Life Action Games GmbH Terms and Conditions
These conditions apply from 05/09/2022. Welcome to Life Action Games and CLUETIVITY.com! Life Action Games GmbH develops software for mobile computer games using real environment features. The company’s mission is to help people play and have fun together and explore their environment through games developed using digital technologies and playful elements. Together with CLUETIVITY®, the company is developing a GPS-based outdoor team game that can be played worldwide.
Please read these terms carefully, as it represents the agreement between you and the Life Action Games GmbH and define the use of our software, services and websites by you, your employees and consumers. The General conditions, made of 4 sections, made the rules which are part of Life Action Games service and software. Part I includes the general conditions for using Life Acton Games Services and the contractual relationship between the user and Life Action Games, regardless of the services of Life Action Games used. Part II regulates the acquisition of game software CLUETIVITY® of Life Action Games GmbH by the user and its right to use the available game software. Part III of this document refers to the terms of reference of the different purchasable game software offered by CLUETIVITY®. Part IV covers the use of certain exclusively produced and sold equipment and hardware accessories to Cluetivity Partner for example Action Packs and all other sold Cluetivity Hardware. The Life Action Games GmbH has the right to modify these terms. The user will be informed in due time about the proposed amendments. The general conditions for using Life Action Games service and the special conditions for the purchase of the game software CLUETIVITY ™ of Life Action Games GmbH are jointly referred to as the “Conditions”.
Part I: General Conditions for Using Life Action Games
These Terms and Conditions are regulating the contractual relationship between the Life Action Games GmbH (hereinafter “Provider”) and the client, the server and Web applications or applications for mobile devices or the those operated under Life Action games websites, such as www.CLUETIVITY.com or other websites part of the online portal, available for acquiring the game software CLUETIVITY® that a business customer/contractor (hereinafter “Users”) uses, downloads or installs (hereinafter “Life Action Games Service”). Entrepreneurs are natural or legal persons or partners with legal personality, concluding a legal transaction in their quality as commercial or independent professionals. Life Action Games service and software offered are aimed exclusively at entrepreneurs and not to private consumers. By using our services, or to purchase the licenses, you agree to the current Terms of Service.
Conditions for using Life Action Games Service and the game software CLUETIVITY®
(1) Through its online platform or dedicated marketplaces for applications on mobile devices (e.g AppStore or Google Play Store), the provider offers the users the opportunity to use the game software CLUETIVITY ™ (hereinafter called “CLUETIVITY®”). In addition to this software, it provides on its websites and through Life Action Games Service, the necessary information to install and use CLUETIVITY® services and software, in particular the provision of a game server, the customized web application and a user account through which the user will be able to manage the game content. (2) Aspects related to the Internet connection of the user, the maintenance of network connection and the acquisition and provision of the necessary hardware and software are not part of this agreement. (3) The user of Life Action Games Service receives an account to manage CLUETIVITY® and the subsequent game content. The account, including the login information (username and password), is provided to the user at least 3 working days after starting to use it, or after the acquisition of a CLUETIVITY® license is made available. (4) The user distributes CLUETIVTY as individual games and through game events offered to business customers and end users. The provider does not provide specifications regarding the retail price of distributing the game online or through customers tailored events. (5) The provider is not the organizer of the aforementioned events and other activities, but acts solely as a technical service provider. The unique user is only the organizer. (6) The user is aware that the availability of Life Action Games Service and CLUETIVITY® available under www.CLUETIVITY.com or www.life-action.eu online portal requires full time maintenance that due to various limitations and issues outside the control of the provider may not be possible. The seller, however, is keen to keep the involvement as limited as possible. Although such circumstances affect the overall performance, availability and functionality of the services provided by the supplier, it has no effect on the overall quality of the service provided. (7) All functional failures, disruptions of service, or other damages of CLUETIVITY® should be reported immediately and as accurate as possible to the seller who will offer the proper troubleshooting service. (8) Life Action Games is available during business hours (Monday through Friday, from 10.00 to 18.00 GMT + 1) for reporting various technical issues. As soon as possible after receiving the respective reports by telephone or via e-mail the support team will get in touch with the user for solving the problem.
