CurseForge for Studios Terms of Use

Overwolf Ltd., a company organized under the laws of the State of Israel ("Overwolf") makes available the Curseforge platform for user-generated content (“Curseforge”), as well as the CurseForge for Studios suite of tools for game developers to integrate in-game support for user-generated content (“UGC”) in their proprietary game software (the “Game”), which may include APIs, plugins and user interfaces (collectively, “CurseForge for Studios”). "You" or "Developer" means anyone who desires to use the CurseForge for Studios Platform.

Please read these Terms of Use (this “Agreement”) carefully. All use of CurseForge for Studios is subject to this Agreement, which is intended to constitute a legally binding agreement between the parties. By using or downloading CurseForge for Studios or clicking "accept", you signify your assent to both this Agreement and our Privacy Policy. If you do not agree to any terms or conditions of this Agreement, please do not use CurseForge for Studios.

1. CurseForge for Studios Platform. Subject to the terms and conditions hereof, Overwolf grants Developer a limited, non-exclusive license to use the CurseForge for Studios Platform, including all code made available by Overwolf as part of the CurseForge for Studios Platform, and any accompanying documentation files (“Documentation”) solely for the purpose of integrating in-game UGC support for Developer’s game (the “Purpose”). Developer has no ownership or other rights in CurseForge for Studios or any Documentation. Overwolf and its licensors and suppliers retain all right, title and interest in CurseForge for Studios, all Documentation, and all enhancement, modifications and updates thereof, including any derivative works created by Developer, and all intellectual property rights in all of the foregoing.

2. Restrictions. Developer shall use CurseForge for Studios solely for the Purpose and not for any purpose. Developer will not (a) rent, lease, modify, copy, loan, transfer, sublicense, distribute or create derivative works of CurseForge for Studios or Documentation; (b) reverse engineer, decompile, translate, adapt, or disassemble CurseForge for Studios; (c) attempt to disable or circumvent any security mechanism in CurseForge for Studios; or (d) remove or obscure any copyright or other notices from CurseForge for Studios. Developer will moreover not demonstrate or provide CurseForge for Studios to third parties or allow such third parties to perform any of the aforesaid actions.

3. Games and User-Content. Developer will retain sole ownership of any right, title or interest to the Game, but hereby provides Overwolf and users of Curseforge with a non-exclusive, royalty-free, worldwide license to the name, logo and trademarks of the Game and Developer for the purpose of indicating the availability of the Game and UGC in respect thereof. Overwolf does not assert ownership of UGC, though users may grant Overwolf a separate license in respect of Overwolf’s use thereof. Developer may enter separate agreements with end users regarding the ownership of UGC.

4. Payment. Overwolf currently provides CurseForge for Studios at no charge. Payment and revenue share obligations between the parties may be set forth in a separate written agreement between the parties. Developer bears all taxes that may be imposed on Developer as a result of Developer’s use of CurseForge for Studios.

5. The Modding Community. The Developer and Overwolf may negotiate in good faith to develop written community guidelines (the “Agreed Guidelines”) to govern the review, moderation and takedown of UGC related to the Game but, except as may be separately agreed by the parties in writing, Overwolf alone will be authorized to manage and moderate the user community, and any UGC made available by users, on the Overwolf platform or any platform controlled by Overwolf. Should the Developer wish to (a) approach any User, or (b) initiate review, moderation or takedown proceedings in respect of any UGC, then Developer shall submit a request in respect thereof to Overwolf in writing. Overwolf will make good faith, reasonable commercial efforts to process such requests in a timely manner, but reserves the right to review, moderate and takedown UGC. Developer acknowledges that, given legal and regulatory constraints applicable to Overwolf, including in respect of data protection and privacy law, Overwolf may not be able to provide any information (including identifying information) regarding any users or their activities. Developer waives any claims that it may have against Overwolf in respect of any act or omission of Overwolf in the review, moderation or takedown of any UGC by Overwolf.

6. Moderation Privileges. In the event that Overwolf consents to the exercise by the Developer of review, moderation or takedown privileges with regard to any UGC (“Moderation Privileges”), the Developer will (a) use its best efforts to maintain the reputation, trademarks and goodwill of Overwolf and any Overwolf related platform in its exercise of such Moderation Privileges and (b) strictly follow the Agreed Guidelines and any applicable legal obligations with respect to such moderation activities, including any applicable terms of service or any laws or regulations that may limit discretion in the moderation of UGC and (c) adopt, publish and follow written procedures and guidelines as may be reasonably required by applicable law and regulations in order to ensure that neither Developer nor Overwolf shall have any liability for any moderation activities of Developer. Developer shall promptly provide Overwolf with information as reasonably requested by Overwolf regarding the use and application of all Moderation Privileges. Overwolf reserves the right to review and audit the Developer’s compliance with its obligations pursuant to this Section 7 at any time, without prior notice, and Developer shall fully cooperate with such review and audit. Developer shall indemnify Overwolf in respect of any claims against advanced against Overwolf (or its affiliates, employees or directors) in respect of any moderation or takedown activities of Developer. Overwolf may revoke Moderation Privileges at any time upon written notice.

