IndieCity Terms and Conditions

Version 1.2

IndieCity is an online marketplace and service provided for digital content creators. As such, IndieCity has not reviewed any of the content made available through IndieCity and has no responsibility to do so. All Products are made available on the basis that IndieCity is not required to and does not review, nor exercise any control or judgment over them, their content nor their functionality.

1. TERMS

  1. 1.1. Please read these Terms ("Terms") carefully, as they apply to all use, access and availability of this Service.
  2. 1.2. In these Terms:
    1. 1.2.1. "Communications" means any content, materials, postings, user generated age ratings, reviews, data, messages and communications sent, submitted, posted, placed on, made to or otherwise communicated to, from or using the Service;
    2. 1.2.2. "App(s)" means the standalone games or applications which are or may be licensed and downloaded using the Service in accordance with these Terms and used in accordance with the applicable EULA;
    3. 1.2.3. "Demo(s)" means the trial version(s) of the App(s) which are or may be licensed and downloaded using the Service in accordance with these Terms and used in accordance with the applicable EULA;
    4. 1.2.4. "DLC" means any additional digital content that can be connected to the App(s) which are or may be licensed and downloaded using the Service in accordance with these Terms and used in accordance with the applicable EULA;
    5. 1.2.5. "Merchandise" means any other digital material that may be licensed and downloaded using the Service in accordance with these Terms and used in accordance with the applicable EULA;
    6. 1.2.6. "Product(s)" means any combination of App(s), Demo(s), DLC, Remix Asset(s), Merchandise or any other digital product that is uploaded, submitted to the Service and/or made available on the Service.;
    7. 1.2.7. "EULA" means the end user licence agreement applicable to Product, which shall be the IndieCity App EULA, or the IndieCity Remix EULA as identified at the point of download, unless an alternative is made available with a Product;
    8. 1.2.8. "Intellectual Property Rights" means copyright, design rights, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets, logos and devices, trade and service marks (whether registered or unregistered) and any applications therefore and all rights in confidential information;
    9. 1.2.9. "Licensor" means a developer or publisher that is registered on the Service as a developer and through which it makes Products and other materials available to other users of the Service.
    10. 1.2.10. "Remix Assets(s)" means digital materials identified on the Service as "Remix Assets" which are or may be licensed and downloaded using the Service in accordance with these Terms and used in accordance with the IndieCity Remix EULA.
    11. 1.2.11. "Service" means the online digital distribution, ecommerce and entertainment platform owned and operated by IndieCity Ltd ("IndieCity") and available at or using www.IndieCity.com, affiliated or partner web sites;
    12. 1.2.12. "Tip Jar" means a function whereby you can make a donation payment to a developer/licensor without receiving any additional rights to Products.
    13. 1.2.13. "www.IndieCity.com" means the web site and materials available at www.IndieCity.com and its sub-domains.
  3. 1.3. By using the Service and each time you do so, you are telling IndieCity that you understand, accept and are able to accept these Terms and agree to be bound by them. If you do not accept or understand these Terms you should not use or access the Service or any part of it.
  4. 1.4. You must be 13 years of age or older to register for the Service. If you are under the age of 18 years and do not understand these Terms please ask a parent or guardian to explain their meaning to you.
  5. 1.5. IndieCity may make alterations to these Terms from time to time and these variations shall become effective immediately upon being accessible from www.IndieCity.com or affiliated or partner web sites. You will be notified of material changes by a posting as you sign in or otherwise access the Service or by email to your current email address as registered with IndieCity. Your continued use of the Service after any changes signifies your acceptance of these changes. If you do not accept changes to these terms you must stop using the Service.
  6. 1.6. By using and accessing the Service you confirm that you have the necessary hardware, software and capability required and that you shall be and shall remain responsible for all fees due in respect thereof. IndieCity shall have no liability in relation to any hardware, software or other services required to make use of the Service.

