Overwolf Developer Terms and Conditions
Last Updated: March 19, 2024
IMPORTANT NOTICE: THESE TERMS ARE SUBJECT TO A BINDING ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS, AS DETAILED IN SECTION 15.6 BELOW. YOU AGREE THAT ANY CLAIM OR DISPUTE AT LAW OR EQUITY THAT HAS ARISEN OR MAY ARISE PURSUANT TO THESE TERMS OR THE USE OF THE SERVICES, AS DEFINED BELOW, WILL BE RESOLVED IN ACCORDANCE WITH SECTION 15.6 BELOW. PLEASE READ THAT SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS.
Overwolf Ltd., a company organized under the laws of the State of Israel ("Overwolf") is the operator and distributor of Overwolf, which is an innovative platform that provides a set of APIs, SDKs, tools, plugins, code, technology, content, and services that enables developers, to develop functionality, integrates apps, social media tools with games, for the purpose of creating and or distributing Apps (the "Platform"). "Developer", "you" or "your" means anyone who desires to develop or distribute applications in the Platform and who accepts these Terms. Overwolf will provide Developer with an application program interface for the Platform in order to assist Developer in developing applications for use with the Platform, pursuant to the terms and conditions hereof.
Please read these terms ("Terms") carefully. These Terms govern your access to and use of the Platform and Platform API (as defined below). By using our services, Platform, Platform API or clicking "accept", you are entering into a legally binding agreement with Overwolf, meaning you agree to comply with and be bound by these Terms. You hereby signify your assent to both these Terms and our Developer Privacy Policy. If you do not agree to any of these Terms, please do not use the Platform or the Platform API.
Your use of the Platform and the Platform API are further subject and governed by Overwolf Community Guidelines, Overwolf Advertising Policy and technical documentation at the Developers Hub (collectively, the "Documentation") which are incorporated into the Terms by reference.
To the extent your Application is powered by OW-Electron ("OW-Electron"), as defined below, some of the terms setout below may not be relevant for you. If your Application is powered by Electron, you must enter into the additional terms set out in Exhibit B.
Definitions.
In these Terms the following terms when capitalized shall have the meaning set forth below."Application(s)" means any application, created or distributed by Developer through use of the Platform API or any software development kit provided to you by Overwolf.
"End-User" means an end user consumer of the Platform who wishes to use an Application.
"OW-Electron" means the @overwolf/ow-electron, which is a package based on the electron package, adding several new features to it, as detailed in the OW-Electron Documentation
"Platform API" means Developer's application program interface which allows Developers to create or distribute Applications on the Platform, including without limitation any software development kit which Overwolf may provide you.
"Revenues" shall mean amounts actually received from the use of the Monetization Opportunities (as defined below), including without limitation all amounts collected, paid or received from: End-Users in respect of sales, licenses or subscription of the Application, in-App content, or advertising displayed or sold through the Application, less any applicable (i) credits, refunds or chargebacks; or (ii) commissions, royalty and other fees payable to third parties; (iii) amounts related to technical services and support; (iv) amounts payable in respect of duties or taxes; provided that, Overwolf shall be entitled to deduct any amounts reasonably determined by Overwolf as amounts generated from or related to fraudulent activity (e.g. non-human traffic). (v) minus ads server licensing, anti-fraud tools licensing or any other costs related to Overwolf's advertising platform, including any fees for using Tebex Services; and
Use of Platform API.
Usage. Subject to these Terms hereof, Overwolf shall allow the Developer to use the Platform API. The Developer is solely responsible for ensuring its Applications function properly with any Platform API it uses, including any future updated or modified versions of the Platform API.
License from Overwolf. Subject to these Terms, Overwolf hereby grants you a limited, non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, revocable license during the Term to use and reproduce the Platform API solely to develop, test, promote, measure, market, host, store, support, and operate your Applications. If the Platform API includes any libraries, sample code, or other materials we make available specifically for incorporation in the Applications (as indicated by the applicable documentation), you may incorporate those particular Platform API in your Application and reproduce and distribute those Platform API as incorporated in the Application. You may also modify any such sample code to the extent necessary to incorporate it in the Application. All sample code will be identified as such.