7. Representations and Warranties. Developer represents and warrants that the Game (not including CurseForge for Studios) does not (a) infringe the intellectual property rights or moral rights of any third party, (b) contain any viruses, worms, malware, time bombs or other malicious code or code that would prevent the operation of any software, or interfere with the operation of CurseForge for Studios, (c) contain any free or open source software that may impose any obligations on Overwolf or any creator of UGC.

8. Indemnification. Developer shall defend, indemnify and hold harmless Overwolf from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including reasonable court costs and attorney fees) which Overwolf may (directly or indirectly) suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from or relating to (a) the Game (except CurseForge for Studios) or any UGC, (b) the actions or omissions of Developer, including in respect of its exercise of Moderation Privileges pursuant to Section 7 hereof or (c) a breach by Developer of its warranties in Section 8. In the event of any such claim, Company shall notify Developer of the claim and Developer shall have the right to manage, at its sole expense, the defense of the claim and the settlement thereof.

9. Disclaimer; Limitation of Liability. CURSEFORGE FOR STUDIOS AND ALL DOCUMENTATION ARE PROVIDED “AS-IS”. OVERWOLF EXPRESSLY DISCLAIMS ALL WARRANTIES IN RESPECT OF CURSEFORGE FOR STUDIOS AND DOCUMENTATION INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OVERWOLF SHALL NOT HAVE ANY LIABILITY WHATSOEVER IN RESPECT OF CURSEFORGE FOR STUDIOS, ANY DOCUMENTATION OR THIS AGREEMENT. DEVELOPER UNDERSTANDS THAT OVERWOLF IS PROVIDING CURSEFORGE FOR STUDIOS AND DOCUMENTATION ONLY SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND DEVELOPER EXPRESSLY AGREES TO SUCH PROVISIONS. OVERWOLF FURTHERMORE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY WITH REGARD TO USER-GENERATED CONTENT OR OTHER USER SUBMISSIONS UPLOADED TO ANY OVERWOLF RELATED PLATFORM AS WELL AS ITS GRANTING, CHANGING OR RESCINDING OF MODERATION PRIVILEGES.

10. Confidentiality. All non-public information in respect of CurseForge for Studios or the Documentation, or the methodologies of Overwolf, including in respect of the moderation of UGC, and any other non-public technical or business information provided by or in respect of Overwolf are proprietary and confidential information of Overwolf (the “Confidential Information”). Developer may not disclose such Confidential Information to any third party and may not make any use of such information except as may be strictly required by the Purpose. Developer may provide Confidential Information only for the Purpose and on a “need to know” basis to its employees who are subject to standard written non-use and non-disclosure obligations and provisions sufficient for Developer to observe its obligations and satisfy its representations and warranties under this Agreement. Developer shall be liable for the breach of the restrictions of this Agreement by its employees.

11. Term and Termination. This Agreement shall be in effect from the date accepted by Developer or, if earlier, the date that Developer begins to download or use CurseForge for Studios (the “Effective Date”) and shall continue in effect for a period of three years thereafter (the “Initial Term”). The term of this Agreement shall thereafter renew automatically for subsequent renewal terms of three years each (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless one party provides written notice to the other party of its intention not to renew this Agreement at least thirty days prior to commencement of the applicable Renewal Term. Overwolf may terminate this Agreement upon sixty days prior written notice at any time for any reason. Either party may with written notice terminate this Agreement for the material breach of this Agreement by the other party, where such breach has not been cured within 30 days of the provision of written notice thereof by the non-breaching Party. [Upon termination or expiration of this Agreement for any reason any licenses to names, logos and trademarks provided by the Developer under Section 3 of this Agreement shall survive as may be necessary to maintain the full and on-going operation of any User-Generated Content created during the Term. 2 – 5 and 7 – 12 shall survive the expiration or termination of this Agreement for any reason.]

12. Miscellaneous. This Agreement together with its exhibits and any documents referenced herein (such as any separate writing between the parties concerning payments or revenue sharing) constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. In the event of any conflict or inconsistency between the terms of this Agreement and any referenced document the terms of this Agreement shall govern unless expressly set forth otherwise in the applicable exhibit or referenced document. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement. Overwolf may assign its rights or obligations under this Agreement to an affiliated company or to a successor company, including by way of a merger transaction or a purchase of all or substantially all of Overwolf’s assets or share capital, or to any other company succeeding to Overwolf’s business. Developer shall not assign any of its rights or obligations hereunder without Overwolf’s prior written consent. Assignments in violation of the foregoing shall be void. Overwolf may provide any notices required under this Agreement or any exhibits or documents referenced herein to the contact information provided by Developer as part of registration.

13. Dispute Resolution; Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware, excluding any conflict of laws provisions that would result in the application of the law of another jurisdiction. The United Nations Convention on contracts for the international sale of goods (CISG) does not apply. Any and all disputes, controversies, differences, or claims arising out of or relating to the Agreement shall be resolved through binding arbitration. The arbitration proceedings shall be conducted in accordance with the Commercial Rules of the American Arbitration Association including application of the Optional Rules for Emergency Measures of Protection and shall be governed by the United States Arbitration Act and this Section 13. The seat of arbitration shall be the State of Delaware and the language of the arbitration shall be English. Notwithstanding the foregoing, either party may seek an interim injunction or other interim equitable relief in any court of competent jurisdiction. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by the applicable law and to the extent not already in the public domain. EACH PARTY WAIVES ITS RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION.