Developer Terms of Service

1.1 Acceptance. You accept the Developer Terms when you register as a developer, by taking the step the registration process requires to confirm that you agree to the Developer Terms, such as checking a box that is not checked in advance. You may not submit a game to the Platform without first accepting the Developer Terms. The Company records the version of the Developer Terms displayed, the wording of the statement you accepted, the date and time of acceptance and the developer account through which the acceptance was given.

1.2 The User Terms. The Company's terms of service for players, available at www.versezero.com/terms (the “User Terms”), continue to govern your access to and use of the Platform as a player. The following provisions of the User Terms also apply to you in your capacity as a developer, and are incorporated into the Developer Terms with references to “you” read as references to you as a developer: Section 8 (Acceptable Use), Section 12 (Notice of Copyright Infringement), Section 14 (Suggestions and Improvements), Section 25 (Content Moderation, Reporting and Complaints) and Section 26 (Additional Provisions for Players in the United Kingdom). Where the Developer Terms and the User Terms conflict, the Developer Terms prevail as to your Developer Games, your use of the Creation Tools (as defined in Section 6.1 (License to Use the Creation Tools)) and any payment to you.

1.3 Privacy Policy. The Company's privacy policy, available at www.versezero.com/privacy (the “Privacy Policy”), describes how the Company collects and uses information about you as a developer, including information shared with the Payout Provider and with any provider of a Connected Model Account.

1.4 Terms Defined in the User Terms. “Company Game” has the meaning given in the User Terms. A “Developer Game” means any game that you submit, or have submitted, to the Platform, whether you created that game outside the Platform (an Uploaded Game, as defined in Section 5.1 (Uploaded Games)) or on the Platform with the Creation Tools (a Tool-Built Game, as defined in Section 5.2 (Tool-Built Games)).

1.5 Authority. You represent that you have the legal capacity to enter into the Developer Terms and, where you accept the Developer Terms on behalf of an organization, that you are authorized to bind that organization.

2.1 Notice of Changes. The Company may change the Developer Terms. The Company gives you notice of a change by email to the address associated with your developer account and in the Developer Dashboard (as defined in Section 4.3 (Developer Dashboard)) at least thirty (30) days before the change takes effect. The current version of the Developer Terms shows at the top the date on which that version took effect (the “Last Updated” date). A change does not apply to Net Advertising Revenue earned, or to any act or omission occurring, before the change takes effect.

2.2 Changes Without Notice Period. The notice period in Section 2.1 (Notice of Changes) does not apply where the Company is required by law, regulation or an order of a court or authority to change the Developer Terms in a manner that does not permit the notice period to be observed, or where the change is necessary to address an unforeseen and imminent danger to players, to the Platform or to other developers, including fraud, malicious code and security risks.

2.3 Your Right to End the Developer Terms. A change takes effect at the end of the notice period in Section 2.1 (Notice of Changes), or on any later date stated in the notice, except where Section 2.2 (Changes Without Notice Period) applies. If you do not accept a change, you may end the Developer Terms under Section 16.2 (Termination by You) before the change takes effect. If you have not ended the Developer Terms by the time a change takes effect, the change applies to you from that time, including in respect of each Developer Game that remains on the Platform.

2.4 Revenue Share Schedule and Published Documents. Section 9.4 (Changes to the Revenue Share Schedule) governs changes to the Revenue Share Schedule. Changes to the Content Standards and to the technical requirements published under Section 5.4 (Technical Requirements) are made on the notice described in Section 2.1 (Notice of Changes) and take effect as described in Section 2.3 (Your Right to End the Developer Terms).

2.5 Changes to Section 18. The Company gives thirty (30) days' notice of any change to Section 18 (Governing Law and Dispute Resolution). A change to that Section does not apply to a Dispute (as defined in Section 18.1 (Governing Law)) that arose, or that was the subject of a notice under Section 18.2 (Informal Resolution First), before the change takes effect.

3.1 Who May Register. You may register as a developer only if you are (1) an individual at least 18 years of age and at least the age of majority where you live, or (2) a company or other organization validly formed and in good standing under the laws of the place of its formation, acting through an individual who meets the requirements of clause (1) and is authorized to bind that organization.

3.2 Developers Under 18. A person who has reached the minimum age in Section 3.1 (Minimum Age) of the User Terms but is under 18 years of age may register as a developer only with the consent of a parent or legal guardian, who must accept the Developer Terms on that person's behalf, is responsible for that person's participation in the Platform as a developer, and is bound by the Developer Terms in respect of it. This Section 3.2 has no effect until the Company announces in the Developer Dashboard that registration under this Section 3.2 is open, and until then Section 3.1 (Who May Register) applies without exception.

3.3 Restricted Persons. You may not register as a developer if you are located in, ordinarily resident in, or organized under the laws of, a country or territory that is the subject of comprehensive sanctions administered by the United States, if you are a person with whom dealings are prohibited under the sanctions or export control laws of the United States, or if the Company has previously terminated your developer account or banned you from the Platform. You represent that none of those descriptions applies to you, and you must notify the Company promptly if any of them comes to apply.

3.4 Verification. The Company, and the Payout Provider on the Company's behalf, may verify your identity, age, place of residence or establishment and, where you register on behalf of an organization, the existence of that organization and your authority to bind it. The Company may decline or suspend a registration until verification is complete.

4.1 Registration. You must provide accurate and complete information when you register as a developer, and you must keep that information current, including the email address associated with your developer account, to which the Company sends notices under Section 19.1 (Notices to You). You may hold only one developer account unless the Company permits otherwise. You register as a developer while signed in to your Account under the User Terms.

4.2 Security. You are responsible for maintaining the confidentiality of the credentials for your developer account and for all activity conducted through it, whether or not you authorized that activity. You must notify the Company promptly of any unauthorized use of your developer account.