License to Overwolf. You grant Overwolf an unrestricted, worldwide, exclusive, royalty-free license to use, store, reproduce, distribute, display, perform, operate, modify, adapt, and create derivative works of your Application for the purpose of (a) operating and maintaining our Platform; (b) marketing, advertising and distributing of the Applications on the Platform in any form, format, media, or media channels now known or later developed or discovered; (c) providing hosting services to you and on your behalf to enable storage and user access to Applications and to enable third-party hosting of such Applications; (d) making improvements to the Platform; (e) use, and share data on the use of Application by End-Users; and (f) ensuring compliance with these Terms. You hereby appoint Overwolf to be your agent for the above mentioned purposes.
Acceptance of Applications. Nothing herein shall require Overwolf to display or distribute any Application, and Overwolf shall at all times have sole discretion as to whether to display or distribute any Application. Overwolf may at any time, without notice and without providing reasons, cease all display or distribution of any or all Applications, or cease to provide any or all Applications with access to the Platform API.
Third-Party Licenses. The Platform may provide links to third-party websites or resources. You acknowledge and agree that Overwolf is not responsible or liable for the availability or accuracy of such websites or resources or the content, products, or services on or available from such websites or resources. You further acknowledge that Overwolf does not endorse such websites or resources or the content, products, or services on or available from such websites or resources.
Integrations. Overwolf may offer you, in its sole discretion, a set of integrations and plug-ins that you may integrate into your Application. Such integrations may allow you to provide different functionalities to End-Users on the Platform. To integrate such integrations you must follow our Documentation. To the extent you choose to include Overwolf's plug-ins in your Application, you must ensure that the integrations are stable and function properly.
Restrictions and Obligations of Developer.
You are responsible for uploading your Applications to Overwolf, providing required information and support to End-Users, and accurately disclosing the permissions necessary for the Application to function.
You are responsible for maintaining the confidentiality of any credentials that Overwolf may issue to you or that you may choose yourself, and you are solely responsible for all Applications that are developed under your Developer credentials. Overwolf may limit the number of accounts issued to you.
End-Users are instructed to contact you concerning any defects or performance issues in your Applications, and you are responsible for undertaking or handling the support and maintenance of your Applications and any complaints about your Applications. You agree to supply and maintain valid and accurate contact information that will be displayed in each of your Applications' detail page and made available to End-Users for customer support and legal purposes.
Overwolf allows End-Users to rate and review Applications. Only End-Users who download the applicable Application will be able to rate and review it on Overwolf. Overwolf reserves the right to display Applications to End-Users in a manner that will be determined at Overwolf's sole discretion. Your Applications may be subject to user ratings and reviews to which you may not agree.
Developer shall not, and shall not allow any third party, to (a) copy, sublicense, adapt, modify the Platform API; (b) develop or distribute the Platform API or Application, except through the functionality expressly provided by the Platform, (c) disassemble, reverse engineer, attempt to find the underlying code of, or decompile the Platform or Platform API, or (d) circumvent any security mechanisms of the Platform or API. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Developer shall inform Overwolf in writing in each instance prior to engaging in the activities set forth above. All Platform APIs must be used in accordance with applicable documentation.
Prior to submitting any Application to Overwolf, Developer shall inform Overwolf in writing of all material functionality provided by such Application, and shall ensure that the Application complies with any and all technical documentation, including but not limited security guidelines, compatibility guidelines and UI/UX guidelines.
Overwolf may, where reasonably feasible and subject to its discretion, provide you with certain aggregated or anonymized information, metadata or metrics relating to End-Users' usage of your Applications ("End-User Information"). You may use any End-User Information solely for your own internal business purposes directly related to your Applications. You may not share such data with any third party, or attempt, either directly or indirectly, to re-identify or de-anonymize any End-User based on End-User Information for any reason or purpose.
Overwolf does not undertake an obligation to monitor the Applications or their content. If Overwolf becomes aware and determines that an Application or any portion thereof (a) violates any applicable law; (b) violates these Terms, applicable policies, or other terms of service, as may be updated in accordance with said terms; (c) does not meet Overwolf's quality guidelines (as determined by Overwolf in its sole discretion), including due to reasons beyond Overwolf or the Developer's reasonable control (such as interruptions or failures), or (d) creates potential liability for, or may have an adverse impact on Overwolf (for example, if an Application has an adverse economic, reputational or security-related impact), then Overwolf may reject, remove, suspend or limit the visibility of your Application on the Platform. Overwolf reserves the right to suspend or ban any Application or Developer from Overwolf. If your Application is rejected, removed, or suspended from the Platform then Overwolf may withhold payments due to the Developer. If you wish to appeal any decision related to the above actions, please contact us at: developers@overwolf.com
Representations and Warranties of Developer.
