Overwolf Developers Terms and Conditions

Developer's terms

DISCLAIMER

This agreement was written by a lawyer, which makes it only partly readable for normal human beings. So... before you start sweating, we would like you to know the following:

• We do not collect, sell or rent personal information without a user’s explicit permission, and nor should you.
• You own the right and intellectual property for your app, we own the right and intellectual property of our platform.
• We reserve the right to publish or remove your app. If it’s a good and legitimate application, we probably won’t have any reason to take it down.
• If you plan to make money, here’s the deal – whatever you get paid, just like any other app store out there, Overwolf gets 30% unless otherwise we agree on something else in writing.
• You should comply with Overwolf’s EULA and privacy policy.
• This summary is here to help you, and not to replace comprehensive reading of the full Terms and Conditions.

Overwolf Ltd., a company organized under the laws of the State of Israel ("Overwolf") is the creator of a software client which integrates apps, social media tools and functionality with games (the "Platform"). "You" or "Developer" means anyone who desires to develop applications for use with 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 carefully. These Terms govern your access to and use of the Platform and Platform API (as defined below). By using the Platform API or clicking "accept", you signify your assent to both these Terms and our Privacy Policy. If you do not agree to any of these Terms, please do not use the Platform API.

1. Definitions. In these Terms the following terms when capitalized shall have the meaning set forth below

   1. "Application" means any application created by Developer through use of the Platform API and/or any software development kit provided to you by Overwolf. In addition, unless stated otherwise in these Terms for specific provisions, an Application also includes a Mod.

   2. "Mod" means software created by Developer for a third party game, not through use of the Platform API and/or any software development kit provided to you by Overwolf. Provided that they comply with the foregoing definition, Mods may be informally referred to as "add-ons","maps", “plugins”, ”modpacks” or “packs”.

   3. "End User" means an end user consumer of the Platform who wishes to use an Application.

   4. "Platform API" means Developer’s application program interface which allows Developers to create Applications for use on the Platform, including without limitation any software development kit which Overwolf may provide to you.

   5. "Overwolf Standard Application Terms and Conditions" means Overwolf’s standard terms and conditions for Applications, and which may be modified by Overwolf from time to time in its sole discretion. The most recent version of the Overwolf Standard Application Terms and Conditions are available at https://overwolf.github.io/topics/legal/legal-app-terms/.

2. Use of Platform API.
   1. API. Subject to the terms and conditions hereof, Overwolf shall allow Developer during the Term the non-exclusive right to the use the Platform API in order to create Applications, which Applications may be made available by Overwolf on the Platform or as otherwise determined by Overwolf from time to time.
   2. 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.
   3. Standard Terms and Conditions. All Applications shall be subject to the Overwolf Standard Application Terms & Conditions, and users shall agree to these Overwolf Standard Application Terms & Conditions upon installation of the Platform. Developer may not add to or modify such Overwolf Standard Application Terms & Conditions, except as may be agreed by Overwolf in writing. Developer acknowledges that it has read the Overwolf Standard Application Terms & Conditions and understands that the terms make certain representations and warranties in respect of, and imposes certain obligations on, the Developer. Developer agrees to abide by all aspects of the Overwolf Standard Application Terms & Conditions. If any Application contains material functionality for which the Standard Terms and Conditions do not provide appropriate legal terms, Developer shall inform Overwolf of such functionality and the parties shall discuss if any additional terms should be added to the Overwolf Standard Application Terms & Conditions.
   4. Privacy Policy. Overwolf may provide applications with certain anonymous information regarding the use of and access to the Application. No Application shall collect data from End Users, or make use or distribute such data, except in accordance with the privacy policy of Overwolf, as may be amended by Overwolf from time to time in its sole discretion. A current copy of the Overwolf Privacy Policy is available at http://www.overwolf.com/legal/#Privacy-policy.
   5. Overwolf-Electron. Should you choose to use solely the Overwolf-Electron solution, you are responsible to adjust your ToS and Privacy Policy and declare Overwolf as a data processor
   6. Changes to these Terms. Overwolf reserves the right to modify these Terms at its sole discretion from time to time. Overwolf will provide Developer with 15 days notice of any changes in these Terms. Such notices will be provided to the email address that Developer provided to Overwolf upon registration. If Developer does not object in writing to any such changes in the Terms, the changes will take effect at the end of such 15 day period. If Developer does object to any such changes, Developer’s sole remedy will be to terminate these Terms within such 15 day period.
3. Restrictions and Obligations of Developer.