2. REGISTRATION, ACCOUNT AND PASSWORD

  1. 2.1. In order to use and access the Service you will need to register. To register you will need to submit certain information and choose an account name ("Account Name"), and a Password ("Password"). You may also be required to provide information for identity verification purposes.
  2. 2.2. The Account Name and Password chosen by and issued to you upon registration is personal to you so that you can use and access the Service and must not be disclosed to any person other than IndieCity.
  3. 2.3. You agree, accept and understand that:
    1. 2.3.1. you must ensure that all information held about you by IndieCity is up to date and that you can amend your registration details at any time through the Service;
    2. 2.3.2. you are and shall remain responsible for maintaining the confidentiality of your Account Name and Password; and
    3. 2.3.3. you are solely liable for any use of the Service using your Account Name, and Password.
  4. 2.4. DO NOT SHARE YOUR ACCOUNT NAME OR PASSWORD WITH ANY OTHER PERSON OR ALLOW ANY OTHER PERSON TO USE YOUR ACCOUNT. INDIECITY IS NOT LIABLE FOR ANY IMPROPER USE OF YOUR LOGIN ID, ACCOUNT NAME, PASSWORD, OR ACCOUNT OR ANY USE BY ANY THIRD PARTY. IF YOU THINK YOUR LOGIN ID, PASSWORD, OR ACCOUNT HAVE BEEN COMPROMISED YOU MUST INFORM INDIECITY IMMEDIATELY. INDIECITY WILL NEVER ASK YOU TO DISCLOSE YOUR PASSWORD.
  5. 2.5. You undertake that all the information supplied during registration is truthful, complete and correct. If the information you have supplied is incomplete or incorrect you agree to indemnify IndieCity against any loss or damage incurred by IndieCity and any third parties who may suffer damage as a result of the information that you have supplied.

3. RIGHTS OF USE AND INTELLECTUAL PROPERTY RIGHTS

  1. 3.1. Subject to these Terms and your compliance with them, IndieCity grants you a non-exclusive, non-transferable, personal, limited licence to access and use the Service solely for your personal use only.
  2. 3.2. This licence includes the limited right to download content, materials, data and communications, for purposes solely connected with the personal use of the Service.
  3. 3.3. You may not transfer, sub license or deal in this right without IndieCity's prior written permission.
  4. 3.4. These Terms and the rights granted by them do not give you any title or rights of ownership in any part of the Service or other Intellectual Property Rights subsisting in it.
  5. 3.5. Unless otherwise expressly specified, all Intellectual Property Rights in the Service belong to and vest in IndieCity, or are licensed to IndieCity.
  6. 3.6. All Intellectual Property Rights of IndieCity are hereby asserted and reserved.
  7. 3.7. All third party trade names and trade marks are the property of their respective owners and IndieCity makes no warranty or representation in relation to them.
  8. 3.8. IndieCity does not claim or assert any right title or interest in any third party communications.
  9. 3.9. All Products made available through the Service shall be subject to the terms of the applicable EULA between you and the Licensor, and the licence, use, download or installation of any Product constitutes acceptance of such EULA, unless otherwise stated when a Product installs or runs for the first time.

4. AGENT

  1. 4.1. IndieCity is the owner and operator of the Service through which Products are made available. IndieCity acts as the agent for the Licensor. The rights granted in respect of the Product(s) are granted by IndieCity on behalf of the Licensor. You hereby acknowledge and agree that IndieCity acts as agent for the Licensor in respect of the Products and any agreement for the licence of a Product through the Service will be between you and the Licensor.