You represent, warrant, and covenant that:
You are at least the legal age of majority in the jurisdiction where you reside, and you are able to form a legally binding contract. If Developer is a business or other legal entity and not an individual, then the individual entering into these Terms on Developer's behalf represents that he or she has all necessary legal authority to bind Developer to these Terms;
You have the full right, power, and authority to enter into and fully perform these Terms. Before providing Overwolf or any End-User the Application, you will have obtained the rights necessary for the exercise of all rights granted under these Terms, and you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to your Applications;
You will maintain throughout the Term all rights and licenses that are required with respect to your Applications;
You represent and warrant to Overwolf that, you have the right to use, store, reproduce, transmit, copy, display, perform, and distribute your Application on the Platform, and that use of your Application by Overwolf and its End-Users, in accordance with Overwolf terms and policies, will not violate the rights of any third party, or any applicable regulation or law, including the laws of any country in which your Applications are made available;
You shall not straight up copy. Developer cannot copy+paste code, text or design from other apps on Overwolf. Overwolf encourages Developer to innovate, and at the very least add a unique flavor to Developer's Application. If you feel like you've been copied, reach out to Overwolf and share your complaint with visual or technical references.
You and your Applications, either directly or indirectly, will not create, submit or distribute any content or functionality, or engage in any activity, that violates any of Overwolf's Terms or Community Guidelines;
None of your Applications or the sale, distribution, or promotion thereof will either: violate any law; require Overwolf to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity or privacy, or moral rights);
Your Applications may be imported to, exported from, and lawfully used in the United States, all countries in which we operate, and all the countries in which you've authorized sales to End-Users (without the need for us to obtain any license or clearance or take any other action), and your Applications are in full compliance with all applicable laws governing imports, exports, and use, including those applicable to software that incorporates or makes use of information security technology, including but not limited to the export administration regulations maintained by the U.S. department of commerce and the trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control;
Your Applications will not contain any viruses, spyware, “Trojan horses,” or other malware or harmful code, and will not cause injury to any person or damage to any property;
You will include any attributions, copyright information, and other notices, terms, and conditions that may be required to be provided to End-Users based on your use of third-party “open source” software or other third-party intellectual property in your Application;
You shall promptly notify Overwolf 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. Developer shall not take any action, legal or otherwise, with respect to such matter without the prior written consent of Overwolf. Developer shall promptly remove, delete or modify any Application as reasonably requested by Overwolf to ensure that such Application does not include or present any infringing material;
You will not access undocumented Platform API or otherwise attempt to derive or use the underlying source code of undocumented Platform API without Overwolf's prior written permission. you may only access data from Platform API consistent with these Terms and, unless you have Overwolf's prior written permission, will only access the Platform API documented on Overwolf;
To the extent that your Application includes any promotional activity, sweepstakes or contest functionality provided, you represent that you are the sole sponsor of the promotion and that you and your Application comply with any applicable laws and fulfill any applicable registration or other requirements in the country, territory, or region where you make your Application available and the promotion is open. You agree that are solely responsible for any promotion and any prize, and also agree to clearly state in binding official rules for each promotion that Overwolf is not a sponsor of, or responsible for conducting, the promotion; and
You hereby represent and warrant that it is your sole responsibility and liability to provide End-User with all information related to Subscriptions required by applicable laws, including the terms and benefits connected to the Subscription.
If you violate any of the above representations, Overwolf reserves the right to remove your Application from the Platform, in its sole discretion, for any reason or no reason at all, at any time. Overwolf reserves the right to decrease visibility of your Applications or withhold payments until the Developer has remediated its violations under this Section (4).
Intellectual Property Rights.
Overwolf and its licensors have exclusive right, title and interest to the Platform, the Platform API and all enhancements, derivatives, bug fixes or improvements to the foregoing. These Terms, including any arrangement entered into between the Developer and the End-Users, shall not be construed as a sale of any right any Platform, the Platform API or any part thereof, and any references to a sale of any of the foregoing shall mean only licenses of the right to use the Platform and the Platform API pursuant to the applicable terms and conditions in these Terms.
You expressly acknowledge that Overwolf, its licensors, and its End-Users retain all worldwide rights, titles, and interest in and to the Platform and the Platform API, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data, insights into such data (including all derivative works, applications), and all proprietary rights under the laws of the United States, any other jurisdiction, or any treaty.
