IMPROBABLE PROVIDES THIS LAUNCHER FREE OF CHARGE TO ALLOW USERS TO LAUNCH APPLICATIONS CREATED ON ITS SPATIALOS PLATFORM. WE ARE NOT RESPONSIBLE FOR, AND EXCLUDE LIABILITY FOR, ANY THIRD PARTY CONTENT LAUNCHED USING THE LAUNCHER.
1.1. Agreement. This terms of service and licence agreement sets out the terms governing your use of the Launcher (the “Agreement”). By using the Launcher, you agree to the terms of this Agreement. The Agreement is a legally binding contract between you, either individually or if applicable on behalf of your corporate entity/employer (“you” or “your”) and Improbable Worlds Limited (incorporated in England) with company number 08070525 whose registered office is at 10 Bishops Square, London, E1 6EG, UK (“us”, “we” or “Improbable”).
1.2. Right to Modify Terms. We have the right to modify the terms of this Agreement (in whole or in part) from time to time without liability to you. Where we modify the terms of this Agreement, we will notify you of the update on the Website. Your continued use of the Launcher following such notification shall be deemed to be your acceptance of such revised Agreement terms.
In this Agreement, the defined terms will be as follows unless otherwise defined below:
“Improbable Property” means the Launcher and all related documentation, assets and materials with all Intellectual Property Rights in it including any improvements, updates, subsequent versions, modifications, amendments and alterations to any of the aforesaid made: (i) by or on behalf of Improbable; or (ii) made by you.
"Intellectual Property Rights" or “IPRs” means any and all copyright, trade marks, service marks, trade dress, brand names, logos, goodwill, get up, trade, business or domain names, design rights, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in databases, rights in computer software, moral rights, publicity rights, performance rights, synchronisation rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, restorations and reversions regarding any of the same.
“Launcher” means the tool for testing and launching games and software created on SpatialOS and associated SDKs, GDKs and services provided by Improbable to you under this Agreement.
“Purpose” means: (i) if you are a developer, for you to develop, test and launch your own games and related software products created using SpatialOS via the Launcher; and (ii) if you are an end user, for you to play games created by developers that require you to use the Launcher.
“SpatialOS” means Improbable’s cloud-based computational platform with operational environment software for the simulation of virtual worlds and associated functionality, including any and all patches, updates, fixes, new or alternate versions and all assets, files, manuals, information and other materials provided in connection with it.
“Third Party Content” means any third party content, game engines, code, assets, data, materials, or information.
“Website” means www.improbable.io, www.spatialos.com and any other website owned or operated by Improbable (as updated and/or replaced by Improbable from time to time).
“Your Property” means all property owned by you and used by you in connection with the Launcher, including all games you use in connection with the Launcher.
3.1. Access. In order to access the Launcher, you need to download the Launcher.
3.2. Development status. The Launcher is still in development. Therefore, there may be missing or incomplete features, bugs or errors which may be subject to further testing, development, patches and/or updates in Improbable’s sole discretion. Improbable does not make any promises, warranties or representations of any kind about (or accept any liability for) the Launcher, what it does, how it does it, or about future content or version. The Launcher is provided by Improbable as is and without warranty or representation, express, implied or statutory, including without limitation warranty as to satisfactory purpose, merchantability, fitness for any particular purpose or availability for use; nor are there any warranties created by course of dealing or course, performance or trade usage. All implied and/or statutory representations, conditions or warranties are excluded to the extent permissible by law.
3.3. Support. We may, but are not obliged to, provide maintenance and support for the Launcher. Should you require support in using the Launcher we recommend that you use our community forums and comply with any applicable guidelines, which are available via the Website.
3.4. Error Reporting. If you need to report any error or defect in the Launcher, please contact us via our community forums (forums.improbable.io).
4.1. Use of the Launcher. During the term of this Agreement you will have access to the Launcher, subject to the terms of this Agreement and any technical requirements, rules and guidelines specified by Improbable from time-to-time.
4.2. Licence to you. Subject to your compliance with the terms of this Agreement (including the Restrictions in clause 10 below), Improbable grants you a personal, revocable, non-transferable, non-sublicensable and non-exclusive licence to use the Launcher during the term of this Agreement solely and exclusively for the Purpose. As part of this licence you are entitled to download and install the Launcher on your personal PC, laptop, tablet or mobile device.
4.3. Licence to us. You grant Improbable a perpetual, irrevocable, royalty-free, worldwide licence to access, collect, store, process, transmit, copy and use any data and information collected by Improbable or provided by you in connection with your use of the Launcher in order to provide, develop, optimise and improve the Launcher and any other products or services offered by Improbable.
