Welcome to the Ludei, Inc. (“Ludei”) service (the “Service”). The following Terms of Use govern all use of the Service via the website located at Ludei.com (the “Website”) and the Ludei game development applications (the “Apps”), and all content, services, and products available at or through the Website and Apps, including Cocoon, CocoonJS, and CAAT. Please review the following terms carefully. The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Ludei’s Privacy Statement) and procedures that may be published from time to time on this Website by Ludei (collectively, the “Agreement”).
Please read this Agreement carefully before accessing or using the Website, the Apps, or the Service. It discusses the nature of Ludei’s Service; the rules Ludei expects users to follow on its Website, its Apps, and its Service; the relationship between Ludei and its users; and the legal details that control these rules and relationships. By accessing or using any part of the Website or Apps, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website or use any of the Ludei Apps or Services. If these terms and conditions are considered an offer by Ludei, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
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About the Service. The Service allows users to register for an account through the Apps. Users develop games or other applications (“User Content”) in one of the Service’s acceptable formats. Users then sign into an account and upload the User Content to Ludei’s cloud via the App. The Service converts the User Content to formats compatible with the iPhone App Store and Google Play for Android. The converted files are presented to the user for download, and the original User Content is deleted from Ludei’s cloud. The downloadable files are deleted after download.
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Registration; Rules for Conduct and Use of the Service. If you sign up for the Service or create an account on the Website, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from Ludei. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify Ludei immediately of any unauthorized use of your password and/or account, or any other breaches of security. Ludei will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, password and/or account.
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Use and Conduct Restrictions. You are solely responsible for your account and the activity that occurs while signed in to or while using your account. Your permission to use the Website and the Apps is conditioned upon the following Use Restrictions and Conduct Restrictions. You agree that you will not under any circumstances:
- use the service for any unlawful purpose or for the promotion of illegal activities;
- attempt to, or harass, abuse or harm another person or group;
- use another user’s account without permission;
- provide false or inaccurate information when registering an account;
- interfere or attempt to interfere with the proper functioning of the Service;
- make any automated use of the system, or take any action that Ludei deems to impose or to potentially impose an unreasonable or disproportionately large load on its servers or network infrastructure;
- bypass any robot exclusion headers or other measures Ludei takes to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or
- publish or link to malicious content that may damage or disrupt another user’s browser or computer.
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User Content. When you create an account on the Service, you may be able to upload code through the Apps, provide links on the Website, submit questions to the Website, post material to the Website, participate in discussions on the Website, or otherwise make (or allow a third party to make) material available by means of the Apps, the Website, and the Service (provide “User Content”). You are solely responsible for the content of, and any harm resulting from, any User Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content.
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The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:
You will not post User Content that:
- is malicious, false, or inaccurate;
- contains threats or incites violence towards individuals or entities;
- is pornographic, defamatory, libelous, discriminatory, or racially, sexually, religiously, or otherwise objectionable and offensive;
- is spam, is machine- or randomly-generated, contains unethical or unwanted commercial content designed to drive traffic to third-party sites or boost the search engine rankings of third-party sites, or furthers unlawful acts (such as phishing) or misleads recipients as to the source of the material (such as spoofing);
- contains or installs any viruses, worms, malware, Trojan horses, or other harmful or destructive content; or
- violates the privacy or publicity rights of any third party.
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You represent and warrant that you have the right to post all User Content you submit. Specifically:
- You will not post User Content that is subject to third party proprietary rights, including but not limited to copyright, patent, trademark, trade secret, privacy, publicity, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content;
- The downloading, copying, and use of User Content you post will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- You have fully complied with any third-party licenses relating to the User Content, and have taken all steps necessary to pass through to end users any required terms.
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You hereby affirm that Ludei reserves the right to (i) determine whether any of your User Content submissions are appropriate and comply with these Terms of Service; (ii) remove any User Content from the Service at its discretion; and (iii) terminate your account with or without prior notice.
You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. Ludei is not responsible for any defects, errors, or bugs in User Content provided through the Service. Ludei is not responsible for any public display or misuse of your User Content. Ludei does not, and cannot, pre-screen or monitor all User Content. However, at Ludei’s discretion, it, or technology it employs, may monitor and/or record your interactions with the Service. Without limiting any of these representations or warranties, Ludei has the right (though not the obligation) to, in Ludei’s sole discretion, refuse or remove any User Content that, in Ludei’s reasonable opinion, violates any Ludei policy or is in any way harmful or objectionable, or terminate or deny access to and use of the Service to any individual or entity for any reason.
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License Grant. By uploading any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, and do so grant, to Ludei a royalty-free, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, solely for use in connection with the Service.
By posting User Content to the Website, you expressly grant, and you represent and warrant that you have a right to grant, and do so grant, to Ludei a royalty-free, sublicensable, transferable, perpetual (for the duration of the applicable right), non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, solely for use in connection with the Service. If you delete User Content, Ludei will use reasonable efforts to remove it from the Website, but you acknowledge that due to caching or references to the User Content, the User Content may remain available.
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Online Content Disclaimer. Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Ludei, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Ludei does not guarantee the accuracy, completeness, or usefulness of any information on the Service and neither does Ludei adopt nor endorse, nor is Ludei responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Ludei. Ludei takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Service. Under no circumstances will Ludei be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users.
Though Ludei strives to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable. Ludei reserves the right, but has no obligation, to monitor the materials posted in the public areas of the service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which Ludei deems unlawful, offensive, abusive, harmful or malicious. Ludei shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of misuse of the Service, please contact Ludei at contact@ludei.com.
