IFUN ENGINE INDIE LICENSE AGREEMENT
Version (Rev): Last updated on 1st March, 2017
Please read the entire agreement carefully including the preamble set forth below.
This IFUN ENGINE INDIE LICENSE AGREEMENT (this “Agreement”) is a binding agreement between you (the “Licensee” or “you”) and iFunFactory Inc. (“IFUN”) and governs your use of any software developed by IFUN (the “Software”). Licensee shall be granted an indie license (“License”) to use the Software subject to the terms and conditions of this Agreement. By clicking the “AGREE” button after requesting a License to use the Software, you acknowledge that (i) you have read and understand this Agreement and agree to be legally bound by its terms and conditions and (ii) if Licensee is a corporation, represent and warrant that you are duly authorized to enter into this Agreement on behalf of the Licensee and bind Licensee to the terms and conditions hereunder. In the event you agree to enter into this Agreement on behalf of the Licensee without proper authorization, you will be deemed as the Licensee under this Agreement, and will be solely liable for the performance of any obligations hereunder and for any damages suffered by IFUN due to your misrepresentation of such authority.
Article 1 Definitions
“Legal Entity” means any company, enterprise, limited liability company, corporation, general partnership, limited partnership, cooperative, joint venture, or any other type of business organization (including any governmental organization, non-profit organization, and educational or academic institution).
“Software” means any software products developed by IFUN and related updates thereto.
“Sole Proprietorship” means any Legal Entity owned or operated by a single person.
“Indie” means a Sole Proprietorship or a corporation comprised of no more than three employees.
Article 2 Authorized Users
All versions of the Software shall require separate License keys for each project undertaken by the Licensee and therefore, the Licensee shall be required to obtain a separate License for each project. Personnel authorized to obtain and use the License shall be limited to persons who qualify as an Indie or a Sole Proprietorship as defined in Article 1. In the event the Licensee no longer qualifies as an Indie or a Sole Proprietorship, the Licensee shall immediately provide written notice thereof to IFUN by email (email@example.com) and shall be required to obtain and use a new License that reflects the Licensee’s change in status. In no event shall the Licensee object to any legal action or limitations of use initiated by IFUN in connection with the Licensee’s failure to perform any of its obligations hereunder.
Article 3 Grant of License
Subject to the terms and conditions of this Agreement, IFUN shall grant the Licensee a non-exclusive, non-transferrable, and non-sublicensable License to use the Software during the term of this Agreement as set forth in Article 9. The Licensee hereby acknowledges that IFUN does not grant any ownership rights, intellectual property rights, or any other rights, in whole or in part, with respect to the Software, other than to use the Software in accordance with the terms and conditions of the License granted under this Agreement.
Prior to downloading the Software, the Licensee shall be required to indicate the specific project for which it intends to use the Software. The License shall be granted for the specific project and the Licensee shall be permitted to install and use the Software during the term of this Agreement as set forth in Article 7 for its indicated development purpose and use. In the event the Licensee intends to use the Software for a project other than the one indicated, the Licensee shall be required to obtain a separate License. In order to clarify the scope of each project, each License key shall contain the project information which was provided in advance by the Licensee. The Licensee shall not use the Software for purposes that are beyond the scope of the project specified in the License key.
If the Licensee does not agree to the foregoing terms and conditions of this Agreement, it may not use the Software and shall be obligated to destroy any copies of the Software under its control.
Article 4 Use Restrictions
Except as expressly permitted under this Agreement, the Licensee shall not commit, or instruct, instigate, or coerce a third party to commit, any of the following acts:
(i) to modify, combine, copy (excluding cases where load installation takes place), adapt, produce, translate, decompile, reverse engineer, disassemble, or otherwise alter the Software in a manner that is recognizable to another person;
(ii) to create derivative products based on the Software;
(iii) to copy, distribute, transmit, transfer, grant a sublicense, rent, or lend the Software;
(iv) to upload or host the Software to a network or file-sharing service, provide the Software to hosting service providers, application service providers, service centers, SaaS (software-as-a-service) or otherwise make available any features or functionality of the Software to multiple users or third parties;
(v) to use the Software for purposes of developing a competing product displaying identical or similar functions; and
(vi) to use the Software for purposes of developing content whose distribution is prohibited under any laws and regulations (e.g., those governing obscene content or gambling content such as casino games).
The Licensee shall be liable for any direct and indirect losses suffered by IFUN as a result of its breach of any of the foregoing obligations in this Article and shall further indemnify IFUN from and against any related expenditures (including all costs such as attorneys’ fees) that occur as a result of the Licensee’s breach.
Article 5 Reservation of Rights to the Software
The Licensee hereby acknowledges and agrees that the Licensee is only granted a license to use the Software, and that the Software is not sold to the Licensee. IFUN shall retain all ownership rights, intellectual property rights, and any other rights in and to the Software except as expressly granted to the Licensee under this Agreement. The Software shall be afforded protection under applicable copyright laws and international treaties.
Article 6 Notice of Use of the Software
In the event the Licensee develops content based on the License, it shall place therein signs, symbols, logos, or other identification marks designated by IFUN to indicate that such content was developed through the use of the Software. In addition, as of the effective date of this Agreement, IFUN shall be entitled to disclose or notify third parties that the Licensee uses the Software to develop content.
