GameLoot Developer Distribution Agreement
Last updated: July 10, 2026
GameLoot is a software platform developed by OASIONEER INTERACTIVE LIMITED, a company incorporated under the laws of Ireland with company registration number 816736 (hereinafter referred to as "OASIONEER" or "we"), which enables applications to be distributed through the GameLoot App Store. GameLoot is a product developed and owned by OASIONEER.
By uploading or otherwise making available applications or any other materials under this Agreement, you (on behalf of yourself or the business you represent, hereinafter referred to as "you" or "Certified Developer") agree to be bound by the terms of this Agreement. In this Agreement, "we" refers to OASIONEER or any of its affiliates, and "Certified Developer" refers to the applicant (if registering as an individual) or the business employing the applicant (if registering as a business). Capitalized terms shall have the meanings set forth in Article 1 below.
PART I. DEFINITIONS AND INTERPRETATION
Article 1. Definitions
Unless the context otherwise requires, the following terms shall have the meanings set forth below in this Agreement:
(1) Apps: Software, content and digital materials developed or distributed by the Certified Developer and distributed via GameLoot, including the respective metadata and the digital content or digital goods which Users may purchase within such Apps.
(2) GameLoot App Store: Software developed and provided by OASIONEER that can be accessed by Devices and enables Users to obtain Apps, accessible through the OASIONEER website or the OASIONEER App.
(3) GameLoot Wallet: GameLoot's own payment system used to process payments from end users in the GameLoot App Store.
(4) GameLoot: The software developed by OASIONEER that enables Developers to distribute and monetise their Apps in the GameLoot App Store.
(5) Certified Developer: A developer or distributor of Apps that has adhered to the OASIONEER Developers Program and whose Apps have been certified by the iOS Store.
(6) Certified Developer Account: An account issued to a Certified Developer that enables it to distribute Apps through GameLoot.
(7) Device: Any device capable of accessing the GameLoot App Store.
(8) In-App Products: Items and/or services that Users may purchase within an App.
(9) Services: The services provided by OASIONEER in connection with the distribution of Apps through GameLoot.
(10) Transaction Taxes: Taxes imposed on the purchase price of goods, such as value-added tax (VAT) and withholding taxes.
(11) Users: Owners of Devices who access the GameLoot App Store on their Devices, download and use Apps.
PART II. FORMATION OF AGREEMENT AND CAPACITY
Article 2. Formation of the Agreement
This Agreement (hereinafter the "Agreement") constitutes a legally binding contract between you and OASIONEER regarding the distribution of Apps through GameLoot. If you intend to distribute Apps through GameLoot, you must first accept this Agreement online (by clicking the "I Accept" button). If you do not accept this Agreement, you may not distribute Apps on GameLoot.
Article 3. Capacity and Representations and Warranties
You represent and warrant that:
(1) Only parties who may lawfully enter into and form a contract under applicable law may use GameLoot and the Services;
(2) If you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which you are registered; and
(3) You have all the rights, powers and authority necessary to enter into this Agreement and to perform your obligations hereunder.
PART III. PLATFORM SERVICES AND APP LISTING
Article 4. Platform Overview
OASIONEER has established the Certified Developer Program, which includes the certification of Developers' Apps. Only Apps that have been certified by the iOS App Store may be distributed through GameLoot. GameLoot is a SaaS (Software as a Service) platform developed for professional users for the distribution of Apps. When you register on GameLoot or log in to GameLoot using your credentials for the first time, a Wallet Account will be linked to your Certified Developer Account. All transactions you make through GameLoot will be managed by such Wallet Account.
Article 5. App Listing and Distribution
You may distribute Apps through GameLoot by uploading them to your Certified Developer Account. You acknowledge and agree that, prior to your Apps being listed on the GameLoot App Store and made available to end users, such Apps must have obtained Apple's prior approval in accordance with Apple's procedures and requirements. You undertake to provide or make available to OASIONEER Apps that comply with Apple's terms and conditions, including but not limited to the Apple Developer Program License Agreement (available at https://developer.apple.com/support/terms/apple-developer-program-license-agreement/#S2, where applicable), and to provide OASIONEER with the information, authorizations and support necessary for your Apps to be approved for listing on the GameLoot App Store.
