developer. If Developer objects to any changes made to these Terms, Developer’s sole remedy shall be to terminate these Terms before any such changes take effect.
- Representations and Warranties of Developer.
- Developer represents and warrants that it (i) is of at least 18 years of age or otherwise legally competent to enter into a binding agreement or, if it is entering into these Terms on behalf of a company, is legally authorized to bind such company, (ii) all information provided by Developer is accurate and correct, and will be updated by Developer as necessary to keep it accurate and correct, and (iii) shall only use the Services for its reasonably intended purposes.
- Developer represents and warrants that no Application (including any content provided by users) shall (i) contain any defamatory, libelous, obscene, hateful or otherwise offensive materials, (ii) infringe or violate any intellectual property rights, moral rights or privacy rights of any third party, (iii) violate any applicable law, rule or regulation, (iv) include any virus, worm, adware, spamware or other malicious software, or any software or programs which could violate the privacy rights of any End User except as expressly permitted hereunder, (v) send messages (including emails or SMS) to any End User that an End User could possibly find abusive, harassing, needlessly repetitive or any messages that violate any applicable law, rule or regulation, or (vi) collects or stores personal information, as that term is understood pursuant to applicable privacy law.
- Developer represents and warrants that (i) all Applications shall be Developer’s original work (except for material in the public domain, material provided by the Company, or material which Developer has a license to use and sublicense to the Company and End Users, pursuant to the Application Conditions), (ii) it shall abide by applicable laws, rules and regulations, (iii) the Application is in compliance with all applicable laws, rules, and regulations, (iv) it and the Application, fully complies with all rules, requirements, policies, and terms set forth by the publisher of World of Warcraft, Blizzard Entertainment, including the Official Rules (defined below), and (v) it shall not fraudulently, mechanically, or artificially (including by bot) enhance the number of Application downloads (the “Download Enhancement").
- Developer represents and warrants that Developer shall not, and shall not allow any of its employees, representatives, or agents to (i) copy, sublicense, adapt, modify the Platform; or (ii) disassemble, reverse engineer, attempt to find the underlying code of, or decompile the Platform.
- Cooperation with Publishers. Developer acknowledges that the Company operates in an industry where video game developers (the “Publishers”) exercise a high degree of control over the operations and applications used with its games. Developer acknowledges that the Company must abide by the official rules, mandates, regulations, and policies of any video game publishers, which may be modified from time to time, without the Company’s consent or control (the “Official Rules”). Developer acknowledges and agrees that the Company may modify these Terms or take any actions necessary to comply with the Official Rules set forth by the Publishers. Developer further agrees to immediately cease acting, or omitting to act in such a way, that conflicts with the Official Rules at all times. For the avoidance of doubt, it shall not be considered a breach of these Terms for the Company to make any act or omission in order to comply with the Company’s obligation to abide by the Official Rules.
- Intellectual Property Rights.
- As between the Parties, Company has the exclusive right, title, and interest, including copyrights, patents, and other intellectual property rights to the Platform and all enhancements, derivatives, bug fixes or improvements to the foregoing. These Terms and the Application Conditions shall not be construed as a sale of any right to any Platform or any part thereof.
- Developer shall own all right, title and interest to all Applications they develop, subject to Company’s rights in the underlying Platform, and licenses granted to the Company and End Users pursuant to these Terms and the Application Conditions.
- Developer hereby grants Company and its agents a non-exclusive, sub-licensable, transferable, royalty-free, worldwide, fully paid-up license to display, use, distribute, host, monetize (in accordance with the terms set forth in Section 5) all Applications through the Platform during the Term, provided the above license shall be perpetual to End Users making use of said Application pursuant to the Application Conditions.
- Developer hereby grants to the Company and its affiliates, a perpetual, non-exclusive, sublicensable (as required to fulfill the Services), license to use, copy, promote, host, display, broadcast, distribute, and stream Developer's (1) trademarks, name, graphics, service marks, logos or other distinctive brand features (collectively the “Developer Marks”) and (2) text, content, graphics, images, biographies and any other materials provided to the Company for use hereunder (collectively the “Developer Content”): (i) for use on the Platform including the Landing Page, (ii) for use on the Company's website and in association with the Company's promotional and marketing materials, and (iii) to the extent required to perform the Services, duties, and obligations associated with these Terms, which may include but is not necessarily limited to on or in connection with any marketing and promotion activities conducted in connection with this Agreement in any manner and in any media. After the Term, the Company shall not be required to remove posts created and displayed during the Term from Facebook, Twitter, YouTube, Twitch, or other social media, streaming, or similar websites containing the Developer Marks or Developer Content after the termination or expiration of these Terms.
