Latest Update: November 10, 2022 Effective Date: November 10, 2022
1. About These Terms
1.1 These Creator Terms (the “Creator Terms”) are entered into by and between you and Clicli Interactive Pte. Ltd., corporation registered in the Republic of Singapore having its principal place of business at 10 Collyer Quay #10-01 Ocean Financial Centre Singapore 049315 (“Clicli”) in relation to the Editor and any related services, content or products. You agree that by accessing and/or using the Editor, you have accepted these Creator Terms. In addition, when using the Editor, you may be subject to any guidelines or rules applicable to such Editor which may be published and/or updated from time to time. For the purposes of these Creator Terms, "you" and "your" means you as the user of the Editor. If you use the Editor for and on behalf of a company, partnership, body corporate or other entity then "you" includes you and that company, partnership, body corporate and entity, and you represent and warrant that you are an authorized representative of the entity with the full authority to enter into legally binding agreement of these Creator Terms on behalf of the company, partnership, body corporate or entity
1.2 These Creator Terms may be updated from time to time and posted within the Platform. Clicli will provide you with notice of any materials updates or modifications to the Creator Terms via email or via posting on the website and you are deemed to have been notified of any such changes. Any updates to these Creator Terms shall be effective immediately after posting, or such later time as may be specified in the updated Creator Terms. Your continued use of or access to the Game will be deemed as your acceptance of the updated Creator Terms.
1.3 BY ACCESSING AND/OR USING THE EDITOR, YOU CONSENT TO ENTERING INTO THIS CREATOR TERMS ELECTRONICALLY, AND TO THE STORAGE OF RECOREDS RELATED TO THIS CREATOR TERMS IN ELECTRONIC FORM.
2.1 Derivative Product(s) shall mean any tangible products related to the Game and Materials, including but not limited to books, art album, toys, stationery, accessories, character figures and clothing.
2.2 Editor shall mean the editor program developed by Clicli, which enables you to make Game(s) and upload Materials to the Platform.
2.3 Game shall mean all the game(s) provided by your account, whether or not developed solely by you, including but not limited to, all programs, the game material (any audio, visual, graphic solution, software text element, statement, symbol, character, disposition, image) and all information contained in the Updates.
2.4 Game-Play Data shall mean a complete collection of data related to the game-play information, including but not limited to: the identical number in the Game, character appearance (face/body) and attributes (level/experience points/skills), item inventory and other statistics of each and every one of the Users. For the sake of avoidance of doubt, Game-Play Data shall not include User Information.
2.5 Localized Content shall mean the content that includes but not limiting to, creations of game items specific to local holidays, modifications to accommodate legal requirements and cultural standards of the target country(ies), alterations to better fit the local target demographics, translation of Localization Kit into the target language and designing the UI etc
2.6 Materials shall mean the Game, and any other material provided to Clicli by you. For the avoidance of any doubt, Materials shall not include any source codes in relation to Game or any content licensed to you by a third party, unless otherwise agreed by you and Clicli separately.
2.7 Platform shall mean the game platform developed and operated solely by Clicli, including but not limited to the website: https://www.theclicli.com.
2.8 Promotional Material shall mean advertising, publicity and other activities and campaigns for the purposes of distribution, sale and operation of the Game, promotion of the brand recognition and increase of the number of users.
2.9 Territory shall mean all countries and territories excluding mainland China.
2.10 Update shall mean upgrades, revisions, patches, enhancements, and/or improvements to the Game.
2.11 User Information shall mean a complete collection of users’ personally identifiable information which user provides upon registration to play the Game and/or use the service of the Game, including, but not limited to, user name, account information, ID card No., E-mail address, phone number and other information related thereto. To avoid any doubt herein, the identical number of user in the Game shall be excluded from User Information.
3. Grant of License
3.1 Subject to your compliance with this Creator Terms and other rules published by Clicli, Clicli hereby grants you a non-exclusive, limited, revocable, non-transferable license to use the Editor.
3.2 Upon uploading the Game to the Platform by you, you agree to grant Clicli an exclusive, non-transferable right and license:
(a) to copy, store, publish, promote, market, display, distribute, operate, service, translate, localize and sell the Game in the Territory on the Platform, provided that the charging scheme shall be determined by you at its sole discretion;
(b) to use, copy, adapt, reproduce, translate, localize and display the Materials in the Territory for the purpose of promoting and marketing the Game;
(c) to use, copy, adapt, reproduce, translate, localize and display the Materials in the Territory for the purpose of promoting and marketing the Platform.