You acknowledge that OASIONEER shall not be liable for any delay, damage or loss arising from Apple's app approval process and/or Apple's failure to approve your Apps. You further acknowledge and agree that:
(1) The distribution of your Apps through the GameLoot App Store iOS shall be limited to the territory of the European Union;
(2) OASIONEER shall act as your agent (with you acting as principal) and shall serve as the merchant of record for the sale of Apps and In-App Products to end users through the GameLoot App Store iOS, and the corresponding terms and conditions set forth in this Agreement shall apply; and
(3) In addition to the provisions of this Agreement, Apple's terms and conditions shall also apply to your Apps; if Apple determines in its sole discretion that your App does not comply with Apple's terms and conditions, OASIONEER shall be entitled to remove your App from further distribution on the GameLoot App Store iOS. You acknowledge that OASIONEER shall not be liable for any damage or loss arising from the removal of an App from the GameLoot App Store iOS as a result of Apple's decision.
Upon your entry into this Agreement, you agree that, once uploaded to GameLoot, your Apps will be automatically listed on the GameLoot App Store, unless you elect otherwise. Through your Certified Developer Account, you may distribute Apps that you own and/or Apps for which you have been granted a distribution license by the respective owner.
Article 6. Intellectual Property Representations
You represent and warrant that you own all intellectual property rights in the Apps, including all necessary patents, trademarks, trade secrets, copyrights or other proprietary rights. Where you use third-party materials, you represent and warrant that you have the right to distribute such third-party materials within the Apps. You agree that you will not submit to GameLoot any materials that are protected by copyright, protected by trade secret or otherwise subject to third-party proprietary rights (including patent rights, privacy rights and publicity rights), unless you are the owner of such rights or have obtained permission from their rightful owner.
You shall be solely responsible for providing Apps that do not infringe the copyright, trademark, trade secret, trade dress, patent or other intellectual property rights of any person, that are not defamatory of any person, and that do not invade any person's publicity rights or privacy rights. As set forth below, OASIONEER shall not be liable for any infringement in this regard.
Article 7. App Updates and Maintenance
Whenever an update needs to be submitted to GameLoot, you shall be solely responsible for the updates to your Apps. If an App update is not intended to go live on the GameLoot App Store, you must notify OASIONEER accordingly. You acknowledge that OASIONEER shall not be liable for any delay, damage or loss arising from your submission of App updates. For security reasons, OASIONEER reserves the right, in its sole discretion, to suspend the distribution of your Apps under the following circumstances:
(1) If you distribute paid Apps and In-App Products, and your App has not generated any In-App Product transactions during a period of one (1) year; or
(2) The version of your App available on GameLoot is inconsistent with the latest version distributed on other major platforms for a period of one (1) year.
Article 8. User Support and Reinstalls
You shall be solely responsible for providing support and maintenance for your Apps to Users and for handling any complaints regarding your Apps. Your contact information will be displayed on each App's detail page and made available to Users for customer support purposes. You undertake to provide and maintain valid and accurate contact information for Users.
Users may reinstall each App distributed through GameLoot an unlimited number of times; however, if you remove an App from GameLoot, such App will be removed from all parts of GameLoot, and Users will no longer have the right or ability to reinstall the affected App.
Article 9. Credential Management
You agree that you are responsible for keeping confidential any credentials that OASIONEER may issue to you or that you may choose yourself, and you shall be solely responsible for all Apps published under your credentials.
Article 10. App Marketing and Ratings
You will be responsible for uploading your Apps to your Certified Developer Account, providing the required product information, and accurately disclosing the security permissions required for the App to run on the Device. The GameLoot App Store allows Users to rate Apps. The GameLoot App Store is designed to prioritize Apps with higher ratings, meaning that Apps given the highest ratings by Users will be displayed more prominently to Users of the GameLoot App Store. Your Apps may be subject to User ratings with which you may disagree. If you have any questions or concerns regarding such ratings in the GameLoot App Store, you may contact OASIONEER.
PART IV. CONTENT COMPLIANCE AND PROHIBITED CONDUCT
Article 11. Usage Restrictions and Prohibited Conduct
You agree to use GameLoot to distribute Apps only for the following purposes: (1) those permitted by this Agreement; and (2) those permitted by any applicable law, regulation, or generally accepted practice or guideline in the relevant jurisdiction. You agree that, when using OASIONEER GameLoot, you will not engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner any third party's (including but not limited to Device Users and OASIONEER) devices, servers, networks or other property or services (including by publishing or distributing Apps). You may not use information obtained from OASIONEER's user accounts to sell or distribute Apps outside of GameLoot.