5. LICENSING PRODUCTS AND TIP JARS

  1. 5.1. You acknowledge and agree that you will be licensing the Product from the Licensor and that the applicable contract is between you and the Licensor.
  2. 5.2. Products made available on the Service are licensed to you. The Licensor does not sell the products to you. The Licensor making a Product available remains the owner of the Product at all times.
  3. 5.3. You may licence Products using the Service as follows:
    1. 5.3.1. When you place an order for a Product ("Order") this will be deemed an offer to licence the Product for the price stated, subject to these Terms.
    2. 5.3.2. After you have submitted your Order IndieCity will send you an e-mail to confirm that IndieCity (acting as agent for the Licensor) has received it. This email confirmation will be produced automatically so that you have confirmation of your Order details.
    3. 5.3.3. The fact that you receive an automatic confirmation does not necessarily mean that the Order will be met, or that your offer is accepted.
    4. 5.3.4. Once IndieCity has sent the confirmation email IndieCity may (if the Product is available) accept your Order and make the Product available for download by you.
    5. 5.3.5. Following acceptance IndieCity may cancel a licence and not supply the Product if it is reasonable to do so (including without limitation in the event of mistake), and may change or discontinue the availability of any Products at any time at its (and / or the Licensor's) absolute discretion.
  4. 5.4. We try very hard to ensure that all information on this site is accurate. However, just occasionally, an error can occur. If IndieCity discovers an error that affects you IndieCity will notify you as soon as possible. In those circumstances IndieCity reserve the right to cancel or suspend a transaction until the error is corrected and will use all reasonable efforts to ensure the same error does not reoccur and that it is rectified as quickly as possible.
  5. 5.5. The licence of a Product through the Service is a process that commences when IndieCity sends the Product to you or else you or IndieCity commences the download of the Product to your computer, following which you shall not be entitled to cancel your Order.
  6. 5.6. If you cannot use a Product due to a fault within the Product IndieCity will endeavour to provide you with a replacement version to download and if we are unable to do so you may be entitled to a refund.
  7. 5.7. Licensors are able to include Tip Jars on their developer page and on a project page so that other users of the Service may make gratuity payments to the Licensor. Payment by you to a Tip Jar is a gratuity payment to the Licensor and will not entitle you to any benefit or additional rights to Products.

6. PRICE AND PAYMENT

  1. 6.1. Prices are quoted in UK pounds, Euros or US Dollars depending on your geographical location. You must pay in the currency in which the Product price is quoted or is selected. If you do not hold an account in the relevant currency you may pay by debit or credit card (or any other method that IndieCity may introduce from time to time) and your card company should exchange the amount charged to the currency of your country at their current rate.
  2. 6.2. Payment may be required before the Product is provided and, if not, payment is due from the moment the Order is accepted. After you have submitted your Order IndieCity may take and shall be entitled to receive such payment as is due in respect of the Order.
  3. 6.3. Payment may be made by credit card, debit card or any other such method as IndieCity may introduce at its absolute discretion.
  4. 6.4. IndieCity reserves the absolute right to accept or refuse any payment made in any form.
  5. 6.5. We aim to debit money from your account within three working days after receiving your Order.
  6. 6.6. You will not be charged for any Orders that cannot be fulfilled and where appropriate IndieCity will refund to your account any sum deducted by IndieCity.
  7. 6.7. IndieCity cannot guarantee that a particular Product will always be available.
  8. 6.8. To maximise security IndieCity does not hold any credit/debit card details. They are held by third party payment providers.
  9. 6.9. Your credit card company may also do security checks to confirm it is you making the Order.
  10. 6.10. Your statutory rights are unaffected by these Terms.

7. MULTIPLE PROMOTIONS AND VOUCHER CODES

  1. 7.1. IndieCity may from time to time offer discounts, voucher codes, promotion codes or other forms of promotion ("Promotion").
    1. 7.1.1. Promotions cannot be used in conjunction with any other offer or Promotion, unless as otherwise expressly stated by IndieCity.
    2. 7.1.2. Promotions are only valid until the date specified.
    3. 7.1.3. Promotions are only redeemable for licences made on the Service.
    4. 7.1.4. Promotions are not refundable.
    5. 7.1.5. Only one Promotion may be used per customer per transaction.
    6. 7.1.6. We reserve the right to end any Promotions at any time including prior to the advertised end date without notice.