4.3 Developer Dashboard. The Company makes available to you an interface through which you submit and manage your Developer Games and receive reports and statements (the “Developer Dashboard”). The Company publishes in the Developer Dashboard the Revenue Share Schedule, the Content Standards, the Developer Questionnaire, the technical requirements described in Section 5.4 (Technical Requirements) and the terms of any Incentive Program, each of which forms part of the Developer Terms.

4.4 Developer Name. The name or identifier you select for display with your Developer Games must not infringe the rights of any other person, impersonate any other person, or misleadingly imply an association with the Company or any other person. Section 5.2 (Display Names) of the User Terms applies to that name or identifier as if it were a display name.

4.5 Functions Available by Email. Where the Developer Terms provide for something to be done through the Developer Dashboard, including submitting a Developer Game or an update, completing the Developer Questionnaire, questioning a statement, requesting a copy of a Generation Record, removing a Developer Game and closing your developer account, and that function is not available in the Developer Dashboard, you may do it by email to support@versezero.com. Where a report, statement, notice or document that the Developer Terms describe as made available in the Developer Dashboard is not available there, the Company may provide it by email or publish it on the Platform.

5.1 Uploaded Games. You may submit to the Platform a game you have created outside the Platform, by any means and using any tools (an “Uploaded Game”).

5.2 Tool-Built Games. Where the Company makes the Creation Tools available, you may create a game on the Platform using the Creation Tools and submit that game to the Platform (a “Tool-Built Game”). Section 6 (Creation Tools) governs your use of the Creation Tools.

5.3 Submission. You submit each Developer Game, whether an Uploaded Game or a Tool-Built Game, through the Developer Dashboard, together with a completed Developer Questionnaire and the title, description, thumbnail, tags and other information the Developer Dashboard requests (together, the “Game Information”). Submission does not oblige the Company to publish the Developer Game. Section 8 (Content Standards, Review and Removal) governs whether and how a Developer Game is published.

5.4 Technical Requirements. Each Developer Game must meet the technical requirements the Company publishes in the Developer Dashboard. Unless the Company approves otherwise in writing, a Developer Game must run in a web browser within the Platform, must not make network requests to any endpoint other than those the Company provides or approves, must not display its own advertising or offer any purchase, subscription or other payment, and must not link players to any website or service outside the Platform.

5.5 Updates. You may submit an update to a Developer Game through the Developer Dashboard. Each update is a submission for the purposes of the Developer Terms. When you submit an update, you must review your answers in the Developer Questionnaire and correct any answer that the update makes inaccurate.

6.1 License to Use the Creation Tools. The Company may make available on the Platform tools for creating games, including tools that generate game code, text, imagery, audio and other material using artificial intelligence systems (the “Creation Tools”). The Creation Tools are available only to developers registered under the Developer Terms, and are not available to players under the User Terms. Subject to your compliance with the Developer Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license, for the term of the Developer Terms, to use the Creation Tools solely to create Tool-Built Games for submission to the Platform. The Company may modify, limit, suspend or discontinue the Creation Tools, in whole or in part, at any time.

6.2 Connected Model Accounts. The Creation Tools operate on an artificial intelligence model accessed through an account that you hold with a third-party provider of that model and connect to the Platform, such as by signing in to that account through the Creation Tools (a “Connected Model Account”). By connecting a Connected Model Account, you authorize the Company to submit your Inputs (as defined in Section 6.4 (Inputs)) to the provider of that account, to receive the output of the provider's model, and to use the usage allowance of that account, in each case on your behalf and solely to operate the Creation Tools for you. Your relationship with the provider of a Connected Model Account is governed by that provider's terms, and you are responsible for complying with those terms and the provider's usage policies, for any fee or charge the provider imposes, for the limits of your plan, and for the settings of that account, including any setting that determines whether the provider uses your content to train its models. The Company does not receive or store the password for a Connected Model Account. You may disconnect a Connected Model Account at any time.

6.3 Usage and Cost. The Company does not provide or pay for the use of any artificial intelligence model through the Creation Tools. Your use of the Creation Tools draws on the usage allowance of your Connected Model Account, and any fee or charge for that usage is a matter between you and the provider. When that allowance is exhausted, including during the creation of a game, the Creation Tools stop operating until the allowance is restored, and the Company is not obliged to provide usage of any model in its place.

6.4 Inputs. Prompts, instructions, selections, code, assets and other material you provide to the Creation Tools are referred to in the Developer Terms as your “Inputs”. You are responsible for your Inputs, and Section 12 (Your Representations) applies to them.

6.5 Generation Records. The Company records your Inputs, the output produced by the Creation Tools in response to them, and the sequence of steps by which each Tool-Built Game is created (each such record, a “Generation Record”). The Company may use Generation Records to operate and improve the Platform and the Creation Tools, to establish the origin and authorship of a Tool-Built Game, to enforce the Developer Terms, to respond to a claim or report concerning a Tool-Built Game, and as provided in Section 7.4 (Use to Improve the Platform and the Company's Models). The Company uses Inputs and Generation Records in the same way as Gameplay Data (as defined in the Privacy Policy), and the Privacy Policy describes how long the Company keeps them. On request, the Company provides you with a copy of the Inputs and output recorded in the Generation Record for a Tool-Built Game you created.

6.6 Company Materials. The Creation Tools, and the templates, engines, runtimes, libraries, code, assets and other material the Company provides through the Creation Tools or incorporates into a Tool-Built Game (together, the “Company Materials”), are owned by the Company or the Company's licensors. The Company grants you a limited, non-exclusive, non-transferable and non-sublicensable license, for so long as the Tool-Built Game concerned is published on the Platform, to use the Company Materials incorporated in that Tool-Built Game solely as part of that Tool-Built Game on the Platform. You may not extract, copy or use the Company Materials outside the Platform.