Duties and Responsibilities of the User
(1) At the time of the registration on the website and when starting to use Life Action Games Service and CLUETIVITY® the user should have reached the age of 18. The information provided during the registration should be true. (2) By using the Life Action games services as well as CLUETIVITY®, the law and the rights of third parties apply. All data, texts, files, location information, comments, user names, images, graphics, photos, profiles (hereinafter ” user-generated content”), that the user transmits through using Life Action Games Service are its responsibility. The content posted may in particular not be illegal, obscene, indecent, threatening or offensive, does not infringe the intellectual property of third parties or infringe the privacy of other individuals. (2) In case the provider notices that the full or partial content posted by the user is under the incidence of laws or the rights of third parties, they will require the opinion of the user regarding the possible violation within a reasonable period of time. If the user cannot explain the possible infringement within the given deadline, the provider is entitled to delete the alleged content. (3) Should the user transmit user-generated content to the seller in connection with the use of the Life Action Games service, he has to take all appropriate precautions to secure these on a regular basis; for example by creating backup copies in the form of Word, Excel or other available formats. (4) As long as the user is using Life Action Games service and software, he accepts full responsibility for any activity that occurs on his account and is responsible for the confidentiality of the user account and for safe access to the computer or other devices. The user is solely responsible for the security of the account information, including his or her password. (5) The user is responsible for using Life Action Games Service. Abusive actions are not permitted. In particular, is inadmissible: – Breach the security or authentication measures or otherwise circumvent these measures
- Gaining access of non-public parts of the provider’s services for whose access the user does not have the required permission
- Disturbing or interrupting a user, server, or network, for example, by sending a virus, overloading, flooding, spamming, mail-bombing
- Access or searching through the Services by other means than those available on the public interface of the provider, such as by scraping
- Sending unsolicited sending messages, publicity, advertising or spam
- Sending altered, deceptive or false sender information, including “spoofing” and “phishing”
- Selling services or accounts of the provider’s services without authorization
- Using automated systems or other means for creating a big number of accounts, or accessing the services by means other than through the official user interface or official APIs Dealers
Compensation for the Users’ Delegation of Rights
The provider has no liability for user-generated content. The user is solely responsible for its acts, which are transmitted further to the vendor, and is obligated towards any claims formulated by third parties regarding generation of content. Through the user-generated content, the user grants the provider a once in a lifetime and place unrestricted, irrevocable, royalty-free and under-licensable right to further extensive use of the content in any media, especially the right to reproduction, distribution and processing the information, including the right to translate it. All contents provided by the supplier or the owner of the license under the Life Action Games such as text, graphics, images, illustrations, designs, icons, photographs, collections of data, videos, digital downloads and game software are owned by the supplier or the respective users of the license. These contents are copyrighted. The user is granted a limited, non – exclusive, non-transferable and non-under-licensable right to use Life Action Games Service. Therefore, the user of Life Action Games Service should not copy, reproduce, publish, reproduce, modify, sell, either as direct user of the license or through leasing, lending or under-licensing.
Acquisition of CLUETIVITY®-License and additional services through electronic business transfer
Licenses for using CLUETIVITY® can be purchased via the online shop and provided via e-mail. The user can select the websites that are covered by the required CLUETIVITY® licenses. In this case, the presentation of the licenses and services according to the online catalog represents not a legally binding offer, but a non-committal catalog. Through the online order form, the user can add the desired license and any additional benefits to the shopping cart. By clicking the “Buy Now” or “Place Order” the user makes an offer to add in the cart CLUETIVITY ™ license or additional services provided. The user can correct during the entire loading operation the form leading to purchase by using the “back” function of the browser’s settings or delete or cancel orders by using the “Cancel” button. The license agreement is concluded at latest within 7 working days, after the provider sends an order confirmation with the order summary, the link to the CLUETIVITY® services, or access code to the user’s account via email or the websites available.
Payment of CLUETIVITY®- Licenses and Additional Services by Life Action Games; Delay of payment
(1) The details the provider gives to the user regarding the fee due for using CLUETIVITY® and eventually other additional services are mentioned in the individual order confirmation. All amounts are the net value to which, according to the law, taxes are applicable. The invoice has to be paid within 5 days after receiving the invoice. If the user has chosen “Direct Bank Account” as a payment method the user needs to transfer the amount for the whole year (yearly payment) immediately. If the Life Action Games GmbH does not receive the payment within the next 5 business days after the user received the invoice the order can be cancelled by the Life Action Games GmbH. In this case the Life Action Games GmbH has the right to sell the ordered licenses to another licensee. (2) Regarding the CLUETIVITY® licenses, the invoice states the total amount for the entire period covered, unless agreed otherwise. The provider is entitled to use any of the added payment methods in order to pay the invoices. In case of default of payment, the seller is entitled to process the payment manually, by choosing a different credit card or PayPal account. (4) In case of failure of payment, the right of using CLUETIVITY® is deactivated 30 days after the due date of payment. In case the user had reasonable reasons for not processing the payment, he can be given back the right of using the license after paying the license fee for the entire period of time of the license.