Developer and its licensors shall have all right, title and interest to all Applications they develop, subject to Overwolf's and its licensors' rights in the underlying Platform and Platform API.
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 Overwolf or any third party.
Payment and Taxes.
Revenue Share. In consideration for the use of the Monetization Opportunities described in the table below, the Developer and Overwolf shall share the Revenues generated from the Monetisation Opportunities in accordance with the terms and specification as detailed in the table in section 6.2 below. Developer shall remain responsible for any fees (e.g., wire transfer fees) charged by its bank or any intermediary banks between Developer bank and Overwolf's bank.
The Monetization Opportunities. Overwolf offers its Developers tools and opportunities to monetize their Applications. The following terms would apply to each Monetization Opportunity:
Monetization Opportunity Description and special terms Overwolf Revenue Share Payment terms and Taxes (i) Subscription Developers can offer End Users with subscriptions for their Application (“Subscriptions”). Subscription fees shall be collected and processed by the Tebex Services (as defined above). Note, that it is the Developers' sole responsibility and liability to provide their End Users and Subscribers all information required by all applicable laws in relation to the Subscription, including the terms and benefits connected to the Subscription and/or the Tebex Services, as applicable. The subscription Revenue Share for Overwolf shall mean fifteen percent (15%) share of the total Revenues actually received and generated from the Subscription/s. Overwolf shall make payment of amounts due hereunder to the Developer within 30 days of receipt of the applicable amounts.
In the event amounts due from End Users collected by the Developer, the Developer shall make the payments due to Overwolf hereunder within 30 days of receipt by the Developer of the applicable amounts.(ii) Ads All advertisements displayed or distributed on your Applications shall be through Overwolf's proprietary advertising platform. The ad Revenue Share shall mean thirty percent (30%) of the Revenues actually received through the advertising platform. (a) Payment will be made by Overwolf in USD through a wire transfer within sixty (60) days from the end of the applicable month.
(b) The minimum amount for payment is $200. Any unpaid amounts that are owed will accrue to the next period.
(c) Payments to the Developer shall be made free and clear and without deduction for any charges or taxes, including withholding taxes. Except where not applicable in certain countries/territories, you are responsible for paying all taxes on the sale or provision of Applications to End-Users, as well as the delivery of advertisements, including (but not limited to): (a) determining if the transaction is taxable; (b) charging and collecting the taxes at the applicable rate; (c) remitting the taxes to the applicable governmental tax authority; and (d) providing any required documentation to the End-User or applicable governmental tax authorityAudits and reporting. Developer shall maintain complete and accurate records concerning amounts received in connection or related to Applications, which records shall contain sufficient information to permit Overwolf to confirm the accuracy of payments made hereunder. Developers shall retain such records and shall provide a report to Overwolf of any Revenue generated or payments made under these Terms upon Overwolf written request. Further, the Developer shall retain a copy of any such records and reports 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, Overwolf shall have the right to conduct an independent, certified public accountant to inspect Developer's 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 that any audit performed under this subsection reveals an underpayment in excess of three percent (3%) in any calendar year, Developer shall bear the full cost of such audit.
Payment Solution - Tebex Services. Acting as your agent, and with you acting as a principal, Tebex is the merchant of record for Applications made available or sold to End-Users. Any payments made to the Developers by End-User in respect of the Application, such as (and without limiting), Subscriptions ("App Payments") shall be collected and processed by the Tebex checkout system (“Tebex Services”). Additional 5% fee will apply when using Tebex Services. The Tebex Services Fee shall include any fees related to the Tebex Services. Developers will be required to accept Tebex Services terms and conditions, Privacy Policy and any applicable policies and rules, as such may apply on the Tebex Services.
Advertising Policy. Developer shall follow the Advertising Policy as detailed here and implement ads accordingly and as instructed by Overwolf. Overwolf shall have the right to require Developer to change or remove the placement, appearance or behavior of ads to comply with advertisers' requests (e.g. ad pop-ups) even if such are not detailed in the Ads Policy. Overwolf shall have the right to remove any Application from the Platform or remove ads from any Application which violates the Advertising Policy or do not comply with Overwolf requests, at any time, with or without notice to the Developer.
Support.