6.7 Output of the Creation Tools. Output of the Creation Tools may be inaccurate, incomplete or unsuitable, it is not guaranteed to be unique, and the same or substantially similar output may be produced for other developers. You are responsible for reviewing the output of the Creation Tools before you submit a Tool-Built Game.

7.1 You Own Your Games. As between you and the Company, you retain whatever rights subsist in your Uploaded Games, in your Tool-Built Games other than the Company Materials, and in your Inputs. The Company claims no ownership of your Developer Games, other than of the Company Materials and the Company Additions. The Developer Terms impose no exclusivity on Uploaded Games. You may publish any Uploaded Game on any other platform or service. You may not publish a Tool-Built Game, or any version of it, on any other platform or service, because each Tool-Built Game is created with the Creation Tools and the Company Materials, which the Company provides only for games published on the Platform.

7.2 Rights in the Output of the Creation Tools. The Company does not assert ownership of the output produced by the Creation Tools in response to your Inputs, other than the Company Materials. To the extent that any right in that output vests in the Company, the Company assigns that right to you, without any representation that any such right subsists.

7.3 License You Grant to the Company. You grant the Company a worldwide, non-exclusive, royalty-free and fully paid license, sublicensable through multiple tiers to the Company's service providers, advertising partners and distribution partners solely for the purposes of the Developer Terms, and transferable under Section 20.3 (Assignment), to host, store, cache, reproduce, adapt for technical purposes, display, perform, distribute, make available to players, monetize through advertising and promote each Developer Game and its Game Information, including by producing and distributing clips, screenshots, trailers and thumbnails of the Developer Game, to permit players to take screenshots and recordings of their gameplay of each Developer Game, to stream and post that gameplay and to earn revenue from doing so, as described in Section 6.7 (Screenshots, Recordings and Streaming) of the User Terms, and to use your developer name and any name, logo or trademark appearing in the Developer Game to identify you and the Developer Game in connection with those activities.

7.4 Use to Improve the Platform and the Company's Models. The license in Section 7.3 (License You Grant to the Company) extends to using your Developer Games, your Inputs, your Generation Records and the information the Company records about how players play your Developer Games, to operate and improve the Platform and the Creation Tools, to design and generate games, and to develop, train, test, validate and fine tune artificial intelligence models used by the Company. The license in this Section 7.4 is perpetual and irrevocable, and continues after a Developer Game is removed and after the Developer Terms end, in respect of every Developer Game, Input, Generation Record and item of information the Company received before that removal or end. The Company may also license or provide that material, in a form that does not identify you, to third parties for the purpose of developing, training, testing, validating and fine tuning artificial intelligence models.

7.5 Company Modifications. The Company may modify, update, extend, correct, adapt or withdraw any Developer Game, immediately and without your further consent, including where you have ceased to maintain the Developer Game. Material the Company adds to or changes in a Developer Game (the “Company Additions”) is the Company's own, and you have no right in it. The Platform identifies a Developer Game the Company has modified, as described in Section 9.2 (How the Two Categories Are Identified) of the User Terms. You are not responsible for the Company Additions, and Section 14.2 (Exclusions) applies to them.

7.6 Duration of the License. The license in Section 7.3 (License You Grant to the Company) continues for so long as a Developer Game is published on the Platform and for ninety (90) days after the Developer Game is removed, so that the Company may withdraw the Developer Game in an orderly manner. The license continues without limit of time in respect of (1) promotional material produced and distributed before the removal, (2) copies retained for legal, compliance, dispute resolution and archival purposes, (3) the license in Section 7.4 (Use to Improve the Platform and the Company's Models), which is perpetual as that Section provides, and (4) screenshots, recordings and streams of gameplay that players made or posted under Section 6.7 (Screenshots, Recordings and Streaming) of the User Terms before the removal, and the Company is not required to retrain, alter or discontinue any model on account of the removal.

7.7 Moral Rights. To the extent permitted by applicable law, you waive, and procure the waiver of, any moral right in each Developer Game as against the Company, the Company's sublicensees and players, to the extent necessary for the exercise of the rights granted in this Section 7.

8.1 Content Standards. The Company publishes in the Developer Dashboard standards for the content of games on the Platform (the “Content Standards”), which explain, with examples, the requirements of this Section 8 and of Section 8 (Acceptable Use) of the User Terms, and set out the rules on the audience for which Developer Games may be made. Each Developer Game, and its Game Information, must comply with the Content Standards, with Section 8 (Acceptable Use) of the User Terms and with Section 8.3 (Model Provider Restrictions). Where the Content Standards and the Developer Terms conflict, the Developer Terms prevail.

8.2 Audience. The Platform is a general audience service, offered to players who have reached the minimum age in Section 3.1 (Minimum Age) of the User Terms. A Developer Game must not be directed to children under 13 years of age within the meaning of the Children's Online Privacy Protection Rule, 16 C.F.R. Part 312, must comply with the provisions of the Content Standards on audience, and must not be described, labeled, tagged or promoted as being intended for children. Every Developer Game must be suitable for players who have reached that minimum age, and the Company does not publish games intended only for adults.

8.3 Model Provider Restrictions. Your Developer Games, your Inputs and your use of the Creation Tools must comply with the usage policies of each provider of an artificial intelligence model used to create them or to operate them on the Platform, including the usage policies of the provider of any model the Company provides to operate a Developer Game during play, which the Company identifies in the Developer Dashboard, and of the provider of any Connected Model Account. Without limiting those policies, you must not use the Creation Tools, or submit a Developer Game, that:

(a) sexualizes a person under 18 years of age, or depicts the abuse or exploitation of a person under 18 years of age;

(b) provides instructions for, or materially assists in, the creation of weapons, the commission of a violent act, or the compromise of a computer system;

(c) is intended to harass, defame, deceive or defraud any person, including material that falsely purports to be a statement by an identifiable person;

(d) promotes or depicts self-harm, suicide or disordered eating;

(e) is designed for use in political campaigning, lobbying or the manipulation of public opinion; or

(f) is used to develop, train or improve any artificial intelligence model other than through the Platform, or to extract or reproduce the output of the Creation Tools for that purpose.