- Except as expressly provided in these Terms, nothing herein will be construed to confer any ownership interest, license or other rights upon Developer by implication, estoppel or otherwise as to any technology, intellectual property rights or products of Company or any third party, including the Platform.
- Revenue Share.
- Revenue Share. The Parties acknowledge and agree that the Company shall be authorized to sell various advertisements on the Platform, including the Landing Pages, in a manner determined by the Company in its reasonable discretion, whether by PMP, programmatic sale, or other means ("Advertisements"). If Developer opts into the Company’s revenue share reward program (the “Reward Program”), the Company shall pay to Developer the Wago Credit equivalent (pursuant to Section 5(c)) of its Proportional Share (defined below) of Seventy Percent (70%) of the Revenue Share Pool (defined below) (“Developer Advertisement Revenue”), and the Company shall retain the remaining thirty percent (30%) of the Revenue Share Pool. The “Revenue Share Pool” means the total Net Revenues actually received by the Company, in a calendar month, from Advertisements sold in connection with the applications on the Platform that have opted into the Reward Program. The “Proportional Share” shall be a percentage determined by calculating the number of unique computer Application downloads from the Platform in a calendar month (as reasonably determined by the Company), which shall not include non-material updates (as reasonably determined by the Company), where such number shall serve as the numerator, and which shall be divided by the denominator calculated as the total number of all other unique computer downloads from applications that have opted into the Rewards Program, on the Platform each calendar month, and then multiplied by one hundred (100). If the Company, in its reasonable and good faith discretion, identifies fraudulent downloads of the Application from the Platform for any reason and/or by any party, such fraudulent downloads shall not be included in the calculation of the Proportional Share. The Company shall be entitled to (i) withhold payment of future Developer Advertisement Revenues, to set-off against Developer Advertisement Revenues obtained using said Download Enhancement, or (ii) receive a refund of any portion of Developer Advertisement Revenue made which is paid to Developer as a result of a Download Enhancement, within thirty (30) days of Company’s request. ’
- Subscriptions. If Developer opts into the Reward Program, Developer shall be automatically opted into the Subscription Reward Program, and Company shall thereafter be authorized and permitted to sell subscriptions to the Application in a manner determined by the Company in its reasonable discretion (the “Subscriptions,” and when referencing the Company’s permission and authorization to sell Subscriptions to the Application in exchange for payment to Developer of the Developer Subscription Revenue, the “Subscription Reward Program”). The Company shall be permitted to determine the benefits conferred by Subscriptions, including the methods of payment, and subscription, in its sole but reasonable discretion. The Company shall make Wago Credit equivalent payments to Developer of Eighty Five Percent (85%) of the Net Revenue actually received by the Company from Subscriptions sold in connection with the Application (“Developer Subscription Revenue”).
- Revenue Share Program. All Developer Advertisement Revenue and Developer Subscription Revenue earned by Developer pursuant to the Company’s Reward Program shall appear in Developer’s Reward Program dashboard as redeemable Wago credits (“Wago Credits”). Each Wago Credit represents One Cent ($0.01); one hundred (100) Wago Credits represents One Dollar ($1), five hundred (500) Wago Credits represents Five Dollars ($5), etc…). Developer may redeem Wago Credits for USD in accordance with the payment terms below. The label of Wago Credits in the Reward Program dashboard is for display purposes only, and Wago Credits shall not be usable for any purpose other than to be redeemed for payment in accordance with this Agreement.
- Payment Terms. When requested by Developer, the Company shall make payment of the USD equivalent of the Wago Credits within sixty (60) days, provided that such payments are over Fifty US Dollars($50). Developer shall be responsible for all taxes associated with any Wago Credit payments. If for any reason monies are owed due to the Company from Developer, the Company is permitted to withhold any form of Wago Credits owed to Developer to satisfy such outstanding balance.