Platform Support. Overwolf shall use reasonable efforts to diagnose and correct verifiable and reproducible problems in respect of the Platform and the Platform API. Developer shall make best efforts in assisting Overwolf to reproduce the problem. Overwolf shall not have any obligations to provide support in respect of (a) the Platform API if not used in accordance with applicable documentation, or (b) the interface of the Application with the Developer API. Overwolf may provide you with support or modifications for the Platform API at our sole discretion and Overwolf may stop providing support or modifications to you at any time without notice and without any obligation or liability to you.
End-User Support. Developer shall serve as the sole initial point of contact for all inquiries and support requests from End-Users which make any use of any Application. If End-User support requests cannot be resolved by Developer, Developer may forward such support request to Overwolf for input during Overwolf's normal support hours, provided that Developer shall at all times remains the point of contact for all End-Users of Application.
Confidentiality. You will: (a) protect and not disclose information made available by Overwolf that is identified as confidential or that reasonably should be considered confidential (“Confidential Information”); (b) use Confidential Information only to fulfill your obligations under these Terms; and (c) either destroy or return all Confidential Information to us promptly when these Terms terminates (and, upon request, confirm such destruction in writing). This paragraph covers all Confidential Information regardless of when you receive it.
Indemnification. Developer shall defend, hold harmless and indemnify Overwolf and its employees, consultants and affiliates, from any claims, demands, suits, actions, losses, liabilities, costs, damages or expenses (including without limitation reasonable attorneys' fees), brought by a third party or government body, to the extent arising from : (i) Your use of the Platform API in any manner that is inconsistent with these Terms; (ii) Your breach of your representations, warranties, or obligations in these Terms; or (iii) the performance, promotion, sale, or distribution of your Application.
Warranty Disclaimers. The Platform and Platform API are provided "as-is". Overwolf expressly disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement in respect of the Platform and the Platform API. Overwolf does not warrant that the Platform or Platform API will meet Developer's requirements, or that the operation of the Platform or Platform API will be continuous or error-free, uninterrupted, virus-free, or secure. Overwolf may modify the platform or Platform API at any time and without notice, and your sole remedy in respect thereof shall be to cease use of the Platform or Platform API. Overwolf may cease to make the Platform or Platform API available at any time and without notice.
Limitation of Liability. In no event will Overwolf be liable to you for any indirect, special, incidental, exemplary, punitive, or consequential damages or any loss of or damage to use, data, business, goodwill, or profits arising out of or in connection with these Terms or the Platform. Insofar as applicable law prohibits any limitation on liability herein, the Parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law. The Parties agree that the limitations on liabilities set forth herein are agreed allocations of risk and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy. Overwolf's liability arising out of the Platform or the Platform, whether based upon warranty, contract, tort or otherwise, shall not exceed amounts paid to Overwolf by Developer hereunder during the year prior to the occurrence of the damage.
Term and Termination.
Term. The term of these Terms shall commence as of the date accepted by the Developer and shall continue until terminated pursuant to the provisions hereof (such period of time being defined as the "Term").
Termination. Overwolf may immediately terminate or suspend these Terms, any rights granted herein, or your license to the Platform API, at its sole discretion at any time, for any reason or no reason at all, with or without advance notice. Overwolf may further terminate, suspend, or discontinue the Platform API or any part thereof or may provide limits on access or use of certain features or elements of the Platform API. You may terminate these Terms at any time by ceasing use of all the Platform API, or by withdrawing your Application from the Platform. You may withdraw any and all of your Applications from the Platform, at any time, and for any reason.
Effect of Termination. Upon termination of these Terms for any reason Developer shall cease the use of the rights licensed hereunder including, for the avoidance of doubt, (a) cease all use of the Platform and Platform API, (b) cease all distribution of the Application and (c) ensure that no use may access any Application. The termination of these Terms solely with respect to one or more specific Applications shall not affect the parties rights hereunder with respect to other Applications. Notwithstanding the foregoing, Overwolf may continue to retain (but not distribute or display) any of your Applications or content on its own servers to the extent necessary to ensure the continued functionality of the Applications downloaded by End-Users. Termination of these Terms shall not affect the obligations of Developer to pay Overwolf all amounts owing or to become owing to Overwolf hereunder on or before the date of such termination, as well as interest thereon to the extent any such amounts are paid after the date they became or will become due pursuant to these Terms. Any revenue received after the termination of these Terms in respect of or connected to the Application shall continue to be shared among the parties according to the provisions hereof.
Relationship with End-Users.