Disclaimer of Warranty
- (1) The website app and services, including all server and network components are provided “as is”, “as available” and without any guarantees whatsoever, to the extent permitted by law. Life Action Games expressly disclaims any automatic or implied warranties, including, but not limited to any implied warranties of merchantability, ownership, suitability for a particular purpose or non-infringement. The user acknowledges that Life Action Games cannot guarantee that the service use is timely, secure, error-free or free of viruses or other malicious software. The information or advice that the users of Life Action Games or the Service receive does not add additional terms to the present conditions.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE SITUATION OF LIABILITY (WHETHER INCLUDED IN THE CONTRACT AND DETERMINED BY STRICT LIABILITY, – INCLUDING NEGLIGENCE – OR OTHERWISE ) the company and its consolidated subsidiaries, CEO, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS SHALL NOT BE LIABLE TOWARDS THE OTHER PARTY OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE MEASURES, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST OF PROFITS, LOST OF SALES OR BUSINESS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS THAT THE RESPECTIVE PARTY OR A THIRD PARTY SUFFERED RELATED TO THE PRESENT CONDITIONS OF SERVICE, WHETHER THE POSSIBILITY OF SUCH DAMAGES HAS BEEN ADVISED OF OR COULD HAVE BEEN FORESEEN. NOTWITHSTANDING, IF ANYTHING RELATED TO THE PROVISIONS COVERED BY THE PRESENT CONDITIONS EXCEED THE OVERALL LIABILITY OF LIFE ACTION GAMES, YOU OR ANY THIRD PARTY PART OF THE PRESENT CONDITIONS CLEAR OR RELATED TO A SUBSCRIPTION OR THE USE OR THE USE OF THE SERVICE IS BORN, THE SUBSCRIPTION FEES FOR THE LAST TWELVE (12) MONTHS BEFORE THE FIRST EVENT DOES NOT APPLY. AS PART OF THE CONTRACT, THE USER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF PARAGRAPH (1) REGARDS THE NEED TO COVER THE POSSIBLE RISKS FOLLOWING APPLYING THE PRESENT CONDITIONS TO THIRD PARTIES AND THE LIMITATION OF POTENTIAL LIABILITY. IN CASE LIFE ACTION GAME WILL CONSIDER ALL THE OTHER LIABILITIES, THE SUBSCRIPTION FEES WILL BE SUBSTANTIALLY HIGHER. LIFE ACTION GAMES BASES ITS DECISION AND EVENTUAL LIMITATIONS ON THE PRESENT CONDITIONS REGARDING THE ACCESS AND USE OF SERVICES. THE CLAIMS OF THE USER FOR DAMAGES ARE EXCLUDED FROM THE PRESENT CONDITIONS. THE FOREGOING LIMITATION OF LIABILITY APPLIES TO THE PERSONAL LIABILITY OF EMPLOYEES, AGENTS AND INSTITUTIONS OF THE PROVIDER. According to some court jurisdictions, the exclusion of implied warranties and the limitation of liability for incidental or consequential damages are not allowed, thus some of the above limitations may not be applicable. According to THESE JURISDICTIONS, the EXTENT of LIABILITY of LIFE ACTION GAMES ARE LIMITED BY THE LAW.
Legal proceedings. Litigation
If the user is a merchant, a legal entity operating under the public law or a public entity, or has no general jurisdiction on the territory of the Federal Republic of Germany, the court of jurisdiction for any disputes arising from the business relationship between the provider and the user is either Berlin or the headquarters of the user. In cases of claims against the seller, however, Berlin is the exclusive jurisdiction. Mandatory statutory provisions on exclusive jurisdiction shall remain unaffected by this provision. According to the international uniform law, only the law of the Federal Republic of Germany applies.
Part II: Special Conditions for purchasing the game software CLUETIVITY® by Life Action Games
These special conditions are governing the acquisition of game software licenses (hereinafter “CLUETIVITY® licenses”) for the server and web applications, applications for mobile devices and applications available on the CLUETIVITY® web pages, as well as for specific games (hereinafter ” CLUETIVITY® missions”) between the Life Action Games GmbH (hereinafter “Licensor”) and the Business customer/contractor (hereinafter “license holder”). The game software CLUETIVITY® is licensed, not properly sold. The use of the mobile apps themselves are free of charge.