8. PRODUCTS AND COMMUNICATIONS

  1. 8.1. INDIECITY IS NOT RESPONSIBLE FOR THE CONTENT OF ANY PRODUCT OR COMMUNICATION.
  2. 8.2. The Service is an online digital distribution, e-commerce and entertainment service and ancillary to this IndieCity is involved in the transmission, storage, retrieval and dealing with third party content and communications including Products and Communications. Many elements and features of the Service are operated and made available without review, selection or alteration of their content.
  3. 8.3. The views expressed in any Products and Communications are the views of the individual authors and not those of IndieCity unless specified otherwise by IndieCity.
  4. 8.4. The Service includes various types of community moderation functionality to address moderation of materials that appear on the Service. This includes functionality for certain approved users of the Service "Community Users" to undertake moderation of content, including some Products and Communications, which may include pre-moderation and post-moderation. Community Users may include individuals appointed by partners of IndieCity to monitor and moderate materials being unloaded to the Service. Materials and Communications that you submit to the Service may not appear on the Service until such moderation has been successfully conducted. This community moderation system is an automated element of the Service and IndieCity does not itself undertake such moderation and does not manage or approve the moderation undertaken by the Community Users. Accordingly IndieCity is not responsible for requiring, overseeing, enforcing or the effectiveness of any moderation activity or compliance.
  5. 8.5. INDIECITY IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY IN RESPECT OF ANY COMMENTS, AGE RATINGS, REVIEWS, VIEWS OR REMARKS EXPRESSED IN ANY PRODUCT OR COMMUNICATION.
  6. 8.6. BY USING THE SERVICE YOU ACKNOWLEDGE THAT INDIECITY HAS NO RESPONSIBILITY TO REVIEW THE CONTENT OF ANY PRODUCT OR COMMUNICATION AND THAT ALL PRODUCTS AND COMMUNICATIONS ARE MADE AVAILABLE ON THE BASIS THAT INDIECITY IS NOT REQUIRED TO AND DOES NOT EXERCISE ANY CONTROL OR JUDGEMENT OF ITS CONTENT.
  7. 8.7. Notwithstanding the foregoing IndieCity shall be entitled to remove or reject any Product and Communication and remove or suspend your ability to make or access any Products or Communications.
  8. 8.8. You agree that IndieCity may use, publish, edit, modify and adapt your Communications for any and all purposes relating to the Service and the business of IndieCity and you hereby grant it an unrestricted non-exclusive right and licence and all necessary permissions, consents and licences required for it to use your Communications in that way. You further waive all so called moral rights in your Communications.
  9. 8.9. You agree and undertake that you will not post, upload or transmit to the Service any Products and Communications, statement or material, nor use the Service in any way, that:
    1. 8.9.1. is unlawful or which gives rise to civil or criminal liability;
    2. 8.9.2. promotes any illegal or unlawful activity;
    3. 8.9.3. infringes any copyright or other intellectual property right of any third party or assists infringement or piracy;
    4. 8.9.4. includes any computer virus, worms, logic bombs or other malicious software or technically harmful data;
    5. 8.9.5. is unlawfully abusive, pornographic, defamatory, discriminatory or obscene;
    6. 8.9.6. harasses any person;
    7. 8.9.7. markets or promotes any third party for gain;
    8. 8.9.8. interferes with another user's use and enjoyment of the Service;
    9. 8.9.9. impersonates any moderator, administrator or any staff or other persons connected with IndieCity;
    10. 8.9.10. infringes upon or violates any third party's rights, including but not limited to rights of privacy, including unauthorised disclosure of a person's name, e-mail address, physical address or phone number, and/or rights of publicity;
    11. 8.9.11. includes restricted / password protected content or materials;
    12. 8.9.12. exploits any other person;
    13. 8.9.13. solicits passwords or personal information;
    14. 8.9.14. provides instructional information about illegal activities such as dealings in or with illegal weapons or illegal drugs, violating someone's privacy, or computer viruses;
    15. 8.9.15. contains video, photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian);
    16. 8.9.16. tries to gain unauthorised access to any computer, servers or any part of the Service including its servers, network and the computers of other users;
    17. 8.9.17. tries to gain unauthorised access to any profiles, blogs, chat rooms, communities, account information, bulletins, or other aspects of the Service;
    18. 8.9.18. engages in or solicits commercial activities or sales without IndieCity‘s prior written consent such as, without limitation gambling, betting, sweepstakes, sales advertising, investments and pyramid schemes;
    19. 8.9.19. refers to any material that is inappropriate;
    20. 8.9.20. seeks or attempts to make any arrangement to meet a minor or which may have such a meeting as its object or effect;
    21. 8.9.21. contains any restricted material, including but not limited to passwords, medical information or confidential information of any person; or
    22. 8.9.22. solicits, invites, encourages, advocates, incites or provokes any or all of the foregoing.
  10. 8.10. If you discover any material which you believe contravenes these Terms please inform IndieCity or a forum moderator (either by email or using a flagging or reporting tool provided on the Service) with details of the contravention and page you found it on.
  11. 8.11. It is a known risk of internet usage that people are not necessarily who they say they are.
  12. 8.12. People may provide information or behave in a way that is unreliable, misleading, unlawful or illegal. IndieCity has no way of telling if statements made by other users are true. This is a decision that can only be made by you. You should therefore exercise some degree of caution when using any web site. By using the Service you accept that this is the case and accept that you therefore use the Service at your own risk. PLEASE TAKE PARTICULAR CARE IN RELATION TO THE DISCLOSURE OF YOUR OWN PERSONAL INFORMATION SUCH AS YOUR SURNAME, ADDRESS, EMAIL ADDRESS, TELEPHONE NUMBER AND PLACES YOU GO.
  13. 8.13. You acknowledge and agree that, if necessary, IndieCity will communicate with you via the email address you have provided to IndieCity. Notices that are applicable to all IndieCity's customers shall be made available on the Service websites or otherwise within the Service. You will be deemed to have received a notice at the time the email is sent or the time the notice is posted on IndieCity's websites or within the Service.
  14. 8.14. All emails sent by IndieCity and attachments thereto are intended for the addressee only.