You are responsible for all aspects, legal or otherwise, of managing the relationship with any End-Users as it relates to the use of your Application. Deprecating, discontinuing, or taking down your Application, either by you or Overwolf, does not affect the rights of End-Users who have entered into a contract with you or paid you for the use of that Application or your obligations thereunder, including delivery and support.
Standard End-User Licensing Agreement. You grant the End-User a nonexclusive, worldwide, and perpetual license to perform, display, and use the Application, in accordance with these Terms. When submitting your Application to Overwolf, must incorporate your own EULA, however your EULA must include terms that are consistent with the minimum terms and conditions specified on Exhibit A, including without limitation an acknowledgement that: (i) the agreement is concluded between you and the End-User only, and not with Overwolf; (ii) Overwolf shall be named as a third-party beneficiary of the agreement; and (iii) Overwolf will not be responsible for, and will not have any liability whatsoever under the Standard EULA or any other EULA. You assume full risk and responsibilities for ensuring that the End-Users comply with the terms of Standard EULA or any other EULA.
End-User Privacy Policy. When submitting your Application to Overwolf, you must incorporate your own Privacy Policy, however your Privacy Policy must include terms that are consistent with the minimum terms and conditions specified on Exhibit A. Your privacy policy must explain your collection, use, disclosure, sharing, retention, and deletion of End-User data or device data. The privacy policy or notice and terms that you include as part of your submission may not conflict with these terms, which shall take precedence in case of inconsistency or conflict. You agree to notify your End-Users, in accordance with applicable law, in the event of a data breach in which End-User data collected from your Application is compromised.
Overwolf is not responsible for any product liability claims, failure to meet applicable legal or regulatory requirements, or warranties, whether express or implied by law, covering your Application and you may not hold out Overwolf as such.
Publicity. Overwolf shall have the right to include a reference to the Developer, the Developer's official name and logo, and the Developer's Application, on Overwolf's website, Platform, marketing materials and in any of its current or future promotional materials.
Miscellaneous.
Disputes. To the extent permitted by applicable law, any claim or dispute under these Terms and use of the Platform must be filed within one (1) year from the date of the cause of action. If a claim or dispute isn't filed within one year, you acknowledge that you shall have waived and will be deemed permanently barred from bringing such dispute.
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 Overwolf, including without limitation upon registration.
Relationship of Parties. Overwolf 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.
Survival. Sections 3 (Restrictions and Obligations of Developer), 4 (Representations and Warranties of Developer), 5 (Intellectual Property Rights), 8 (Confidentiality), 9 (Indemnification), 10 (Warranty Disclaimers), 11 (Limitation of Liability), 12.3 (Effect of Termination) and this Section (15.4) will survive expiration or termination of these Terms for any reason.
Entire Agreement; Modification, Amendment, Waiver; Severability. Overwolf reserves the right, at any time in our sole discretion, to amend or replace any part of these Terms and any document referred to herein, or any part thereof, at any time. You agree that we may notify you of any updated or new Terms by posting notice on Overwolf's website, so that they are accessible via a link from the home page or by providing you notice at the email address associated with your account. Except as explicitly set forth herein, all such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms. Your continued use of the Platform or any of Overwolf's services after such notice confirms your consent to and acceptance of such amendment. The most current version of these Terms will govern your use and access of the Platform. If you object to any such changes, your sole recourse is to cease accessing or using the Platform. These Terms (and the incorporated terms referenced) 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. 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.
Binding Arbitration & Class Action Waiver.
PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH OVERWOLF AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM OVERWOLF, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.You agree that any claim or dispute at law or equity that has arisen or may arise between you and Overwolf relating in any way to or arising out of these Terms or your use of or access to the Platform will be resolved in accordance with the provisions set forth in this Section (15.6).
You and Overwolf will attempt to resolve any dispute through informal negotiation within thirty (30) days from the date the notice of dispute is sent. That notice should contain proof of your relationship with Overwolf, the nature and legal basis for your or Overwolf's dispute, and an individual monetary demand if you or we are seeking such relief. During this period, the parties shall use best efforts to settle any dispute, claim or disagreement. If the dispute is not resolved within such time period, you agree that any and all disputes or claims that have arisen or may arise between you and Overwolf relating in any way to or arising out of these Terms or your use of or access to the Platform shall be resolved exclusively through final and binding arbitration.
