17. GALA Platform Development Agreement
GALA Platform Development Agreement
1. Introduction and Description of the Services
a. This Platform Development Agreement (referred to as “Agreement”) governs the relationship between Blockchain Game Partners Inc. dba GALA (referred to as “GALA”) and any person, customer, or entity (referred to as the “Developer” or “You” or “Your”) utilizing the GALA Platform. This Agreement does not create any agency, partnership, or joint venture between GALA and Developer. By using the GALA Services or signing up for an account through GALA or any associated websites, APIs or mobile applications, the Developer has read and consented to this Agreement, as well as other documents as listed below. This Agreement may be amended and updated from time to time at the sole discretion of GALA. Revised versions will be considered effective as of the date and time posted on the GALA Site.
i. This Agreement includes the following documents that are incorporated herein by reference:
- GALA Terms and Conditions (hereinafter “T&C’s”)
- GALA Privacy Policy
- GALA Launcher EULA
- GALA Copyright Policy
- You must also accept and comply with all rules of external platforms applicable to the Applications or specific Games, including but not limited to Xbox Games and other Xbox services rules, PlayStation®4 computer entertainment system licenses and other Sony Interactive Entertainment Inc. rules, Apple App Store and Game Center rules, and Google Play rules (“Third Party Terms”). Any breach of any Third Party Terms shall be regarded as a fundamental breach of this Agreement.
b. GALAChain Services
i. GALA has developed an online platform for the facilitation of the creation, sale, bridging, burning, transferring or management of NFTs/ cryptocurrency (“GALAChain Services”). The GALA Platform (defined below) also allows for channel creation and management, as well as GALA Node creation, sales, reward distribution, or other GALA Node related management. GALAChain Services also include analytics, user rights management, and educational content.
c. Please read the Agreement carefully. It is a legal document that explains Your rights and obligations related to Your use of the GALA Services and the GALA Platform. You may only use the GALA Services if You comply with the terms of this Agreement. By clicking “Accept,” downloading or using the SDK, or accessing the GALA Services or GALA Platform or GALA Creators Portal, You agree to be bound by the terms of this Agreement. If You do not or cannot agree to the terms of this Agreement, do not download or use the SDK, any GALA Services or GALA Platform.
d. DEVELOPER AFFIRMS THAT HE/SHE IS OVER THE AGE OF 18, AS THE GALA APP AND GALA PLATFORM ARE NOT INTENDED FOR CHILDREN UNDER AGE 18.
2. Definitions
“Adjusted Net Revenue” shall mean, with respect to GALA, all income and revenue (whether in cash, hard currency, FIAT, cryptocurrency, virtual currency or other currencies) (“Gross Revenue”) actually received, directly or indirectly, from or with respect to GALA’s exploitation of the Applications pursuant to Section 3(b)(iv) (including but not limited to, all revenue received, directly or indirectly, from or with respect to: (A) the sale of Application Virtual Items within the Application or on the GALA App, (B) sales, subscriptions, micro-transactions, advertising, eSports, product placements and sponsorship income and revenue related to the Application or Application Virtual Items, (C) from distribution of any downloadable content (“DLC”) including, for the sake of clarity, Gross Revenue generated from subscription fees paid with respect to one or more Developer Applications, net of (i) any taxes GALA is legally required to collect, withhold or pay with respect to such earned amount (except taxes on the Developer’s net income); and (ii) any Applicable Adjustments.
“Affiliates” shall mean any person or entity that, either directly or indirectly, controls, or is under common control with, or is controlled by a designated person or entity, whether such control is exercised by voting rights or otherwise.
“Agreement” shall mean this GALA Platform Development Agreement, including any addenda.
“Applicable Adjustments” shall mean: (a) actual costs resulting directly from returns, discounts, refunds, fraud or chargebacks for the Applications; (b) Customer Taxes, if and only to the extent that any such Customer Taxes have been included in the calculation of gross revenue earned, however, for absence of doubt the deduction under clause (b) above does not include any taxes other than end user taxes, including without limitation taxes on the income or business operations of GALA.
“Applicable Laws” shall mean all laws, regulations and regulatory policies, guidelines or industry codes of any competent industry body that are applicable to GALA, GALA Personal Data, GALA Platform, You and the GDPR.
“Application(s)” shall mean the Developer’s computer games, interactive video game software and related applications, social media, enterprise, or other applications specified in connection with the Agreement completion process, or otherwise built by Developer over GALAChain, including, any Application Updates and any Localized Versions of such Applications.
“Application NFTs” shall mean NFTs created or minted in connection with the Application which may contain embedded GALA Intellectual Property.
“API” shall mean application programming interface.
“Application Updates” shall mean any updates, corrections, and enhancements provided by Developer for use by Developer’s end users of the Applications and shall include any such updates, corrections, and enhancements made available to third parties or end users. Application Updates include any DLC provided for an Application.
“Application Virtual Items” shall mean virtual items sold, used or exchanged as part of the GALA Services by the Developer.
“Authorized Developers” shall mean Your employees and contractors, members of Your organization who (a) each have an active GALA App, (b) have a demonstrable need to know or use the GALA Services in order to develop and test Covered Products, and (c) to the extent such individuals will have access to GALA Confidential Information, each have written and binding agreements with You to protect the unauthorized use and disclosure of such GALA Confidential Information.
“Blockchain Technology” shall mean any software, computer code, application, process, or other technology that reads, queries, writes to, accesses, deploys to, transactions with, interacts with, leverages, stores information on, retrieves information from, or otherwise uses, in any way, whether directly or indirectly, any blockchain, including any technology that uses, or facilitates the use of, Smart Contracts (as defined below), cryptocurrencies, NFT’s (as defined below), or other digital assets recorded or transacted on a blockchain.
“Confidential Information”** **shall mean certain information that is confidential, proprietary, or not generally available or known to the public, or that is designated as confidential, or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential that GALA or Developer may provide.
“Covered Products” shall mean Your Internal Use Applications developed under this Agreement.
“Credentials” shall mean the digital keys or API provided by GALA to You that enable You to integrate and access the GALA Platform with Your Application.
“Data Subject” shall mean an identified or identifiable natural person from whom or about whom information is collected.
“Demo Version” shall mean any demonstration versions of the Applications, if any.
“Developer Intellectual Property” shall mean any and all Intellectual Property Rights in and to the Application (excluding any and all rights to GALA Services, GALA Platform, GALA SDK, and GALA Intellectual Property integrated therein), but including, but not limited to, the Developer Marks, Developer Technology and all other works of authorship or other material or information relating thereto owned, controlled, developed, licensable, or sublicensable by Developer including without limitation (in each case to the fullest extent that any right, including any Intellectual Property Right, subsists): (a) text, video, visual displays, scripts, literary treatments, characters, character skills and abilities, character biographies and background stories, backgrounds, environments, rules and play patterns, and other elements visible to Your end user of the Application or other product; (b) all sounds, sound effects, sound tracks, and other elements audible to Your end user of the Application or other product; (c) all methods in which Your end user interacts with the characters, backgrounds, environments, or other elements of the Application or other product; (d) the distinctive and particular elements of design, organization, presentation, “look and feel,” layout, user interface, navigation, trade dress, and stylistic convention (including the digital implementations) within the Application or other product and the total appearance and impression substantially formed by the combination, coordination and interaction of these elements; (e) source code and object code of the Application; (f) any other Application proprietary elements of the Application; (g) client or “app” software that is installed on Your end user’s mobile device to enable Your end user to operate the Application; (h) server software and databases of Your Application; (i) manuals, specifications, user guides, Frequently-Asked-Questions, and other documentation related to Your Application; (j) any other material or information related to Your Application; (k) all derivative works of the Application IP made by or on behalf of Application (the “Branded Materials”); (l) all marks, designs or trademarks, and related goodwill associated with the foregoing, including, but not limited to the marks and trademarks associated with Your Application; and (m) all other upgrades or modifications, improvements, or derivative works to any of the items listed in related to Your Application (a) through (m) including any such upgrades or modifications, improvements, or derivative works produced pursuant to this Agreement. For the avoidance of doubt, Application shall not include any Application NFTs or any GALA Node.
“Developer Marks” mean all trademarks, service marks, words, taglines, names, symbols, devices, designs, indicia of origin, short phrases, and short sayings, including titles, logos, product designs, product features, character names, nicknames, personas, sounds, place names, scenes, things, and events, as well as any translations, foreign language equivalents, and combinations, in each case owned by Developer.
“Developer Technology” means the underlying software and back-end materials of Developer which form the Application and are of general use or applicability in Developer’s computer games, interactive video game software and related applications, social media, enterprise, or other applications and including the foregoing that may be specific to the Application.
“Digital Wallet” shall mean any software using or leveraging Blockchain Technology that allows GALA Account Holder to store, access, and/or manage their cryptocurrency, NFTs and/or other digital assets and/or authenticate Blockchain-based transactions (e.g. MetaMask).
“Distributable Code” shall mean code that GALA specifically designates for incorporation into the Application(s).
“Distribution Rewards” as defined in GALA T&C’s.
“Documentation” shall mean any technical or other specifications or documentation that GALA may provide to You for use in connection with the GALA Services, or otherwise as part of the GALA Platform, including any review guidelines from GALA.
“Face Data” shall mean information related to human faces (e.g., face mesh data, facial map data, face modeling data, facial coordinates or facial landmark data, including data from an uploaded photo) that is obtained from an end user’s device and/or through the use of the GALA Software, or that is provided by an end user in or through an Application (e.g., uploads for a facial analysis service).
“Feedback” shall mean suggestions, comments, ideas, and all other types of information, including software and code, which (a) You give or communicate directly or indirectly (including Your employees, agents, contractors, or representatives) to GALA or its agents; and (b) relates to the SDK, its components, any GALA Services, or the GALA Developer Portal.
