Developer agreement

Hereinafter: Developer T&C

PREFACE

Striked GmbH, authorized representative: Tristan Kreuziger, Planckstr. 13, 22765 Hamburg (hereinafter "Striked GmbH") is the operator of the platform striked.gg (hereinafter "Striked"), on which customers can purchase and download video games and other content in digital form. Game developers thereby have the opportunity to upload the games they have developed and sell them via the platform. The contract for the use of the Striked platform is concluded directly between the Developer and Striked. The following General Terms and Conditions of Striked (hereinafter referred to as "GTC") regulate the legal relationship between Striked and the Developer. Contractual partner is Striked GmbH. The Developer's own GTC are expressly not applicable, unless otherwise expressly agreed.

The following terms and conditions apply.

I. Use of online store / subscription

§ 1 Purpose

The purpose of Section I. of the Developer T&C is to establish terms and conditions for the use of the Platform and the processing of sales and payments between Striked and the Developer.

§ 2 Conditions for use

Prerequisite for a use of the platform is a registration with Striked. This is subject to the terms of use, which are defined here: https://striked.gg/page/tos.

§ 3 Use of online store

1. Striked grants the Developer the personal and non-transferable right to use the platform offered by Striked within the scope of these Terms of Use. This includes in particular the uploading and offering of games for Striked's customers.
2. A withdrawal of the right of use is possible under certain conditions. These are explicitly stated in these terms and conditions.

§ 4 Payment and processing

1. Striked settles directly with the purchasing customer when purchasing games offered by the Developer. This is regulated in the customer terms and conditions, which are defined here: https://striked.gg/page/tos.
2. The Developer must provide a valid bank account in his account settings. As long as this is not present, Striked will not offer any of the Developer's games for sale.
3. At the end of each calendar month, Striked will issue a credit note for the sales of the Developer's products in the previous calendar month. The amount will be paid as a credit to the account specified by the Developer. The Developer receives a receipt for the transactions to be settled.
4. Striked pays the Developer the net price for each unit of product sold. The value added tax is paid directly by Striked. Any additional costs for e.g. the payment provider are paid by the customer directly at the time of payment.

§ 5 Subscriptions

1. By ordering a subscription, the Developer enters into a monthly terminable contract with Striked GmbH.
2. If no timely notice of termination is given by the Developer or Striked, the subscription is tacitly renewed for another month.
3. The cancellation period is one day to the end of the current validity period of the subscription. The validity period begins with the conclusion of the contract and ends with the same day in the following month.
4. Payment for the subscription is made at the beginning of the validity period.
5. A prerequisite for ordering a subscription is the deposit of a valid payment method. The subscription is activated only after successful payment of the subscription.
6. Striked offers the subscription in different versions at different prices. These are called packages in the following. The prices can be viewed at the following link: https://striked.gg/b2b/pricing.
7. It is possible to upgrade the subscription to a more expensive package at any time. In doing so, the payment made in the current billing period will be deducted proportionally from the new price for the first billing period.
8. The downgrade to a lower package applies from the end of the current billing period. Early downgrading of the package and refund of the price difference are not possible.
9. The same conditions apply to a change of the subscription as to the cancellation period under 5.3.
10. If the package is downgraded or the subscription is canceled, the available features will be limited. Games that exceed the available limitations will be temporarily deactivated and will no longer be available for sale.

II. Software

§ 1 Purpose

The purpose of Section II. of the Developer T&C is to set forth terms and conditions for Developer's use of the Software Development Kit (hereinafter "SDK") and related Services. Acceptance of this Agreement will enable the Developer to access the Services set forth in these Terms of Use.

§ 2 Services

1. The services offered by Striked to the Developer can be found here: https://striked.gg/b2b/services.
2. During the term of this Agreement, Striked shall provide to the Developer the Services set forth in Section 2.1 and shall use commercially reasonable efforts to provide such Services substantially with such quality as to enable a smooth gaming experience.
3. Striked's obligations under Section 2.2 are contingent upon the Developer performing and completing all tasks required or reasonably requested by Striked to integrate the SDK and ensure that the Video Game developed by the Developer is compatible with the SDK and the Services, and compliance with all applicable terms of this Agreement.
4. If the Developer does not use or access a particular Service for a period of at least one year, Striked shall have the right, upon thirty (30) days' notice, to delete all data related to such Service that is stored or maintained through the Service. Striked will inform the Developer after the expiration of the year, setting a deadline, of the consequences of the continued lack of use.

