Entered into force on April 18, 2019
Authorized Provider - an organization authorized to charge a fee for distributing Products sold to users of Devices.
Brand elements - trade names, trademarks, service marks, logos, domain names and other distinctive brand elements of each of the parties, the rights (or license) to which they own at different points in time.
Developer, You - any natural or legal person who develops software Products using Ocugine services in accordance with the terms of this Agreement.
Developer Account - an account with the ability to customize all services provided to the Developer to develop Products using the Ocugine ecosystem.
Device - any device with the help of which you can access Products using Ocugine services in their work.
Ocugine - the company Ocugine Services; Ocugine Services may periodically change the composition of its units and their addresses.
Google - Google LLC, registered in the United States (Delaware) with its head office address: 1600 Amphitheater Parkway, Mountain View, CA 94043, USA; Google Ireland Limited, registered in Ireland with headquarters address: Gordon House, Barrow Street, Dublin 4, Ireland; Google Commerce Limited, registered in Ireland with the head office address: Gordon House, Barrow Street, Dublin 4, Ireland; Google Asia Pacific Pte. Limited, registered in Singapore with the head office address: 70 Pasir Panjang Road, 03-71, Mapletree Business City, Singapore 117371. Google may periodically change the composition of departments and their addresses.
Ocugine Platform - software, ecosystem and services (including Ocugine Console, Ocugine Engine, Ocugine SDK), which allow Developers to create their software Products, as well as distribute, test and debug them using the above-mentioned services.
Google Play - software and services (including the Play Console) that allow Developers to distribute Products among users of Android Devices.
App Store - software and services (including iTunes Connect) that allow Developers to distribute Products among users of Devices based on iOS, Mac OS.
Windows Store - software and services (including the Windows Store Developers Console) that allow Developers to distribute Products among users of Windows-based Devices.
Steam Store - software and services (including Steam Greenlight and alternative consoles) that allow Developers to distribute Products among users of Devices based on Windows, Linux, Mac OS.
XBox Store - software and services (including the Windows Store Developers Console) that allow Developers to distribute Products among users of Devices based on the XBox One, XBox One S, XBox One X, XBox 360.
VK - social network, software and services (including VK Developers), which allow Developers to distribute Products among users of their social system in browsers.
Facebook is a social network, software and services (including Facebook Developers) that allow Developers to distribute Products among users of a social system in browsers and in the Facebook Gameroom software based on Windows.
SDK is a package of software products and libraries created to simplify the development and connection of your Products to Ocugine services. Our SDKs are open source so that you can verify that there is no malware in our products.
Game engines - a set of software products and libraries that allow you to develop game software for specific platforms.
Intellectual property rights - any patent, copyright, personal non-property rights, as well as rights to trademarks, trade secrets, databases, and any other intellectual property (registered and unregistered), valid throughout the world.
Payment account - a financial account provided by the Payment Processing Partner to the Developer and giving the Payment Processing Partner the right to receive and transfer payments on behalf of the Developer for products sold using Ocugine services, as well as for the services used.
Payment Processing Partner - a person authorized by Ocugine to provide services that allow Developers who have Payment Accounts to receive and pay for Ocugine Products and Services.
Ocugine Console - Ocugine Developers Console, as well as other online tools and services provided by Ocugine to Developers and available at https://cp.ocugine.pro/ and their mirrors (may be updated periodically).
Products - software, content, digital materials, as well as other objects and services that use Ocugine services.
Taxes - any federal, regional or municipal sales taxes, operating taxes, value added taxes, goods and services, and other similar transactional taxes. This term does not mean telecommunications and other similar taxes, property taxes, and taxes related to your income, including withholding taxes, taxes on profits, franchises, businesses, professions, etc.
Partners - companies working with Ocugine services on a partner basis. Such companies are: Google Inc., Google Payments Corp., Apple Inc., Microsoft Corp., Unity Technologies, Tinkoff Bank JSC, CodeBits Interactive, VTB JSC.