“FOSS” (Free and Open Source Software) shall mean any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge.
“GALA Personal Data” shall mean any Personal Data in respect of which GALA or GALA Affiliates is a data controller, which You process in connection with this Agreement. Terms defined in the GDPR, as applicable, shall have the same meaning when used in this Agreement.
“GALA Account Holder” shall mean an end user of one or more of the Applications who has obtained a GALA account from the GALA Site, agreed to GALA Launcher EULA, and licensed a GALA distributed version of the Applications or completed a GALA Product Key Authorization and is impacted by the .
“GALA App” shall mean the application and/or account through which Developers and GALA Account Holders can interact with the GALAchain.
“GALA Arcade” shall mean the GALA Platform where Developers can build and host web3 games.
“GALAChain” shall mean a L-1 hyperledger blockchain designed for universal application across all industries.
“GALA Creator” shall mean the set of tools Developer can utilize to create, build, and use the Application on GALAChain.
“GALA Developer Portal” shall mean the portal Developers will be able to access to develop Applications on GALAChain and utilize the GALA Platform tools, including but not limited to GALA Services, GALA Creator and functions including but not limited to rights management, payment management, GALAChain, SDK, and documentation.
“GALA Intellectual Property” shall mean any and all Intellectual Property Rights including, but not limited to, the GALA Platform, GALA Trademarks, GALA SDK, GALA Developer Portal, GALAChain, GALA Creator, GALA Arcade, GALA Node, GAA Node Network, GALA Launcher, GALA Platform, GALA Site, and all other works of authorship or other material, programs, products or information relating thereto owned, controlled, developed, licensable, or sublicensable by GALA. For the avoidance of doubt, Application IP shall not include any Application NFTs or any GALA Node.
“GALA Node” shall mean individual, interconnected computers or entities that participate in the GALA Node Network to perform distributed tasks or maintain a shared database, in accordance with specific protocols or guidelines.
“GALA Node Network” shall mean the network that is formed when the GALA Nodes are combined.
“GALA Launcher” shall mean a locally installed service that listens for “launch requests” from the GALA Platform website.
“GALA Platform” shall mean the platform on which the GALAChain Services are provided, which shall include GALAChain, GALA Developer Portal, Gala App, GALA Store, and the GALA Site.
“GALA Reward” as defined in GALA T&C’s.
“GALA Services” includes the GALAChain Services, GALA SDK, GALA Arcade, GALA Launcher collectively.
“GALA Site” shall mean the GALA website (gala.com), which includes games.gala.com, music.gala.com, and film.gala.com.
“GALA SDK” shall mean the GALA software development kit for GALAChain, and any other GALA software that is delivered to or made available to Developer for its use pursuant to this Agreement.
“GALA Store” shall mean an online marketplace owned and operated by GALA, which permits the distribution of Applications to all end users (including end users), and where end users can access information, download, launch and play games and Applications, browse NFTs and in-Application items associated with the Application, for sale.
“GALA Trademarks” shall mean any trademarks, logos, or other intellectual property belonging to GALA.
“GALA Token(s)” are currently ERC-20 blockchain-based assets that run on the Ethereum Network. Ownership of GALA Tokens do not represent ownership in GALA, nor does GALA have centralized control over GALA Tokens. The original contract for the creation of GALA Tokens can be found at the following address: 0x15D4c048F83bd7e37d49eA4C83a07267Ec4203dA.
“Internal Use Application” shall mean a software program (including extensions, fonts, media, etc that are enclosed in a single software bundle) that is developed by You on a custom basis for Your own in-house business purposes.
“KYC Information” shall mean additional information that GALA may request from a Developer to verify the Developer’s identity in order to use GALA Platform or GALA Services.
“KYC Partners” as defined in the GALA T&C’s.
“Localized Versions” shall mean versions of the Application that have been translated into other languages by Developer.
“NFT” shall mean a cryptographic asset on blockchain with unique identification codes and metadata that distinguishes that cryptographic asset from any other cryptographic asset (whether on the same or different cryptographic blockchain).
“Personal Data” shall mean any data falling within the definition of “personal data” under the General Data Protection Regulation 2016/679 or any replacement legislation, as applicable and including the UK’s Data Protection Act 2018 (“GDPR”).
“Prohibited License” shall mean any license to software, content, or other materials with terms that include a requirement, as a condition of use, modification, or distribution of such materials, that such materials or other software incorporated into, derived from, or distributed with such materials be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no or minimal charge or only for non-commercial purposes.
“Permitted Users” shall mean employees or contractors of Your company, and other authorized users approved by GALA in advance and in writing, all of whom have written and binding agreements with You or Your company to protect Your Internal Use Application from unauthorized use in accordance with the terms of this Agreement.
“Proposed Amendments” shall mean proposed changes to the governance of the GALAChain.
“Provisioning Profiles” shall mean the files (including applicable entitlements or other identifiers) that are provided by GALA through GALA Creator for use by You in connection with Your Internal Use Application development and testing, and limited distribution of Your Internal Use Applications as permitted hereunder.
“Quarter” shall mean a period of three (3) calendar months ending on March 31, June 30, September 30, or December 31.
“Smart Contracts” shall mean any programmable embedded restrictions or limitations on Blockchain Technology.
“Testnet” shall mean blockchain network designed for testing and development purposes, allowing developers to deploy and experiment with chaincode and other blockchain applications without real-world consequences. The Testnet operates independently from the main blockchain network and is used to identify bugs, refine projects, and ensure functionality and security in a controlled environment.
“Territory” shall mean: (a) worldwide or (b) the nations authorized for distribution by Developer on GALA Developer Portal, if Developer has restricted an Application’s distribution territory through the online tools provided by GALA for this purpose.
“Token” shall mean a token that is not the GALA Token or any other token owned by GALA, which shall include for games, music, or film.
“Your Data” shall mean any data that is not GALA owned data provided to or received by GALA from You (or a third party on behalf of You) or a Developer in connection with Your use of the GALA Platform under this Agreement, including any computational results derived from the use of GALA Platform.
3. License Grant and Intellectual Property
a. General
i. Grant of License to the Application(s). Developer hereby grants to GALA a worldwide, perpetual (except as provided in Section 19), non-transferable (except as provided in Section 22), sublicensable (as commercially necessary to exploit the rights granted herein), and royalty-free license:
- To copy, perform, display, distribute, transmit, modify (solely to distribute the Applications for resale to end users per the terms of this Agreement), and use the Application(s) for administrative and demonstration purposes in connection with the operation, promotion, and marketing of GALA Platform and GALA Services itself and in connection with the promotion, marketing, sales, support, and distribution of the Application(s) via the GALA Platform and/or GALA Store;
- To distribute and grant Digital Rights in the Application(s) to end users;
- For clarity, GALA shall be under no obligation to distribute the Application(s), or once distribution has begun, to continue to distribute the Application(s) at any point during the term of this Agreement.
b. GALA Services and the Application(s)
i. Subject to and conditional upon Your compliance at all times with the Agreement, GALA hereby grants to Developer a non-exclusive, worldwide, non-transferable (except as provided in Section 12(d)), non-sublicensable, and royalty-free license during the term of this Agreement to do the following, solely to enable the Application(s) to be distributed via GALA Developer Portal: (i) copy and use the GALA Services provided by GALA to Developer, internally within Developer’s organization, (ii) modify source code (if any) included by GALA in the GALA Services, and (iii) incorporate into the Application(s) the components of the GALA Services that GALA specifically designates for incorporation into the Application(s) (“Distributable Code”). Subject to the foregoing license, GALA retains all right, title and interest in and to all GALA Services and GALA Platform. GALA reserves the right to restrict, limit, or rescind access at any time to its GALA Developer Portal, GALA Platform or the GALA Services in its sole discretion.
ii. As between You and GALA, You (and Your licensors, if any) retain all right, title and interest including all Developer Intellectual Property in and to Your Application(s) (excluding, any Distributable Code, GALA Services or GALA Platform, and GALA Intellectual Property integrated therein) and Your Data. You grant GALA a limited, non-exclusive, fully-paid, royalty-free, worldwide license to use and reproduce Your Data solely for the purpose of providing the GALA Services. GALA takes reasonable and appropriate steps to protect all applications or systems that make use of Your Data against unauthorized or unlawful access, use, destruction, loss, alteration or disclosure.
iii. Developer agrees that GALA may grant to end users a non-exclusive, worldwide and perpetual license to download, install and use the Applications(s) for personal use (“Digital Rights”). You and GALA expressly acknowledge that distribution of the Application to end users is not a sale of the Application(s) but the grant of Digital Rights to end users. Such Digital Rights shall be granted pursuant to GALA’s then-current end user license agreement for the GALA Store (“GALA Launcher EULA”) and Developer’s Applications end user license agreement as approved by GALA, if any (“Developer EULA”).
iv. Electronic Delivery License. Developer hereby grants to GALA a non-exclusive license to reproduce, publicly display and perform, transmit, sell, license and otherwise distribute the Application in object code form via GALA Developer Portal and through any type of payment method to GALA Account Owners in the Territory. To the extent that the Agreement includes versions of an Application for multiple operating systems (e.g. a Windows version, a Linux version and an Apple iOS version) such versions shall be sold together as a single “hybrid” Application unit on GALA Developer Portal. Therefore, an Apple iOS version of any Application, a Linux version of an Application, and a Windows version of an Application shall not be considered to be separate sales when calculating the payment obligations pursuant to Section 19. In the case of Demo Versions available outside of GALA Developer Portal, if any, if such a Demo Version includes a reference to how/where to purchase the Application (e.g., screens on start or exit), Developer shall cooperate with GALA to include a reference to GALA in that location.