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Responsibility of Users. Ludei has not reviewed, and cannot review, all of the material submitted to the Website, and cannot therefore be responsible for that material’s content, use, or effects. By operating the Website, Ludei does not represent or imply that it endorses the material there posted, including but not limited to the consultant users who use the Service, or that it believes such material to be accurate, useful, or non-harmful. You agree to take precautions as necessary to protect yourself. Ludei disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
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Third Party Content. As part of the Service, Ludei may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Service subscribers. Ludei has no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. By linking to Third Party Sites or Third Party Applications, Software, or Content, Ludei does not represent or imply that it endorses such site or content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Ludei, and Ludei is not responsible for any Third Party Sites accessed through the Website or any Third Party Applications, Software or Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. If you decide to leave the Website and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that Ludei’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website or relating to any applications you use or install from the site.
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Copyright Infringement and DMCA Policy. As Ludei asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Ludei violates your copyright, you are encouraged to notify Ludei in accordance with Ludei’s Digital Millennium Copyright Act Policy (“DMCA Policy”).
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Termination of Repeat Infringer Accounts. Ludei respects the intellectual property rights of others and requests that the users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Ludei will terminate a user’s access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of Ludei or others. Ludei may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
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DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Ludei’s designated copyright agent at 181 Fremont St, San Francisco, CA 94105.
- The date of your notification;
- A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner;
- A description of the copyrighted work claimed to have been infringed;
- A description of the material that is claimed to be infringing and exact location of the content you claim is infringing, in sufficient detail to enable Ludei to locate and identify that content;
- Your name, address, telephone number, and email address;
- A statement that you: (a) that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (b) that all the information in the notification is accurate; and (c), under penalty of perjury, that you are either the copyright owner or a person authorized to act on behalf of the copyright owner.
If Ludei takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by such party to Ludei. Your DMCA Take-Down Notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.
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Counter-Notices. If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to Ludei’s copyright agent using the contact information set forth above:
- Your name, address, telephone number, email address, and physical or electronic signature;
- A description of the content that has been removed and the location at which the content appeared before it was removed;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
- A statement that you consent to the jurisdiction of the United States Federal District Court for the judicial district in which you are located (or if you are outside the U.S., the U.S. Federal District Court for the Northern District of California), and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by Ludei’s copyright agent, Ludei may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
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Intellectual Property. You acknowledge and agree that while users retain ownership of the User Content uploaded to Ludei’s servers through the Apps, Ludei and its licensors retain ownership of all intellectual property rights of any kind related to the Website and the Service, including applicable copyrights, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from Ludei to you any Ludei or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Ludei. Your use of the Website grants you no right or license to reproduce or otherwise use any Ludei or third-party intellectual property, including but not limited to trademarks or copyright. Ludei reserves all rights that are not expressly granted to you under this Agreement.
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Email Communications. For contractual purposes, you (i) consent to receive communications from Ludei in an electronic form via the email address you have submitted; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Ludei provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
Ludei may also use your email address, to send you other messages, including information about Ludei and special offers. You may opt out of such email by changing your account settings or sending an email to contact@ludei.com. Opting out may prevent you from receiving messages regarding Ludei or special offers.
Communications made through email or the Service’s e-mail and messaging system will not constitute legal notice to Ludei or any of its officers, employees, agents or representatives in any situation where notice to Ludei is required by contract or any law or regulation.
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Termination. Ludei may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
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Payment. Optional paid services such as added features may be available through the Service (any such added features, “Upgrades”). By selecting an Upgrade you agree to pay Ludei the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.
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Disclaimer of Warranties. The Website and the Service are provided “as is,” without warranty of any kind. Without limiting the foregoing, Ludei expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. Without limiting the foregoing, neither Ludei nor its suppliers and licensors make any warranty or representation that access to or operation of the service will be uninterrupted or error free. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
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Limitation of Liability. To the extent permitted by applicable law, in no event shall Ludei, its affiliates, directors, or employees, or its licensors or partners, be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with Ludei or any other user of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Ludei has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Ludei shall have no liability for any failure or delay due to matters beyond its reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
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Release and Indemnification. If you have a dispute with one or more users, you release Ludei (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
You agree to indemnify and hold harmless Ludei, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement.
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Modification of Terms of Use. Ludei reserves the right, at its sole discretion, to amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Website from time to time to view any such changes in the Agreement. Your continued use of the Website constitutes agreement to Ludei’s revisions to these Terms of Use. However, Ludei will notify you of material changes to the terms by posting a notice on its homepage and/or sending an email to the email address you provided to Ludei upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of Ludei’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an Ludei officer. No purported waiver or modification of this Agreement by Ludei via telephonic or email communications shall be valid.
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General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the Ludei Privacy Statement, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
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Miscellaneous. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Ludei to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
You agree that any cause of action related to or arising out of your relationship with Ludei must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Except to the extent applicable law provides otherwise, this Agreement between you and Ludei and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and Ludei agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California, except as provided below in this Agreement.
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
Ludei may assign or delegate these Terms of Service and/or Ludei’s Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without Ludei’s prior written consent, and any unauthorized assignment and delegation by you is void.
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICTY AT LUDEI REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LUDEI AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND LUDEI RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY ONLY BE MODIFIED BY A WRITTEN AMENDMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF LUDEI, OR BY THE POSTING BY LUDEI OF A REVISED VERSION.