9. RESTRICTIONS AND OBLIGATIONS

  1. 9.1. Notwithstanding any other provision of these Terms you agree and undertake not to:
    1. 9.1.1. hack, attempt to hack, modify, adapt, merge, translate, decompile, disassemble, reverse engineer or create derivative works out of the Service or any part of it ("Modifications") except and to the extent that any elements are provided to you with IndieCity's express consent for Modifications;
    2. 9.1.2. remove, disable, modify, add to or tamper with any program code or data, copyright, trademark or other proprietary notices and legends contained on or in the Service;
    3. 9.1.3. create software which mimics any data or functionality in the Service;
    4. 9.1.4. use or deal in the Service except as permitted by these Terms;
    5. 9.1.5. use your access to the Service, or information gathered from it, for the sending of unsolicited bulk email;
    6. 9.1.6. make any public, business or commercial use of the Service or any part of it except as permitted by these Terms;
    7. 9.1.7. provide hypertext links, URL Links, graphic links, hyperlinks or other direct connection for profit or gain to the Service without IndieCity‘s prior written permission; or
    8. 9.1.8. use or process the Service or any part of it unfairly or for any illegal or immoral purpose;
    9. 9.1.9. delete or obscure any copyright, trademark or other proprietary notice on the Service.
  2. 9.2. The Service may only be accessed and used via authorised servers. You must take no action to bypass authorised servers and/or third party software to modify any aspect of the Service.