v. The license granted in Section 3 applies only to the most current version of the GALA Services. Unless otherwise specified by GALA, if GALA makes a newer version of the GALA Services available, Developer must use the newer version for all work in progress and new work, except that Distributable Code included in an Application that is already being distributed via GALA Developer Portal does not have to be replaced with Distributable Code incorporating the newer version of the GALA Services.
vi. Developer will not, and will not permit or encourage any third party to: (i) distribute, display or modify the GALA Services (except as permitted in Section 3), (ii) attempt to circumvent, modify, or otherwise interfere with any technical measures designed to prevent unauthorized use of the GALA Services, GALA Developer Portal, or other GALA products, (iii) use the GALA Services for software-as-a-service, hosted service, time-sharing, service bureau or similar use, (iv) use the GALA Services for the purpose of developing a product competitive with GALA Developer Portal or other GALA products, or for distributing applications or other materials through services competitive with GALA Developer Portal, or (v) disassemble, decompile, or reverse engineer the GALA Services, or otherwise attempt to discover the source code of the GALA Services. The restriction in the foregoing clause, (v) is inapplicable to the extent prohibited by Applicable Law; provided that, in the event Developer intends to disassemble, decompile or reverse engineer the GALA Services or perform other activities described in clause (v), Developer will first provide GALA with written notice thereof. Developer shall not use the GALA Services except as expressly permitted in Section 3 above.
vii. Unless approved by GALA in writing, Developer may only submit to the GALA Developer Portal Applications that are developed by or for Developer. Developer may only submit Applications to the GALA Developer Portal in its own name (unless the GALA and Developer otherwise agree in writing, e.g., in the context of a publisher submitting games on behalf of a developer), and may not submit an Application to GALA Developer Portal on behalf of a third party. The download, installation, and use of the Application(s) must not require, depend on, cause the launching of, or otherwise integrate with any other software running on Your end user’s machine other than the GALA Developer Portal platform unless GALA and Developer specifically amend this Agreement to account for such scenario. For clarity the foregoing does not prohibit Developer from submitting Applications whose functionality enables Your end user to use features, functionality or items in an Application that were purchased in a version of the Application operating on a different platform (e.g., enabling cross-platform use of a virtual item). Upon submitting an Application to GALA Developer Portal, Developer represents and warrants that (i) Developer has provided complete and accurate Developer Materials, including all warnings, disclosures, and other information required under Applicable Laws or regulations to be displayed with each Application, and all information requested by GALA in connection with the Application, and (ii) Developer has used reasonable efforts to verify the Application is compatible with GALA Developer Portal. Developer will use reasonable efforts to ensure the Application remains compatible with the then-current version of GALA Developer Portal as long as the Application is listed for sale via GALA Developer Portal.
vii. Except for the rights granted by Developer to GALA in Section 3 above and GALA’s rights in Distributable Code incorporated into an Application, GALA expressly acknowledges and agrees that it obtains no right, title, or interest from Developer (or Developer’s licensors) under this Agreement in or to any Application supplied by Developer, including any intellectual property rights which subsist in that Application.
ix. Developer represents and warrants that it has all intellectual property rights necessary for it to grant GALA the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to the Application(s). If third party materials are included in an Application, Developer represents and warrants that it has the right to distribute the third party material in that Application. Developer agrees that it will not submit material to GALA Developer Portal that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including patent, privacy, and publicity rights, unless Developer is the owner of such rights or has permission from the rightful owner to submit the material to GALA Developer Portal.
x. Developer represents and warrants that the Application(s) do not contain: (i) any software, content, or other material licensed under a Prohibited License; or (ii) any software, content, or other material that is a modification or derivative work of any software, content, or material licensed under a Prohibited License.
xi. Developer expressly acknowledges and agrees that GALA shall be entitled to forward Developer’s company and contact names, address, and other contact details to any third party that reasonably claims that Developer does not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright, or other proprietary rights, in and to an Application or the Developer Materials.
4. Testnet
The Testnet is intended solely for testing and development purposes. By using the Testnet, Developers agree not to deploy any chaincode that is malicious, illegal, or resource intensive. We reserve the right to remove or suspend any chaincode that violates these terms without prior notice.
Developers must submit their chaincode for approval before deployment on the Testnet. The approval process involves an initial automated review, which checks for syntax errors, dependencies, and potential security risks.
Chaincode that passes the automated review may be subject to further manual review if flagged for unusual patterns, high resource usage, or other concerns.
We conduct regular audits of deployed chaincode to ensure compliance with our policies and to identify any issues that may affect the Testnet’s integrity. Developers agree to cooperate with these audits.
Data generated and collected during the use of Testnet will be handled in accordance with our privacy policy. Developers must ensure that their chaincode complies with all relevant data protection regulations.
We are not liable for any damages resulting from the use of the Testnet. Developers are solely responsible for their chaincode and its impact on the Testnet environment.
Developers retain ownership of their chaincode but grant us the necessary licenses to test, use, and display their chaincode on the Testnet. Developers must ensure that their chaincode does not infringe on any third-party intellectual property rights.
Access to Testnet may be terminated at our discretion if there is a violation of these terms. Upon termination, we reserve the right to remove the developer’s chaincode and associated data from the Testnet.
5. Proprietary Notices and Trademarks
a. You agree not to remove or destroy any copyright notices, trademarks, or other confidential legends or markings placed upon or contained within or on any of the GALA Services, including but not limited to on any documentation or materials related to the SDK.
b. You acknowledge and agree that You have no rights with respect to any trademarks, service marks, trade names, or logos of GALA or its Affiliates (the “GALA Trademarks”) except to state that the Application is “on GalaChain”. Any other uses require the express written consent of GALA. If You wish to make any other use of GALA Trademarks, logos, please contact support@gala.com.
c. The GALA Services include features that allow You to post, submit, publish, display or transmit to end users Your trademarks, service marks, trade names, or logos (“Your Marks”). You agree to grant and hereby grant to GALA a non-exclusive, fully-paid, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display, and use Your Marks, solely as uploaded by You and solely for the purpose of providing the GALA Services.
d. As used herein, “Feedback” shall mean suggestions, comments, ideas, and all other types of information, including software and code, which (a) You give or communicate directly or indirectly (including Your employees, agents, contractors, or representatives) to GALA or its agents; and (b) relates to the SDK, its components, any GALA Services, the GALA Platform, or the GALA Developer Portal. You agree to grant and hereby grant to GALA a non-exclusive, fully-paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, non-terminable, transferable, and assignable license to reproduce, distribute, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, modify, and create derivative works based on, and otherwise exploit any and all Feedback for all current and future methods and forms of exploitation in any country. Any and all Feedback shall be subject to GALA’s underlying rights in the subject matter of such Feedback. You understand and agree that GALA is not required to make any use of any Feedback that You provide. You agree that if GALA makes use of Your Feedback, GALA is not required to credit or compensate You for Your contribution. You represent and warrant that You have sufficient rights in any Feedback that You provide to GALA to grant GALA and other affected parties the rights described above. This includes but is not limited to Intellectual Property Rights and other proprietary or personal rights.
e. The SDK includes third party software components (“Third Party Software”). If Third Party Software has separate software licenses or attribution requirements, the license terms or other attribution requirements for Third Party Software components will be provided in the Third Party Notices Folder of the SDK, linked herein.)
f. GALA collects quality of service metrics relating to Your use of the GALA Services and SDK (“Quality of Service Metrics”) and uses Quality of Service Metrics only for the purpose of providing the GALA Services. Quality of Service Metrics exclusively include telemetry data derived from API requests and additional data collected by the SDK. The Quality of Service Metrics collected by the SDK include a randomly-generated session identifier for each session making API calls, the number of API calls, latency, and HTTP and internal status codes (i.e. success and error codes).
g. **Ownership/Reservation of Rights. **Except as expressly provided herein, Developer retains all right, title and interest to the Applications and related marks, and GALA retains all right, title and interest in and to the GALA Platform, GALA Trademarks, and sales data. All rights not expressly granted hereby are reserved by GALA and the Developer.
6. License Restrictions and Rating Requirements
a. Developer will obtain and display an age rating for the Application from an appropriate rating body in each jurisdiction where such rating is required.
b. Products that have received an age rating from any ratings authority must display those ratings on their storefront in the GALA Store. Developer further agrees to keep up to date any applicable ratings information obtained from ratings or government authorities.
c. Developer will provide full, accurate, clear and conspicuous disclosures to end users of all terms, conditions, risks, and other relevant information related to the use of Blockchain Technology in the Application.
d. Developer will not use GALA Intellectual property, including but not limited to trademarks, in, or to advertise, any Blockchain Technology without advance written approval from GALA legal for such use.
e. Developer will not create, distribute, or promote any Application on the GALA Platform or utilizing the GALA Services that contains material that is obscene, illegal, or in violation of any applicable laws or regulations.
f. Developer will not develop, create, or sign any Smart Contracts on behalf of GALA, or that include references to the GALA Store or this Agreement.
7. Internal Use License and Restrictions
a. Permitted Users and Restrictions;
i. Subject to the terms and conditions of this Agreement, GALA hereby grants to You during the term of this Agreement, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to:
Install a reasonable number of copies of the GALA Services on computers owned or controlled by You, to be used internally by You or Your Authorized Developers for the sole purpose of developing or testing Your Covered Products, except as otherwise expressly permitted in this Agreement;
Make and distribute a reasonable number of copies of the Documentation to Authorized Developers for their internal use only and for the sole purpose of developing or testing Your Covered Products, except as otherwise expressly permitted in this Agreement;
Distribute Provisioning Profiles only to Your Authorized Developers and only in conjunction with Your Internal Use Applications for the purpose of developing and testing Your Internal Use Applications;
Distribute Provisioning Profiles only to Your employees and/or Permitted Users in conjunction with Your deployment of Your Internal Use Applications on devices controlled by You for internal use by Your employees and/or Permitted Users;
Except as set forth in Section 6.1a, You may not use, distribute or otherwise make Your Internal Use Applications available to any third parties in any way. You may deploy Your Internal Use Applications to Permitted Users on Your behalf, provided that such deployment is at least as restrictive and protective of GALA as the terms of this Agreement. Any actions undertaken by You in relation to such deployment and/or arising out of this Agreement shall be deemed to have been taken by You, and You shall be responsible to GALA for all such actions.