§ 3 Licensing

1. During the term of this Agreement, subject to the terms of this Agreement and subject to the Developer's compliance with these terms, Striked hereby grants to the Developer a non-sublicensable, terminable, non-exclusive, royalty-free license to:
   1. use the Striked Materials internally to evaluate the Services for use in connection with the Developer's Video Games;
   2. use the Striked Materials to integrate the Services into applications related to the Developed Video Game, including by incorporating Distributable Code into the Developed Video Game; and
   3. distribute the Distributable Code, which is included in object code format only as an inseparable part in the Developed Video Game, to End Users subject to an End User License Agreement that expressly disclaims any representations, warranties, conditions and liabilities with respect thereto with respect to the Striked Materials.
2. Distributable Code in this context refers to program libraries and applications that Striked makes available to the Developer for the operation of the Game.
3. All rights granted to the Developer under this Agreement are granted only by express license and not by sale, and all such rights are limited by the terms of this Agreement.

§ 4 Accounts and login credentials

1. To download the SDK and access the Developer Portal, the Developer must create an account. The terms of use and requirements are set forth in Section I. of this Agreement.
2. To use the Services, Striked may provide the Developer with certain credentials. The Credentials may only be shared with licensed Striked Developers for the purpose of using the Credentials in good faith to use the Services in connection with the Video Game.

§ 5 License restrictions and permitted use

The Developer agrees not to do the following, and not to permit any third party to do so:

1. to access the Services or Striked Materials except through the SDK, the Developer Portal, or as otherwise expressly authorized by Striked;
2. to use the SDK with any application or software other than in connection with the Developed Video Game;
3. to combine, distribute or otherwise use the SDK with code or other content covered by a license that would directly or indirectly require all or any part of the SDK to be subject to terms and conditions other than those set forth in this Agreement; or
4. to use Striked Materials or Services in such a manner:
   1. that this in any way violates any applicable laws or regulations;
   2. that third party access to Striked Materials or the Services is interfered with or obstructed, intentionally or otherwise;
   3. tampering with or circumventing technical restrictions on the use, access, storage or any function of the Services or Striked Materials, for example by using credentials that the Developer is not authorized to use.

§ 6 Content removal

1. Striked reserves the right to immediately remove any Content stored or maintained through the Services or to disable, suspend or terminate access to the Services in order to comply with applicable law or if the Developer violates Section 5 or any addendum to the Services.
2. The Developer agrees to provide information or other materials related to use of the Services if Striked may reasonably request it in order to investigate the cause of a problem with the Services or to verify compliance with this Agreement.

§ 7 Updates and changes

1. Striked may release SDK Updates from time to time and make them available through the Developer Portal. Striked will use commercially reasonable efforts to ensure that each SDK Update is binary compatible with Video Games that integrate the previous version of the SDK.
2. The Developer is required to update the Developed Video Game to use the SDK Update within three (3) years of its release.
3. Beyond this period, Striked intends to use commercially reasonable efforts to ensure continued backward compatibility of all live services, but Striked is not obligated to support a previous version for longer than three (3) years after receiving an SDK. Striked may discontinue support for any Live Services with three (3) years prior written notice to the Developer.
4. Striked may make changes to Services that are compatible with previous versions at any time upon prior written notice to the Developer.
5. Striked may issue an amended Agreement at any time in its sole discretion. Striked will notify the Developer of such at least 2 months in advance. The Developer is not obliged to accept the amended agreement. However, in order to use new SDK updates or access new services offered by Striked, the amended agreement must be accepted. If the Developer declines to accept the amended Agreement within one month of Striked's notice, the Developer's subscription will expire on the next available date without the possibility of renewal.
6. Notwithstanding the foregoing, Striked may amend this Agreement with respect to the current version of the SDK or the current Services to comply with legal or regulatory requirements, in which case Striked will provide the Developer with reasonable notice.