8.4 Developer Questionnaire. You must complete the questionnaire the Company publishes in the Developer Dashboard for each Developer Game (the “Developer Questionnaire”). You represent that your answers are accurate, complete and up to date when given and when each update is submitted, and you must correct an answer promptly if it ceases to be accurate. The Company relies on your answers in deciding whether to publish a Developer Game and in applying the Content Standards, including the rules on audience.

8.5 Review. The Company may, but is not obliged to, review, screen, test or monitor any Developer Game, whether before or after publication, using the automated tools and human review described in Section 25.1 (How the Company Moderates Content) of the User Terms. The Company does not undertake that any Developer Game has been reviewed. A review by the Company, and the publication of a Developer Game, do not mean that the Company has approved the Developer Game as lawful or as compliant with the Developer Terms, and do not relieve you of any responsibility under the Developer Terms.

8.6 Publication and Removal. The Company decides whether to publish a Developer Game, and may decline to publish, remove, delist, make less prominent, restrict to players of a particular age, or restrict access to any Developer Game. Where the Company takes any such action on the ground that a Developer Game is unlawful or does not comply with the Developer Terms, Section 25.3 (Statement of Reasons) of the User Terms applies, you may complain under Section 25.4 (Complaints) of the User Terms, and Section 17 (Fairness and Transparency for Developers) applies. Where the Company declines to publish a Developer Game for editorial or commercial reasons that do not concern its lawfulness or its compliance with the Developer Terms, the Company is not obliged to give reasons except where the law requires it.

8.7 Copyright Notices and Repeat Infringers. Section 12 (Notice of Copyright Infringement) of the User Terms applies to each Developer Game, and you are the Posting Party for the purposes of that Section. The Company's policy of terminating, in appropriate circumstances, the accounts of persons who repeatedly infringe copyright applies to your developer account.

8.8 Identification on the Platform. The Platform identifies each Developer Game as a game submitted by a developer, and displays with it your developer name or identifier.

9.1 Advertising. The Company may display advertising before, during, after and around each Developer Game and within the Developer Game itself, including by integrating advertising into its gameplay, and decides the format, frequency, placement and source of that advertising and the advertising networks engaged to serve it. Section 10 (Advertising) of the User Terms describes the advertising served to players.

9.2 Revenue Share. The Company pays you a share of the Net Advertising Revenue attributable to your Developer Games, at the rate stated in the schedule the Company publishes in the Developer Dashboard (the “Revenue Share Schedule”). The Revenue Share Schedule also states the method by which Net Advertising Revenue is attributed to a Developer Game.

9.3 Net Advertising Revenue. “Net Advertising Revenue” means the amounts the Company actually receives from advertising networks and other advertising partners in respect of advertising served in connection with a Developer Game during a calendar month (an “Earning Month”), less (1) fees and commissions retained by or paid to advertising networks, exchanges and other intermediaries, to the extent not already deducted from the amounts received, (2) the costs of serving, measuring and verifying that advertising, (3) refunds, credits, chargebacks and deductions for invalid or fraudulent activity, and (4) sales, use, value added and similar taxes collected or payable on those amounts, other than taxes on the Company's income.

9.4 Changes to the Revenue Share Schedule. The Company may change the Revenue Share Schedule on at least thirty (30) days' notice given under Section 2.1 (Notice of Changes). A change applies only to Net Advertising Revenue earned after the change takes effect.

9.5 Tool-Built Games. The Revenue Share Schedule may state a different rate for Tool-Built Games from the rate for Uploaded Games.

9.6 Invalid Activity. No revenue share is payable on Net Advertising Revenue that the Company or an advertising partner determines in good faith to have arisen from invalid activity, including automated or non-human traffic, artificially generated plays or impressions, incentivized plays, and any activity that you, or a person acting with you, have generated or encouraged other than through ordinary play. The Company may withhold payment of an amount it reasonably suspects to be attributable to invalid activity for up to ninety (90) days while it investigates, and may recover or set off under Section 10.10 (Overpayments and Set-Off) any amount paid on account of invalid activity.

9.7 Incentive Programs. The Company may operate programs that reward developers on the basis of the performance of their games (each an “Incentive Program”). The terms of each Incentive Program are published separately in the Developer Dashboard, may be changed on the notice those terms provide, and may be suspended or discontinued by the Company at any time on notice, in each case without affecting an award already made. No developer has any right to a payment under an Incentive Program until the Company has made an award to that developer under the terms of that Incentive Program.

9.8 No Other Compensation. The revenue share under this Section 9, and any award under an Incentive Program, are the only amounts payable to you under the Developer Terms or for the license granted in Section 7 (Rights in Your Games). The Company does not guarantee that any Developer Game will be published, will be shown to any number of players or will earn any revenue.

10.1 Reports in the Developer Dashboard. The Company makes available in the Developer Dashboard, at least monthly, reports showing for each of your Developer Games the number of plays, the time spent playing, the Net Advertising Revenue attributed to that Developer Game and the revenue share accrued. Figures shown before the statement for an Earning Month is issued are estimates. The statement under Section 10.3 (Statements and Payment) is the basis of payment, subject to Section 10.11 (Questions About a Statement).

10.2 Aggregated Information Only. Reports contain aggregated information only and do not identify any player. Section 11 (Player Data and Your Information) applies.

10.3 Statements and Payment. Within sixty (60) days after the end of each Earning Month, the Company makes available in the Developer Dashboard a statement showing the Net Advertising Revenue attributed to each of your Developer Games for that Earning Month and the revenue share payable to you, and at the same time pays the revenue share shown, subject to Section 10.4 (Payment Threshold). You are not required to issue an invoice to receive payment.