You may not use GameLoot to distribute or offer any product whose primary purpose is to facilitate the distribution of software applications and games for use on devices outside of GameLoot.
You agree that you shall be solely responsible (and OASIONEER shall not be liable to you or any third party) for any breach of your obligations under this Agreement, any breach of any applicable third-party contract or terms of service, or any breach of any applicable law or regulation, and the consequences of such breaches (including any losses or damages that OASIONEER or any third party may suffer).
Article 12. Restricted Content Guidelines
Apps and other materials provided when using the Services (hereinafter "Content") must comply with the following requirements:
(1) Pornographic Content: Content must not contain or promote pornographic content or profane language, including pornography or any content or services intended to satisfy sexual desires. Content containing nudity may be permitted if the primary purpose of the content is educational, documentary, scientific or artistic and is not of an abusive nature.
(2) Harm to Children: Content that sexualizes minors is not permitted, including but not limited to content that promotes pedophilia or inappropriate interactions with minors (such as molestation or fondling).
(3) Hate Speech: Content must not promote violence or incite hatred against individuals or groups based on race or ethnicity, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity, or any other characteristic associated with systemic discrimination or marginalization.
(4) Violence: Content must not depict or facilitate gratuitous violence or other dangerous activities, nor be associated with terrorism, such as content that promotes terrorist acts, incites violence, or celebrates terrorist attacks. Content depicting fictional violence in a gaming context (such as cartoons, hunting or fishing) is generally permitted.
(5) Dangerous Products: Content must not facilitate the sale of explosives, firearms, ammunition, or certain firearm accessories, or provide instructions for manufacturing explosives, firearms, ammunition, restricted firearm accessories, or other weapons.
(6) Alcohol, Tobacco and Drugs: Content must not facilitate the sale of alcohol, tobacco, or drugs, nor encourage the illegal or improper use of alcohol or tobacco.
(7) Financial Services: Content must not expose Users to deceptive or harmful financial products and services.
(8) Gambling: Content and services that facilitate online gambling may be permitted in specific regions and subject to specific requirements; such cases will be analyzed on a case-by-case basis and subject to applicable laws and other standards.
(9) Illegal Activities: Content must not promote or facilitate illegal activities.
(10) Intellectual Property: Content must not infringe the intellectual property rights of any party (including patents, copyrights, trademarks, trade secrets or other proprietary rights), nor encourage or induce the infringement of intellectual property rights.
(11) Privacy: Content must comply with all applicable local laws and the EU General Data Protection Regulation (GDPR).
You further undertake not to upload or otherwise make available Apps or any other materials that:
(1) Contain viruses, trojans, spyware, adware, ransomware, rootkits, backdoors, worms, and any other malware or any similar mechanism or device, or any code intended or capable of: (a) interfering with, disabling, damaging, or impeding in any manner the access to or operation of any computer system, network or other device on which such code is stored or installed, or providing unauthorized access; or (b) accessing, copying, blocking, encrypting, damaging or destroying any data or files without the user's consent in each case;
(2) Damage the user's device or personal data;
(3) Generate unpredictable network usage that adversely affects the user's service fees or telecommunications network;
(4) Knowingly violate the terms of service regarding permitted use of the telecommunications carrier;
(5) Create a spam-like user experience through the publication of duplicate content or misleading information about the App's purpose.
If OASIONEER detects Content that does not comply with this Article, OASIONEER may remove or disable access to such Content without prejudice to its right to terminate any agreement with you. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulatory authorities, or other appropriate third parties. Our reports may include the disclosure of appropriate user information. We may also cooperate with appropriate law enforcement agencies, regulatory authorities, or other appropriate third parties to assist in the investigation and prosecution of illegal activities related to suspected violations of this Article.
Article 13. User Privacy Protection
You agree that, by distributing Apps, you will protect the privacy and legal rights of Users. If a User provides you with, or an App accesses or uses, usernames, passwords or other login information or personal information, you must inform the User that such information will be accessible to your App, and you must provide the User with legally sufficient privacy notice and protection. In addition, the App may use such information only for the limited purposes for which the User has granted permission. If the App stores personal or sensitive information provided by the User, it must do so in a secure manner and only for the period necessary. If a User has opted in to a separate agreement with you allowing you or the App to store or use personal or sensitive information directly related to the App (excluding other products or Apps), the terms of such separate agreement shall govern your use of such information.