3.3 Upon you uploading the Game to the Platform, you agree to grant Clicli an exclusive and non-transferable right and license, within the Territory to adapt and modify the Game and/or Materials to any works (“Works”) in any forms (including but not limited to independent games, fictions, movies, TV series and audio works) and publish, operate, promote and distribute the aforesaid Works. You further agree that Clicli is entitled to act as your agency and to sublicense the aforesaid right to its affiliates and/or any third party in the name of Clicli at its own discretion. The details of the aforesaid sublicense shall be mutually agreed upon by you and Clicli through a separate agreement. In order to avoid doubt, Clicli shall not sublicense the Gmae and/or Materials to any third party without the prior written consent made by you.
3.4 Upon you uploading the Game to the Platform, you agree to grant Clicli an exclusive and non-transferable right and license within the Territory to design, manufacture, market and sell the Derivative Product(s). The details of the aforesaid shall be agreed upon by the You and Clicli through a separate agreement. In order to avoid doubt, Clicli shall not design, manufacture, market and sell the Derivative Product(s) without the prior written consent made by you. 3.5 Clicli may sublicense any of its rights hereunder to any third party without obtaining your prior approval, provided that such sublicense shall not be detrimental to you.
4. Priority & Exclusivity
4.1 You hereby agree that, in the event that you create, develop any games, writing, materials or any part thereof use the same name as one of the Game or Materials, or any games, writing, materials or any part thereof based on or related to the Game or Materials (including but not limited to any sequel, fanfiction, extra story), Clicli shall have the priority right to cooperate with You. You shall not cooperate with any third party concerning the aforesaid games, writing, materials or any part thereof unless Clicli explicitly waive its priority.
4.2 You hereby agree that, until this agreement is terminated, you shall not cooperate with any other platform which compete with the Platform.
5. Royalty & Taxes
5.1 In consideration of aforementioned licenses granted or to be granted by you, Clicli will pay you a royalty (“Royalty”) monthly in arears equal to 70% of the net revenue of the Game. The amount of Royalty payable is updated on the 15th day the following month, e.g. the Royalty of January shall be available to view on your account on 15 February.
5.2 The minimum amount available to be transferred to your bank account shall be USD 100.00 (One Hundred US Dollar only). If the amount of Royalty does not reach USD 100.00 for 3 (three)consecutive months, you are entitled to transfer the remaining balance of the Royalty in full only in following month. In order to avoid doubt, every time you choose to transfer the Royalty to your bank account, you are required to transfer the Royalty in full and in one time.
5.3 You hereby warrant and represent that all the payment information (including but not limited to your bank information) is true and authentic and personal to you.
5.4 All payments hereunder include any and all taxes, fees and duties, including, without limitation, withholding tax, value added tax and sales tax, and Clicli or its affiliate shall be entitled to deduct, set-off or withhold the amount of any such taxes, duties from payments due to you hereunder in accordance with the applicable laws.
5.5 Clicli may authorize any of its affiliate to pay the Royalty, and Clicli shall not be liable for any delay in payment arising from any foreign currency restrictions imposed by any governmental entities and/ or any other reasons beyond Clicli’s reasonable control.
6. Intellectual Property Rights
6.1 Notwithstanding anything to the contrary contained herein, any and all rights related to the Game and the Materials shall be jointly owned by you and Clicli.
6.2 Any and all rights related to the materials provided by Clicli are solely owned by Clicli (“Clicli Materials), including but not limited to template, music, artworks, Editor and the Platform. Nothing contained herein, nor the exercise of any rights granted to you hereunder, shall be construed as granting you any title to, or ownership of, the Clicli Materials.
6.3 Any and all rights related to the Localized Content, Promotional Materials and any other works and materials developed by Clicli or any third party designated by Clicli for the purpose of adapting, manufacturing, publishing, distributing, operating, promoting or other means of use the Game are solely owned by Clicli.