4.4. Security. You will at all times ensure that the Launcher and any confidential information disclosed by Improbable to you are kept secure and that you will use all reasonable security practices and systems applicable to prevent and take prompt and proper remedial action against unauthorised access, copying, modification, storage, reproduction, display or distribution of the same.
You are solely and exclusively responsible for: (i) all legal and regulatory compliance; and (ii) any end user(s) and/or consumer matters in each case applicable to Your Property, and you acknowledge that Improbable has no responsibilities, obligations or liabilities whatsoever regarding the same. This includes (but is not limited to) applicable consumer protection, data protection and other regulatory matters.
The Agreement will run from the date Improbable grants you access to the Launcher under this Agreement and will continue until terminated in accordance with the terms of this Agreement.
7.1. Suspension. Improbable may suspend your access to the Launcher at any time without notice if we reasonably believe that you are in breach of the terms of this Agreement.
7.2. Termination by Improbable. The Agreement may be terminated on thirty (30) days’ written notice by Improbable at any time. We may also terminate this Agreement at any time without written notice to you if we reasonably believe you are in breach of the terms of this Agreement.
7.3. By You. You may terminate this Agreement at any time by permanently ceasing all use of the Launcher and by removing it from your devices.
8.1. If this Agreement is terminated for any reason: (i) you will no longer be entitled to use the Launcher; and (ii) all licences granted to you under this Agreement will automatically be terminated.
8.2 All rights and obligations of the parties will cease to have effect immediately upon termination or expiry of this Agreement for any reason except for: (i) any and all accrued rights and obligations of the parties at the termination date; and (ii) those rights and obligations of the parties necessary for the interpretation and enforcement of it.
9.1. Improbable IPRs. As between the parties, Improbable is the sole and exclusive owner of the Improbable Property. Notwithstanding the restrictions set out in clause 10 (Restrictions) below, to the extent you make any modifications to, or any derivative works from, any of the Improbable Property, you hereby assign to us all right, title and interest in and to all such modifications and derivative works and you agree that you will do all such things and take all such actions as we reasonably require in order to transfer such modifications and derivative works, and the Intellectual Property Rights in them, to us.
9.2. Your IPRs. You will be the sole and exclusive owner of Your Property.
9.3. Feedback. This clause applies in respect of the Improbable Property only; nothing in this clause is intended to give us any rights (including any Intellectual Property Rights) in any of Your Property. We shall own all rights (including all Intellectual Property Rights) in all oral and written feedback that you provide to us in connection with your use of the Improbable Property. If requested by us and at our expense, you agree to execute all documents and provide us with all assistance that we may reasonably require from you in order to: (i) vest such rights in us; and/or (ii) register such rights in our name or the name of one of our affiliates; and/or (iii) assist us against any allegation of infringement by a third party. If you don’t wish to transfer ownership of your feedback to us then please do not provide your feedback to us.
9.4. Independent Development. Nothing in this Agreement will impair our, or our group companies’ or affiliates’ or partners’ right to develop, acquire, licence, market, promote or distribute games, products or technologies that perform the same or similar functions as, or otherwise compete with, any games, products or technologies you may create, whether using our Launcher or not.
In consideration for our provision of the Launcher, you agree not to, and not to allow third parties (including any end users) to: (i) modify, merge, distribute, translate, reverse engineer, decompile, disassemble, create derivative works of, hack or interfere with the Launcher or any part of it; (ii) probe, scan or test the vulnerability of any system or network; (iii) access, tamper with parts of the Launcher; (iv) duplicate, copy (except in the course of loading or installing) or modify hack or create derivative works of the Launcher; (v) distribute, transfer, sub-licence, lease, lend, rent, sell, resell or otherwise provide access to the Launcher (or any portion of it) to any third party; (vi) share or otherwise make available your copy of the Launcher to any third parties; (vii) use the Launcher to inundate a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective (“DDoS”) or any other similar activities including mail bombing, news bombing, broadcast attacks, or flooding techniques; (viii) breach or otherwise circumvent or attempt to defeat or overcome any encryption, security or authentication measures; (ix ) use the Launcher in any way which: (a) is illegal or infringes third party Intellectual Property Rights; (b) is related to gambling and/or adult content; (c) is defamatory, racist, discriminatory, offensive or inappropriate; or (d) that may be harmful to Improbable, its operations and/or reputation; (x) use it to disseminate (directly or indirectly) any software containing any viruses, spyware, Trojan horses, worms, time bombs, intentionally corrupted data or other computer code designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
Neither party will disclose confidential information to any third party and will only release the confidential information to those of its (or its group companies’, in the case of Improbable) directors, officers or employees who need to know it strictly for the purpose of exercising or performing that party's rights and obligations under this Agreement. Each receiving party will treat confidential information with the same degree of care and apply no lesser security measures than it affords to its own confidential information. The receiving party warrants that these measures provide adequate protection against unauthorised disclosure, copying or use. The receiving party will make no commercial use of the confidential information, except for the Purpose. Confidential information may be disclosed if and to the extent: (i) it is required by law, court order or other authority of competent jurisdiction or any regulatory or government authority to which the receiving party is subject, but in each case only to the extent required and for the purpose of such disclosure and provided that the disclosing party is promptly informed of the disclosure; (ii) the receiving party reasonably considers it necessary to disclose the information to its professional advisers, auditors or bankers provided that it does so on terms protecting the information; (iii) the information entered the public domain through no fault of the receiving party; (iv) the information was previously disclosed to the receiving party without any obligation of non disclosure; or (v) the disclosing party has given its consent in writing.