Subject of the license
The licensor developed the game software CLUETIVITY® for sales of individual games and game events to end users and corporate customers, as part of team building events and entertaining events, performed by the license holder. For the game software CLUETIVITY® the following CLUETIVITY® missions are currently available: The modern treasure hunts “The Magic Portal” and “Operation Mindfall” for the iPad. The provider is constantly working to develop more CLUETIVITY® missions, each assigned a single license, unless otherwise specified in the offer or the product description. The game software CLUETIVITY® mentioned below refers to the previously mentioned specifically CLUETIVITY® missions and territory, acquired by the license holder. The license holder acquires a CLUETIVITY® license limited for the use for CLUETIVITY® given missions. CLUETIVITY® is operated and provided by the licensor as a web-based SaaS or cloud solution. The license holder is allowed to use CLUETIVITY®, which is available as mobile apps free of charge to use with Internet connection during the license period, its own data stored and processes. (4) Upgrades to other versions of these services, to new, not yet available services are not covered by these license terms. The licensor may provide the license holder with later versions of CLUETIVITY® chargeable or free of charge, at its own discretion. Also, the licensor is entitled to ask for a fee or free of charge, new CLUETIVITY® mission, which is not part of the license agreement, if not otherwise specified in the product description or offer. (5) Installation and configuration services, adaptation of games to the needs of the Licensee or the creation of individual games (Customizing) and software training and beyond the normal operation consultancy are generally not subject to these terms and conditions, but can be agreed separately as an agreement between the parties or defined as part of the offer or the terms of reference. Nature and Extent of the License
The licensor is offering several different licensing products for different use cases: a. BASIC FLAT (license) b. CITY FLAT (license) 3. CUSTOM GAME (license) The specific descriptions of different licenses can be found in Part III of the Conditions. The Licensor shall provide the License holder that acquired CLUETIVITY ™ licenses for the router output of the data center, where the server of the licensor with CLUETIVITY® is located (” transfer date”) available for use. Unless CLUETIVITY® is ran exclusively on the servers of the licensor or service providers acting on their behalf, the purchaser receives as part of the license term a non-exclusive, non-transferable, timely and eventually spatially limited right to install CLUETIVITY® on the screen of the computer and to save it in the main memory of the terminal according to the terms of the contract. The use is limited per license on up to 100 devices for the CITY FLAT license and up to 10 devices for the BASIC FLAT license when it is not otherwise described in the offer or in the tender specifications (Part III of the current Terms). The “devices” mean mobile devices, such as tablets, smartphones, laptops, iPads etc. The License holder is authorized to use the acquired CLUETIVITY® license via terminals on which the software is installed, made available to third parties. The license holder, however, it is not allowed to sell, lend, rent, or license in any other public way the license to third parties. For this, the licensor can grant the licensee separately in a written contract. This issue is regulated through a separate assessment. The acquired CLUETIVITY® licenses are usually tied to a specific territory or location, country, city, county or given coordinates as described in the product description on our website or the paragraph “Territorial Extension” in this license agreements. The license holder is allowed to use CLUETIVITY® only within this territory. The license holder is obligated to use CLUETIVITY® for the specific events and occasions the license was requested. The CITY FLAT license is usually available for a city or a county, specifically listed on the order email confirmation, invoice or listed in the paragraph “Territorial Extension” in this license agreement. The BASIS FLAT license is only permitted for use on a very concrete private area. The concrete private area is communicated to the Licensor by telephone or by e-mail by the license holder at the beginning of the use. The use must not violate third part rights. The use is limited by the licensor to this specific area. For use of CLUETIVITY® to another or several properties, the license holder must purchase additional BASIS FLAT licenses. The use of BASIS FLAT license in publicly accessible areas is not allowed. This is only possible within the CITY FLAT license. The private area for the using of the BASIS FLAT license is outside of cities. Following a specific agreement with the licensor, an extended use of the license may be permitted outside the private area, to a certain extent. However, the consent of the licensor is necessary. In case the license holder is against any of the foregoing provisions, all rights of use issued under these provisions are becoming immediately obsolete and automatically returned to the licensor. In this case, the license holder shall immediately and fully stop using the software. The Licensor will endeavor not to duplicate already licensed cities for specific, so-called “exclusive” missions (such as the Mission Magic Portal) when granting CITY FLAT licenses, thus preserving the exclusivity of a licensee in a particular area. Regarding the CITY FLAT license, Licensor agrees to award the following maximum number of CITY FLAT licenses per city for a specific “exclusive” mission (e.g., Magic Portal), depending on the number of population/residents: <1.000.000 Inhabitants = 1 License 1.000.001 till 2.000.000 Inhabitants = 3 Licenses 2.000.001 till 5.000.000 Inhabitants = 5 Licenses 5.000.001 till 7.500.000 Inhabitants = 10 Licenses 7.500.001 till unlimited inhabitants = 15 or more licenses This restriction applies only in the case of the CITY FLAT licenses and does not apply to BASIS FLAT licenses or CUSTOM GAME licenses or other available or future licenses of the licensor. In addition, the licensor grants the licensee the use of the team building events for companies in the area and for the missions included in the contract. Licensor further grants Licensee the use of the predefined CLUETIVITY® Missions offered under the CITY FLAT license and distributed by the Licensee to end users or corporate customers through Teambuilding events in this area. The area is defined by the official city or state borders, unless otherwise stipulated in additional agreements. This CITY FLAT license restriction applies ONLY to specific pre-made CLUETIVITY® missions.
- New Exclusive and Non-Exclusive CLUETIVITY® Missions and Preemption Option: CLUETIVITY® CITY FLAT missions other than those specified in this agreement are NOT part of a CITY FLAT licensed license unless otherwise agreed in writing between the licensees. CLUETIVITY® strives to develop new CITY FLAT missions every year. These missions can be classified and offered by CLUETIVITY® as “exclusive missions” or “non-exclusive missions”. The licensor seeks to co-operate per city up to a city size of 1,000,000 inhabitants in an ideal case with a single partner in relation to all “exclusive CLUETIVITY® CITY FLAT missions”. In larger cities, in contrast to the above number of CITY FLAT licenses, an additional agreement between the license partners may be agreed in writing.