§ 8 Intellectual property rights

1. Striked and its licensors retain all right, title and interest, including all intellectual property rights in and to the Striked Trademarks, Striked Materials and the Services. For clarification, all intellectual property rights in the Distributable Code as incorporated into the Developed Video Game shall remain the property of Striked. Striked retains all right, title and interest in Striked Owned Data.
2. The Developer shall take reasonable and appropriate measures to protect any applications or systems using Striked Proprietary Data from unauthorized or unlawful access, use, destruction, loss, modification or disclosure. Additional requirements in this regard, as necessary, will be set forth in the Service Addendum.
3. As between the Developer and Striked, the Developer (and its licensor, if any) retains all right, title and interest, including all intellectual property rights, in and to the Developed Video Game (other than Distributable Code and Striked Materials incorporated therein) and the Developer's Data.
4. The Developer grants to Striked a non-exclusive, fully paid-up, royalty-free, worldwide license to use and reproduce the Data solely for the purpose of providing the Services.
5. Striked shall take reasonable and appropriate measures to protect any applications or systems using the Developer's Data from unauthorized or unlawful access, destruction, loss, modification or disclosure.
6. The Developer agrees not to remove or destroy any copyright notices, trademarks or other proprietary or confidential legends or markings placed on or contained in the Striked Materials, including, without limitation, any documentation or materials related to the SDK.
7. The Developer acknowledges and agrees that it has no rights with respect to any trademarks, brands, trade names or logos of Striked or its affiliates (the "Striked Trademarks"). If the Developer wishes to use Striked Trademarks, the Developer must contact [email protected].
8. The Services include features that allow the Developer to submit, publish, display or transmit its trademarks, brands, trade names or logos ("Developer Trademarks") to Striked and other users.
9. The Developer agrees to hereby grant to Striked a non-exclusive, fully paid-up, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display and use its Trademarks solely as uploaded by the Developer and solely for such purpose of providing the Services.
10. The Developer hereby warrants that he owns all rights and licenses to the work distributed by him.
11. For promotional purposes, the Developer grants Striked the right to give away copies of their games. This permission may be revoked by the Developer at any time and without giving reasons.

§ 9 Third party software

The SDK contains third-party software components ("Third-Party Software"). If third-party software has separate software licensing or attribution requirements, the licensing terms or other attribution requirements for third-party software components are provided in the ThirdPartyNotices folder of the SDK.

§ 10 Service Metrics

Striked collects service quality metrics related to the Developer's use of the Services and the SDK ("Service Quality Metrics") and uses Service Quality Metrics only for the purpose of providing the Services. Service Quality Metrics include only telemetry data derived from API requests and additional data captured by the SDK. The quality of service metrics collected by the SDK include a randomly generated session identifier for each session that makes API calls, the number of API calls, latency, and HTTP and internal status codes (i.e., success and error codes).

§ 11 Notices

If this Agreement requires notice from Striked, including written notice, Striked may notify the Developer via the email address the Developer uses to register for or access the Services or to the relevant email address that the Developer may have configured for notifications in the Developer Portal. Striked's notices to the the Developer will be effective when the email is sent.

§ 12 Disclaimers and limitation of liability

1. Claims of the Developer for damages are excluded. Excluded from this are claims for damages by the Developer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by Striked, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfillment is necessary to achieve the goal of the contract.
2. In the event of a breach of material contractual obligations, Striked shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the Customer's claims for damages are based on injury to life, body or health.
3. The restrictions of clauses 1 and 2 shall also apply in favor of the legal representatives and vicarious agents of Striked if claims are asserted directly against them.
4. The limitations of liability resulting from clauses 1 and 2 do not apply as far as Striked has fraudulently concealed the defect or has given a guarantee for the quality of the item. The same applies as far as Striked and the customer have made an agreement about the quality of the item. 5. The regulations of the product liability law remain unaffected. Without limiting the generality of the foregoing, Striked, its licensors and its and their affiliates do not warrant that
   1. the Striked Materials and Services will function properly,
   2. the Striked Materials and Services will meet the Developer's requirements,
   3. the operation of the Striked Materials and Services will be uninterrupted, error-free under all circumstances,
   4. all defects in the Striked Materials and Services can or will be corrected,
   5. the Striked Materials and Services comply with the rules or requirements of a Platform Manufacturer, or
   6. a Platform Manufacturer approves the Developer's video games or revokes approval of a video game for any or no reason.
5. Striked, its licensors and its and their affiliates do not warrant continuous, error-free, virus-free or secure operation of or access to the Striked Materials and Services.

