GENERAL TERMS AND CONDITIONS - USE OF LOCALIZATION PLATFORM
SECTION 1 - GENERAL REMARKS
- The following General Terms and Conditions (“GTC”) of Alocai GmbH, its Subsidiaries and Affiliates (“Alocai”) govern the access to and use of the website, services and platform of Alocai including any content, functionality and services offered on or through the access to the platform provided by Alocai (hereinafter „the Services“).
- By clicking to Accept the GTC when this option is made available, the User accepts and agrees, on behalf of him-/herself or on behalf of his/her employer, to these GTC.
- The GTC shall be exclusively applicable. Any general terms and conditions of the User that conflicts with or supplements the GTC shall not apply, even where Alocai has not expressly objected thereto.
- Alocai provides the Services solely to Users that are, upon entering the contract, acting in the course of their professional trade or self-employment (a “business” (Unternehmer) pursuant to Section 14 of the German Civil Code). It does not provide the Services to “consumers” (Verbraucher) pursuant to Section 13 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).
- The Privacy Policy as well as the Platform Conduct Guidelines of Alocai are part of this GTC.
SECTION 2 – USE OF THE SERVICES
- Alocai provides a platform to facilitate Game Localization. The scope of the Services application and the range of functions as well as the technical and organizational requirements for its use are defined in the Platform Specifications.
- Subject to the User’s compliance with these Terms, Alocai grants the Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use and access the Service.
- The User agrees not to (i) copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, attempt to discover any source code, reverse engineer, decompile, disassemble, or otherwise exploit the Service or any portion of the Service, except as expressly permitted in these Terms; or (ii) use data mining, robots, spiders, or similar data gathering and extraction tools on the Service.
- The User agrees to comply with the restrictions and rules of use of the Services set forth in the Platform Conduct Guidelines of Alocai.
- The User undertakes not to violate the applicable law, official requirements or the rights of third parties while using the Services including – but not limited to – uploading or otherwise making available any data or works on or through the Service in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any third party.
- In addition, and without limiting the other obligations under these GTC the User further agrees not to (i) conclude contracts outside the Services provided by Alocai with clients or other Users that were introduced to the User via the Services; (ii) share contact, billing and/or personal details of Users of the Service; (iiI) attempt to obtain passwords or other private information from other Users.
SECTION 3 – STORAGE SPACE
- Within the scope of the use of the Services, Alocai provides the User with storage space in a product-specific appropriate scope on a data server of Alocai or one commissioned by Alocai. The User may use this storage space to be able to store, view and process data that is necessary for the use of the Services.
- Regarding the storage space Alocai owes only the provision of the storage space and the backup of the data transmitted and processed by the User. Alocai undertakes to take appropriate, state-of-the-art precautions against data loss and to prevent unauthorized access by third parties to the data. Beyond that, Alocai shall not be subject to any custody or safekeeping obligations.
- The User undertakes not to store any content on the storage space whose provision, publication or use violates applicable law, official requirements or the rights of third parties. Furthermore, the User undertakes to check its data and information for viruses or other harmful components before storing them on the data server and to use state-of-the-art measures (e.g. virus protection programs) for this purpose.
- The User shall not be entitled to make the storage space made available to it available for use by third parties, either for a fee or free of charge.
SECTION 4 – DUTIES OF THE USER
- The client shall, in a customary manner, mention Alocai by name on the packaging and when advertising the computer game or other work products of the entertainment software produced using the Services of Alocai.
- Alocai may, at its free discretion, mention the client’s name as its reference and in publications mentioning Alocai’s work/client list. In the event that Client does not wish to be included as a reference, it shall provide prior written notice to Alocai and Alocai shall prospectively cease using Client as a reference and in publicity.
SECTION 5 – DOWNTIME
- If the Service provided by Alocai is delayed for reasons beyond its control or reasons for which it is not responsible, e.g. force majeure, events that arise from the client’s sphere and other unforeseeable events that cannot be averted by reasonable means, Alocai’s duties to perform the Services shall be suspended for the duration of the impediment.
- Alocai shall provide the services on 24/7 basis. Alocai ensures to restore access to the services within 24 hours in case of technical difficulties.
- In the event that Alocai should default on the performance of Services, the client may rescind the contract only after first having set a reasonable deadline up to which Alocai shall render the Services and such deadline lapsing without such performance.