For example, “non-exclusive” CITY FLAT missions may be games for specific target groups that can be offered and operated in multiple locations within a city or indoor. The classification of which game is considered “exclusive” and “non-exclusive” is the sole responsibility of the licensor. For example, the licensor classifies EINSTEIN UNSOLVED as a non-exclusive game. Because this is an indoor game, Licensor does not count it as a classic CITY FLAT mission. It is therefore the sole responsibility of the licensor to decide under which license terms he offers “non-exclusive missions”.
For “exclusive CITY FLAT missions” the licensor grants the licensee a pre-emption option. For cities with a population of up to 1 million, the licensor will offer the licensee the new “exclusive CITY FLAT Mission” at conditions, license terms and prices set by CLUETIVITY®. The offer can be made in writing, orally or electronically. The licensee has 30 days to acquire the license for the new mission. If the licensee does not acquire the CLUETIVITY® CITY FLAT license for the new “exclusive mission” within this time, CLUETIVITY may sell a new CLUETIVITY® CITY FLAT license for the new mission to another licensee. This applies regardless of the city size. For larger cities, the pre-emptive option does not apply, as there may be multiple licensees, unless otherwise agreed in writing between the parties. The pre-purchase option expires automatically 35 days before expiry of the contract.
Excluded from any terms and conditions in this License Agreement are all CITY FLAT missions developed in conjunction with another rightholder or based on a third party IP (Intellectual Property / Trademark / Other). In this case, the licenser specified here is subject to the respective provisions of the IP contract or the licensing terms of its IP licensor / partner and may, at its discretion, deviate from this license agreement.
- The base price of the licence fee of a CITY FLAT licence for a specific location is calculated and determined by the licensor on the basis of various parameters. The base price is defined here as the “minimum value” of the licence for a given area. This base price may also be lower than the actual value, depending on the case and situation for a given term. The licensor develops a solid basis for the economic success of the licensee with the CLUETIVITY platform, new games, software updates and new products. In addition, the licensor supports the licensee with support, marketing know-how and hardware to build up his business professionally. Within the framework of a successful cooperation with its partners over several years, the licensor strives for a WIN-WIN situation in the long term, in which the licensor also participates in the success together with the licensee. If the estimated sales of the licensee with the licensor’s products develop correspondingly positively, the licensor shall strive for a correspondingly adjusted higher licence fee for the future cooperation. This targeted royalty can be equivalent to a percentage share of the licensee’s potential turnover with the licensor’s products amounting to approx. 20%. For this purpose, the licensor will evaluate the licensee’s performance accordingly together with the licensee. This adjusted licence fee may also include additional games, new software features or technical enhancements.
- The licensee of a CITY FLAT license is allowed to cooperate with, for example, event agencies. These cooperations can be arranged in the forwarding of bookings to the licensee. The licensee of a CITY FLAT license, without the consent of the licensor, is generally not allowed to enter into long-term paid contracts with other companies in which CLUETIVITY products or games are part of the contract. However, upon request of the licensee, the licensor may give its written consent to cooperation between the licensee and various partners. In this case, Part I §3 paragraph (3) of these conditions may not be violated. Sublicensing of CLUETIVITY® or games or tours created with CLUETIVITY® is not allowed. Cooperation with hotels, hotel resorts, campgrounds, parks, climbing parks, castles, castles, resorts, amusement parks and all other similar leisure, tourism and event companies that have their own private grounds and guests or visitors is with the CITY FLAT license is not permitted and requires the consent of the licensor.
Life Action Games has the right to sell the rights in areas of CITY FLAT BASE FLAT in areas of CITY FLAT or other license holders. The use of BASIS FLAT is limited within the area of a CITY FLAT on the private property of the license holder of a BASIS FLAT license. The license holder is not allowed to use CLUETIVITY® for advertising purposes, particularly in the context of games for corporate applications, product events or otherwise marketing events of a third company, provided that the licensor has not granted permission in writing. Example of such an event where the use is not permitted: The company Audi introduces a new model of car, Audi XZ. As part of this launch event, Audi organized a rally across Germany, in which the CLUETIVITY® software is used. For these promotional events, a separate licensed by Life Action Games GmbH is required and is not covered by the basic CITY FLAT license.
The white label option is an additional option available. It can be purchased directly through the normal ordering process or booked separately later. The white label option applies to the entire duration of the CITY FLAT or BASIS FLAT and cannot be paid monthly. After acquiring the white label, this option becomes part of the license. The remaining provisions apply.
The white label option allows the user to mark the missions with their own brand. The licensor provides the licensee with the right to replace the logo of the licensor in the start and end trailer of the game and the advertising trailer with the logo of the licensee. In addition, the licensee acquires the right to use marketing materials of his own logo.