10.4 Payment Threshold. The Company pays the revenue share due to you only once your unpaid balance reaches One Hundred U.S. Dollars (US$100) (the “Payment Threshold”). If your balance does not reach the Payment Threshold, or a payment hold applies under Section 10.9 (Payment Holds), you are not paid for that Earning Month and your balance is carried forward to the following Earning Month.

10.5 Payout Provider. The Company makes payments to developers through a third-party payout provider designated by the Company (the “Payout Provider”), identified in the Developer Dashboard. To receive payment, you must register with the Payout Provider, accept its terms, and provide the payment, identity and tax information the Payout Provider requests. Payment to the account you designate with the Payout Provider discharges the Company's obligation to pay the amount concerned. Fees charged by the Payout Provider for receiving payment are borne by you as disclosed by the Payout Provider. The Company is not responsible for any act or omission of the Payout Provider or of any bank or payment system.

10.6 Currency. The revenue share is calculated and paid in U.S. dollars. Where you elect to receive payment in another currency, conversion is made by the Payout Provider at its rates, and any conversion cost is borne by you.

10.7 Tax Documentation and Withholding. Before the Company makes any payment to you, you must provide, through the Payout Provider, a completed Internal Revenue Service Form W-9 if you are a United States person, or the applicable Internal Revenue Service Form W-8 or other documentation the Payout Provider requests if you are not, and you must keep that documentation current. The Company may deduct or withhold from any payment any tax the Company or the Payout Provider is required by law to deduct or withhold, and an amount so deducted or withheld is treated as paid to you. The Company and the Payout Provider may report payments to you to the tax authorities as required by law. You are responsible for all taxes on amounts paid to you. The Company does not give tax advice, and you should consult your own tax adviser.

10.8 Sanctions Screening. The Payout Provider screens developers and payments against applicable sanctions lists. The Company does not make, and is not obliged to make, any payment that the Company or the Payout Provider determines it may not lawfully make and may hold such an amount for so long as payment would be unlawful.

10.9 Payment Holds. The Company may hold payment of any amount due to you while your tax or payment documentation is missing, incomplete or under review, for up to ninety (90) days while the Company investigates a suspected breach of the Developer Terms or invalid activity, or while a claim concerning the Developer Game to which the amount is attributable is pending.

10.10 Overpayments and Set-Off. The Company may deduct from any amount payable to you any amount paid to you in error or in excess of the amount due, any amount paid on account of invalid activity, and any amount you owe the Company under the Developer Terms.

10.11 Questions About a Statement. If you believe that a statement is incorrect, you may notify the Company through the Developer Dashboard within ninety (90) days after the statement is made available, identifying the item questioned and the reason. The Company reviews the item in good faith, tells you the outcome, and corrects the statement and any payment where the review shows an error. A statement you have not questioned within that period is final as to the amounts shown, except in the case of fraud or manifest error.

10.12 Unclaimed Balances. If a balance due to you remains unpaid for eighteen (18) months because it has not reached the Payment Threshold, because your tax or payment documentation is incomplete, or because your developer account has been inactive, the Company notifies you by email. If you do not claim the balance, by completing your documentation or otherwise as the notice describes, within six (6) months after the notice, the balance is forfeited, except to the extent that applicable unclaimed property law requires the Company to deal with the balance in another way, in which case the Company deals with it as that law requires.

10.13 No Interest. No interest accrues on any amount carried forward, held or withheld under this Section 10.

11.1 No Player Personal Information. The Company does not provide you with personal information about any player.

11.2 Your Developer Games Must Not Collect Player Data. A Developer Game must not collect, store, transmit or request personal information from or about any player, must not ask a player to make contact outside the Platform, must not use cookies, local storage, device fingerprinting or similar technologies other than those provided by the Platform's runtime, and must not incorporate any third-party analytics, advertising, tracking or other software development kit, except in each case as the Company approves in writing.

11.3 Information the Company Provides. If the Company provides you with any information about players or about how players play your Developer Games beyond the reports described in Section 10.1 (Reports in the Developer Dashboard), you may use that information only to improve your Developer Games on the Platform, must not attempt to identify any player from it, must not sell or disclose it, and must delete it on the Company's request or when the Developer Terms end.

11.4 Your Information. The Company processes information about you as a developer as described in the Privacy Policy, including by sharing it with the Payout Provider and with providers that verify identity and screen against sanctions lists, and by displaying your developer name with your Developer Games.

11.5 Information Sent to a Connected Model Account. Inputs and other material sent to the provider of a Connected Model Account are processed by that provider under its terms and the settings of that account, and the Company is not responsible for that processing.

12.1 What You Represent. You represent, on each submission of a Developer Game and of each update, that:

(a) you own, or hold under a valid license, all rights in the Developer Game (other than the Company Materials and the Company Additions), its Game Information and your Inputs that are needed to grant the license in Section 7 (Rights in Your Games), and the Company's exercise of that license does not require any payment to, or consent from, any other person;

(b) where the Developer Game, its Game Information or your Inputs include material generated by an artificial intelligence system, you used that system in compliance with its terms, and those terms permit commercial use of that material and the grant of the license in Section 7 (Rights in Your Games);

(c) the Developer Game, its Game Information and your Inputs do not infringe or misappropriate any copyright, trademark, patent, trade secret, right of publicity, right of privacy or other right of any person, do not use the name, likeness or voice of any real person without that person's consent, and do not imitate an identifiable work of any other person;

(d) any open source software in the Developer Game is used in compliance with its license, including its attribution and notice requirements, and no such license requires the Company to disclose or license any source code, to grant any right under the Company's intellectual property, or to refrain from monetizing the Developer Game;

(e) the Developer Game contains no virus, malicious code, hidden functionality, cryptocurrency mining or other feature that may harm a player, a device or the Platform;

(f) the Developer Game complies with Section 5.4 (Technical Requirements), Section 8 (Content Standards, Review and Removal) and Section 11.2 (Your Developer Games Must Not Collect Player Data), and with the law applicable to the Developer Game, including consumer protection, advertising and export control law;

(g) every person who contributed to the Developer Game, including any employee, contractor or collaborator, has assigned or licensed that person's rights to you to the extent necessary for clause (a), and has been paid any amount due for that contribution; and

(h) your answers in the Developer Questionnaire are accurate, complete and up to date.