SECTION 6 – REMUNERATION, EXPENSES
- The remuneration of Alocai for the contractual service shall be governed by a separate contractual agreement.
SECTION 7 – LIABILITY
- Alocai shall be liable unlimitedly (i) in the event of intent or gross negligence; (ii) where a guarantee has been provided or where a defect has been willfully (arglistig) concealed; (iii) for death, personal injury or damage to health; (iv) in accordance with the German Product Liability Act in the event of product liability under the German Product Liability Act (Produkthaftungsgesetz), (iv) for the breach of its primary obligations (wesentliche Vertragspflicht), meaning such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the User may rely.
- In the event of a violation of a primary obligation resulting from slight negligence (leichte Fahrlässigkeit), Alocai’s liability shall be limited in amount to damage that is foreseeable and common for the type of the transaction in question.
- This limitation of liability shall apply to Alocai’s employees and sub-contractors by way of a contract for the benefit of third parties (Vertrag zugunsten Dritter).
- Alocai shall accept no further liability.
SECTION 8 – CONTRACTUAL TERM AND TERMINATION
- Unless agreed otherwise, the contract ends when the User closes its account. The User will lose all access to the Services after closing the account. It is the sole responsibility of the user to ensure that the user has transferred all data stored within the Services of Alocai to another location before the closure of the account.
- The contract may be terminated upon notice solely on important grounds (aus wichtigem Grund). This shall include, without limitation, cases in which one party (i) violates a primary obligation (wesentliche Vertragspflicht); (ii) files a petition for its own insolvency, insofar as insolvency is declared or a petition for the declaration of insolvency is refused on grounds of a lack of assets (iii) breaches confidentiality as set out in Section 9; and/or the User (iii) violates the terms of use as set out in Section 2 and Section 3 of the GTC; (iv) violates the Platform Conduct Guidelines of Alocai.
- Any notice of termination must be served in writing.
SECTION 9 – CONFIDENTIALITY
- All information and documents of the other party that are identified as confidential or must be regarded as such based on the circumstances, including, without limitation, information regarding business processes, business relations and know-how, shall be held in the strictest confidence and protected against access by, or disclosure to, unauthorized persons.
- The parties hereby agree to maintain secrecy with respect to such confidential information (with the exception of publicly available information). This duty shall continue to apply for a period of two years from the time the contract comes to an end.
- This obligation shall not apply to such confidential information that
- can be shown to have already been known to the recipient at the time of entering I to the contract or is subsequently made known by a third party, without this violating any confidentiality agreement, statutory provision or administrative order;
- is publicly known at the time of entering into the contract or is subsequently made publicly known, insofar as this does not result from a violation of this contract;
- is subject to disclosure on the basis of statutory requirements or upon the order of a court or authority. Insofar as permissible and possible, the recipient obliged to make disclosure shall give advance notice thereof to the other party, and afford the latter an opportunity to challenge such disclosure.
- The parties shall grant access to confidential information solely to those third parties who are subject to professional duties of secrecy or on whom obligations have first been imposed corresponding to the duties of confidentiality set forth in this contract. Furthermore, the parties shall disclose the confidential information solely to those employees who require knowledge thereof in order to perform this contract, and shall, to the extent permitted under employment laws, place such employees under an obligation of secrecy that shall continue to apply after their employment has come to an end.
SECTION 10 – OTHER
- No ancillary oral agreements have been entered into. Any additions or amendments to the contract must be made in writing. This shall also apply to any purported exclusion of this requirement of written form.
- The invalidity of individual provisions shall be without prejudice to the validity of all remaining provisions. In place of the invalid provision, a provision whose substance is most consistent with the economic interests of both parties shall be applicable.
- Where the GTC conflict with any individual agreements, the latter shall precede the GTC.
- The respective contract and these GTC shall be governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- Unless provided otherwise in Alocai’s confirmation of an assignment, the location of Alocai’s registered business address shall be the place of performance (Erfüllungsort).
- Insofar as permissible, all disputes arising under and in connection with the respective contract shall be subject, also internationally, to the exclusive place of jurisdiction at Alocai’s registered business address. Alocai shall be entitled to take legal action at the place of performance even where this does not constitute the location of Alocai’s registered business address.