Marketing and Advertising; Using CLUETIVITY®- Advertising materials
The licensor grants the licensee the right to revoke the promotional and marketing materials provided by the licensor for the communication measures within the meaning of these license conditions for the duration of the license term. The licensee is prohibited from offering marketing services or any other services (such as consulting or setting up games on site) and marketing Cluetivity missions or games created with Cluetivity to other Cluetivity licensing partners or having similar contractual relationships with them without the written consent of the licensor to enter this.
Licensee may operate offline marketing activities (such as distributing flyers, placing posters, displaying in local print media, etc.) only within its defined license area of Cluetivity City Flat. This also serves to protect the licensee himself. The promotion of missions for non-licensed territories is not permitted and requires the Licensor’s written consent.
For the duration of the license period, the licensor grants the license holder the revocable right to use the promotional and marketing materials provided by the licensor for the purpose communication activities additional to the license conditions. The license holder, independently of a white label option, is committed to mention on all occasions the CLUETIVITY® brand. For this purpose, the licensor is obliged to integrate the following text to its website, ” … in cooperation with CLUETIVITY® (www.CLUETIVITY.com)”. In addition, the license holder is obliged in all press releases, or other public presentations related to CLUETIVITY® software to mention the name of the software. The license holder is prohibited to promote CLUETIVITY® software or games as its own software or to publish additional materials without this mention. The licensee is not permitted Internet domains or company names that contain the mark “Cluetivity” (eg www.cluetivity-games-uk.com) or the name of a cluetivity mission (eg www.magic-portal-detuschland.de) to register or operate. Furthermore, the licensing partner is not permitted to copy the website texts of the licenser 1: 1 and use them on his website. The licensor endeavors to provide corresponding product descriptions or texts for missions.
Duration and Customer Assistance
The license is usually granted for a period of 12 months, unless otherwise agreed in writing. The start of the contract is in each case the day of the order or the order confirmation on the acquisition of the license or the summary of the order on the websites of the licensor. The licensee has the right of first refusal to renew the acquired CITY FLAT license at the conditions of the services provided by the licensor at that time up to 30 days before expiry of the license. As the performance of the Software and CLUETIVITY® Missions may change during the license term, Licensor may, at its discretion, adjust the terms of renewal of the CITY FLAT licenses. If the licensee does not fulfill the right of first refusal of the right of first refusal up to 30 days before expiry of the license, the licensor shall be free to assign the license to a new licensee. After expiration of the license term of e.g. 12 months, the contract is extended indefinitely. He is then with a period of one week at the middle and at the end of a calendar month from both sides properly terminable. Notwithstanding Licensor’s applicable licensing terms, the licensee will no longer have pre-emption rights or options / pre-purchase options or one-way renewal options during this period. The additional contract period will be charged separately to the licensee.
The license agreement may be terminated before the deadline by the licensor when there is a very important reason. An important reason entitling the licensor to terminate the contract is when the license holder did not respect the initial rights of using the license. In case of termination of the contract, the license user has to abandon the use of CLUETIVITY®.
License Fee and Delays
The payable fee for granting the use of CLUETIVIY license is mentioned in the invoice sent for the license acquisition. With regard to the payment of the net fees, for using CLUETIVITY® see Part I, para. 6 of the these Conditions. If the license period does not begin on the first day of the month, the license fee is calculated from the first following full calendar month. In case of delay of payment, the device used for using CLUETIVITY® will be blocked the 21st day after the due date of payment. As part of the agreed minimum license period, an activation of CLUETIVITY® after this deactivation is possible, if the license holder pays back the due amounts. If the CLUETIVITY® license is no longer tied to the minimum term, a new activation is no more possible. In this case, in order to use CLUETIVITY®, a new license acquisition is necessary.
Maintenance & Updates
The Licensor warrants that the maintenance of the agreed quality of CLUETIVITY® during the license period preclude any third party rights. The licensor shall rectify any possible inaccuracies and deficiencies of CLUETIVITY® in a timely manner. In order to keep CLUETIVITY® updated, the provider may offer at any time and without prior notice automatic or manual updates of the services and game content. The license holder is encouraged to install appropriate and compatible software updates to the operating system on the devices operating the games offered by CLUETIVITY® and of the necessary services and new software operating systems.
Obligation to cooperate of the license holder
The license holder agrees to follow the instructions included in the manuals provided to use the software. The training for using the software can also include phone and online training, video tutorials, software tutorials or other methods.
Competition restriction and contractual penalty
The Licensee undertakes not to develop, offer, use or distribute any software or games comparable or in competition with CLUETIVITY® either alone or with third parties and thereby compete with the Licensor’s games or software in its license area to step. If the licensee establishes such a competitive relationship, the licensor is entitled to an extraordinary termination right. All rights of use granted under these terms and conditions will become invalid upon termination and automatically revert to the licensor. Licensee must discontinue use of the Software and Games immediately and completely. Fees already paid and any renewal fees paid in advance by the licensee will not be refunded in this case. Other regulations than those listed here require the written consent of the licensor.