PART V. COMMERCIAL ARRANGEMENTS AND SETTLEMENT
Article 14. Commercial Agency Relationship
Under this Agreement, you appoint OASIONEER as your commercial agent to enable your Apps (including In-App Products) to be made available on the GameLoot App Store. This Agreement applies to both free and paid Apps and In-App Products offered to Users. If you distribute paid Apps and paid In-App Products, you must integrate the GameLoot billing solution into your Apps and undertake to maintain such integration as provided in this Agreement.
Article 15. Merchant of Record and Transaction Taxes
Where OASIONEER acts as the merchant of record, OASIONEER will determine whether Transaction Taxes are applicable to Apps and In-App Products; if applicable, OASIONEER will collect the tax at the applicable rate and remit it to the appropriate tax authority. OASIONEER will issue invoices for each transaction concluded with Users.
In addition, solely with respect to the sale of Apps and In-App Products through the GameLoot App Store to Users located in Transaction Tax Territories, if you so elect in your Certified Developer Account, OASIONEER may determine whether Transaction Taxes are applicable to Apps and In-App Products; if applicable, OASIONEER will collect the tax at the applicable rate and remit it to the appropriate tax authority. If you offer Apps and In-App Products to Users located in all other territories, you shall be solely responsible for determining, collecting and remitting all Transaction Taxes to the applicable authorities.
Article 16. Arrangements When the Developer Acts as Merchant of Record
Where you act as the merchant of record, OASIONEER acts as your commercial agent and you act as principal, you acknowledge that:
(1) The prices you set shall include all taxes;
(2) Any contract for the sale of Apps and In-App Products is formed solely between you and the relevant User, and OASIONEER is not a party to any such contract;
(3) At no time shall OASIONEER own or take possession of any Apps or In-App Products offered for sale through GameLoot;
(4) You shall be solely responsible for determining, collecting and remitting to the applicable governmental tax authorities all Transaction Taxes relating to the sale of In-App Products or any fees levied by any governmental entity, and for complying with any other tax obligations relating to such sales. However, where required by legal obligation, OASIONEER will, as the case may be, withhold the applicable Transaction Taxes from the price of In-App Products and remit such Transaction Taxes to the competent authorities of such country/region. In such circumstances, the Developer will be informed of the applicable Transaction Tax rate, and the Developer undertakes to provide, where necessary, any documentation and information required to permit the processing of such Transaction Taxes. The Developer shall remain responsible for complying with any other tax obligations applicable in such country/region.
Article 17. Pricing and Currency
The prices of Apps and In-App Products shall be determined by you at your sole discretion and may be set in US Dollars (USD) or other local currencies. OASIONEER may display the prices of Apps and In-App Products to Users in their local currency. In such case, the currency and exchange rates will use data provided by https://exchangeratesapi.io/ and will be updated automatically on a daily basis. As the currency and exchange rates are provided by an external third party, OASIONEER shall not be liable for the accuracy of the exchange rates or conversions. You shall be responsible for declaring, paying in advance and remitting to the appropriate tax authorities any income tax arising from this Agreement.
Article 18. Refunds and Chargebacks
Special Refund Requests: You authorize OASIONEER to refund the full price of an App to a User when the User requests a refund within two (2) hours of purchase.
A chargeback is a process that may result in funds being returned to a User. The process is initiated by the User, who requests a refund from the issuing bank. The issuing bank then contacts the payment processor, which in turn notifies OASIONEER. Whenever OASIONEER receives a chargeback notification relating to the sale of an App, OASIONEER will notify you accordingly, and you undertake to provide OASIONEER with the necessary documentation required to dispute the chargeback within the timeframe determined by the payment processor. OASIONEER will submit the provided documentation to the payment processor, which will determine whether the chargeback can be reversed. If it is determined that the chargeback cannot be reversed, the refund (equivalent to the revenue share you would have received for the disputed transaction) will be deducted from the revenue share due to you. Information about refunds in the case of a chargeback will be marked as "chargeback" in your Certified Developer Account. Please note that the chargeback process is managed and resolved by the payment processor and the issuing bank, and OASIONEER does not have any power to dispute the decisions made.
Article 19. Revenue Share
This Agreement covers the revenue share arising from the sale of Apps and In-App Products. If you choose to distribute free Apps and/or In-App Products, this Article shall not apply. The price you set for Apps and In-App Products will determine the amount of payment you will receive. The amount payable to you for sales made through GameLoot is equal to the gross sales price less: (1) Transaction Taxes, where applicable; (2) the share due to OASIONEER; and (3) refunds and chargebacks requested by Users. Information regarding In-App Product sales, the respective revenue share due to you, applicable Transaction Taxes, refunds and chargebacks will be available in your Certified Developer Account.