6.4 Any and all rights related to the Game-play Data shall be the sole property of Clicli.
6.5 You agree to protect the Clicli Materials and to ensure that no unauthorized persons have access to the Clicli Materials, and you shall refrain from any duplication or reproduction thereof, except as specifically permitted herein. Any use of the Clicli materials not expressly approved by Clicli in writing shall be deemed “Prohibited Use” and shall constitute a material breach of these Creator Terms. Without limiting the generality of the foregoing, Prohibited Use shall include but not limited to (i) any addition, duplication, modification, adaptation and change to the Clicli Materials not approved by Clicli in writing, unless otherwise expressly stated herein, (ii) reverse engineering, reverse assembly and reverse compilation of the Editor.
6.6 You may register trademarks and software copyright upon prior written approval of Clicli regarding the Game, provided that the trademarks and software shall be jointly owned by you and Clicli. The details of the aforesaid registration shall be agreed upon by you and Clicli in a separate agreement.
6.7 When you become aware that a third party is or may be making unauthorized uses of the Materials and/or any part thereof in the Territory, you shall immediately notify Clicli and may, at your own cost and expense, take appropriate actions to stop such unauthorized uses. All actions to be taken by you hereunder shall be subject to prior written approval of Clicli. Clicli will provide reasonable cooperation and assistance to you for any approved action, upon your request. With respect to all claims and litigations regarding the unauthorized use of the Materials, you shall have the right to employ counsel at your own cost and to handle the claim and litigation and receive all the proceeds derived out of such actions. Subject to agreement by Clicli, upon request by you, Clicli may take actions to stop the unauthorized users and you shall reimburse any Clicli reasonable costs and expense and Clicli may deduct such costs and expense from the Royalty.
6.8 In the event that the Materials contain any third party intellectual property rights, you shall provide the relevant authorization of such third party intellectual property rights to Clicli and in addition to clause 11.1 below, shall indemnify and hold harmless Clicli against any and all liabilities, costs, expenses, demands, claims, and actions as result of your infringement of any third party intellectual property rights.
7. Clicli’s Obligations
7.1 Clicli shall be responsible for the publication, distribution and acquisition of relevant governmental approval (if any) of the Game at its own cost.
7.2 Clicli shall review the content of the Game and any and all Materials, provided that such review shall not be deemed as Clicli’s responsibility for the legal compliance of the Game and the Materials and you shall not take this as an excuse for non-breaching.
7.3 Clicli shall pay the Royalty as agreed by you and Clicli.
7.4 Clicli shall be responsible for, and shall provide Customer Service to end-users. Such Customer Service shall be at least equivalent to or higher than the industry standard in the relevant Territory. “Customer Service” means the resolution of issues pertaining to the availability and function of the Platform and shall include all technical support of the Game and Platform. In order to avoid doubt, any issues related to the content of the Game shall be dealt with by you.
7.6 Clicli shall use reasonable endeavors to maintain the safety, effectiveness and accuracy of the Editor and the Platform at its own cost. In the event that any abnormality is found, Clicli will use commercially reasonable efforts to resolve it. Notwithstanding the aforesaid, Clicli shall not be liable for any direct or indirect losses incurred or to be incurred.
8. Your Obligations
8.1 You shall comply with any and all policies and rules concerning the Editor and the Platform formulated by Clicli which may be amended and revised from time to time at Clicli’s full discretion.
8.2 You shall use best endeavors to provide assistance to Clicli, including but not limited to provide the letter of authorization to enable Clicli to exercise its license and other rights granted herein.
8.3 You shall not use or authorize any third party to use the name of the Game and/or any Materials, or the name, the pseudonym of yourself or any names, pseudonyms alike. Notwithstanding the aforesaid, you may allow the user to create non-commercial fan works (including but not limited to artworks, fictions and derivative games) based on the Game and/or any Materials, provided that the aforesaid derivative works shall be provided free of charge.
8.4 You shall revise and amend the Game and Materials within designated period if required by Clicli. Otherwise, Clicli shall have the right to remove or suspend the availability of any Game and/or Materials at its own discretion.