8. Obligations
a. Use of the GALA Services
i. By using GALA Services, You agree that:
You will only use GALA Services as allowed by this Agreement and follow all relevant laws and regulations.
You will avoid using GALA Services for illegal activities, promoting violence or terrorism, or spreading content related to child exploitation or abuse or engaging in bait-and-switch pricing, consumer misrepresentation, deceptive business practices, or unfair competition against other developers.
You will ensure your Application complies with GALA documentation and will not infringe on any rights, including copyrights, trademarks, and patents.
You will not tamper with GALA Services’ or GALA Platform security features or create software that harms end user or platform security, including but not limited to, disable, hack or otherwise interfere with security measures, or any digital signing, Digital Rights or management, verification or authentication mechanisms implemented in or by the GALA Services or GALA Platform, or other GALA software or technology, or enable others to do so or violate the security, integrity, or availability of any user, network, computer, or communications system.
You will not engage in actions that disrupt GALA Services, its intended use, or GALA’s business practices, including but not limited to, taking actions that may hinder the performance or intended use of the GALA Services, GALA Store, or Application distribution or other features thereof (e.g., submitting fraudulent reviews of Your own Application or any third party application, choosing a name for Your Application that is substantially similar to the name of a third party application in order to create consumer confusion.
You will follow legal and ethical standards in your business practices and Application development.
You understand that GALA will decide if your Application can be distributed through the GALA Store at its discretion.
b. Program Requirements
i. Any Application that will be submitted to the GALA Store or through the GALA Developer Portal must be in compliance with the Documentation and this Agreement, including the Program Requirements set forth below.
You will fulfill any applicable regulatory requirements, including full compliance with all applicable laws, regulations, and policies related to the manufacturing, marketing, sale and distribution of Your Application, including in the United States as well as in other countries, territories, or regions where You plan to make Your Application available. However, You agree that You will not seek any regulatory marketing permissions or make any determinations that may result in any GALA products being deemed regulated or that may impose any obligations or limitations on GALA. By building Your Application on GALAChain, You represent and warrant that You are in full compliance with any applicable laws, regulations, and policies. You also represent and warrant that You will market Your Application only for its cleared or approved intended use/indication for use, and only in strict compliance with applicable regulatory requirements. Upon GALA’s request, You agree to promptly provide any such clearance documentation to support the marketing of Your Application. If requested by a government body that has a need to review or test Your Application as part of its regulatory review process, You may provide Your Application to such entity for review purposes. You agree to promptly notify GALA in accordance with the procedures set forth in Section 23 of any complaints or threats of complaints regarding Your Application in relation to any such regulatory requirements, in which case GALA may remove Your Application from distribution.
c. Data and Privacy
**i. **Recordings
In the event that the Application developed by You engages in the capture or creation of any form of video, audio via microphone, screen recordings, or camera-based recordings, irrespective of whether such recordings are retained on the end user’s device or transmitted to a remote server (including, but not limited to, images, photographs, voice captures, speech captures, or any other forms of recordings), it is imperative that the Application integrates and prominently displays an audio, visual, or alternative form of indicator that is readily noticeable to the user, for the purpose of signaling the active occurrence of a recording.
Furthermore, the Application’s practices encompassing the collection, processing, retention, uploading, synchronization, storage, transmission, sharing, disclosure, or utilization of any data, content, or information, whether conducted by, through, or in association with the Application, shall be in strict adherence to all prevailing privacy laws and regulations, in addition to conforming to any relevant program requirements. This includes, but is not limited to, adherence to any stipulations regarding the provision of notice to, and obtaining consent from, end users.
ii. Collection and Use of Data
You, in conjunction with Your Applications and any third parties engaged for the provision of advertising services, are hereby prohibited from the collection of end user or device data without securing explicit consent from the end users beforehand. This encompasses data acquired directly from end users as well as data collected through the utilization of GALA Services or GALA-provided SDKs, with the stipulation that such data collection is solely for the purpose of delivering services or functionalities that are intrinsically linked to the Application’s usage, or for the dissemination of advertising in compliance with specified sections of this Agreement. Any intentions to extend or modify the purview of data utilization for data previously amassed must be preceded by the acquisition of explicit consent from the users regarding such augmented or altered data collection practices.
It is expressly prohibited for both You and Your Application to employ any form of persistent, device-centric identifier, or any data derived thereof, with the objective of uniquely identifying a device. Furthermore, the extraction of any data from a device aimed at the unique identification of either the device itself or its user is strictly prohibited.
You bear the full responsibility to ensure that Your Application, inclusive of any third-party Software Development Kits (not furnished by GALA), is in full compliance with the terms of this Agreement and the accompanying Documentation. In instances where Your Application employs specific APIs as delineated in the Documentation, it is imperative that the metadata within Your Application distinctly enumerates one or more legitimate purposes that accurately mirror Your deployment of each such API and the resultant data utilization. The application of these APIs, along with the data procured from their usage, is restricted solely to the purposes identified. Moreover, in the event that Your Application incorporates a third-party SDK, which is recognized within the Documentation as being commonly utilized, it is incumbent upon You to ensure that such third-party SDK is duly authenticated by the SDK provider and is accompanied by the requisite metadata as outlined in the Documentation.
iii. Disclosures to Users
You are obligated to furnish users with transparent and exhaustive details concerning the collection, utilization, and dissemination of end user or device data. This entails the inclusion of a comprehensive account of how end user and device data are employed within the Application description featured on the GALA Store. Moreover, it is incumbent upon you to implement suitable measures to safeguard such data against illicit exploitation, revelation, or access by unauthorized entities. In the event that an end user withdraws consent or explicitly revokes authorization for the collection, employment, or disclosure of their end user or device data, You, together with any third parties engaged for advertising purposes, are required to immediately discontinue all related activities.
It is mandatory for You to incorporate a privacy policy within Your Application, make it accessible on the GALA Store, and/or present it on Your website. This policy must elucidate Your practices regarding the collection, use, disclosure, sharing, retention, and elimination of user or device data. In adherence to applicable legislation, You are also bound to inform Your end users promptly in the case of a data breach where user data amassed through Your Application is jeopardized. For instance, You are to dispatch an email notification to Your end users in the instance of an accidental exposure or misuse of their end user data.
d. Legal and Other Requirements
i. Applications are required to adhere to all pertinent criminal, civil, and statutory regulations and laws, inclusive of those applicable within any jurisdictions where Your Applications are distributed or accessible. Specifically:
You, along with Your Application, must ensure compliance with all relevant laws and regulations concerning privacy and data collection. This encompasses the lawful handling of any end user or device data collection, utilization, or disclosure, including but not limited to an end user’s IP address, device name, and any end user-associated installed applications.
Applications must not be developed or promoted with the intention of engaging in harassment, abuse, spamming, stalking, threatening, or infringing upon the legal rights (including privacy and publicity rights) of others.
Neither You nor Your Application shall execute any functions or establish links to any content, services, information, or data, nor employ any robots, spiders, site search/retrieval applications, or other devices to scrape, mine, retrieve, cache, analyze, or index any software, data, or services provided by GALA or its licensors. Moreover, You are prohibited from acquiring (or attempting to acquire) any such data, except for data explicitly provided or made accessible by GALA in conjunction with such services. You hereby agree to refrain from collecting, disseminating, or utilizing any such data for purposes not authorized by GALA.
e. Regulatory Compliance for Location-Based and Face Data Services in Applications
i. Applications employing location-based APIs or offering location-based services, including those that access face data, must adhere to stringent regulatory and consent frameworks. Such applications shall neither be designed nor marketed for the automated or autonomous control of vehicle behavior, nor for emergency or life-saving functionalities. Furthermore, the collection, transmission, or use of user location or face data must be preceded by clear user notification and the acquisition of explicit consent, ensuring data is used strictly within the consented scope and in compliance with this Agreement.
ii. Location-based services or functionalities within Applications, particularly those involving real-time navigation, must present users with a comprehensive End User License Agreement (EULA) that includes disclaimers about the potential inaccuracies of location data.
iii. Applications are expressly prohibited from disabling, overriding, or interfering with GALA-implemented system alerts or consent mechanisms intended to inform users about data collection or to obtain user consent. Descriptions within such mechanisms must accurately reflect the scope of data usage, and Developers must cease data collection if user consent is denied or withdrawn.
iv. Applications with face data must limit their use to functionalities directly relevant to the Application’s operation. Developers must transparently communicate the intended uses and disclosures of face data and secure clear, conspicuous consent before any data collection or usage. The use of face data for advertising, authentication, marketing, or any unrelated purposes is strictly prohibited. Developers must refrain from using face data to construct user profiles, identify users, or facilitate such activities by third parties. The transfer or sharing of face data is restricted to specific, consented application functions and must comply with both this Agreement and the provided Documentation.
f. Content Rights and Licensing
**i. **Content and Materials
a. Intellectual Property Compliance for Musical Content: It is imperative that Your Applications hold outright ownership or possess fully settled licenses for all utilized musical pieces and compositions, thereby exempting GALA from any obligations to disburse fees, royalties, or other compensations to You or any external parties. In instances of international distribution, it is crucial that such musical elements remain unassociated with any rights collection agencies, and any licensing agreements must be exclusive to Your Application. All additional materials within Your Application should either be your property or utilized under explicit permission from the rights holder. GALA reserves the right to decline applications containing materials considered unsuitable or offensive. Your Application may feature promotional activities, provided You are the exclusive promoter and ensure adherence to all pertinent regulations and disclosures, explicitly excluding GALA from any promotional involvement. Furthermore, should Your Application support charitable contributions, compliance with all applicable legal standards is mandatory, alongside a clear declaration that GALA is not the facilitating charity entity.