Aggregating Partner - In some cases, Ocugine Services is an aggregating partner connecting you (the developer) and the final platform (for example, Google Play). You, as a developer, should also familiarize yourself with the agreements of our partners and accept them before starting work.
2.1 This Agreement (hereinafter - Agreement ) is a legally binding contract between you and Ocugine Services about your use of the Ocugine ecosystem for the development of your own Products. You enter into an agreement with an appropriate Ocugine representative depending on the country of development of your Product (as indicated here). You acknowledge that Ocugine will provide your Products for viewing, downloading and purchasing by users solely on your behalf and acting in accordance with the relationships described in clause 3.1. through aggregators configured for publishing applications. To use Ocugine to distribute Products, you must accept the terms of the Agreement and provide complete and accurate information in the Ocugine Console, as well as set up your accounts on distribution sites and accept their Terms.
2.2 You may not develop Products using Ocugine Services and you may not accept the Agreement unless you are a proven bona fide Developer.
2.3 If you accept the terms of the Agreement on behalf of your employer or another organization, you represent and warrant that you have the full right to bind your employer or this organization to the terms of the Agreement. If you do not have such a right, you cannot accept the Agreement and use Ocugine Services on behalf of your employer or other entity.
3.1 You designate Ocugine as your agent or service provider for the marketplace, as described in this document, to promote your Products.
3.2 The Agreement applies to the Products offered to users for free, and to the Products for the access to which users are required to pay. In order for you to receive payment for Products distributed through various platforms using Ocugine services, you must register a Payment Account on the Ocugine platform, as well as on all other platforms where Ocugine Services is an aggregator, having entered into a separate agreement with the Payment Processing Partner, obtain permission from him to use the Payment Account and monitor the maintenance of the proper status of your account. In the event of a conflict between this document and your agreement with the Payment Processing Partner, the terms of this Agreement are decisive.
3.3 Products are offered to users at prices that you choose at your discretion. If, in the opinion of Ocugine Services, the sale of Products is subject to Taxes, you give Ocugine permission to include such Taxes in the amount of fees charged to users. You can set prices for Products in a currency approved by your Payment Partner. Product prices can be displayed to users in the currencies of their countries. At the same time, Ocugine Services is not responsible to you for the accuracy of exchange rates or currency conversion.
3.4 While you are acting as a principal, Ocugine Services, acting as your agent, is the official seller of the Products (except where Ocugine is an aggregator) sold or provided to users. The amount of payment received is determined by the price you set for the Product. The transaction fee is deducted from the sale price and sent to the Payment Processing Partner, as well as to the Authorized Operator, if it exists. The definition of "Transaction fee" is given here and may be further modified by Ocugine, as well as by the company where Ocugine provides payment interfaces as an aggregator.
3.5 If the Payment Processing Partner or Authorized Provider notifies Ocugine that the applicable (local) laws or the state tax authority oblige to withhold any taxes, or if Ocugine Services is obliged by the applicable (local) laws or at the direction of the state tax authority , withholding any taxes (hereinafter referred to as withholding taxes), Ocugine Services will additionally deduct an amount equal to such taxes from the amount paid to you. Withholding taxes include, among other things, tax liabilities in respect of international payments and liabilities imposed in connection with telecommunications taxes.
3.7 You can also provide access to Products for free. In this case, the Transaction Fee will not be withheld. To avoid unforeseen expenses for users, you agree not to start charging for the Product, which was initially distributed free of charge. Any additional charges may only be associated with an alternative or additional version of the Product.
3.8 You authorize Ocugine to return funds to users in accordance with the Ocugine refund policy, as well as our partners' refund policy described here, or in accordance with the local version of these rules available to you, and you agree that Ocugine or its Partners may deduct the amount returned funds from those funds that must be transferred to you. In all other cases, refunds will be made in accordance with the Partner’s standard payment processing rules. Refunds may not include taxes paid by the user upon purchase of the Product.