§ 13 Representations and compensation

The Developer represents and warrants the following:

1. The Developer has the right and authority to enter into this Agreement and to fully perform its obligations under this Agreement, and all materials and information the Developer submits to Striked in connection with its use of the Services are truthful and sufficient to not infringe the intellectual property rights of any third party.
2. The Developer agrees to indemnify and hold Striked, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors and other representatives harmless from and against any and all claims, demands, actions and losses to the extent that the Developer breaches its obligation under 13.1.

§ 14 Term and termination

1. This Agreement shall remain in effect unless terminated as provided below. Striked may terminate this Agreement,
   1. if the Developer materially breaches any of its obligations set forth in this Agreement and fails to cure such breach within thirty (30) days of Striked's request to cure or remedy such breach;
   2. immediately for cause, if the Developer materially breaches any of its obligations under the Terms of Use;
   3. if the Developer does not use or access any Services for a period of at least one (1) year.
2. The Developer may terminate this Agreement at any time by giving notice to Striked.
3. Upon termination of this Agreement, the Developer shall:
   1. cease using the Striked Materials, the Services and the Developer Portal,
   2. destroy all tangible copies of the Striked Materials, together with all reproductions and modifications thereof; and
   3. deliver to Striked, upon Striked's request, written confirmation that the Developer has complied with all obligations under this Section.

§ 15 International data processing

1. Striked is a global company. To help the Developer provide the Services, we and our service providers may process your data on servers and devices located in the United States or other countries in which we or they operate. By using the Services, the Developer consents to the transfer of its data to locations that may be outside of its country of residence.
2. If the Data includes Personal Data from third parties in the European Union, the Developer may be required to enter into a data processing agreement with Striked that includes standard data processor to processor contractual clauses.

§ 16 Permitted use of account data

1. The Developer agrees to use the Service and/or Striked Account Data solely for the purpose of authenticating Users, providing Striked's social features in connection with the developed video game, and helping Users make social connections through other Services. Except as required by applicable law, the Developer agrees not to use, retain, disclose or otherwise process Striked Account Data for any other purpose.
2. Striked Account Data is Striked Proprietary Data, even if used or disclosed with other Services and if created or modified by the Developed Video Game. The Developer may only regulate use of the Service and access Striked Account Data through the Service and in accordance with all relevant Striked policies and license agreements.
3. The Developer may not collect data about Striked Accounts directly from Users or from sources other than through the Service. He is not authorized to authorize, request or collect Striked Account credentials.
4. If the Developer chooses to support Striked Accounts in its video game (either as the sole account system or in conjunction with other account systems), the Developer agrees to provide Users with clear and conspicuous options to log in and out of their Striked Accounts through the Developer's account in accordance with our policies, and to allow and offer Users without a Striked Account to create a Striked Account. Once a User has authenticated through the Service, the Developer is required to clearly indicate to the User that he or she is logged in to the applicable Striked Account.
5. If the video game requires the use of a Striked Account in order to access all of the video game's features, this fact must be prominently displayed prior to purchase and/or download.
6. Striked may provide different ranges of Striked Account Data to which the Developer may request access. The Developer may only request access to areas of Striked account data that are currently required in its video game for the Permitted Uses.
7. The Developer must obtain express consent from a user in their video game before importing the user's Striked Account Data to make social connections through other services.
8. Consent for this use of Striked Account Data may not be required as part of the video game. The Developer agrees to provide a transparent and easily accessible mechanism for Users to revoke their consent to the use of such User's Striked Account Data for this purpose.
9. The Developer agrees not to sell, rent, license, release, disclose, distribute, transfer or otherwise make available any Striked Account Data, in whole or in part, to any third party for financial or other monetary consideration. These third parties include, but are not limited to, data brokers, advertising networks, advertising exchanges and advertisers.