b. Ownership and Permission for Non-Musical Content: You are required to either possess outright ownership or secure explicit written authorization from the rightful owners for the use of any additional content encompassed within Your Application, including but not limited to text, graphics, images, photographs, and sounds. GALA reserves the right to reject Applications containing content that, in its judicious assessment, may be deemed objectionable or inappropriate, including materials that could be construed as obscene, pornographic, or defamatory.
c. Promotional Activities and Charitable Contributions: Your Application is permitted to incorporate functionalities related to promotional sweepstakes or contests, contingent upon You acting as the sole sponsor of such promotions. It is essential that You adhere to all pertinent legal requirements and complete any necessary registration processes within the jurisdictions where Your Application is made available and the promotion is conducted. You shall bear sole responsibility for the administration of the promotion and the distribution of prizes, and You must unequivocally declare in the official rules of each promotion that GALA holds no sponsorship or administrative responsibilities therein.
d. Should Your Application facilitate the provision for end-users to make charitable contributions via a direct link to Your website, You must comply with all relevant legal and regulatory mandates, which may include the issuance of receipts, within the jurisdiction where the charitable contributions are solicited. It is imperative that You clearly communicate that GALA does not serve as the fundraiser in such instances.
9. Acceptable Use Policy
a. GALA values transparency and is committed to providing Developers with the best experience levels. However, to protect GALA’s Developers and comply with our legal obligations, GALA reserves the right to take action, with or without advance notice, if GALA believes the Developer has violated this Agreement. This may include but is not limited to: ban Developer; disable Developer’s ability to use the GALA Platform, GALA Developer Portal or GALA Services in conjunction with buying NFTs available on GALA Store; disable Developer’s ability to access GALA Platform, GALA Services or GALA Developer Portal; and/or other actions. Notwithstanding the foregoing, if Developer breaches this Section 8.a., Developers will not be entitled to a refund for any GALA Services.
b. Developer agrees to not violate any law, contract, intellectual property or other third party right, and that Developer is solely responsible for Developer’s conduct and content, while accessing or using the GALA Platform. Developer further agrees that Developer will not: (i) use or attempt to use another Developer’s Account without authorization from such Developer; (ii) pose as another person or entity, or use a wallet to engage in a transaction on GALA App that is owned or controlled, in whole or in part, by any other person; (iii) confuse others, derive others’ goodwill, or otherwise engage in name squatting; (iv) access GALA Platform from a different blockchain address and/or email address if GALA has blocked any of Developer’s other blockchain addresses and/or email addresses from accessing the GALA Platform, unless Developer has GALA’s written permission first; (v) distribute spam or unsolicited messages, including but not limited to, sending unwanted NFTs to other Developers; (vi) use the GALA Platform, including but not limited to through disseminating any software or interacting with any API, that could damage, disable, overburden, or impair the functioning of the GALA Platform in any manner; (vii) bypass or ignore instructions that control access to the GALA Platform, including but not limited to, attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic Developer sends to GALA; (viii) use GALA Platform for commercial purposes inconsistent with this Agreement or any other instructions given by GALA in the present or future; (ix) use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not expressly authorized by GALA to access the GALA Platform, extract data, or otherwise interfere with or modify the rendering of GALA pages or functionality; (x) reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the GALA Platform, or any action that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, product, license, area, or code of the GALA Platform; (xi) sell or resell the GALA Platform in a manner that violates any law or contract, or in a way that attempts to circumvent any GALA fee systems or rules; (xii) use the GALA Platform or data collected from GALA Platform for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing) without our express authorization and approval; (xiii) use the GALA Platform for, or in connection with, money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to Developer or to GALA; (xiv) use the GALA Platform, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (xv) use the GALA Platform to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments; (xvi) Developer acknowledges that GALA does not offer any securities and Developer shall not use the GALA Platform to create, sell, or buy NFTs or other items under the impression that it either gives owners or other Developers rights to participate in an ICO or any securities offering, or that GALA Platform is redeemable for securities, commodities, or other financial instruments; (xvii) use the GALA Platform to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity; (xviii) use the GALA Platform to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items; (xix) infringe or violate the intellectual property rights or any other rights of others; (xx) use the GALA Platform or GALA Services for any illegal or unauthorized purpose, including but not limited to gambling, staking, locking, creating or displaying illegal content, such as content that may involve unethical behavior, morally reprehensible actions, or encouraging or promoting any activity that violates this Agreement or any law, regulation or contract; (xxi) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (xxii) use the GALA Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other Developers from fully enjoying the GALA Platform; (xxiii) remove any copyright, trademark or other proprietary rights notices contained in or on the GALA App or GALAChain or any part of it; (xxiv) reformat or frame any portion of the GALA App; (xxv) create Developer accounts by automated means or under false or fraudulent pretenses; (xxvi) trick, defraud, or mislead GALA or other Developers, including but not limited to, for the purpose of attempting to learn sensitive account information; (xxvii) attempt to bypass any security measure of the GALA Site; (xxviii) copy or adapt the GALA Site; or, (xxix) disparage, tarnish, or otherwise harm, in GALA’s sole discretion, GALA and/or the GALA Site.
c. Review Process:
i. Developer must submit Application or Token creation requests to GALA for review through the GALA Developer Portal.
ii. Set up a Developer ID.
iii. Request access to GALA Developer Portal.
iv. Once Your request is approved, integrate the GALA SDK to integrate GALA Tokens.
v. Submit a store listing highlighting key features, genres and metadata information as part of the description. Also list the Applications’s in-app items, NFTs, fungible tokens, or other digital collectibles.
vi. An Application can have a GALA Store presence if it is in any of the following stages:
a. Fully Released: An Application that has been completed and is now available for download and use.
b. Early Access: Application is still in development, but is available for download and use. It can be tagged as “Alpha,” “Beta,” or “Tech Test.”
c. Coming Soon: Application is not yet available for download or use, but the GALA Store page is live and the Application can have items available for sale.
vii. GALA will provide instructions to submit Your Application listing for approval in the GALA Developer Portal.
10. Copyright Policy
a. It is GALA’s policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act, a copy of which may be found on the United States Copyright Office website at http://www.copyright.gov/title17/92chap5.html#512. Developer will respond expeditiously to remove or disable access to material that is claimed to infringe copyrighted material or to be the subject of activity that infringes copyrighted material and was posted online using the GALA Platform or GALA Services.
b. DEVELOPER AGREES TO BE BOUND BY GALA’S COPYRIGHT POLICY BY USING THE GALA SERVICES, ACCESSING THE GALA PLATFORM OR CREATING A GALA ACCOUNT.
11.Transactions and Fees
a. Revenue Shares. GALA shall pay Developer seventy percent (70%) of the Adjusted Net Revenue actually received by GALA from the exploitation of each of the Applications pursuant to Section 3.b.iv. (“Developer Revenue Share”) and GALA shall retain the remaining thirty percent (30%) of the Adjusted Net Revenue. GALA shall pay Developer within thirty (30) days after the end of each Quarter, for all Adjusted Net Revenue earned from the previous Quarter, and GALA shall provide a report of Adjusted Net Revenue along with the payment.
b. Acceptable Payment Forms. In order to facilitate payment of the Developer Revenue Share shall provide one of the following: (i) if Developer is a United States-based entity, Developer shall provide GALA with a Form W-9, bank account details, and/or such other documents and information as reasonably requested by GALA or required under law or regulation; or (ii) a form W-8BEN, bank account details, and/or such other documents and information as reasonably requested by GALA or required under Applicable Law or regulation.
c. Refunds. GALA may, in connection with the sale of Digital Rights to end users, and in its discretion, issue to end users refunds, rebates, and credits.
d. Taxes
i. Developer is solely responsible for the payment of all taxes, levies, and VAT and the like that are due on any payments or Developer Revenue Share that Developer receives from GALA regardless of which taxing jurisdiction has the authority to collect such taxes, levies, and VAT or the like.
ii. If, pursuant to the applicable tax law (including international tax law), a withholding tax is or reasonably could be imposed on GALA’s payments to Developer as reasonably determined by GALA in good faith, then GALA may deduct from such payments the appropriate amount of withholding taxes that are required to be withheld according to Applicable Law and remit such withholding to the relevant taxing authority as reasonably determined by GALA in good faith. GALA shall indicate the amount of withholding, if any, in any statement or along with any payment hereunder and deliver to Developer upon request any withholding tax certificate or other evidence of payment received from the relevant tax authorities. Upon request, GALA agrees to take reasonable measures to cooperate in minimizing any such withholding or other applicable tax. Developer and GALA shall cooperate with each other in regard to filing and maintaining any tax documents necessary to collect, remit, and/or reduce such withholding
e. Trade Compliance. Developer represents and warrants that it has conducted a diligent inquiry, including by obtaining independent advice from a qualified legal professional, and Developer hereby confirms, that Developer’s use of GALA Services, GALA Platform or Blockchain Technology in the Application will comply with, and will not violate, any applicable law or regulation. Without in any way limiting the foregoing, Developer confirms that its use of GALA Services, GALA Platform or Blockchain Technology in the Application will not violate any international, national, federal, state, regional, or local law or regulation governing or related to securities, commodities, currency, banking, money service businesses, money transmission, taxation, staking, anti-money laundering, anti-terrorist financing, export controls, or gambling.
f. Compliance with Local Laws and Regulations. You will comply with all applicable international, national, state, regional and local laws and regulations and its own privacy policy in connection with its distribution of any GALA-enabled version of the Application.