3.9 Users are entitled to an unlimited number of repeated installations of any Product distributed through the platforms where your Product will be aggregated for publication through the Ocugine services at no additional charge. However, if Products were removed from sites where Ocugine is an aggregating partner due to a violation of law (definition of Removal due to law violation is given in section 8.2), these Products will be removed from all sections and users will not be allowed to reinstall them.
4.1 You and your Products must follow the rules of the developer program.
4.2 You are responsible for uploading the Products to the services where Ocugine is the aggregating partner, as well as downloading the Files and Data to the Ocugine cloud platforms, providing users with the necessary Product information, technical support and accurate information about the access rights the Product needs to work user
4.3 You are responsible for maintaining the confidentiality of all developer credentials issued to you by Ocugine Services or chosen by you, as well as for all Products developed using these credentials. Ocugine Services may limit the number of Developer accounts provided to you or the organization you represent.
4.4 Ocugine Services confirms that, in addition to the rights received from you under the terms of this Agreement, does not receive from you (or your licensors) any rights with respect to your Products, including property rights or property rights, including intellectual property rights, part of the Products.
4.5 You may not place on sites where Ocugine Services is an Aggregating Partner Products that are designed to facilitate the distribution of applications and games for devices outside of these sites, if prohibited by their rules.
4.6 You agree to use Ocugine Services only for purposes not inconsistent with this Agreement and all applicable laws, regulations, and methodologies and guidelines generally accepted in the relevant jurisdiction (including all laws relating to the export of data or software to and from the United States and from other countries).
4.7 For all questions related to malfunctions in the operation of your Products, users are invited to contact you. In the relationship between you and Ocugine Services, you are solely responsible for the technical and other support of your Products and the settlement of all claims related to them, and Ocugine Services is exempt from such liability. You agree to specify and maintain up-to-date your accurate contact details, which will be displayed on pages describing your Products so that users can contact you for support and on legal issues. You are obliged to answer customer questions related to paid Products or transactions within the application within three business days, and urgent questions related to the Products or their support (as defined by Ocugine Services), within 24 hours. Failure to provide proper information or support for your Products may result in a decrease in their ratings, a less active display of Products, a decrease in sales, payment disputes or the removal of Products from Ocugine's base.
4.8 When granting access to your Products through the partner sites where Ocugine is an Aggregating Partner, you agree to respect the confidentiality and legal rights of users. If users provide you with information such as names, passwords and other credentials or personal data, or your Product uses this information or refers to it, you agree to inform users that this information will be available to your Product, provide them with a privacy note that meets the requirements legislation as well as protect sensitive data. In addition, this information may be used by your Product solely for the purposes for which the users have agreed. If your Product retains the users' personal or confidential information, you are committed to ensuring its security and not storing it for longer than is required. However, if you have entered into a separate agreement with the user allowing you or your Product to store or use personal or confidential information, and this agreement applies directly to this Product (not including other products and applications), then the use of such information will be governed by the terms of this separate agreement. If a user submits to your Product the credentials of his Ocugine account, they can be used by your Product to access the Ocugine account of this user solely for the purposes and within the time limit agreed by the user.
4.9 You agree not to perform using Ocugine services (including providing access to your Products using Ocugine services) that in any way disrupt or interrupt the operation of devices, servers, networks and other objects and services of third parties, including, among others, Ocugine and any Authorized Providers. It is prohibited to use user information obtained in Ocugine for sale or use outside the permitted context.
4.10 You are solely responsible (and release Ocugine from liability to you) for your Products, including the use of the Ocugine API and the Ocugine SDK, and for the consequences of your actions, including any losses or damages that Ocugine may incur.
4.11 Ocugine users can rate products and leave feedback. This feature is available only to users who have downloaded the corresponding Product. Estimates can be used to determine the position of the Products in the Ocugine rating, as well as on the sites where your Products were placed with the help of the Ocugine Aggregator. Ocugine Services and our Partners may also assign you a total score associated with your Products that have not been rated by users. The total score is an indicator of the quality of your Product, which is determined by Ocugine at its own discretion based on the history of your actions. For new Developers who do not yet have a history of Products, Ocugine may use or publish quality indicators such as the number of deletions and / or returns to identify or remove Products that do not meet current standards established by Ocugine. Ocugine and Partner Companies reserve the right to choose how to display the Products to users at their own discretion. Your Products may receive ratings from users you disagree with. If you have questions or comments regarding such ratings, contact Ocugine Services or a partner company.