You agree that each of us may bring claims against the other only on an individual basis and individual capacity and not as a plaintiff or class member in any purported class, representative, or private attorney general action whether in arbitration or litigation, and the parties expressly waive their right to file a class action or seek relief on a class basis. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim. Any relief awarded cannot affect other Overwolf users.
In all events, each party hereby knowingly, voluntarily and intentionally, waives (to the extent permitted by applicable law) any right it may have to a trial by jury of any dispute arising under or relating to these Terms or your use of or access to the Platform.
If a court decides that applicable law precludes enforcement of any of this paragraph's prohibitions on class, representative, or private attorney general actions or proceedings as to any claim, then that claim (and only that claim) must be severed from the arbitration and resolved in court, subject to your and Overwolf's right to appeal the court's decision. All other claims will be arbitrated.
The arbitration shall be held in Tel Aviv, Israel (or at another mutually agreed upon location). The Israeli Arbitration Law, 5728-1968 shall govern the interpretation and enforcement of this agreement to arbitrate. The arbitration will be conducted by the Israeli Institute of Commercial Arbitration, under their rules and procedures as applicable, including the commercial arbitration rules, as modified by this agreement.
To the extent permitted by applicable law, any claim or dispute under these Terms and related to your access or use of the Platform must be filed within one (1) year from the date of the cause of action. If a claim or dispute is not filed within one year, you acknowledge that you shall have waived and will be deemed permanently barred from bringing such dispute.
With the exception of any of the provisions in the class action waiver, if an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply. If there is a final judicial determination that applicable law precludes enforcement of this Section's limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court.
Exception - Litigation of Intellectual Property: Notwithstanding the parties' decision to resolve all disputes through arbitration, Overwolf may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).
30-Day Right to Opt Out of Arbitration: You have the right to opt-out and not be bound by the arbitration clause by sending written notice of your decision to opt-out to the following address: developers@overwolf.com The notice must be sent within 30 days of your first use of the Platform, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of arbitration, Overwolf also will not be bound to arbitrate.
Judicial Forum for Disputes: Except as otherwise required by applicable law or provided in this Section (15.6), in the event that the agreement to arbitrate is found not to apply to you or your claim, you and Overwolf agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Tel Aviv-Jaffa, Israel. Both you and Overwolf consent to venue and personal jurisdiction there.
Governing Law.
These Terms shall be governed by and interpreted in accordance with the laws of Israel excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms will be brought exclusively in courts located in Israel and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You agree that these Terms and the rules, restrictions, and policies contained herein, and Overwolf's enforcement thereof, are not intended to confer and do not confer any rights or remedies on any person other than you and Overwolf.
These Terms and any disputes, claims, or causes of action arising out of or in connection with them will be governed as stated herein provided that this choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the laws applicable where you habitually reside. In such cases, disputes shall be resolved in the competent civil courts as determined by applicable law.
Assignment; Successors. Developer shall not assign any of its rights or obligations hereunder without the prior written consent of Overwolf, and any assignments in violation of the foregoing shall be void. Overwolf may assign its rights or obligations hereunder.
Contact Us.
As provider of the Platform, Overwolf has designated a point of contact at developers@overwolf.com. This point of contact is available for our Developers for any purpose, including addressing complaints and filing reports regarding illegal content.
Exhibit A - Instructions for Minimum Terms
Instructions for Minimum Terms for Developer's End-User License Agreement
Acknowledgement. You must acknowledge that your EULA is concluded between you and the End-User only, and not with Overwolf, and that you, not Overwolf, are solely responsible for the Application and the content thereof.
Third-Party Beneficiary. You and the End-User must acknowledge and agree that Overwolf and Overwolf's subsidiaries, are third-party beneficiaries of the EULA, and that, upon the End-User's acceptance of the terms and conditions of the EULA, Overwolf will have the right (and will be deemed to have accepted the right) to enforce the EULA against the end-user as a third-party beneficiary thereof.
License. You must grant the End-User that have downloaded or used your Application a limited, non-exclusive, revocable, non-transferable, non-sublicensable, worldwide license to use the Application solely for the End-User's personal, non-commercial use.
Intellectual Property & Content. You and the End-User must acknowledge that, in the event of any third-party claim that the Application or the End-User's possession and use of that Application infringes that third party's intellectual property rights, You, not Overwolf, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
Disclaimer and Warranties. You must state that the use of the End-User of the Application is at its own risk. You are responsible for any product warranties, whether expressed or implied by law, to the extent not effectively disclaimed.