12.2 What You Do Not Represent. You give no representation as to the Company Materials or the Company Additions. Your representations do not include a representation that any right subsists in material generated by an artificial intelligence system; they are representations that the Developer Game does not infringe the rights of others and that you hold whatever rights the license in Section 7 (Rights in Your Games) requires.

14.1 Your Indemnity. You agree to indemnify, defend and hold harmless the Company, the Company's affiliates, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (together, the “Company Entities”), from and against any claim or demand made by any third party, and the costs, liabilities, losses and legal fees arising from it, to the extent arising out of or relating to: (1) your breach of the Developer Terms, including any of your representations; (2) your Developer Games, their Game Information and your Inputs, including any claim that any of them infringes or misappropriates the rights of any person; (3) your violation of any law, or of the terms of a Connected Model Account or of any other tool you used to create a Developer Game; (4) any claim by an employee, contractor, collaborator or co-creator of yours for compensation, or to ownership of any part of a Developer Game; (5) any tax payable by you; or (6) your negligence or willful misconduct.

14.2 Exclusions. You are not required to indemnify any Company Entity against a claim to the extent that the claim arises from the Company Additions, from the Company Materials, from the negligence or breach of the Developer Terms by that Company Entity, or, in the case of a Tool-Built Game, from output of the Creation Tools, except to the extent that the claim arises from (1) your Inputs, including an Input that names, describes, reproduces or requests material belonging to another person, such as a protected character, work, title, trademark, artist or performer, (2) your modification of that output, or (3) your use of that output when you knew, or should reasonably have known, that it was infringing or unlawful.

14.3 Defense and Settlement. The Company may elect to control the defense and settlement of any claim within Section 14.1 (Your Indemnity), with counsel of its choice, at your expense, and you must cooperate with that defense. If the Company does not so elect, you must defend the claim with counsel reasonably acceptable to the Company, and you may not settle the claim without the Company's prior written consent. The Company may not, without your consent, which you may not unreasonably withhold, settle a claim on terms that impose an obligation on you other than the payment of money that you are required to pay under this Section 14. The Company notifies you promptly of any claim within Section 14.1 (Your Indemnity) on becoming aware of it, and a delay in notifying you relieves you of your obligations only to the extent that the delay prejudices your defense of the claim.

15.1 Application. EACH PART OF THIS SECTION 15 APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTHING IN THIS SECTION 15 LIMITS ANY LIABILITY THAT MAY NOT LAWFULLY BE LIMITED.

15.2 No Warranty. THE PLATFORM, THE DEVELOPER DASHBOARD, THE CREATION TOOLS AND THE COMPANY MATERIALS ARE MADE AVAILABLE ON AN AS IS, WITH ALL FAULTS AND AS AVAILABLE BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY GIVES NO WARRANTY THAT ANY DEVELOPER GAME WILL BE PUBLISHED, RANKED OR SHOWN TO ANY NUMBER OF PLAYERS, THAT ANY DEVELOPER GAME WILL EARN ANY REVENUE, OR THAT THE OUTPUT OF THE CREATION TOOLS WILL BE ACCURATE, ORIGINAL, FREE FROM ERROR OR CAPABLE OF PROTECTION BY ANY RIGHT.

15.3 Exclusion of Certain Losses. THE COMPANY ENTITIES ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS, OR FOR ANY LOSS OF PROFIT, REVENUE, DATA, GOODWILL OR ANTICIPATED SAVING, ARISING OUT OF OR RELATING TO THE DEVELOPER TERMS, THE PLATFORM OR THE CREATION TOOLS, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THAT LOSS.

15.4 Cap on Liability. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ENTITIES ARISING OUT OF OR RELATING TO THE DEVELOPER TERMS, THE PLATFORM OR THE CREATION TOOLS DOES NOT EXCEED THE GREATER OF (1) THE TOTAL REVENUE SHARE PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND (2) ONE HUNDRED U.S. DOLLARS (US$100). THIS SECTION 15.4 DOES NOT LIMIT THE COMPANY'S OBLIGATION TO PAY REVENUE SHARE ACCRUED AND PAYABLE TO YOU UNDER SECTION 10 (REPORTING AND PAYMENT).

16.1 Term. The Developer Terms take effect when you accept them and continue until ended under this Section 16.

16.2 Termination by You. You may end the Developer Terms at any time by closing your developer account through the Developer Dashboard. You may remove any Developer Game from the Platform at any time through the Developer Dashboard, without ending the Developer Terms. Section 7.6 (Duration of the License) applies on removal.

16.3 Termination by the Company on Notice. The Company may end the Developer Terms with you for any lawful reason by giving you at least thirty (30) days' notice. The Company may also close the developer program, or discontinue the Creation Tools, for all developers at any time by notice posted in the Developer Dashboard, and where the Company closes the developer program, the Developer Terms end for every developer on the date stated in that notice.

16.4 Suspension or Termination for Cause. The Company may suspend or restrict your developer account, suspend payments to you, remove any Developer Game, or end the Developer Terms with immediate effect, where: (1) you have materially breached, or repeatedly breached, the Developer Terms; (2) the Company is required to do so by law or by an order of a court or authority; (3) the action is reasonably necessary to prevent fraud, invalid activity, harm to players or a threat to the security of the Platform; (4) any description in Section 3.3 (Restricted Persons) applies to you; or (5) you are a repeat infringer under Section 8.7 (Copyright Notices and Repeat Infringers). Section 25.3 (Statement of Reasons) of the User Terms applies to any such action, and Section 17 (Fairness and Transparency for Developers) applies.