5.1 Continuing the appointment of Ocugine (as specified here), you provide Ocugine Services with non-exclusive and worldwide authority not requiring royalties to copy, display, analyze and use your Products in connection with: a) providing work and marketing promotion for assistance services Ocugine, as well as on the sites of our Partners; b) marketing devices and services supporting the use of Products; c) provision of hosting services to you and on your behalf for storing your Products and providing access to them for users, as well as providing hosting products by third-party service providers; d) improvement of Ocugine Services, Ocugine Console and the platforms of our Partners; and e) verification of compliance with this Agreement and the Program Rules for Developers.
5.2 You authorize Ocugine Services to perform the above actions in relation to your Products, subject to your management and guidance, in accordance with the publication methods specified in the Ocugine Console.
5.3 You provide the user with a non-exclusive and worldwide perpetual license to execute, display and use the Product, both at Ocugine sites and at the sites of our Partners, which you specified in the Ocugine Console. Users can include a family group that includes several accounts. You acknowledge that the End User License Agreement for each Product is strictly between you and the user. Ocugine Services is not responsible for the performance of these License Agreements.
6.1 Each of the parties to this Agreement retains all property rights and property rights, including without limitation, intellectual property rights to their own Brand Elements. In addition to the restrictions expressly provided for in the Agreement, neither party grants, and the other party does not receive any rights, including property rights and property rights (including any implied licenses), with respect to the Second Party Brand Elements.
6.2 Under the terms of the Agreement, for the term of its validity, the Developer transfers to Ocugine Services and its affiliated companies, as well as to Partner companies, a limited non-exclusive license, which does not require license fees, to demonstrate the Developer Brand Elements transmitted by Ocugine Services Developer on the Internet and mobile devices solely for the purpose of distribution and sale on the Ocugine and Partner sites, the Product of the Developer or in order to fulfill their obligations under the Agreement.
6.3 In addition to the license described in section 6.2, in order to promote, distribute and sell your Product through Ocugine and Partners, and to provide access from devices and from other Ocugine and Partners services, Ocugine Services and its affiliates, as well as Partners, can use graphic elements from your Product (including video of the gameplay and character images) and Elements of the Developer brand: a) in the stores of Ocguine and its Partners, in any mobile and Internet products owned by O cugine or its partners; b) in mobile or Internet communications, on television, in outdoor advertising (for example, on billboards) and in print outside Ocugine and the stores of its Partners; c) when notifying about the availability of the Product; d) in presentations; e) in client lists on the Internet or on mobile devices (including without limitation lists of clients that are posted on the websites of Ocugine Services, as well as its Partners).
6.4 Ocugine Company transfers to the Developer a limited, non-exclusive, worldwide valid and licensed license to use the Brand Elements for the duration of the Agreement solely for marketing purposes and in accordance with the Brand Use Rules.
6.5 If the Developer stops distributing Products through Ocugine or Partner Companies, Ocugine and its Partners will no longer use the Elements of the Products brand in accordance with Section 6, except when Ocugine or its Partners need to ensure that the Products can be reinstalled for users.
7.1 Ocugine may organize promotional activities: offer coupons and bonuses, as well as carry out incentive programs related to payments, transactions in applications and other actions of users in your Products exclusively as part of promotions in Ocugine or Partner Companies or, in the case of gift cards , through channels of authorized third parties (hereinafter referred to as Advertising Campaigns). In this case: a) advertising activity will not affect your income; b) users will be explicitly notified that the advertising campaign is conducted by Ocugine or its Partner companies, and not by you; c) users will be explicitly notified of the prices you set; d) all costs associated with the Advertising Campaign will be reimbursed by Ocugine or its Partners, or, in the case of gift cards, authorized by third parties; e) Ocugine Services will be responsible for complying with the laws applicable to the Advertising Campaign.