   1. 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 Mods), 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.

   2. Developer represents and warrants that no Application (including any content provided by users) shall (a) contain any defamatory, libelous, obscene, hateful or otherwise offensive materials, (b) infringe or violate any intellectual property rights, moral rights or privacy rights of any third party, (c) violate any applicable law, rule or regulation, (d) 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, or (e) 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.

   3. Prior to submitting any Application to Overwolf, Developer shall inform Overwolf in writing of all material functionality provided by such Application.

   4. Straight up copying of other apps is not allowed. 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 app. If you feel like you’ve been copied, reach out to Overwolf and share your complaint with visual or technical references.

4. Representations and Warranties of Developer. Developer represents and warrants that it (a) 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, and (b) all information provided by Developer is accurate and correct, and will be updated by Developer as necessary to keep it accurate and correct.

5. Intellectual Property Rights.1. 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 and the Overwolf Standard Application Terms & Conditions 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.

   2. 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. Developer hereby grants Overwolf and its agents a non-exclusive, royalty-free, fully paid-up license to display and distribute all Applications through the Platform during the term of this Agreement and, following the term of this Agreement, to retain “Mods” as further set forth in Section 13(iii). For clarity, nothing herein shall be interpreted to prohibit Developer's distribution of Mods in any manner.

   3. 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.