Remote Game Reseller License Agreement
Cluetivity is developing a new product and license which is called Remote Game Reseller License. This product is currently in development. In order to be legit to purchase Credits for Remote Games a Cluetivity licensee must have a local Remote Game Reseller License for his city. The terms of this license are currently in development. The licensee can be granted the opportunity to test the new Remote Games currently being developed by Cluetivity. As the software is currently in the development phase, the product name, all functions as well as the general conditions defining the possible applications of the software and the product for the licensee are subject to change by the licensor. That is why, now and for the future it is incumbent upon the licensor to define and differentiate the aspects of the product variant. It is in sole discretion of the licensor to decide if and if yes which version will be made available to be used by the licensee. Here some first rules of usage:
- Those conditions can be changed by the licensor at any time as the product is in development. The licensor can modify all conditions or cancel the agreement unilaterally at any time and without the agreement of the licensee.
- The licensee can market the Remote Product only locally in his or her city (if not based on an existing CityFlat license the territory must be discussed with and agreed by the licensor before starting any activities).
- The Remote Reseller License is meant for the LOCAL use and should not be used for a marketing outside the city. Also marketing activities like online marketing must be done local in the city and not outside in other cities. This way the licensor is trying to protect other Resellers.
- The licensor will not do any refunds for remote codes.
- Any unclear situations or any use cases not clearly covered by this agreement must be agreed by the licensor.
Part III: Performance specifications of CLUETIVITY® Games-Software
CLUETIVITY®-Mission „The Magic Portal“
|BASIC FLAT LIZENZ||CITY FLAT LIZENZ|
|CLUETIVITY®-Missions||The missions “The Magic Portal” and “Operation Mindfall” are included free of charge.||The missions “The Magic Portal” and “Operation Mindfall” are included free of charge.|
|Licensed territory and territorial protection||Private property (not a public areas) such as camping parks, resorts and more.||Territory as listed in the offer and the order confirmation for the user. For example city, county, state or otherwise. The territorial borders for the licens are the official borders of the in the product description and/or order confirmation described cities, counties or countries. Terrotorial Protection applies to specific Missions and depends on the size of the city in terms of population as mentioned in the paragraph “Subject of the license” in these terms|
|Number of simultaneously playable devices||5||50|
|Provided routes||limited to 20 Routes (additional routes on request)||limited to 50 Routes for Cluetivity 1.0 and 100 routes for Cluetivity 2.0 (additional routes on request)|
|Further Limits||Further Limits (for example Provided online storage in the customizer tool for uploading own pictures and videos) are freely definable and customizable by the licensor and are not regulated in this contract.||Further Limits (for example Provided online storage in the customizer tool for uploading own pictures and videos) are freely definable and customizable by the licensor and are not regulated in this contract.|
|Settlement of games / payment model||Flatrate: Unlimited Game Events included||Flatrate: Unlimited Game Events included|
|Sales audience||Consumers and businesses in the context of team building events||Consumers and businesses in the context of team building events|
|Support||Premium Support : access to the online Help Center , Video Tutorials , email support||Premium Support : access to the online Help Center , Video Tutorials , email support , phone support|
|Training on software and games||Not included||Up to 1 hour free telephone or online training on software, games and marketing/sales|
|Updates||Free updates of the software tools provided at the time of signing the contract (game apps, customizer tool and game server). Operating system updates, for example Android version is included free of charge . Updates of CLUETIVITY ™ missions to new languages are included free of charge.||Free updates of the software tools provided at the time of signing the contract (game apps, customizer tool and game server). Updates of CLUETIVITY ™ missions to new languages are included free of charge.|
|White-Label-Option||Not included. Optional acquirable or added bookable for license||Not included. Optional acquirable or added bookable for license|
|ActionPack-Playing bags||Not included. Optional acquirable or added bookable for license||Not included. Optional acquirable or added bookable for license|
Part IV: Use of CLUETIVITY® Hardware
The Licensor sells Cluetivity hardware, excluding any warranty. Any liability for defects is excluded.
Your acceptance of these terms
By using this Site, you signify your acceptance of this policy. If you do not agree to this policy, please do not use our Site. Your continued use of the Site following the posting of changes to this policy will be deemed your acceptance of those changes.
Return and Refund Policy
CLUETIVITY® offers a fully-functional free trial version on its software products such as CLUETIVITY® “The Magic Portal” game therefore: All sales on these products are considered final. For subscription products (CITY FLAT License and BASIC FLAT License) we will charge a standard monthly or yearly fee based on your account plan. The Service is billed in advance for each month or year, and is non-refundable. There will be no refunds or credits for partial months of service, or refunds made should you not use the Service during a period of time when your account is open. For any exceptions to the above:
- All requests for a return/exchange exception must go through a CLUETIVITY® representative and require the approval via written email from either the CFO or accounting designee of the Life Action Games GmbH (the company behind the product CLUETIVITY®).