16.5 Accrued Revenue Share. When the Developer Terms end, the Company pays the revenue share accrued to the date on which they end in the ordinary course under Section 10 (Reporting and Payment), whether or not the balance has reached the Payment Threshold. The Company may withhold, and you forfeit, any revenue share attributable to invalid activity under Section 9.6 (Invalid Activity), and, where the Developer Terms end under Section 16.4 (Suspension or Termination for Cause) for your breach, any revenue share attributable to the Developer Game or conduct that gave rise to the breach, up to the amount of the loss the Company suffers as a result of the breach.

16.6 Survival. The following Sections survive the end of the Developer Terms: Section 6.5 (Generation Records), Section 7 (Rights in Your Games) to the extent stated in Section 7.6 (Duration of the License), Section 10 (Reporting and Payment) as to amounts accrued, Section 11.3 (Information the Company Provides), Section 12 (Your Representations), Section 13 (Confidentiality), Section 14 (Indemnification), Section 15 (Disclaimers and Limitations of Liability), Section 16.5 (Accrued Revenue Share), Section 18 (Governing Law and Dispute Resolution), Section 19 (Notices) and Section 20 (Miscellaneous).

17.1 Application. This Section 17 applies to every developer, wherever established. It gives effect to Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services and to that Regulation as it applies in the United Kingdom (together, the “P2B Regulation”). The P2B Regulation applies only to developers established in the European Union or the United Kingdom who offer games to players there, but the Company has chosen to apply a single standard to all developers rather than to vary the standard by the location of the developer.

17.2 Changes. Section 2 (Changes to These Developer Terms) gives at least thirty (30) days' notice of a change, which exceeds the minimum period of fifteen (15) days required by the P2B Regulation. The Company gives a longer period where that is necessary to allow you to make technical or commercial adaptations to comply with the change.

17.3 Restriction, Suspension and Termination. Where the Company restricts or suspends your developer account, or the publication of any of your Developer Games, the Company gives you a statement of the reasons for that decision before, or at the time, the restriction or suspension takes effect. Where the Company ends the Developer Terms, the Company gives you at least thirty (30) days' notice and a statement of reasons, except where the Company is subject to a legal or regulatory obligation to end the Developer Terms in a manner that does not permit that notice, is exercising a right of termination for a compelling reason under applicable law, or can demonstrate that you have repeatedly breached the Developer Terms, and except where the Company closes the developer program for all developers under Section 16.3 (Termination by the Company on Notice). In each case you may clarify the facts and circumstances through the complaints process described in Section 17.8 (Complaints), and where the Company reverses its decision, it reinstates you without undue delay, including by restoring your access to the Developer Dashboard and to the information in it.

17.4 Ranking. The Platform ranks, recommends and displays Developer Games mainly on the basis of how players engage with them, such as the time players spend playing a Developer Game and whether they return to it; the ratings, likes and other feedback players give it; its relevance to the player, including to the games the player has played or liked; how recently it was published or updated; and the Company's editorial selection of featured games. The relative importance of these parameters varies with the context in which games are shown, such as search results, recommendations or a featured selection, and the Company adjusts the parameters and their weight as it develops the Platform. The Company updates this Section 17.4 where a change alters the main parameters or their relative importance. You cannot pay the Company to influence the ranking of a Developer Game.

17.5 Differentiated Treatment. The Company also publishes Company Games on the Platform. The Company may feature, promote and rank Company Games, and Developer Games the Company has modified under Section 7.5 (Company Modifications), differently from other Developer Games, and the Company has access to information about the performance of all games on the Platform, while you have access only to the information described in Section 10.1 (Reports in the Developer Dashboard). No revenue share is payable on Company Games.

17.6 Access to Data. The Company has access to the personal information and other data that players provide, and that is generated, when they play your Developer Games, and uses that data as described in the Privacy Policy and in Section 7.4 (Use to Improve the Platform and the Company's Models). You have access to the aggregated information described in Section 10.1 (Reports in the Developer Dashboard) and do not have access to personal information about players. The Company may share data about players, and the material described in Section 7.4 (Use to Improve the Platform and the Company's Models), with third parties as described in the Privacy Policy and in that Section, and you may not opt out of that sharing.

17.7 After Termination. After the Developer Terms end, you may download your statements and reports from the Developer Dashboard for ninety (90) days. The Company retains information about you and your Developer Games as described in the Privacy Policy and in Section 7.6 (Duration of the License).

17.8 Complaints. You may complain about the Company's compliance with the P2B Regulation, about technological issues relating to the Platform, and about any decision affecting you, through the complaints process described in Section 25.4 (Complaints) of the User Terms. The Company considers each complaint, processes it swiftly and effectively, taking into account its importance and complexity, and tells you the outcome.

17.9 No Restriction on Other Channels. Except as Section 7.1 (You Own Your Games) provides for Tool-Built Games, nothing in the Developer Terms restricts you from offering your games to players on other terms, or through any other channel.

18.1 Governing Law. The Developer Terms, and any dispute, claim or controversy between you and the Company arising out of or relating to the Developer Terms, the Platform or the Creation Tools (a “Dispute”), are governed by the laws of the State of California, United States, without reference to its conflict of laws principles, except that the Federal Arbitration Act governs this Section 18. Where a dispute between you and the Company arises under both the Developer Terms and the User Terms, that dispute is a Dispute, and this Section 18 governs the whole of it in place of Section 19 (Dispute Resolution; Arbitration; Class Action Waiver) and Section 20 (Governing Law) of the User Terms.