§ 17 Data protection laws

1. The Developer agrees to use and process the Service and Striked Account Data solely in accordance with all applicable data protection laws. In the event that any data protection law, enforcement action, investigation, litigation or claim or other circumstance will affect the Developer's ability to comply with this Agreement, the Developer agrees to notify Striked immediately through the Developer Portal and to take reasonable steps to remedy any violations or to immediately cease use of the Service and processing of Striked Account Data.
2. Striked may deny or revoke the Developer's access to or use of any or all of the Service or Striked Account Data if the Developer has violated this Agreement.
3. The Developer agrees to provide a privacy policy that complies with the law and this Agreement and that comprehensively, clearly and accurately describes the processing of Striked Account Data.
4. The Developer will provide contact information for privacy inquiries and agrees to provide Striked with a link to its publicly available privacy policy for inclusion in the Consent Flow interface.

§ 18 Storage and deletion

1. The Developer may retain Striked Account Data only as long as necessary for the Permitted Uses or as required by applicable law.
2. The Developer agrees to promptly and securely delete all Striked Account Data of a User upon User's request and to provide an easily accessible mechanism for Users to make such request. The Developer also agrees to promptly and securely delete all of a User's Striked Account Data upon being notified by Striked that the User has sent a deletion request to Striked.
3. The Developer shall immediately and promptly upon expiration or early termination of the Agreement delete all Striked Account Data in its possession, custody or control.
4. In the event and during the period that such deletion cannot be accomplished for reasons permitted by applicable law, the Developer agrees:
   1. to promptly notify Striked of the reason(s) for refusal to delete;
   2. to maintain the confidentiality, security, privacy and integrity of the Striked Account Data in accordance with this Agreement;
   3. to immediately discontinue use of the Striked Account Data unless otherwise required by applicable law or express agreement; and
   4. to promptly delete the Striked Account Data after the reason(s) for rejection no longer exist.

§ 19 Security measures

1. The Developer agrees to develop, implement and maintain technical and organizational security measures appropriate to protect Striked Account Data from unauthorized or inadvertent processing. These shall include, without limitation, a comprehensive software security program and software development safeguards to control internal and external risks to the privacy, security, confidentiality and integrity of Striked Account Data.
2. The Developer shall ensure that only authorized employees and agents are granted access to Account Data, and only on the basis that it is necessary, and that they process Account Data only in accordance with the terms of this Agreement. To the extent the Developer engages service providers to process Account Data, the Developer shall ensure that the service providers are bound by a contract that imposes obligations that are substantially the same and no less protective than those contained in the Agreement. The Developer acknowledges and agrees that it shall remain fully liable for the performance of the obligations of its Service Providers.
3. The Developer agrees to notify Striked immediately via the Developer Portal if it becomes aware of any actual or suspected unauthorized or inadvertent processing of Striked Account Data ("Striked Account Data Incident"). It agrees to promptly investigate such Striked Account Data Incident, take all necessary and advisable corrective actions, and fully cooperate with Striked in all reasonable and lawful efforts to prevent, mitigate or remedy the Striked Account Data Incident.

§ 20 Compliance monitoring

1. The Developer agrees to provide Striked with all information and materials necessary to demonstrate compliance with this Agreement and to permit and contribute to audits, including inspections, conducted by Striked (or an agent acting on Striked's behalf) on the Developed Video Games , applications, systems and records that relate in any way to its obligations under this Agreement. Any inspection conducted pursuant to this Section shall take place at a mutually agreed upon time during the Developer's normal business hours and shall not unreasonably interfere with the normal conduct of its business.
2. The Developer acknowledges and agrees that Striked shall have the right to monitor the Developer's use of the Service and compliance with this Agreement.
3. Once per calendar year, Striked will notify the Developer that the Developer must confirm continued compliance with the terms of this Section on the Developer Portal. If the Developer fails to confirm compliance within three months of notification, Striked may revoke the Developer's access to the Service and Striked Account Data and/or require the Developer to promptly delete Striked Account Data then in the Developer's possession, custody or control and so confirm to Striked.