Hello! These are Making Sense Games’ Terms of service. They were last updated on December 4th, 2017
BY ACCEPTING DELIVERY OF THE SOFTWARE AND/OR SERVICES, YOU (HEREINAFTER “User”) ARE EXPRESSLY AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER BY MAKING SENSE GAMES (HEREINAFTER “MSG”), ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. MSG IS WILLING TO MAKE THE SOFTWARE AVAILABLE TO USER ONLY UPON THE CONDITION THAT USER ACCEPTS THE TERMS OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.
Although we may attempt to notify you when major changes are made to these Terms of Service, you acknowledge and agree that it is your responsibility to review this Website and these Terms of Service from time to time and to familiarize yourself with any modifications. Any modifications will be effective immediately, and will apply to disputes arising under the Terms of Service from the date of posting forward. Your continued use of the Service after a modification has been made to the Terms of Service constitutes your acceptance of such modification.
For purposes of this Agreement, the following terms will have the following meanings:
1.1 “User” means the legal entity or person who orders or downloads the Software and/or activates the Services.
1.2 “Documentation” means the standard end-user technical documentation, specifications, materials and other information MSG supplies with the Software and/or Services.
1.3 “Services” means the various services that which MSG provides users with access, including but not limited to the MSG website (makingsensegames.com), search services, personalized content and branded offering through its network of services that may be accessed through any various mediums or devices now known or hereafter developed.
1.4 “Software” means the proprietary MSG software products (in object code format only) delivered to User hereunder (including but not limited to the MSG), together with any update or upgrade thereto, when and if made available to you by MSG. Software does not include Third-Party Software.
1.5 “Third-Party Software” means the software of certain third parties that MSG may deliver with the Software.
1.6 “Use” means to cause a computer system to execute any machine-executable portion of the Software in accordance with the Documentation or to make use of any Documentation or related materials in connection with the execution of any machine-executable portion of the Software.
Subject to the terms and conditions of this Agreement, MSG hereby grants User a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services and to install and Use the Software supplied to User hereunder, as installed on User’s personal device, including your mobile phone or tablet within User’s organization.
- LICENSE RESTRICTIONS AND THIRD-PARTY SOFTWARE.
3.1 User shall not, and shall not allow any third party to: (a) use the Software or Services except as expressly permitted under Section 2; (b) separate the component programs of the Software for use on different computers; (c) adapt, alter, publicly display, publicly perform, translate, embed into any other product, or otherwise create derivative works of, or otherwise modify the Software or Services; (d) sublicense, lease, rent, loan, or distribute the Software or Services to any third party; (e) transfer the Software or Services to any third party; (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, (i) except as permitted by applicable law, or (ii) solely to the extent required to debug changes to any third party LGPL-libraries linked to by the Software; (g) remove, alter or obscure any proprietary notices on the Software or Services, or the applicable documentation therefore; or (h) allow third parties to access or use the Software or Services, including without limitation to any use in any application service provider environment, service bureau, or time-sharing arrangements.
3.2 Third-Party Software is subject to separate terms and conditions included with, or contained in the setup installation segments of such Third-Party Software. The license restrictions contained in this Agreement do not apply to Third-Party Software to the extent they are inconsistent with such Third-Party Software terms. MSG shall not be responsible for any Third Party Software.
- USE OF SERVICES
4.1 MSG provides users with access to a rich collection of resources and Services, including without limitation to various communications tools, and personalized content through its network of services which may be accessed through any various mediums or devices now known or hereafter developed. Certain features of these Services may allow User to post or send content that can be viewed by others (“User-Generated Content”). User agrees that MSG is not liable for User-Generated Content that is provided by others. MSG has no duty to pre-screen User-Generated Content, but MSG has the right to refuse to post, edit, or deliver submitted User-Generated Content. MSG reserves the right to remove User-Generated Content for any reason, but MSG is not responsible for any failure or delay in removing such material. MSG reserves the right to block any user’s access to any content, website or webpage that MSG provides at their sole discretion.
4.2 Disputes may arise between User and others or between User and MSG related to content, including User-Generated Content. Such disputes could involve, among other things, the use or misuse of domain names; the infringement of copyrights, trademarks, or other intellectual property rights; defamation; fraud; the use or misuse of information; and problems with online auction or commerce transactions. The User agrees that all claims, disputes or wrongdoing that result from, or are related in any way to, the content of information that the User posts, transmits, re-transmits or receives through the Services, MSG’s network or Software are User’s sole and exclusive responsibility. MSG may at its discretion block certain websites or domains and re-route you to other pages.