- Audits. The Company shall maintain complete and accurate records concerning amounts received in connection or related to the Application Advertisements and Subscription Revenue, which records shall contain sufficient information to permit Developer to confirm the accuracy of payments made hereunder (the “Records”). The Company shall retain such Records relating to a given calendar quarter for at least two (2) years after the conclusion of that calendar quarter. During such two (2) year period, at Developer’s expense, Developer shall have the right to cause an independent, certified public accountant to inspect the Records during normal business hours for the sole purpose of verifying any payments delivered under these Terms. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of the audit. In the event an audit reveals an underpayment of more than five percent (5%) by the Company to Developer, the Company shall reimburse Developer for the costs of the audit within thirty (30) days. For the avoidance of doubt, all information obtained from the Company in connection with the Audits shall be considered the Company’s Confidential Information.
- Developer shall be permitted to choose to opt in or out of the Reward Program at any time. Additionally, Developer shall be permitted to opt out of the Subscription Reward Program without opting out of the full Reward Program, at any time. Upon notification of Developer’s decision to opt out of the Reward Program or Subscription Reward Program, no additional Subscriptions shall be purchasable by End Users. Notwithstanding the above, any Subscription benefits conferred to End Users for a specified period of time shall be permitted to naturally expire before the Reward Period opt out shall be deemed completed.
- Net Revenue. For purposes of these Terms, “Net Revenues” shall mean gross revenues minus costs associated with agency fees, programmatic advertising platforms, or payment processors.
- Support.
- Platform Support. Company shall use commercially reasonable efforts to diagnose and correct verifiable and reproducible problems in respect of the Platform. Developer shall make best efforts in assisting Company to reproduce the problem. Company shall not have any obligations to provide support in respect of (a) the Platform if not used in accordance with any applicable documentation or guidelines, or (b) the interface of the Application with the Platform.
- End User Support. Developer shall serve as the sole point of contact for all End User inquiries and support requests associated with the Application. The Company may, in its sole and absolute discretion, provide input for End User inquiries and support requests when requested by Developer. Developer shall provide the Company with contact information including an email address, which the Company may use to contact Developer regarding Developer’s use of the Services or Application.
- Confidentiality. Each party agrees to keep confidential during and after the termination of these Terms and not disclose or use except in performance of its obligations under these Terms, confidential or proprietary information related to the other party’s technology or business that it learns in connection with these Terms and any other information received from the other, provided that such information or material is either clearly marked confidential or the receiving party should reasonably understand the information to be confidential ("Confidential Information"). Confidential Information shall not include information (i) already lawfully known to or independently developed by the receiving party without access to or use of the other party’s Confidential Information, (ii) disclosed in published materials, (iii) generally known to the public, (iv) lawfully obtained from any third party without restrictions, or (v) required to be disclosed by law, provided however that the receiving party shall provide the disclosing party of prompt written notice of such requirement. The financial and other terms of these Terms, and the technical details of the Platform constitute the Confidential Information of Company. Each Party agrees to restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein.
- Infringement.
- Developer shall notify Company of any claim by any third party that the Platform or any Application, or any element of the foregoing, infringes the intellectual property rights, moral rights, or privacy rights of any third party, within two (2) business days of receiving the same. Developer shall not take any action, legal or otherwise, with respect to such matter without the prior written consent of Company. Developer shall promptly remove, delete or modify any Application as requested by Company to ensure that such Application does not include or present any infringing material.
- If the Services (including any content accessible or made available through the Platform) is, or in Company’s opinion is likely to become, the subject of an infringement claim, Company may, at its option and expense, either (a) procure for Developer the right to continue using the Services, (b) modify the Services so that it becomes non-infringing, or (c) terminate these Terms. Company shall have no obligation for any claim of infringement arising from any Application or the content thereof. This Section states Company’s entire liability and Developer’s sole and exclusive remedy for infringement claims and actions.
- Indemnification. Developer shall indemnify and hold harmless the Company, its shareholders, directors, employees, and agents from and against all claims, damage, losses, costs (including without limitation, all reasonable legal costs), expenses, demands or liabilities brought by any third party (“Claims”) which arises from: (i) Developer’s duties, obligations, or services provided under this terms, (ii) any breach of these Terms by Developer, including any representation and warranty hereto, and (iii) any Application developed by Developer. For the avoidance of doubt, Developer acknowledges and agrees that: (i) Developer shall be responsible for any Claims brought against the Company in connection with the Application, and (ii) the Company shall not be responsible for any Claims brought in connection with the Application.
- Warranty Disclaimers.
- The Services are provided "as-is". Company expressly disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement in respect of the Services. Company does not warrant that the Services will meet Developer’s requirements, or that the operation of the Services will be continuous or error-free. Company may modify the Services and Developer’s sole remedy in respect thereof shall be to cease use of the Service. Company may cease to make the Services available at any time and without notice.