9. Representations and Warranties
You hereby represent and warrant that:
a. you have the right, power and authority to fully perform relevant obligations hereunder and the professional experience and skill to perform the obligations required hereunder;
b. any and all Materials do not infringe the rights of any third party;
c. there is no outstanding contract, commitment or agreement to which you are a party or legal impediment of any kind known to you which conflicts with this Creator Terms or might limit, restrict or impair the rights granted to Clicli hereunder;
d. you will comply at all times with all applicable laws, rules, regulations, and ordinances of any governmental and regulatory bodies in the Territory and of Platform with respect to the publish, distribution, operation and exploitation and other activities with respect to the Materials;
e. you will not do anything or omit to act in any way that will derogate or will likely to be derogatory or otherwise disparage Clicli, its name or reputation, the Platform or any other goodwill associated therewith;
f. the Materials do not contain anything that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, discriminatory, pornographic, sexually explicit or otherwise, nor do the Materials contain anything that contains viruses, corrupted data, or other harmful, disruptive or destructive files, or anything in breach of the Development Guidelines (https://www.theclicli.com/help);
g. the Materials do not contain anything that will be made in breach of any legal duty owed to a third party, such as contractual duty or a duty of confidence.
10. LIMITATION OF LIABILITIES
10.1 YOU AGREE AND ACKNOWLEDGE THAT THE EDITOR AND THE PLATFORM AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
10.2 EXCEPT AS OTHERWISE AGREED HEREUNDER, IN NO EVENT WILL CLICLI BE LIABLE TO YOU FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) IN CONNECTION WITH THE PERFORMANCE OF THIS CREATOR TERMS, WHETHER SUCH DAMAGES ARE BASED ON BREACH OF THIS CREATOR TERMS OR WARRANTY, TORT, OR ANY OTHER LEGAL THEORY.
11. General Indemnification
11.1 You agree that you will be responsible for your use of Editor, and you further agree to defend, indemnify and hold Clicli and/or its affiliates, and the officers, directors, shareholders, agents, employees and assignors of each, harmless from and against any and all claims, demands, suits, judgments, losses, or expenses of any nature whatsoever (including attorneys’ fees) arising directly or indirectly, in whole or in part, from or out of any actual or alleged:
a. access to, use of, or alleged use of the Editor;
c. violation of any applicable laws or regulations;
d. infringement of third party rights due to grounds not attributable to Clicli; and/or
e. any dispute or issue between you and any third party.
11.2 Clicli reserves the right, at Clicli’s own cost, to take on the exclusive defense and control of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with Clicli defense of that claim.
11.3 In the event of a third-party claim against Clicli, you agree to assist Clicli promptly in the defense of any and all claims subject to your indemnification obligation herein and promptly provide all information which may be helpful for evidence or other purposes.
11.4 The indemnification obligations shall extend to claims occurring during your use of the Editor and/or after the termination of your use of the Editor.
12. Termination of Service
12.1 Clicli may terminate the Service hereunder in any of the event set forth below:
a. a receiver or judicial manager is appointed over Clicli’s assets or business;
b. Clicli passes a resolution for voluntary liquidation or dissolution
c. a petition in bankruptcy is filed against the Clicli and such petition is not removed or resolved within thirty (30) calendar days;
d. Clicli becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to applicable bankruptcy law
e. a court of competent jurisdiction issues an order of dissolution or insolvency with respect to Clicli;
f. Clicli enters into any voluntary arrangement with its creditors or discontinues or threatens to discontinue to carry on its business; or
g. Governmental Entities in the Territory revoke, withdraw the license, approval, registration, permit, certificate for operation and distribution of the Game or the Platform.
12.2 Clicli may terminate the Service hereunder in the event that you breach the policies and rules concerning the Editor and the Platform formulated by Clicli, which according to the aforesaid policies and rules will result in the termination of the Service. Upon the aforesaid termination, Clicli shall have the right to delete your account and you hereby agree to transfer all the intellectual property rights of the Game and related Materials to Clicli at your own cost and Clicli shall be the sole owner of the Game and the Materials.
12.3 You may terminate the Service for any cause upon sixty (60) days advance notice to Clicli, and upon receipt the aforesaid notice, you and Clicli will negotiate in good faith the post-termination obligation subject to the terms of this Creator Terms, provided that:
a. you shall delete your account as a creator and transfer all the intellectual property rights of the Game and related Materials to Clicli at your own cost;
b. Clicli shall transfer all the available Royalty to your bank account.