18.2 Informal Resolution First. Before commencing arbitration, the party raising a Dispute must send the other party a written notice describing the Dispute and the relief sought, and the parties must confer in good faith for sixty (60) days. Neither party may commence arbitration before the end of that period, and the limitation period applicable to the Dispute is tolled during that period.

18.3 Agreement to Arbitrate. If the Dispute is not resolved under Section 18.2 (Informal Resolution First), either party may commence binding arbitration, which, subject to Section 18.6 (Exceptions), is the sole means of resolving the Dispute. The arbitration is administered by JAMS before a single arbitrator. The JAMS Comprehensive Arbitration Rules and Procedures apply if you are an individual who resides in the United States or an organization established in the United States, and the JAMS International Arbitration Rules apply otherwise. Wherever you are located, the seat of the arbitration is San Francisco, California, the arbitration is conducted in English, and any hearing may be held by video conference at the election of either party. The arbitrator, and not any court, has exclusive authority to resolve any dispute as to the interpretation, applicability, enforceability or formation of this Section 18, except that a court has exclusive authority to decide whether Section 18.5 (Class Action Waiver) is enforceable. Judgment on the award may be entered in any court of competent jurisdiction.

18.4 Coordinated Filings. Where 25 or more demands for arbitration raising substantially similar claims are filed against the Company by or with the assistance of the same counsel or coordinated persons, the demands are resolved in batches of no more than 50, each batch heard by a single arbitrator. The arbitrator decides each claimant’s claim individually and issues a separate award for each claimant. No determination made in one batch binds a claimant whose demand is assigned to another batch. The parties must cooperate with JAMS to implement this Section 18.4, and the limitation period applicable to each demand not yet assigned to a batch is tolled until that demand is assigned. To the extent consistent with this Section 18.4, the JAMS Mass Arbitration Procedures and Guidelines apply to those demands.

18.5 Class Action Waiver. You and the Company each agree that a Dispute may be brought only in that party's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. Except as provided in Section 18.4 (Coordinated Filings), the arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative proceeding. If this Section 18.5 is found unenforceable in respect of a particular claim, that claim must be brought in court and is severed from any claim that remains in arbitration.

18.6 Exceptions. Notwithstanding this Section 18, either party may (1) bring an individual claim in a small claims court having jurisdiction, and (2) seek injunctive or other equitable relief in court to protect its intellectual property rights or confidential information.

18.7 Courts. For any Dispute not subject to arbitration under this Section 18, the state and federal courts located in the City and County of San Francisco, California have exclusive jurisdiction, and you and the Company each consent to the personal jurisdiction of those courts.

18.8 Mandatory Rights Preserved. Nothing in this Section 18 limits any right you have under the mandatory law of the country in which you are established that cannot be excluded by agreement, including any right under the P2B Regulation.

19.1 Notices to You. The Company may give you notice by email to the address associated with your developer account or by posting the notice in the Developer Dashboard. A notice sent by email takes effect when sent, and a notice posted in the Developer Dashboard takes effect when posted. You are responsible for keeping the email address associated with your developer account current.

19.2 Notices to the Company. You may give the Company notice by email to legal@fixedpt.ai, or by courier or hand delivery to FixedPoint, Inc., 4 West 4th Avenue, 6th Floor, San Mateo, California 94402, Attention: Legal. A notice sent by email is received only when the Company confirms receipt by reply email, and an automated acknowledgment is not a confirmation of receipt. The Company confirms receipt of each email notice promptly. If the Company has not confirmed receipt of an email notice within five (5) business days after you sent it, you may deliver the notice by courier or by hand, and a notice delivered by courier or by hand is received on delivery.

19.3 Contact Point. Questions about the Developer Terms may be sent to legal@fixedpt.ai. Section 23.3 (Contact Point for Players) of the User Terms applies to you as a developer.

20.1 Entire Agreement. The Developer Terms, together with the provisions of the User Terms incorporated by Section 1.2 (The User Terms) or otherwise applied by the Developer Terms, the documents published under Section 4.3 (Developer Dashboard), including the Content Standards, the Revenue Share Schedule and the terms of any Incentive Program, and the parts of the Privacy Policy that form part of the Developer Terms as the Privacy Policy describes, contain the entire agreement between you and the Company in relation to your participation in the Platform as a developer, and supersede any prior agreement between you and the Company on that subject. Neither you nor the Company relies on any representation not expressly set out in the Developer Terms.

20.2 Relationship of the Parties. You and the Company are independent contractors. Nothing in the Developer Terms creates a partnership, joint venture, agency, franchise or employment relationship between you and the Company, and you have no authority to bind the Company.

20.3 Assignment. You may not assign or transfer the Developer Terms, or any right or obligation under them, without the Company's prior written consent. The Company may assign or transfer the Developer Terms without restriction, including in connection with a merger, acquisition, reorganization or sale of all or substantially all of the Company's assets. Any purported assignment by you in breach of this Section 20.3 is void.

20.4 No Third Party Rights. Except for the Company Entities, who may enforce Section 14 (Indemnification) and Section 15 (Disclaimers and Limitations of Liability), nothing in the Developer Terms confers any right or remedy on any person who is not a party to them.

20.5 Waiver. A failure by the Company to exercise or enforce any right or provision of the Developer Terms does not waive that right or provision.

20.6 Severance. If any provision of the Developer Terms is held to be invalid or unenforceable, that provision is modified to the minimum extent necessary to make the provision valid and enforceable, or, if modification is not possible, is severed. The remainder of the Developer Terms continues in full force.

20.7 Force Majeure. The Company is not liable for any failure or delay in performing its obligations under the Developer Terms that arises from a cause beyond the Company's reasonable control.

20.8 Interpretation. In the Developer Terms, “including” means including without limitation, and section titles are for convenience only and do not affect interpretation.