- If Developer notifies the Company in writing of any failure in the Platform, The Company may, at its option and expense: (a) repair, (b) replace or reperform, or (c) if unable to repair such nonconformance or replace or reperform, terminate the Agreement.
- Limitation of Liability. IN NO EVENT WILL THE COMPANY BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS, THE PARTIES FURTHER AGREE THAT THE COMPANY’S LIABILITY SHALL NOT EXCEED THE VALUE BESTOWED UPON IT BY DEVELOPER WITHIN THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF THE DAMAGE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THIS LIMITAION OF LIABILITY.
- Term and Termination.
- Term. The term of these Terms shall commence as of the date accepted by the Developer pursuant to the terms and conditions hereof and shall continue until terminated pursuant to the provisions hereof (such period of time being defined as the "Term").
- Termination. Either party may terminate these Terms upon thirty (30) days’ notice for any reason. In addition, Company may terminate these Terms without notice if it has justifiable reason to believe that Developer is in material breach of any provision hereof. Developer understands that Company requires the ability to terminate without notice in the event of Developer’s material breach in order to protect Company from liability and to comply with the Official Rules set forth by the Publisher.
- Effect of Termination. Upon termination of these Terms for any reason Developer shall cease the use of the rights licensed hereunder including: (i) cease all use of the Services, including the Platform, (ii) cease all distribution of the Application through the Platform and (iii) ensure that no End User may access any Application through the Platform, provided that nothing herein shall preclude Developer from distributing Applications, or allowing End Users to access Applications, outside of the Platform. The termination of these Terms solely with respect to a specific Application shall not affect each party’s rights hereunder with respect to other applications on the Platform or which have been developed by Developer. Upon termination of these Terms for any reason, the Company shall pay to Developer all amounts due hereunder as of the date of termination within forty five (45) days.
- Survival. Sections 1(f) (Terms and Conditions), 1(g) (Privacy Policy), 2 (Representations and Warranties of Developer), 4(a),(b),(d)(1),(d)(2),(d)(ii), (d)(iii) and (e) (Intellectual Property Rights), 7 (Confidentiality), 8 (Infringement), 9 (Indemnification), 10 (Warranty Disclaimers), 11 (Limitation of Liability), 12(c) (Effect of Termination) and this Section 12(d) will survive expiration or termination of these Terms for any reason.
- Miscellaneous.
- Notices. Any and all notices and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, or received by confirmed facsimile or similar means of communication, or by mail or courier or, with respect to Developer, to the email address of Developer provided to Company, including without limitation upon registration, and with respect to the Company, to management@wago.io or 272 Bath Street, G2 4JR, United Kingdom.
- Relationship of Parties. Company and Developer are and intend to remain independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other.
- Entire Agreement; Modification, Amendment, Waiver; Severability. This document and its exhibits constitutes the entire and sole agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous understanding, agreements, representations or warranties, whether oral or written, with respect to the subject matter. In the event of any contradiction between this document and any exhibit, this document shall govern unless expressly stated otherwise in an exhibit that the exhibit shall govern. No party shall be deemed to have waived compliance by any other party with any provision of these Terms unless such waiver is in writing, and the failure of any party at any time to enforce any of the provisions of these Terms shall in no way be construed as a waiver of such or any other provision and shall not affect the rights of any party thereafter to enforce such provisions in accordance with their terms. No waiver of any breach of any provision of these Terms shall be deemed the waiver of any subsequent breach thereof or of any other provision of these Terms. In the event that any provision of these Terms is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, such section shall be interpreted to give maximum effect to its terms as possible under law, and the remainder of these Terms, and the application of such provision in any other circumstances, shall not be affected thereby.
- Assignment; Successors. Developer shall not assign any of its rights or obligations hereunder without the prior written consent of Company, and any assignments in violation of the foregoing shall be void. Company may assign its rights or obligations hereunder.
- Governing Law. These Terms shall be governed by and construed and enforced in accordance with the laws of England applicable to contracts formed and entirely performed therein. Any action, suit or other proceeding arising under or relating to these Terms shall be brought in a court of competent jurisdiction in London, England, and the parties hereby consent to the sole jurisdiction of such courts. Notwithstanding the foregoing, Company may bring suit in any jurisdiction in order to enforce the terms and conditions of these Terms.