- A minimum of 30% handling fee of the invoice total will apply to all returns (this does not apply to exchanges).
- Credit Card fee and Shipping & Handling is non-refundable.
For the ActionPack™ Playing Bag product we offer our customers a refund within 7 days after purchase or after customers have received the ActionPack™. If customers want to return an ActionPack™ they need to make sure to fulfill these conditions:
- Product must be returned in its original packaging
- Product isn’t used or damaged
- Product must have the receipt or proof of purchase
We will not refund an ActionPack™ if it doesn’t meet these conditions. The customer pays for the shipping costs, in case of a return. We do not offer refunds on any sale items. All requests for a return/exchange exception must go through a CLUETIVITY® representative and require the approval via written email from either the CFO or accounting designee of the Life Action Games GmbH (the company behind the product CLUETIVITY®). Credit Card fee and Shipping & Handling is non-refundable.
1. PROCESSING YOUR PERSONAL DATA
1.1. DOWNLOAD THE APP AND ONLINE CUSTOMIZER
When downloading the app, the required information will be transmitted to the Google Play Store if you use our app on an Android device or the Apple App Store if you use our app on an iOS device. Required are, in particular, the username, e-mail address and customer number of your account, time of download, payment information and the individual device code as well as any other data. We have no influence on this data collection and processing and are not responsible for it. We only process the data if it is necessary for downloading the app to your device and for using the online customizer.
1.2. WHEN USING THE APP AND THE ONLINE CUSTOMIZER
1.2.1. Data processing by us
We only process the personal data listed below. In particular, the app does not access further data or transmits it to us or to third parties.
In order to best facilitate the operation of the app for you, personal data of the users / players of the Cluetivity missions can be recorded. During the transfer process, your IP address will be known to us and Google. We process the following data:
Telephone number of the player
– Recorded photos of the players during the game
These data are required if you want to use these features during the game. The legal basis for the processing of this data is Art. 6 para. 1 lit. b DSGVO. Processing is thus carried out on the basis of Art. 6 (1) lit. a GDPR. By using the function “request phone number of the player” as well as “use of the puzzle team photo” you tell us to store this data on the servers we use. Furthermore, by using this feature, you assure us that your players / users / guests / customers have consented to the disclosure of their data (including telephone number and photos). The data is stored by us for the duration of the existence of the license relationship. Deleting your user account deletes this data.
These data are processed on our behalf by the Google service Firebase (https://firebase.google.com). Firebase is a Google company and part of the Google Cloud Platform. We are therefore submitting the data listed above to Google Firebase in the United States (Google Inc., 1600 Amphitheater Parkway, Mountain View, CA 94043, USA). During the transfer process, your IP address will be known to the service.
To transfer the data between their mobile devices (such as iPad) and google servers, they are also stored temporarily (unencrypted) at Firebase.
1.2.2. Usage analysis by Firebase Analytics
In order to further improve the app, these statistics will tell you how to use them, such as how often, on what days, and on what devices. Our app uses technology from Firebase Analytics or Google Analytics for Firebase. Therefore, we will anonymously submit this data to Google Firebase in the United States for analysis (Google Inc., 1600 Amphitheater Parkway, Mountain View, CA 94043, USA). On our behalf, Google Firebase evaluates the data on the way you use our app, as this data is necessary for us to ensure the stability and security of the app and further improve. The data collected in this way will not be merged with your other profile information, but will be included in anonymous statistics that will help us get to know our users better and better tailor the app and our software to their needs. This processing is necessary to ensure and further improve the stability and security of the app and software and is based on Art. 6 para. 1 sentence 1 lit. f DS-GMO.
1.2.3. Crash reports by Firebase Crashlytics
In order to further improve the app, reports will be sent to us in case of a crash. Our app uses technology from Firebase Crashlytics. Therefore, we will anonymously submit this data to Google Firebase in the United States for analysis (Google Inc., 1600 Amphitheater Parkway, Mountain View, CA 94043, USA). On our behalf, Google Firebase evaluates the data related to the crash of our app. It collects information about the device you are using and how we use our app (for example, the timestamp of when the app was started, and when the crash occurred) that allows us to diagnose and resolve problems. However, in individual cases, these data may also contain personal data if these data are the cause of the faulty behavior. This personal information will not be merged with your other profile information. The processing of this data is necessary for us to further improve the stability and security of the app and is done on the basis of Art. 6 para. 1 sentence 1 lit. f DS-GMO.
Created by the law firm SPIRIT LEGAL LLP
UK Office 58-60 Kensington Church Street London, W8 4DB United Kingdom
German office Petersstraße 15, 04109 Leipzig Germany
FOR THE INTERPRETATION OF THIS TREATY THE GERMAN VERSION OF THESE TERMS IS DECISIVELY.
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