7.2 In addition to the rights described in Section 6, you give Ocugine Services the right to use the Brand Elements (in the form and manner you choose yourself) for the purposes of Advertising campaigns conducted by Ocugine or the Partner Companies, or, in the case of gift cards, through channels of authorized third parties, provided that Ocugine or Partner companies will use your Brand Elements only in channels of authorized third parties.
8.2 Notwithstanding the information provided in Section 8.1, Ocugine or its Partners will under no circumstances and in any sections of the stores continue to distribute the Product that you have removed from Ocugine or its Partners stores, indicating in writing that the deletion occurred due to: a ) violations or charges of violating any intellectual property rights of third parties; b) violations or accusations of violating the rights of third parties; c) accusations that this Product does not comply with applicable law, or to confirm this (collectively, deletion due to violation of the law). If the Product has been removed from Ocugine or from the Partner’s sites, due to a violation of the law and the user purchased the Product during a year (or a longer period, if so provided by the local law on consumer protection) before the date of removal, at the request of Ocugine or Partners, You agree to refund to the user all amounts paid by him for this Product.
8.4 Ocugine Services enters into device manufacturers and Authorized Providers distribution agreements to install client applications on Devices. Such agreements may result in the forced removal of Products that violate the terms of service of the Device Manufacturer or Authorized Provider.
9.2 In order to continuously improve Ocugine services, as well as to improve the convenience of Ocugine products and services for users and Developers, Ocugine can keep statistics on the use of Ocugine Services and Devices, including, among other things, information about exactly how Products, Ocugine Services and Devices are used .
9.3 The collected data is aggregated and used to improve Ocugine Services, as well as to improve the convenience of Ocugine products and services for users and developers. Using the Ocugine Console, developers can access some of the data collected by Ocugine Services.
10.1 Except for the clauses listed in section 16.9, the Agreement shall remain in force until terminated by you or Ocugine, as well as by Partner Companies, as defined below.
10.2 If you want to terminate the Agreement, you must de-register all of your Products with Ocugine and with Partners, as well as stop using the Ocugine Console and all relevant Developer credentials.
10.3 Ocugine has the right to terminate this Agreement for any reason, notifying you in writing of thirty (30) days in advance. In addition, at any time, Ocugine, or Partners, has the right to immediately terminate or suspend this Agreement if: a) you violate any clause of this Agreement, non-disclosure agreement or other agreement related to Ocugine or the Platform of Partners; b) Ocugine will be forced to do so in accordance with the law; c) You will lose the status of an authorized or bona fide Developer or you will be prohibited from using the software of the Partners; d) Ocugine will decide to discontinue Ocugine Services.
10.4 Upon the expiration of the Agreement, Ocugine and Partners will cease distribution of your Product, but may save and use copies of it in order to support Ocugine and the Platforms of Partners.
11.1 You represent and warrant that you are the owner of all Intellectual Property Rights in relation to your Products.
11.2 In the case of using materials from third parties, you represent and warrant that you have the right to distribute such materials as part of your Product. You agree not to send materials to Ocugine that are subject to third-party intellectual property rights, unless you are the owner of such rights or have permission from their rightful owner to send the materials.
11.3 You represent and warrant that, as the main actor, in cooperation with the user, you are solely responsible for complying with all applicable laws and other obligations throughout the world.
12.1 YOU ARE REVEAL AND "AVAILABLE" WITHOUT ANY WARRANTY.
12.2 You agree to use OCUGINE SERVICES, OCUGINE CONSOLE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OCUGINE SERVICES AND OCUGINE CONSOLE, at its discretion and at its own risk as well as ARE SOLELY RESPONSIBLE FOR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE AND LOSS DATA AS A RESULT OF SUCH USE.
12.3 COMPANY OCUGINE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, OCUGINE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR WHETHER YOU INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING LOSS OF DATA, OUTSIDE DEPENDING ON THIS, HAS IT OCUGINE OR THE REPRESENTATIVES OF THE INFORMATION OR ASSUMPTION ABOUT THE POSSIBILITY OF SUCH DAMAGE.