6. Revenue Share.
   1. Revenue Share. In consideration for the display and distribution of the Application and other services pursuant to these Terms, Developer shall make payment to Overwolf of 30% of Revenues. "Revenues" shall mean all amounts received by Developer or its affiliates in connection with or related to the Application. For the avoidance of doubt, Revenues includes all amounts received by the Developer in respect of sales, licenses or rentals of the Application, in-App content, or advertising displayed or sold through the Application.
   2. Payment Terms. Developer shall make payment of amounts due hereunder within 30 days of receipt by the Developer of the applicable amounts. Payments shall be made free and clear and without deduction for any charges or taxes, including withholding taxes. Developer shall add applicable VAT to any payments. Late payments shall accrue interest at the rate of 1.5% per month or the highest rate permitted by law, the lowest of the two.
   3. Audits. 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. Developer 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, Overwolf shall have the right to cause 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.
   4. Payment Solution. Overwolf may at any time require payments made in respect of an Application to be processed through a proprietary payment solution of Overwolf. Overwolf shall provide Developer with no less than 30 days prior notice of such decision. Subsequent to such 30 day period, Developer shall not accept any payments in respect of or connected to the Application except as processed through Overwolf’s proprietary solution. Overwolf shall make payment to Developer of 70% of Revenues actually received by Overwolf through its proprietary solution. The remaining 30% of Revenues shall be retained by Overwolf. The structure of the proprietary Overwolf payment solution shall be determined by Overwolf in its sole discretion.
   5. Advertising Platform. Overwolf requires that only advertisements displayed or distributed through Overwolf’s proprietary advertising platform may be displayed or distributed through Applications. Overwolf shall provide Developer with no less than 30 days prior notice of such decision. Subsequent to such 30 day period, Developer shall not accept any advertising for display or distribution through the Application except through Overwolf’s proprietary advertising platform. Overwolf shall make payment to Developer of 70% of Net Revenues. “Net Revenues” shall mean Revenues actually received by Overwolf through its proprietary solution, minus ads server licensing, anti-fraud tools licensing or any other costs related to Overwolf’s advertising platform. Payment will be made by Overwolf in USD through a wire transfer within sixty (60) days from the end of the applicable month. The minimum amount for payment is $200. Any unpaid amounts that are owed will accrue to the next period. The remaining 30% of such Net Revenues shall be retained by Overwolf. Developer shall follow the Ads Policy as detailed here and implement ads accordingly and as instructed by Overwolf. Overwolf shall have the right to ask 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 instantly remove any app from the app store or remove ads from any app which violates the Ads Policy or do not comply with Overwolf requests.
7. Support.
   1. 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.
   2. 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.
8. 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 and the Platform API all constitute the Confidential Information of Overwolf. 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. To the extent requested by a third party such as a gaming company or distributor, Overwolf may contact the Developer in order to determine whether the Developer's contact information can be shared with such third party.
9. Infringement.
   1. Developer 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.
   2. If the Platform or Platform API (or any content accessible or made available through the Platform) is, or in Overwolf’s opinion is likely to become, the subject of an infringement claim, Overwolf may, at its option and expense, either (a) procure for Developer the right to continue using the Platform or Platform API, (b) modify the Platform or Platform API so that it becomes non-infringing, or (c) terminate these Terms. Overwolf shall have no obligation for any claim of infringement arising from any Application or the content thereof. This Section states Overwolf’s entire liability and Developer’s sole and exclusive remedy for infringement claims and actions.
10. Indemnification. Developer shall defend, hold harmless and indemnify Overwolf and its employees, consultants and affiliates, from any losses, liabilities, costs, damages or expenses incurred in connection with any claim that resulting from Developer’s breach of the terms of these Terms.
11. 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 platforms 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. Overwolf may modify the platform or Platform API at any time and without notice, and developer’s 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.
12. limitation of liability. Overwolf’s liability arising out of the Platform or the Platform API, 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. in no event shall Overwolf be liable to developer or any other person or entity for indirect, special, incidental or consequential damages (including, but not limited to, loss of profits, loss of data or loss of use damages), even if Overwolf has been advised of the possibility of such damages or losses.
13. Term and Termination.
    1. 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").
    2. Termination. Either party may terminate these Terms upon 30 days notice for any reason. In addition, Overwolf 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 Overwolf requires the ability to terminate without notice in the event of Developer’s material breach in order to protect Overwolf from liability. In addition, Developer may at any time terminate these Terms with respect to any specific Application by removing such Application from the Platform.
    3. 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 End User may access any Application, provided that nothing herein shall preclude Developer from distributing Mods, or allowing End Users to access Mods, outside of the Platform. 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) such Content on its own servers to the extent necessary to ensure the continued functionality of Mods downloaded by end users. Upon termination of these Terms for any reason, Developer shall pay to Overwolf all amounts due hereunder as of the date of termination. 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.
    4. Survival. Sections ?2.3 (Standard Terms and Conditions), ?2.4 (Privacy Policy), ?3 (Restrictions and Obligations of Developer), ?4 (Representations and Warranties of Developer), ?5 (Intellectual Property Rights), ?8 (Confidentiality), ?9 (Infringement), ?10 (Indemnification), ?11 (Warranty Disclaimers), ?12 (Limitation of Liability), ?13.3 (Effect of Termination) and this Section ?13.4 will survive expiration or termination of these Terms for any reason.
14. Publicity. Overwolf shall have the right to include a reference to the Developer, its official name and logo, and the Application on its website, marketing literature, labeling and in its promotional materials.
15. Miscellaneous.
    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. Governing Law. These Terms shall be governed by and construed and enforced in accordance with the laws of the State of New York 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 city of New York, and the parties hereby consent to the sole jurisdiction of such courts. Notwithstanding the foregoing, Overwolf may bring suit in any jurisdiction in order to enforce the terms and conditions of these Terms.