Article 7 Collection and Verification of Information
The Licensee hereby agrees to provide necessary information to IFUN in order to prevent the unauthorized use of the Software, connect the Software to the Internet, and verify updates to the Software as soon as the Software is downloaded and installed. In the event IFUN requests certain information to verify whether the Licensee’s use of the Software is compliant with the terms and conditions of this Agreement, the Licensee shall provide reasonable information that is necessary to confirm such compliance to IFUN within 30 days after receiving such request.
If the Licensee is found to have downloaded and used the Software without obtaining proper authorization from IFUN or is found to have breached any of its obligations hereunder, the Licensee shall be liable for any direct or indirect losses suffered by IFUN as a result of such breach.
Article 8 Technical Support
IFUN shall provide online technical support to users that have purchased fee-based technical support for the Software. However, all users may use IFUN’s community website (https://answers-en.ifunfactory.com/) free of charge.
Article 9 Term and Termination
The License granted under this Agreement to use the Software shall be valid for a period of one year (“Initial Term”) following the date on which the Licensee applies for the License. In the event the Licensee provides written notice to IFUN of its intent to renew the License by no later than one month prior to the expiry of the Initial Term, IFUN may choose to renew the term of the License by mutual agreement with the Licensee. However, in cases where the Licensee has completed development for the content, the License shall terminate immediately regardless of whether such termination occurs prior to the expiry of the Initial Term or the relevant term in effect for this Agreement.
The License is granted on the condition that the Licensee fulfills its obligations set forth in this Agreement. In the event the Licensee is in breach of any terms and conditions in this Agreement, including but not limited to those set forth in Article 2, or applicable regulations, IFUN shall be entitled to request the Licensee to cure such breach within the time period set by IFUN (or in cases where IFUN indicates no specific time period, within 30 days following the request), and if such breach is not cured accordingly, IFUN shall be entitled to terminate this Agreement with immediate effect upon providing notice to the Licensee.
In the event the License is terminated, the Licensee shall cease to use the Software and, at the choice of IFUN, immediately destroy/delete any copies of the Software and related documentation or return such material to IFUN. IFUN shall be entitled to deactivate the Software upon the expiry or termination of this Agreement. In the event the Licensee fails to use the Software within one month after the grant of the License, the License may be terminated. In such cases, the Licensee shall be required to apply for a new License.
Article 10 License Fees
The License granted under this Agreement shall be provided free of charge provided that the Licensee is compliant with all terms and conditions hereunder.
Article 11 Disclaimer of Warranties
THE LICENSE IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. FURTHERMORE, IFUN PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL BE ACCESSIBLE AT ALL TIMES WITHOUT INTERRUPTION OR THAT THE SOFTWARE WILL OPERATE FREE OF ANY VIRUSES OR ERRORS. THE SOFTWARE HAS NOT BEEN DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING EXTREME LEVELS OF SECURITY (E.G., NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AND COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT SYSTEMS, DESIGN/MANUFACTURE/MAINTENANCE/OPERATION OF WEAPONS SYSTEMS, ETC.) AND THE LICENSE HAS NOT BEEN GRANTED FOR THE DEVELOPMENT OF ANY CONTENT THAT CAN BE USED FOR SUCH PURPOSES.
WITHOUT LIMITATION TO THE FOREGOING, IFUN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. FOR THE AVOIDANCE OF DOUBT, IFUN STRICTLY DISCLAIMS ALL WARRANTIES, WHETHER ORAL OR WRITTEN, THAT ARE PROVIDED BY THIRD-PARTY MATERIALS.
Article 12 Limitation of Liability
The Licensee shall be solely liable for any violations of applicable laws and regulations, misuse, accidents, overuse, corrections, etc. with respect to the Software. IFUN retains no right or authority to supervise or instruct the Licensee and in no event will IFUN be liable for the actions of the Licensee. To the fullest extent permitted by applicable law, the Licensee agrees to indemnify, defend, and hold harmless IFUN and its officers, directors, employees, agents, afurred in relation to such dispute. Alternatively, any disputes which may arise between the parties in connection with this Agreement may be referred by either party to the Contents Dispute Mediation Committee pursuant to Article 29 of the Content Industry Promotion Act.
Unless stated otherwise in this Agreement, this Agreement is governed by and will be construed in accordance with the laws of South Korea.
Article 15 Miscellaneous
This Agreement sets forth the entire agreement between the parties regarding the Licensee’s use of the Software and replaces any prior oral or written communications or agreements between the parties with respect to the use of the Software. Any terms and conditions set forth in subsequent purchase orders or other documentation issued by the Licensee which are inconsistent with the terms and conditions of this Agreement may be rejected by IFUN and such terms and conditions will only become effective after IFUN provides its written consent thereto. The Licensee may not assign or transfer, in whole or in part, any of its rights or obligations hereunder to any third party without the prior written consent of IFUN. Any assignment which is made by the Licensee without the prior written consent of IFUN shall be deemed null and void. Without limitation to the foregoing, in the event the Licensee is an employee of a corporation, the Licensee may not assign or transfer, in whole or in part, any of its rights or obligations hereunder to such corporation without the prior written consent of IFUN. A party’s exercise of any of its rights hereunder does not constitute such party’s waiver of its rights to any other remedies available hereunder or available at law. All notices, demands, requests, consents or other communications to be made hereunder or in accordance herewith shall be in writing, sent by email to the specific email address provided by each party, and be deemed to have been completed once a party receives such email. The waiver by a party of a breach by the other party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect under applicable laws, such invalidity, illegality or unenforceability shall be limited to the extent possible, and shall not affect any of the other provisions hereof, which shall nevertheless remain in full force and effect.