4.3 MSG reserves the right at any time, and from time to time, to modify or discontinue, temporarily, the Services (or any part thereof) with or without notice. User agrees that MSG shall not be liable to User or to any third-party for any modification, suspension or discontinuance of the Services.
- PROPRIETARY RIGHTS.
User acknowledges and agrees that the Services and the Software, including without limitation the Software’s sequence, structure, organization, source code and applicable documentation contains valuable trade secrets and other intellectual property of MSG and its suppliers and is considered MSG’s confidential information. The Software and Services are licensed and not sold to User, and no title or ownership to such Software or Services or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement. The Software and Services and all intellectual property rights therein are the exclusive property of MSG and its suppliers, and all rights in and to the Software and Services not expressly granted to User in this Agreement are reserved. MSG owns all copies of the Software, however made. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future patents of MSG, except to the extent necessary for User to use the Software or Services as expressly permitted under this Agreement.
- TERM AND TERMINATION.
The term of this Agreement will commence upon User’s download of the Software and/or User’s commencement of the Services and, unless earlier terminated as provided in this Section 7, will continue in perpetuity unless the User or MSG terminate the agreement. The agreement is automatically renewed unless MSG receives notice according to section 9 within 90 days before the termination of the current subscription period. This Agreement will immediately terminate upon User’s significant breach of this Agreement, unless such breach is fixable and is actually and immediately remedied by User after MSG provides notice of breach to User. Upon the termination of this Agreement, User will discontinue all use of the Software and/or Services, promptly destroy or have destroyed the Software and any copies thereof, and, upon request by MSG, certify in writing to MSG that such destruction has taken place. These remedies are cumulative and in addition to any other remedies available to MSG. Sections 1, 3, 5, 6, 7, 8, 9, 10, and 11, shall survive such termination.
- DISCLAIMER OF WARRANTIES.
MSG DOES NOT WARRANT THAT THE USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE OR SERVICES DO NOT CONTAIN ANY VIRUSES. THIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN USER AND MSG. MSG WILL NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT OF SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY SUPPLIERS TO MSG UNDER OR BY VIRTUE OF THIS AGREEMENT.
All notices required under this Agreement will be given as follows: (a) in the case of notices to MSG, by certified mail, return receipt requested, to the following address: Making Sense Games, 1 Saint Adrien, 56150 Saint Barthélémy, France, Chief Operating Officer, such notice to be deemed effective upon receipt by MSG; and (b) in the case of notices to User, by email to the email address that User provided to MSG when downloading the Software or start of the Services, such notice to be deemed effective upon the earlier of (i) twenty-four (24) hours after sending, or (ii) User’s actual receipt of any such e-mail.
- INJUNCTIVE RELIEF.
The User acknowledges and agrees that the Software and Services contain valuable trade secrets, confidential information and proprietary information of MSG. User further acknowledge that any actual or threatened breach or violation of Section 2 or Section 3 of this Agreement will constitute immediate, irreparable harm to MSG for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for any such breach or violation.
User acknowledges and agrees that the Software may contain cryptographic functionality the export of which is restricted under applicable export control law. User will comply with all applicable laws and regulations in User’s activities under this Agreement. User will not export or re-export the Software in violation of such laws or regulations or without all required licenses and authorizations. This Agreement will be governed by the laws of France without giving effect to any conflicts of law principles that may require the application of the laws of a different country. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. All actions or proceedings arising under or related to this Agreement must be brought in the Lorient Court, and each party hereby agrees to irrevocably submit to the jurisdiction and venue of any such court in all such actions or proceedings. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall not be affected or impaired thereby. User may not assign or transfer this Agreement without obtaining MSG prior written consent, and any purported assignment or transfer in violation of this Section 11 will be null and void.
MSG may update the terms of this Agreement if and when User install and update or upgrade to the Software and/or Services. User will be responsible for all of User’s access and data charges from User’s Internet service provider or mobile operator. Applications User downloads or that are made available to User may automatically connect to the Internet to update information or provide a service to User.
Effective Date: December 4th, 2017