12. Security
a. Security Measures. Your network, operating system, and the software of Your web servers, databases, and computer systems must be properly configured to securely operate and store GALA Services or utilize the GALA Platform. You must meet or exceed industry standard security measures to protect against and prevent security breaches and any unauthorized disclosure of the personal information of end users, including administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of the personal information of end users, GALA, GALA Services or GALA Platform. You must promptly report any security deficiencies in, or intrusions that You discover or are reported to You (“Security Incident”) to GALA in writing via email to security@gala.com with a copy to legal@gala.games. You must immediately begin remediation of any Security Incident and cooperate with GALAby informing GALA in detail of the impact of the Security Incident upon GALA Platform and GALA Services and of the corrective actions being taken, and keeping GALA regularly updated about Your compliance with any notification or other requirements under Applicable Laws and regulations.
b. Log-in Credentials. The Developer represents and warrants that the Developer is responsible for the preservation of confidentiality of the Developer’s login Credentials on the GALA Developer Portal and any other login for the GALA Platform. Login Credentials generated for the Developer by GALA are for the Developer’s internal use only and the Developer is strictly prohibited from selling, transferring, or sub-licensing them to any other entity or person.
c. KYC. At the sole discretion of GALA, Developer must supply GALA with KYC Information to verify the Developer’s identity. Developer represents that GALA has permission to share information with our designated KYC Partners and all Developer KYC Information provided is true and accurate and shall immediately update such information by written notice to GALA, upon any changes to such information. GALA reserves the right to terminate Developer’s Application, access to GALA Platform and Services or suspend performance hereunder immediately on determining: (i) any Developer KYC Information is false, inaccurate, misleading or out of date and/or (ii) Developer does not get approved by the KYC Partner.
d. Audit and Monitoring. You agree to provide us with access to the Application and/or other materials related to Your use of the GALA Platform or GALA Services as may be requested by us to verify Your compliance with this Agreement, to audit Your use, display, and storage of GALA Services. You agree that we may crawl or otherwise monitor GALA Platform related to Your use of the GALA Platform or GALAChain and You agree not to block, restrict, or otherwise interfere with such efforts by GALA.
e. GALA shall not be responsible for any losses or damages resulting from a suspension and/or termination of a Developer’s account for violating this Agreement or GALA’s Terms and Conditions.
13 Support
a. GALA Support to GALA Account Holders. Subject to Developer’s compliance with Section 12(b), GALA will provide commercially reasonable support for GALA Account Holders and GALA billing problems encountered by GALA Account Holders. GALA will provide this support at the same level that GALA provides customer support to customers of third party products that GALA distributes via GALA Store.
b. Developer Support to GALA. Developer shall provide GALA with the following support for the Applications: (a) deliver all Application Updates, either using GALA Services or updating its own server, made to the Applications, in beta and final forms, when available but in no event later than they are provided to any other third party; (b) promptly correct all material errors or defects in the Applications reported by GALA and deliver such corrections to GALA in the specified form, in a timely fashion; (c) provide such other reasonable additional support as GALA may reasonably request in order to maintain compatibility of the Applications with GALA Store and, if applicable, with any GALA Services used by the Application; and (d) promptly respond to GALA’s questions regarding the Applications. Upon delivery to GALA of final versions of any corrections and enhancements or other deliverables under this Section, those materials shall be deemed to be part of the Applications.
c. Developer End User Support. Developer will provide support to Your end user who have acquired a copy of the Application(s), including but not limited to general questions concerning use of the Application(s) and assisting end users in the diagnosis and correction of problems encountered in using the Application(s). Developer will provide such support that is consistent with prevailing industry standards.
d. Use of Partner Site and Tools. GALA makes the GALA Platform available to Developer to assist in submitting and viewing information relevant to its Application(s). Developer will ensure that any password needed to access this site is treated as Confidential Information, and agrees that it will be responsible for any use that is made of that password.
14. Limitations of Liability
a. Limitation of Indirect Liability
i. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GALA AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES, OPPORTUNITY COSTS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF GALA KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
b. Limitation of Amount of Liability
i. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GALA NOR ITS AFFILIATES OR SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY THE DEVELOPER TO GALA UNDER THIS AGREEMENT FOR THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS ANY REWARDS GENERATED OR RECEIVED BY THE DEVELOPER AS A RESULT OF THE USE OF GALA PLATFORM, GALA DEVELOPER PORTAL, OR GALA SERVICES.
15 Disclosures and Risks
a. Notification
i. GALA notifies each Developer of certain disclosures and risks associated with blockchain NFT and digital rewards and their associated technology and protocols, including the following: GALA Platform is not an investment product, and no action, notice, communication by any means, or omission by GALA shall be understood or interpreted as such. GALA has no influence whatsoever on the GALAChain, the transactions and consensus protocols, or the NFTs or digital rewards, including the GALA Reward. Ownership of a GALA App or GALA Node or the use of GALA Platform does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to any blockchain or digital reward, including the GALAChain or GALA Reward.
b. Digital Rewards
i. Digital rewards are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, digital rewards are not insured against theft or loss by any insurance corporation.
c. Market Risk
i. The value of NFTs and digital rewards are derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Having NFTs and digital rewards carries exchange rate and other types of risk. The value of NFTs and digital rewards may be derived from the continued willingness of market participants to exchange traditional government currency for digital rewards, which may result in the potential for permanent and total loss of value of a particular digital reward should the market disappear. The volatility and unpredictability of the price and value of NFTs and digital rewards, relative to government currency, may result in significant loss over a short period of time. GALA cannot guarantee or warrant the value of any NFT, digital reward or blockchain, including the GALAChain and GALA Reward, and explicitly warns the Developer that that there is no reason to believe that any NFT or blockchain reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.
d. Regulatory Risk
i. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs and blockchain rewards. The regulatory status of cryptographic tokens, digital assets and Blockchain Technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, Blockchain Technology and its applications. Such changes could negatively impact the GALA Platform in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. GALA may cease any distribution of any of the above, the development of the GALA Platform, GALA Developer Portal or GALA Services, or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which GALA operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental, quasi-governmental, regulatory or other similar types of (including banking) authorities will not examine the operations of GALA and/or pursue enforcement actions against GALA. Such governmental activities may or may not be the result of targeting GALA in particular. All of this may subject GALA to judgments, settlements, fines or penalties, or cause GALA to restructure its operations and activities or to cease offering certain products or GALA services, all of which could harm GALA’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on GALA, GALA Platform, GALA Developer Portal and/or GALA Services.
e. Technology Risk
i. Virtual NFT and digital reward transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time Your end user initiated the transaction. The nature of such virtual transactions may lead to an increased risk of fraud or cyber-attacks.
16 Changes to GALA Node Network
a. GALA and Developer recognize that from time to time amendments will be made to the GALA Node Network. GALA and Developer both specifically agree that GALA will, from time to time, present the GALA Node Network with Proposed Amendments that the GALA Node Network will then vote on whether to implement or not (the “Governance Vote”). The Developer understands that the Proposed Amendments will be made at the discretion of GALA, and GALA owes the Developer no duty or obligation to make proposals in its best interests. The Developer specifically understands that there may come a time when GALA proposes an amendment that is not in or in direct opposition to the Developer’s best interests, financial or otherwise (including, but not limited to a change in the distribution calculation), and the Developer has no legal recourse against GALA should any Proposed Amendment be presented, approved and implemented through the Governance Vote. The Developer’s only recourse is to vote against said Proposed Amendment. GALA and the Developer both agree that one such Proposed Amendment may be to change the specifications, including, but not limited to the internet connection, Random Access Memory, Central Processing Unit requirements, extra space, and any other requirements needed to run the GALA Nodes (the “Specifications”). GALA and Developer further agree that while the Specifications may be minimal, this is subject to change through the Proposed Amendment and the Governance Vote. While GALA does represent and covenant that the GALA Node will always be able to be run using the current specifications, GALA does not and cannot represent or covenant that any rewards earned (financial or otherwise) for doing so are not subject to change.
17 GALA App and Digital Wallets
a. GALA App must be used through a supported web browser on either desktop or mobile device. GALA will provide each GALA Account Holder with a GALA App. GALA will never take custody or control over any NFT or digital reward stored in a GALA Account Holder’s Digital Wallet. GALA will be not liable for acts or omissions of Metamask, Coinbase, or any other such third parties, nor will GALA be liable for any damage that you may suffer as a result of your transactions or any other interactions with any such third parties. GALA App is not a custodian, exchange or money transmitter, as further outlined in the Gala T&Cs.
18 Play to Earn Mechanisms
a. If the Developer elects to engage in any play to earn mechanism (including, but not limited to, any mechanism that permits the Developer to play any games or use any GALA Services on the GALA Platform), the Developer will be responsible to pay any and all sales, use, value-added or other taxes, duties and assessments now or hereinafter claimed or imposed by any governmental authority. The Developer will reimburse GALA for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to this Agreement. Developer is solely responsible for determining what, if any, taxes apply to Developer and play to earn mechanisms, and any other transactions conducted by the Developer. GALA does not act as a withholding tax agent in any circumstances.
b. Developer further understands and acknowledges that GALA is not responsible, and Developer accepts sole responsibility for any and all missed GALA Reward or otherwise, regardless of the source of any error, fault or otherwise. Any and all play to earn mechanisms in place (including, but not limited to, the method, amounts or otherwise) are not permanent and may or may not be changed at the sole discretion of GALA at any time.