10. LIABILITY

  1. 10.1. IndieCity provides and maintains the Service, Products and Communications for personal entertainment on an "as is" basis and is liable only to provide its services with reasonable skill and care.
  2. 10.2. Products and Communications and External Sites have not been verified or reviewed by IndieCity and all use and access of Products and Communications and External Sites is made at your own risk. "External Sites" means third party web sites and online services to which the Service links.
  3. 10.3. IndieCity gives no other warranty in connection with the Service, Products or Communications and to the maximum extent permitted by law, IndieCity excludes liability for:
    1. 10.3.1. Products and Communications;
    2. 10.3.2. any loss or damage of any kind howsoever arising, including any direct, indirect, special, punitive or consequential loss whether or not such arises out of any problem which IndieCity has been made aware of;
    3. 10.3.3. the accuracy, currency or validity of information and material contained within any Products and Communications or the Service;
    4. 10.3.4. any interruptions to or delays in updating the Service;
    5. 10.3.5. any incorrect or inaccurate information on the Service;
    6. 10.3.6. the infringement by any person of any Intellectual Property Rights of any third party through any Products and Communications or use of the Service;
    7. 10.3.7. the availability, quality, content or nature of External Sites, Products or Communications;
    8. 10.3.8. any transaction involving External Sites;
    9. 10.3.9. any amount or kind of loss or damage due to viruses or other malicious software that may infect a user's computer equipment, software, data or other property caused by persons accessing, using or downloading the Service, or any Products and Communications; and
    10. 10.3.10. all representations, warranties, conditions and other terms which but for this notice would have effect.
  4. 10.4. IndieCity does not warrant that the operation of the Service or any Products or Communications will be uninterrupted or error free.
  5. 10.5. IndieCity will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including Internet outages, communications outages, fire, flood, war or act of God.
  6. 10.6. Except as provided above there are no other warranties, conditions or other terms, express or implied, statutory or otherwise, and all such terms are hereby excluded to the maximum extent permitted by law.
  7. 10.7. You agree that in relation to your use of the Service you will not in any way conduct yourself in a manner which is unlawful or which gives rise to civil or criminal liability or which might call into disrepute the Service.
  8. 10.8. You hereby indemnify, defend and hold IndieCity and IndieCity's officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs (including reasonable attorneys fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms or claims arising from your use of the Service, Products or Communications and any use of your user account. You shall use your best efforts to cooperate with IndieCity in the defence of any claim. IndieCity reserves the right, at IndieCity's own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

11. TERMINATION

  1. 11.1. Without limiting to any other rights it may have IndieCity may remove, restrict, cancel or suspend access to and use of the Service and any part of it, if it considers (in its sole discretion) that you have breached any of these Terms or if it is reasonable to do so.

12. POLICY ON PRIVACY, DATA, COOKIES AND MARKETING COMMUNICATIONS

  1. 12.1. IndieCity's Privacy Policy forms part of these Terms. View Privacy Policy

13. GENERAL

  1. 13.1. These Terms are subject to your statutory and common law consumer rights and shall not limit any rights you might have that may not be excluded under applicable law nor shall it exclude or limit IndieCity's liability for death or personal injury resulting from its negligence nor any fraudulent representation.
  2. 13.2. These Terms together with all other applicable terms and conditions as made known to you on the Site and Service shall constitute the entire agreement between you and IndieCity and shall apply to the exclusion of all other Terms or conditions of contract which you may propose.
  3. 13.3. Use of the word "including" in these Terms means including without limitation.
  4. 13.4. Failure to enforce any of these Terms will not be deemed a waiver of any term or right.
  5. 13.5. If any part of these Terms is found to be unenforceable, it will be construed as far as possible to reflect the intention and the remainder of the provisions will remain in full force and effect.
  6. 13.6. No representation or warranty is made as to whether the Service complies with the regulatory regime and local laws of any other country from which the Service may be accessed.
  7. 13.7. Use of the Service and these Terms are subject to the laws of England which shall exclusively govern the interpretation, application and effect of all the above permissions, exclusions, licences and conditions of use and shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

14. ABOUT INDIECITY

  1. 14.1. IndieCity is a company registered in England with company number: 7656822 and Registered company address at Regent Square House, The Parade, Leamington Spa, Warwickshire, CV32 4NL, UK.

15. CONTACT INFORMATION

  1. 15.1. All questions, comments or enquiries should be directed:
  2. 15.2. By email to IndieCity at enquires@indiecity.com, and by post to its registered office.
  3. 15.3. We will endeavour to respond to any query or questions within two working days of receipt.

© 2014 IndieCity Ltd. IndieCity is a trade mark and a registered trade mark. All rights reserved. All other trade marks and registered trade marks are the properties of their respective owners.