13.1 As used herein, “Confidential Information” means information which is disclosed by Clicli to you which:
a. is in written, recorded, graphical or other tangible form and marked “Proprietary” or “Confidential”;
b. is in oral form and identified by Clicli as proprietary or confidential at the time of oral disclosure;
c. would reasonably be considered to be confidential information of Clicli at the time of disclosure, or is of clear proprietary or confidential nature, including without limitation Clicli’s technology, business strategies, financial information, operational information, product development and/or release schedule, customers, suppliers, processes, inventions, trade secrets, ideas, designs, research, know-how, business methods and marketing plans; or
d. include memoranda, notes, reports, documents, e-mail and other communication, copies, extracts, computer-generated studies and data of or containing Confidential Information, in any media.
13.2 Confidential Information shall not include information which:
a. at the time of disclosure to you is in the public domain, without your breach of this Creator Terms;
b. you can demonstrate that prior to disclosure hereunder was within the lawful possession of the you, provided that such Confidential Information is not the subject of another confidentiality agreement with Clicli;
c. dependently developed by you without reference to or incorporating any Confidential Information; or
d. is required to be disclosed under laws, rules or regulations of any government entity, or any stock exchange with jurisdiction over you, provided, however, that such you shall promptly notify Clicli and allow such Clicli an opportunity to prevent the disclosure of Confidential Information.
13.3 You shall keep the Confidential Information in confidence and not disclose such Confidential Information to any person or entity without the express prior written authorization from an officer of Disclosing Party. Such authorization may be conditioned upon such person or entity entering into a non-disclosure agreement with you, provided that you shall remain responsible for the compliance by any such authorized recipient of Confidential Information of the obligations hereunder. Notwithstanding the foregoing, you can disclose the Confidential Information to any of your employees, officers, directors, investors, agents, representatives, attorneys, accountants, advisors or consultants (collectively, “Representatives”) , who have a need to know such Confidential Information, provided that such Representatives have non-disclosure obligations to you. You shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own information of like character, but no less than a reasonable degree of care.
13.4 You shall not use any Confidential Information except to performing its obligations or as otherwise expressly provided hereunder. All Confidential Information shall remain the property of Clicli.
14. Governing Law; Venue
14.1 This Creator Terms shall be governed by and construed under the laws of Singapore. Any action or proceeding to enforce the terms of this Creator Terms or to adjudicate any dispute arising out of this Creator Terms shall be brought in the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of SIAC.
14.2 CLASS ACTION WAIVER. To the extent permitted by law, you and Clicli agree that neither of us will assert a claim against the other as a class action, class arbitration, or in any other similar representative capacity. This class action waiver does not prohibit you and Clicli from resolving disputes through a class settlement approved by a court.
15.1 Rules of Construction In this Creator Terms and unless the context otherwise requires:
a. words importing the singular include the plural and vice versa;
b. references to “persons” or “entities” include individuals, firms, corporations, partnerships, governments, agencies of a state, joint ventures, associations and any other incorporated and unincorporated entities;
c. references to “include”, “includes” or “including” (and variations thereof) are to be construed without limitation;
d. headings are for convenience only and shall not affect the interpretation of this Creator Terms.
15.2 Consent to Online Communications
By using the Editor, you agree to receive certain electronic communications from Clicli. You agree that any notices, agreements or other messages that Clicli sends to you electronically will satisfy any legal requirements.
15.3 Prevailing Language
15.4 This Creator Terms constitutes the entire understanding and agreement between the you and Clicli, and supersedes any and all prior or contemporaneous, oral or written, representations, communications, understandings and agreements between you and Clicli with respect to the subject matter hereof.
15.5 You shall not have the right, power or authority to assign this Creator Terms or any of your rights and obligations hereunder to any third party, and this Creator Terms may not be involuntarily assigned or assigned by operation of law, without the prior written consent of Clicli. Clicli may assign the Creator Terms at any time to anyone without notice or consent. This Creator Terms is binding on and inures to the benefit of Clicli’s and your respective successors and assigns.
15.6 In the case any term(s) conflict(s) with the law, the term(s) shall be revised or construed in such a way that the intention of the term(s) can be recovered and embodied in this Creator Terms in the largest extent under the law, and other terms in the Creator Terms shall remain effective.
15.7 Any part of this Creator Terms which by their nature should survive the termination of this Creator Terms, will survive such termination, including article 1, 4, 5, 8, 9, 10, 11, 12, 13, 14 and 15.