19 Term and Termination
a. General
i. GALA may terminate or suspend you as a Developer and access or rights to the GALA Developer Portal, GALA Platform and GALA Services at any time in GALA’s sole discretion. If GALA terminates you, GALA reserves the right to deny your reapplication at any time in GALA’s sole discretion. You may terminate your participation as a Developer at any time, for any reason, by notifying GALA in writing of your intent to do so.
b. Effect of Suspension
i. If GALA suspends the Developer’s right to access or use any portion of the GALA Platform, GALA Services or GALA Developer Portal, the Developer shall remain responsible for all fees and charges the Developer incurs during the period of suspension and any payments, fees or expenses to end users, including any fees in connection with this Agreement, and the Developer may be in violation of the Developer’s hosting agreement, Developers agreement with end users or the blockchain protocols, which may prevent or limit the Developer’s entitlement or access to any results or rewards that may have occurred during the Developer’s suspension of the GALA Platform. Developer agrees to pay any fee charged by GALA to reconnect the GALA Platform or use the GALA Developer Portal. You agree to destroy any and all GALA’s Confidential Information that is in your possession or control. At GALA’s request, you agree to provide certification of such destruction to GALA.
c. Effect of Termination
i. Following the termination of this Agreement (either in whole or in respect to a given Application or Applications), for any reason, (i) such termination shall not affect the Digital Rights of end users who have purchased the Digital Rights before such termination, and Digital Rights will continue after such termination in accordance with the terms of the GALA Store EULA, (ii) end users will have no obligation as a result of such termination to remove the Application(s) from end users’ equipment, (iii) GALA may retain and use copies of Application(s) and Developer Intellectual Property to enable end users to download or re-download Application(s) for which they purchased Digital Rights before termination of the Agreement. Within a commercially reasonable period of time after termination of this Agreement, GALA will stop offering for sale the Application and/or Digital Rights to the Application(s) through GALA Store; however, GALA may continue to make such Application(s) available for download to end users who have already purchased Digital Rights to such Application(s). You agree to destroy any and all GALA’s Confidential Information that is in your possession or control. At GALA’s request, you agree to provide certification of such destruction to GALA.
ii. Notwithstanding the foregoing, upon the termination or suspension of this Agreement, at the sole discretion of GALA, no refund or partial refund of any Developer Revenue Share or any other fees arising from this Agreement will be paid to You. Further, upon termination or suspension of this Agreement, Developer agrees that GALA is not responsible or liable for any losses, costs or to Developer as result of the suspension, and Developer
iii. To the extent permitted by law, the following Sections of this Agreement shall survive its expiration or termination for any reason: 1-6, 12, 19, 21, 20, 23, 24, 26. and will continue to bind you. Section 11(b) shall survive to the extent necessary to support, and only as applies to, the Digital Rights of end users who have purchased the Digital Rights before such termination. Section 3 shall survive expiration or termination of the Agreement to the extent any Digital Rights in the Application(s) are sold to end users prior to removal of the Application(s) from the GALA Store.
20 Governing Law and Dispute Resolution
a. Any dispute, controversy, difference or claim arising out of or relating to this Agreement or relating in any way to the Developer’s use of GALA Services, GALA Sites or GALA Platform, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, GALA and the Developer may agree to first attempt mediation before a single mediator, administered by the International Centre for Dispute Resolution under its mediation rules, to be held in any location agreed to by GALA and the Developer, or Salt Lake City, Utah, USA in the English language. If the GALA and the Developer do not agree on mediation, the matter shall be referred to and finally resolved by arbitration before a single arbitrator to be held in Salt Lake City, Utah, USA administered by the International Centre for Dispute Resolution in accordance with International Dispute Resolution Rules. The decision of the arbitrator is final and binding on the GALA and Developer, and enforceable in a court of competent jurisdiction. The prevailing party shall be entitled to costs and reasonable attorneys’ fees for the arbitration. Notwithstanding the foregoing GALA and the User agree that GALA may bring suit in any court of law to enjoin infringement or other misuse of GALA’s intellectual property rights. Any disputes that may arise beyond the scope of the arbitration provision shall be exclusively subject to the State or Federal Courts located in Salt Lake City, Utah, USA. The Developer and GALA consent to personal jurisdiction in those courts. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. DEVELOPER ACKNOWLEDGES THAT, BY AGREEING TO THIS AGREEMENT, GALA AND DEVELOPER WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
21. Indemnification
a. Unless prohibited by Applicable Law, the Developer will defend and indemnify GALA and its Affiliates against any settlement amounts approved by the Developer and damages and costs finally awarded against the Developer and its Affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from Developer’s use of the GALA Platform, GALA Services or GALA Developer Portal.
b. You agree to indemnify, pay the defense costs of, and hold GALA, its licensors, its and their Affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, costs and expenses (including attorneys’ fees, costs, court costs and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by You of this Agreement, (b) any claim brought by any third party, including end user(s), to whom You distribute, provide access to or use, or sublicense the Application in violation of this Agreement (including any claim that the Application infringes a patent), (c) any claim that any Application or any other matter You created or provided to GALA, or Your exercise of the licenses granted under this Agreement, infringes any third party’s Intellectual Property Rights or other proprietary or personal rights (except to the extent of any claim that Your authorized use of the unmodified GALA Developer Portal, GALA Platform or GALA Services originally provided to You by GALA under this Agreement infringes any patent, trademark or copyright), (d) any federal, state, or foreign civil or criminal actions related to any Application You created (except to the extent a claim relates solely to unmodified GALA Platform, GALA Developer Portal, or GALA Services originally provided to You by GALA under this Agreement), or (e) any claim that You did not have the necessary rights to provide Your Data or Developer Intellectual Property to GALA. You agree to reimburse GALA on demand and immediately for any costs incurred by GALA and any payments made or loss suffered by GALA, whether in a court judgment or settlement, based on any matter covered by this Section or this Agreement.
c. If You are prohibited by law from entering into the indemnification obligation above, then You assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, costs and expenses (including attorneys’ fees, costs, court costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.
22. Assignment
a. The Developer will not assign or otherwise transfer the Developer’s rights and obligations under this Agreement, without the prior written consent of GALA, which may be unreasonably withheld. Any assignment or transfer in violation of this Section will be void. At any time and without the need for Developer’s consent, GALA may assign any obligation or right under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of GALA and the Developer and their respective permitted successors and assigns. The Developer may not merge this Agreement with any other agreements with which GALA may be a party.
23. Updates and Amendments
a. This Agreement may not be amended except in writing signed by both GALA and Developer.
b. Developer shall perform quality assurance and other error testing of the Applications (including any Localized Versions and all Application Updates and other deliverables delivered) consistent with industry standards, prior to its delivery of final versions of each to GALA.
c. Developer shall provide GALA with the following support for the Applications: (a) deliver all Application Updates to the Application, either using GALA Developer Portal, GALA Platform or GALA Services or by updating its Application server, made to the Applications, in beta and final forms, when available but in no event later than they are provided to any other third party; (b) promptly correct all material errors or defects in the Applications reported by GALA and deliver such corrections to GALA in the specified form in a timely fashion; (c) provide such other reasonable additional support as GALA may reasonably request in order to maintain compatibility of the Applications with the GALAChain, GALA Platform and, if applicable, with any GALA Services used by the Application; and (d) promptly respond to GALA’s questions regarding the Applications. Upon delivery to GALA of final versions of any corrections and enhancements or other deliverables under this Section, those materials shall be deemed to be part of the Applications.
24. Notices
a. Except as otherwise provided herein, all notices delivered in connection with this Agreement must be given via writing by mail. Notices will be deemed given as of (i) the day they are delivered by mail by a nationally recognized express delivery service (such as Federal Express or DHL), receipt confirmation, addressed, in the case of GALA, as set forth below, and in the case of Developer, at the address provided in connection with the Agreement completion process. Notwithstanding the foregoing, the approval by GALA of uses of the GALA Marks, and of any press release, may be given by email, and Developer shall be entitled to rely on email approval from GALA legal. GALA and Developer may make changes to its contact information under this Section 23.a. by giving written notice to the other party.
Blockchain Gaming Partners, Inc.
1309 Coffeen Avenue Ste 11110
Sheridan, WY 82801
USA
Email: legal@gala.games; cc: devportal@gala.com
25. Representations and Warranties
a. Developer represents and warrants that: (i) You has full power, legal capacity, and authority to enter into this Agreement in the jurisdiction in which You reside (at least 18 years of age in many countries or regions) or if You are entering into this Agreement on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that You have the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement; and (ii) You will comply with all laws and regulations applicable to its provision or use of GALA Platform or GALA Services; (iii) You have executed and entered into all appropriate and necessary licenses with the various platform owners (for example iOS, Xbox One, PlayStation 4, etc.) or other applicable entities to be a properly licensed developer for each platform prior to using or accessing the SDK or services for that platform, and You will treat any portions of the SDK or services that are specific to each platform as confidential information under such applicable license; (iv) all materials and information You submit to GALA in connection with Your use of the GALA Services, GALA Platform or GALA Developer Portal are truthful, accurate, and do not infringe or violate the intellectual property rights of any third party or (v) All information provided by You to GALA or end users in connection with this Agreement, including without limitation Application information, will be current, true, accurate, supportable and complete and with regard to information that You provide to GALA, You will promptly notify GALA of any changes to such information. If Developer provides any information that is untrue, inaccurate, not current, or incomplete, GALA has the right to suspend or terminate Developer’s account or GALA Developer Portal and refuse any and all current or future use of the GALA Platform, GALA Developer Portal or GALA Services.
b. Developer further represents and warrants that: (i) You own or control the necessary rights in order for GALA as Your worldwide agent for the delivery of Your Applications, and it shall not violate or infringe the rights of any third parties and (ii) You will not act in any manner which conflicts or interferes with any existing commitment or obligation You may have, and no agreement previously entered into by You will interfere with Your performance of obligations under this Agreement.
c. GALA Node Representations
i. GALA and the Developer recognize that the SOLE AND ONLY purpose of the GALA Node is to support the GALA Node Network. Nothing contained in this Agreement, exhibit to this Agreement, or any representation made outside of this Agreement, conveys on the Developer any ownership interests in GALA or any and all subsidiaries, or interests otherwise in the GALA (including, but not limited to voting rights in the GALA), nor any expectation of profits from the efforts of the GALA or its principals or any and all subsidiaries. The Developer understands that while it may from time to time receive Distribution Rewards (subject to change), said reward is solely earned because of and as a direct result of work accomplished and performed by the Developer (i.e. work done by the GALA Node). The Developer recognizes that should the Developer never actually run the GALA Node, it will receive no rewards. GALA has no control of the method in which rewards are distributed to the GALA Node. It is anticipated that the GALA Node will be able to be sold or transferred in the future as NFTs, however, GALA cannot and does not warrant or represent that the resale value of the GALA Nodes will be higher than the purchase price should this event occur, nor that it will be legally possible to do so. Further, GALA cannot and does not warrant or represent that there will ever be a resale value or capability of the GALA Node.