Maintenance and Support. You are solely responsible for providing any maintenance and support services with respect to the Applications, as specified in the EULA, or as required under applicable law. Overwolf has no obligation whatsoever to furnish any maintenance and support services with respect to the Applications.
Third Party Services.
To the extent the Application is provided free-of-charge: The Application and any advertisements thereon may involve linking to or using web sites belonging to third parties or resources. You must represent that you have no control over third-party sites. And all use of third-party sites is at End-User's own risk. You must represent that you are not responsible for content or services available by means of such sites. You do not endorse any products or services offered by third parties and End-Users should be encouraged to exercise caution in using third-party sites. End-Users must comply with any applicable third-party terms of agreement when using the Application.
To the extent the Application is subscription-based: You must represent that all payments made by End-User to subscribe to your Application and any related fees will be processed by Tebex and will be subject to Tebex terms of service.Contact Information. You must state in the EULA Your name and address, and the contact information (telephone number; e-mail address) to which End-User may direct questions, complaints or claims with respect to your Application.
Instructions for Minimum Terms for Developer's Privacy Policy
Acknowledgement: You and the End-User must acknowledge that your data collection and processing activities whilst End-Users visit, use or access the Apps are governed by your privacy policy, and your privacy policy is concluded by you and the End-User, not with Overwolf.
Types of Collected Information: You must detail which Personal Data (for example, email address or name, collectively “Personal Data”) you collect from the End-User. The types of Personal Data may include account information; usage information or communication information.
Purpose of Collection: You must detail the purpose for which you collect Personal Data from End-Users (e.g., provisions of the services; improvements; marketing and advertising; audits; compliance with applicable laws).
Sharing Personal Data with Overwolf: You must disclose that you are sharing End-Users email addresses and Single-Sign-On information of End-Users with Overwolf.
Sharing Personal Data with Third-Parties: To the extent applicable and notwithstanding Section 4 above, you must disclose to which third-parties you are disclosing, sharing or selling Personal Data.
Contact Information: You must provide contact information for End-Users on a clear, prominent way on your Privacy Policy to allow End-User to exercise their rights pursuant to your privacy policy and applicable data protection laws.
Exhibit B - Overwolf-Electron Additional Terms
Scope. These Overwolf-Electron Terms and Conditions (the "OW-Electron Terms") govern your access to and use of the OW-Electron package to develop and run your Application on the Platform, including the Platform API.
Usage. To the extent your Application uses the OW-Electron package, you hereby agree and understand that:
Your Application may be available for End-Users to download and access through the Overwolf Platform and through a third-party distributer.
Overwolf has no liability towards your use, access, development or distribution of your Application through any third-party distribution platform, and you assume full risk and liability with regards to such distribution.
Compliance.
You must ensure at all times compliance with applicable laws and applicable third party terms, policies or guidelines, including any terms or policies applicable to the use of Electron, including without limitation any attribution or licensing requirements.
You must ensure at all times compliance with OW-Electron technical guidelines, as available here.
Distribution. OW-Electron allows you to distribute your Application using several different hosing/distributions services for different platforms and consoles. You hereby represent and warrant that your Application will support functionality in each distribution service, platform or console, and you bear the sole responsibility to adjust your Application to support any distribution service, platform or console.
EULA and Privacy Policy. In addition to the language of Sections 13.2-13.3 to the Terms, you hereby agree to present your EULA and Privacy Policy with End-Users on a prominent and clear location on your Application.
Use of Third Party Services. Any claims arising from your use of any third party services or platforms of any kind are at your sole responsibility, and you assume full risk and liability with regards to such third party services. You are solely responsible for your compliance with all third party's terms, policies and guidelines and for the compliance vis-a-vis with these Terms and Agreement with Overwolf.
Reporting. Without derogating from section 6.3 to the Developer Terms and its obligations thereunder, Developer shall be obligated to provide Overwolf with access to online "real time" access to reports regarding, among other, the performance of the advertisements, including any revenues accrued through the delivery of the advertisements, on an ongoing basis, as provided by a reputable third party tracking solution. Overwolf shall have the right to dispute the reports within thirty (30) days upon receipt of the Reports by the Developer. Overwolf and the Developer shall cooperate in good-faith to resolve the dispute.
Advertising Policy. Developer shall follow the Advertising Policy as detailed here.