LICENSE AGREEMENT FOR USER-GENERATED CONTENT
The License Terms and Conditions specified hereunder in the Agreement are binding upon all users of all software developed, or in any other manner delivered (hereinafter referred to as the ”User“), by the company Bitrich.info LTD, with its registered sear at Kamynou 1, 6037 Larnaca, Cyprus (hereinafter referred to as the ”Company“),
(User and the Company jointly as the “Parties”, and individually as a “Party”)
(A) The Company is the publisher of the software in the form of the game Rail Route (hereinafter referred to as the “Game”). The User uses the Game and during the process creates user-generated content (hereinafter referred to as the “UGC”), mainly in the form of designated maps accessible and editable in the Game.
(B) The UGC may meet the conditions of a work of authorship under the Czech Act No. 121/2000 Coll., Copyright Act (hereinafter referred to as the “Copyright Act”) in which case the User wishes to grant a license to the Company to allow the Company to exercise the right to use the UGC and to authorize its undisturbed use in compliance with this Agreement on all territories as stipulated below for the current or any other future business of the Company.
(C) The Company is interested in using the UGC for the continuation and operation of its business as well as its future business endeavours concerning the Game.
1. SUBJECT MATTER
1.1 The subject matter of this Agreement is to set out the mutual rights and obligations of the Parties regarding the UGC.
2.1 The User hereby grants the Company an irrevocable, non-exclusive, transferable, royalty-free, perpetual (for the maximum duration of the property rights), worldwide, and internet-wide license to use (also commercially) the UGC in whole or in part in its original or any derivation of therefrom.
2.2 The User grants the Company in particular, but not exclusively, the right to use, complete, modify, copy, translate, adapt, decompile, distribute, publish, perform or offer services related to the UGC, modify electronic data, use of development, testing and production environments, use of its part to create another work, reverse engineering of the source code, modification of programming and development documentation, dispose of with the version history, as well as all other materials related to the UGC, incorporate it into other works, including a database, collective work and joint work (or the right to use the UGC in a database, collective work, and joint work) by the Company personally, as well as persons authorised by the Company, to the maximum extent possible. For the avoidance of doubt, the Company is entitled to sublicense to a third party or assign the license to a third party under this Section to which the User agrees.
2.3 For the avoidance of doubt, the Parties agree that the Company is permitted to associate or use the UGC together with any other parts, products, or other intellectual property rights, and do so also through third parties.
2.4 The Company is also hereby permitted to apply for trademark registration or any other industrial property right about the UGC, or any derivation works thereof in any form for each territory where the Company is authorized to use the UGC in compliance with this Agreement.
2.5 The Company is permitted to license, sublicense and assign, transfer or pledge the license according to this Agreement without the User´s prior written consent and any limitations to the conditions thereof.
2.6 The User shall waive any moral rights they may have in UGC concerning the Company’s use of UGC to the maximum extent permitted by the laws of their jurisdiction. If local laws do not allow for waiver of moral rights, instead User grants Company the right to use UGC and all elements of UGC with or without the User’s name or a pseudonym.
2.7 The User shall refrain from any legal action or lawsuits or the adoption of any other measurement for whatsoever reason (e.g. based on unfair competition) against the Company concerning the use of UGC, any derivation therefrom by the Company in compliance with this Agreement. This shall also apply to the business methods and the way the Company has performed its business under the name and logo’s containing or derived from the UGC.
2.8 The Company is not obligated to use, distribute, or continue to distribute copies of any UGC and reserves the right, but not the obligation, to restrict or remove UGC from the Game for any reason.
2.9 The Parties agree that to the maximum extent permitted by applicable law, the User hereby waives the right to receive any additional consideration for the grant of the license. The Parties exclude the application of the provisions of Section 2374 of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “Civil Code“).
3. LIMITATION OF LIABILITY, WARRANTIES, AND INDEMNITY
3.1 The User hereby represents and warrants that he is the sole author of the UGC as saved and uploaded through the Game or other platforms. The User further represents and warrants that should the UGC be saved and uploaded through other platforms it does not breach any of its terms of services.
3.2 If the User is under 15 years of age, it declares that it has obtained the consent of its parent or legal guardian to enter into this Agreement. Should the local applicable law permit users of lower age to enter into this Agreement this provision shall not apply.
3.3 The User further represents and warrants that he has all necessary legal and equitable rights, permissions, and clearances to license the UGC to the Company in case it meets the conditions of a work of authorship under the Copyright Act and that the use of the UGC by the terms of this Agreement shall not infringe the copyright or any other rights of any third party.
3.4 If a third party asserts a claim against the Company due to an infringement of its intellectual property rights caused by the User, the User undertakes to provide the Company, without delay, with any and all effective assistance in connection with the above claim of a third party and also undertakes to obtain from this third party consent to the use of the UGC, to modify the UGC so that its use by the Company no longer infringes the copyright or intellectual property rights of a third party, or to replace the UGC with a work that has substantially similar qualitative and technical parameters.
3.5 Notwithstanding the foregoing, the User shall indemnify and hold harmless the Company from and against any liabilities, losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney’s fees, that arise from actual or alleged infringement of any third-party intellectual property rights regarding the use of the UGC by the Company in compliance with this Agreement.
3.6 To the maximum extent permitted by applicable law, neither Company, its licensors, nor their affiliates, shall be liable in any way for loss or damage of any kind resulting from the use of the UGC.
4. GOVERNING LAW AND DISPUTE RESOLUTION
4.1 The Parties agree that their legal relations, commitments, rights, and obligations arising out of this Agreement will be governed by the law of the Czech Republic, especially the Civil Code and the Copyright Act.
4.2 If the Parties fail to settle any dispute amicably, the Parties will refer the dispute, including the question of validity, interpretation, exercise, or termination of the rights stemming from this Agreement to the general court of law having subject-matter jurisdiction in the Czech Republic located in Prague which shall the exclusive competence in these matters.
5. DATA PROCESSING
5.1 Consent of the User and the Company to the processing of personal data of the User under this Agreement is not required, because it is the processing of personal data that is necessary for the fulfillment of the Agreement under Article 6 (1) (b) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons concerning the processing of personal data and the free movement of such data (hereinafter referred to as the “GDPR”).
5.2 The Party is entitled to process the personal data of the other Party for processing accounting documents and bookkeeping and other operational purposes.
5.3 The Party is obliged to ensure that the processing of the personal data of the other Party is carried out under the GDPR and Act no. 110/2019 Coll. on Personal Data Processing as amended.
5.4 By accepting this Agreement, the Parties confirm that they have fulfilled their reporting obligation under Article 13 of the GDPR.
6. FINAL PROVISIONS
6.1 The Company may assign, transfer, or pledge the license according to this Agreement or any of its rights, obligations, debts, receivables, or claims without the User´s prior written consent.
6.2 This Agreement enters into force and effect on the day when accepted by both Parties and will also be binding on their respective successors.
6.3 This Agreement shall be accepted by both Parties at the moment when the User clicks on the save button within the interface of the Game or within the interface of another platform by which the UGC shall be saved.
6.4 The Agreement is concluded for an indefinite period and may be terminated only by mutual written agreement of the Parties.
6.5 Should any provision of this Agreement be or become putative, invalid, or unenforceable, this will not affect the validity and enforceability of any other provisions of this Agreement. The Parties agree to replace such putative, invalid or unenforceable provision with a new provision, which will correspond with the intention expressed by the original provision and this Agreement as a whole.
The Parties hereby declare that they have read this Agreement before execution and that it is an expression of their true and free will and that it has not been concluded under unfavorable circumstances or in distress.
Last edit: 25.5.2022