12.1. Prior agreements. This Agreement will replace any previous version of this terms of service and licence agreement but will be subject to the terms of any other written commercial agreement between the parties.
12.2. LIABILITY. THE MAXIMUM AND TOTAL AGGREGATE LIABILITY OF IMPROBABLE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS IN CONNECTION WITH THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO YOUR USE OF THE LAUNCHER) WILL BE AN AMOUNT EQUAL TO THE GREATER OF: (I) $100 AND (II) ANY AND ALL PAYMENTS FROM YOU ACTUALLY RECEIVED BY IMPROBABLE UNDER THIS AGREEMENT. IMPROBABLE WILL NOT BE LIABLE TO YOU WHETHER IN CONNECTION WITH THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER CAUSED BY IMPROBABLE OR ANOTHER THIRD PARTY, FOR ANY DAMAGE TO PROPERTY, LOSS OF EARNINGS, PROFITS, CHARGES OR EXPENSES, LOSS OR THEFT OF INFORMATION, LOSS OF DATA, LOSS OF BUSINESS, OPPORTUNITY, REPUTATIONAL LOSS OR HARM, OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OR DISRUPTION OF ANY KIND, IN ANY CASE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE WHETHER OR NOT THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTHING IN THIS AGREEMENT PURPORTS TO LIMIT OR EXCLUDE ANY PARTY’S LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION OR WILFUL MISCONDUCT OR EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE OR TO THE EXTENT OTHERWISE NOT PERMITTED BY LAW.
12.3. Breach of this Agreement by you. If you breach the terms of this Agreement and that breach causes us harm or financial loss then you agree to compensate us for all losses, harm, claims and expenses that we incur in relation to your breach. Without limitation, some examples of breaches that could cause us harm or financial loss are: (i) any unauthorised use by you of Improbable Property, our confidential information or of Third Party Content; (ii) any actual or alleged claim by a third party of Intellectual Property Rights infringement or unauthorised confidential information usage in connection with the Launcher or Third Party Content; and/or (iii) any breach by you of the Terms of Service. Improbable shall have no liability to you to the extent that any claim is based upon (i) modifications to the Launcher made by anyone other than Improbable; (ii) combination of the Launcher with software not provided by Improbable; (iii) your failure to use modifications to the Launcher provided by Improbable to avoid infringement or misappropriation; (iv) use of the Launcher by you which breaches Improbable’s terms and conditions; and (v) matters outside Improbable’s reasonable control.
13.1. No partnership or agency. This Agreement does not create any exclusive relationship between the parties nor any partnership, joint venture, employment or agency between them.
13.2. No waiver. No failure or delay by a party to exercise any right under this Agreement or at law will be a waiver of that right.
13.3. Variation. Any variation of this Agreement must be in writing and signed by the parties.
13.4. Consent to assignment. No assignment, sub-contracting or transfer of this Agreement by either party is possible without the other party’s prior written consent.
13.5. Third parties. Only a party to this Agreement can enforce it (whether under the UK’s Contracts (Rights of Third Parties) Act 1999 or otherwise).
13.6. Severability. If any part of this Agreement is found to be invalid or unenforceable, that will not affect the rest of the Agreement.
13.7. Entire agreement. This Agreement constitutes the whole agreement between the parties and unless otherwise stated herein supersedes all previous agreements between them regarding its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement.
13.8. Costs. Each party is responsible for its own costs regarding this Agreement.
13.9. Further assurance. Each party will procure and will use all reasonable endeavours to procure that any necessary third party will, promptly execute and deliver such documents and perform such acts as may reasonably be required to give full effect to this Agreement.
13.10. Governing law and jurisdiction. This Agreement and any dispute or claim in connection with it will be governed by the law of England under the exclusive jurisdiction of the courts of England.
If you wish to contact us in relation to this agreement, please email email@example.com