26 Data Privacy
This Data Privacy Section shall apply if You access, receive, use, store or otherwise process GALA Personal Data.
a. Your Data that You as a Developer provide to GALA through GALA Platform is subject to the GALA Privacy Policy, incorporated by reference herein.
b. You agree to use GALA Platform and process GALA Personal Data solely in compliance with all applicable privacy laws. In the event a privacy law, enforcement action, investigation, litigation or claim, or any other circumstance, is reasonably likely to adversely affect Your ability to comply with the Agreement, You agree to promptly notify GALA and take reasonable and appropriate steps to remedy any non-compliance, or promptly cease Your use of GALA Platform and processing of any GALA Personal Data.
c. GALA Account Holder Personal Information. If and to the extent You receive any other GALA Account Holder or Your end user personal information (“GALA Account Holder PII”), You will not use GALA Account Holder PII (i) to provide services to any third party; (ii) to build, help build, track or supplement any segments, profiles, or similar records on any individual GALA Account Holder, device, or browser across GALA Platform or any third party websites or platforms; (iii) to associate the behavior of any individual device or browser with any segment, profile, or similar record, or supplement any such record based on data of GALA Account Holders; (iv) to associate any data of GALA Account Holder with any other personal information of the GALA Account Holder; or (v) for any unauthorized purpose in violation of any Applicable Law, including applicable privacy laws, or for any unauthorized purpose. Additionally, You shall be prohibited from selling, disclosing, sharing, renting, leasing, syndicating, modifying, reverse engineering, decompiling, lending, or otherwise altering any GALA Account Holder PII.
d. California Consumer Privacy Act. Neither You nor GALA shall knowingly sell any “personal information” (as that term is defined by the California Consumer Privacy Act of 2018, as amended) belonging to a GALA Account Holder, and both You and GALA have taken and will continue to take all reasonable measures to protect such personal information under their control or in their possession from unauthorized access by third parties.
e. You agree to maintain a publicly available and easily accessible privacy policy that (i) complies with Privacy Laws; (ii) comprehensively, clearly, and accurately describes Your processing of GALA Personal Data; and (iii) provides contact information for data protection inquiries. Your privacy policy must be consistent with the Agreement. You agree that You will provide an accurate link to Your publicly available Privacy Policy to GALA for inclusion in the consent flow interface.
f. GALA may suspend or revoke Your access to, or use of, any or all of the GALA Platform or GALA Personal Data if You have violated this Section or the Agreement.
g. Transfer of Personal Data Outside of the European Economic Area (“EEA”) or UK.
i. Prior to transferring Personal Data outside the EU/EEA/UK, You shall ensure that such transfer is fully compliant with Applicable Laws. Further, You shall be solely responsible for ensuring that You execute and deliver all such documents and perform all such acts as requested by GALA.
ii. To the extent You are receiving Personal Data from GALA Account Holder as a data importer, You represent and warrant that with respect to such data, You: (i) shall ensure that an equivalent level of protection as offered by EU law will be provided to EU/EEA GALA Account Holders in the country You are processing Personal Data, and (ii) shall implement supplemental measures consistent with regulatory guidance (and remain consistent as further regulatory guidance is issued).
iii. The EU standard contractual clauses adopted by decision of 4 June 2021 document number C/2021/3972 (module 1, controllers to controllers) (“SCCs”) shall apply to any transfers of GALA Personal Data by GALA under this DPA from the European Union (“EU”) and the European Economic Area (“EEA”) to You where You are in a third country for the purposes of GDPR.
iv. You represent and warrant that You can comply with the SCCs and accept the transfer of GALA Personal Data. To the extent You become unable to comply with the SCCs, You shall promptly notify GALA and GALA may terminate the Developer Agreement and Your access to the GALA Platform in its sole discretion.
v. For the purposes of the SCCs, GALA and You agree that GALA is the “data exporter” and You are the “data importer” and that: (i) for the purpose of this section Data Subjects are Gala Account Holders; (ii) the purpose of the transfer(s) is to provide You with the ability to use the GALA Platform pursuant to this Developer Agreement; (iii) Categories of Data are GALA Personal Data; (iv) Recipients to whom transferred GALA Personal Data may be disclosed include the data importer and data processors appointed by data importer; (v) data importer will promptly and securely delete all personal data under the SCCs upon expiration or termination of Developer agreement or as data exporter requests; (vi) the contact point for data protection inquiries to the data exporter is privacy@gala.games; and (vii) the contact point for data protection inquiries to the data importer is listed in the data importer’s publicly available privacy policy.
vi. For purposes of Annex II of the Appendix to the SCCs, Data importer shall undertake appropriate technical and organizational security measures to protect personal data against the unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. These measures should take into account available encryption technology and the costs of implementing the specific measures and must ensure a level of security appropriate to the harm that might result from a breach of security and the nature of the data to be protected.
h. Processing of GALA Personal Data.
i. You must provide reasonable resources to GALA account to enable processing of GALA Personal Data in compliance with the Agreement. You shall only process GALA Personal Data as is strictly necessary for the provision of this Agreement. You shall be solely responsible for its respective processing of GALA Personal Data, including allowing Data Subjects to exercise their legal rights under Applicable Laws. You, to the extent that such a request affects GALA’s processing of Personal Data, shall comply with all such requests in accordance with Applicable Laws. You shall also be responsible for any acts and omissions of any third parties with which You share GALA Personal Data.
ii. You shall notify GALA immediately if You become aware of, or suspect: (i) any breach of this Section; or (ii) a Personal Data breach which is likely to affect or invoke GALA or the Developer’s obligations under Applicable Laws. The notifying party shall document all Personal Data breaches in accordance with Applicable Laws and fully cooperate with the other party to ensure compliance with Applicable Laws. GALA and Developer shall use reasonable endeavors to mitigate any damage suffered by a Data Subject.
i. Retention and Deletion.
i. You may only retain GALA Personal Data for as long as necessary for the purpose of this Agreement or as required by Applicable Law.
ii. You agree to promptly and securely delete all of GALA Account Holder’s Personal Data upon the GALA Account Holder’s request, and provide an easily accessible mechanism for GALA Account Holders to make that request.
iii. You agree to promptly and securely delete all of GALA Account Holder’s Personal Data upon notification from GALA that the GALA Account Holder has submitted a deletion request to GALA.
iv. Upon the expiration or earlier termination of this Agreement, You shall promptly and securely delete all GALA Personal Data in Your possession, custody, or control.
v. In the event and during the period that You are unable to perform any such deletion for reasons permitted under Applicable Law, You agree to (i) promptly inform GALA in writing of the reason(s) for Your refusal of the deletion; (ii) ensure the privacy, security, confidentiality, and integrity of the GALA Personal Data in accordance with this Agreement; (iii) immediately cease from using the GALA Personal Data except as required by applicable law; and (iv) delete the GALA Personal Data promptly after the reason(s) for Your refusal has expired.
27 Miscellaneous
a. Force Majeure. GALA will not be liable to the other party for any failure or delay in fulfilling an obligation under this Agreement, if that failure or delay is attributable to circumstances beyond its control, including, but not limited to, any fire, power failure, war, civil dispute, or government action (including any new law or regulation) or inaction (“Force Majeure”). GALA agrees that the deadline for fulfilling the obligation in question, and the term, as applicable, will be extended for a period of time equal to that of the continuance of the Force Majeure.
b. Language. This Agreement is executed in the English language only. The section headings used in this Agreement are for convenience only and are not to be used in interpreting this Agreement.
c. Severability. If a court of competent jurisdiction holds any term, covenant or restriction of this Agreement to be illegal, invalid or unenforceable, in whole or in part, the remaining terms, covenants and provisions will remain in full force and effect and will in no way be affected, impaired or invalidated. If any provision in this Agreement is determined to be unenforceable in equity because of its scope, duration, geographical area or other factor, then the court making that determination will have the power to reduce or limit such scope, duration, area or other factor, and such provision will be then enforceable in equity in its reduced or limited form.
d. Entire Agreement. This Agreement is not an offer by GALA and it is not effective until Developer accepts it by utilizing or accessing the GALA Platform, GALA Services, or GALA Developer Portal. This Agreement, including any Exhibits that may be attached hereto, which are incorporated by this reference, and any addenda that may be attached hereto, constitutes the entire agreement between GALA and the Developer with respect to the subject matter hereof and merges all prior and contemporaneous communications and proposals, whether electronic, oral or written, between the GALA and the Developer with respect to such subject matter. Neither GALA nor the Developer has relied on entering into this Agreement on any statement, inducement or representation that is not set forth in this Agreement. This Agreement may not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of GALA and Developer by their respective duly authorized representatives, or by an amendment or addendum submitted by Developer and accepted by GALA and Developer via an acceptance process similar to the process by which this Agreement was accepted.