14.1 You agree, to the fullest extent permitted by law, to provide Ocugine Serivces, its affiliated companies and their directors, managers, employees and agents, as well as Authorized Providers with protection against prosecution and to guarantee the recovery of amounts recovered as a result of any claims, actions , claims or court proceedings of third parties, as well as as a result of any losses, liabilities, damage, costs and expenses (including the payment of legal services in a reasonable amount), due to: a) violations of Mi Agreements when using Ocugine Services, other products of the company and its Partners; b) your Product violates Intellectual Property Rights or any other rights of any person; c) violation of any law by you or your Product.
14.2 You agree to the fullest extent permitted by law to provide Payment Processing Partners (which may include Ocugine or third parties), their affiliated companies, directors, managers, employees and agents to be protected from prosecution and to guarantee recovery of costs incurred in as a result of any claims, actions, lawsuits or court proceedings of third parties, as well as as a result of any losses, liabilities, damage, costs and expenses (including payment of legal services in a reasonable way m) related to your distribution of Products through Ocugine or Partner Companies.
15.1 Ocugine may make changes to the Agreement at any time, notifying the Developer of this and giving him the opportunity to refuse to continue using Ocugine Services. You must regularly review the Agreement and check for notification of changes.
15.2 Changes are not retroactive. They take effect and are deemed accepted by the Developer: a) immediately, if the person has registered as a Developer after the publication of the notification; b) on the date specified in the notification, which will be no earlier than 30 days after the publication of the notification, if the Developer has already been registered before making changes (except for changes that are due to law - such changes take effect immediately).
15.3 If you do not agree with the changes in the Agreement, you may refuse to use Ocugine Services. This is your only legal remedy. You acknowledge that by continuing to use Ocugine Services, you agree to the amended terms of the Agreement.
16.1 This Agreement, including any additions that you may have taken separately, is a complete legal agreement between you and Ocugine Services. It governs your use of Ocugine Services, as well as fully replaces any prior agreements between you and Ocugine regarding Ocugine Services.
16.2 You acknowledge that if Ocugine Services does not exercise and does not exercise its legal rights or remedies that it is endowed with this Agreement (or any applicable law), this is not an official waiver by Ocugine Services from its rights, and these rights and Remedies remain with Ocugine.
16.3 If a court having the right to decide on this matter determines that any provision of the Agreement is invalid, such provision will be removed from the Agreement without prejudice to the rest of its provisions. The remaining provisions of the Agreement will remain valid and will be valid.
16.4 You acknowledge and agree that each company in the group of companies to which Ocugine belongs is considered a third party beneficiary under the Agreement, and that such companies have the right to directly use any provision of the Agreement granting them such benefits or rights to receive such benefits, and rely on such conditions. Other persons or companies may not be third-party beneficiaries under the Agreement.
16.5 PRODUCTS DEVELOPED WITH THE USE OF OCUGINE SERVICES MAY BE SUBJECT TO THE ACTIONS OF THE LAWS AND REGULATIONS OF US AND OTHER EXPORT JURISDICTIONS. YOU ARE OBLIGED TO FOLLOW ALL INTERNATIONAL AND INTERNAL LAWS AND REGULATIONS, REGULATING EXPORTS AND CONCERNING THE DISTRIBUTION OR USE OF YOUR PRODUCTS. SUCH LAW IS BANNED TO TRANSFER PRODUCTS TO CERTAIN DESTINATIONS, SPECIFIC USERS AND FOR PARTICULAR PURPOSES.
16.6 Except in cases of change of ownership (for example, when buying and selling shares, merging or other forms of corporate transactions) neither you nor Ocugine can transfer or assign the rights granted by the Agreement without the prior consent of the other party. Any other form of assignment is void.
16.7 When you change the ownership of your organization, Ocugine Services may, at its sole discretion, immediately terminate this Agreement.