Applicable Revenue Share: The revenue share applicable to the distribution of Apps in the GameLoot App Store is defined in the Annex to this Agreement. By entering into this Agreement, you agree that the revenue share set out in Article 19 applies only to the sale of Apps made through GameLoot.
Article 20. Payment Arrangements
Your Wallet Account will be credited in US Dollars at the time of each transaction with the amount corresponding to your revenue share. Your revenue share will be paid monthly, as provided in this Article. You may, at your sole discretion, request the withdrawal of your Wallet Account balance to a bank account or PayPal account. OASIONEER will process the payment within 30 days from your request, except in cases where there is a dispute in relation to the amounts due to you.
If there is a dispute in relation to the amount of revenue share due to you, you must notify OASIONEER within 5 days after the end of the month in relation to which the corresponding sale of In-App Products occurred. The dispute notification shall contain all details regarding the dispute and the reasons therefor, as well as the relevant evidence in support of the dispute. The Parties shall collaborate in good faith in order to resolve the dispute within a reasonable period. In the event of a dispute related to the revenue share due to you, OASIONEER reserves the right to withhold payments until such dispute is resolved. If you fail to notify OASIONEER within the said period, it shall be deemed that you have accepted the amount of revenue share set out in the monthly report. OASIONEER will process the payment of the revenue share within 30 days from the date the monthly report is accepted.
If this Agreement is terminated, you may request the withdrawal of the existing balance in your Wallet Account within 30 days after the end of the calendar month of termination. If you are past due on any payment to OASIONEER, OASIONEER reserves the right to suspend payments until all outstanding amounts are paid in full, or to set off the amounts payable to you under this Program against the amounts payable by you to OASIONEER. You shall bear any bank fees, costs or taxes charged to OASIONEER in connection with making payments to you. OASIONEER shall be entitled to deduct such fees from the amounts payable to you or to charge such fees separately.
As a security measure, we may impose transaction limits on the amount of any transaction or withdrawal, the cumulative amount of all transactions or withdrawals over a period of time, the number of transactions or withdrawals per day or other time period, or require you to provide additional documentation to complete a transaction or withdrawal. We shall not be liable to you in the following circumstances: (1) if we do not process a transaction or withdrawal exceeding the limits we have set for security reasons; or (2) if a User is allowed to exit a transaction or obtain a refund for a transaction due to processing errors occurring in the App, OASIONEER GameLoot, or the GameLoot App Store.
PART VI. INTELLECTUAL PROPERTY AND LICENSING ARRANGEMENTS
Article 21. License Granted by the Certified Developer
The Certified Developer grants OASIONEER a non-exclusive, worldwide, royalty-free license to: (1) distribute Apps through GameLoot; (2) make Apps available for download by Users; (3) copy, perform, display and use the Apps for administrative and demonstration purposes; (4) use the Certified Developer's trademarks, logos and trade names in customer lists and reference pages of demonstration materials, marketing materials, customer lists and websites; and (5) use the Certified Developer's trademarks, logos and trade names in press releases and OASIONEER's social media channels to announce the launch and distribution of Apps. OASIONEER undertakes to use the Certified Developer's trademarks only in the form provided to OASIONEER, meaning that OASIONEER shall not alter, modify, amend, change or revise such trademarks in any way at any time.
Article 22. License Granted by OASIONEER
OASIONEER grants the Certified Developer a limited, revocable, non-sublicensable, non-transferable, non-exclusive and royalty-free license to: (1) access and use GameLoot in the manner permitted by this Agreement; (2) install, copy and use any OASIONEER materials that we may provide, solely in connection with your access to, use of and operation of your Certified Developer Account; (3) enable Users to access and use your Apps; and (4) use the OASIONEER trademarks solely for the services for which we have provided you with the OASIONEER trademarks. You must use the OASIONEER trademarks only in the form provided to you.
OASIONEER reserves the right to determine and control all aspects of GameLoot and the GameLoot App Store (including all features), and to redesign, modify and remove any or all of its aspects. You shall not, and shall not authorize any other party to: (a) reverse engineer, decompile or disassemble GameLoot, the GameLoot App Store or other materials provided by OASIONEER; (b) modify them in whole or in part or create derivative works based on them; (c) distribute copies of them; (d) remove any proprietary notices or labels from them; or (e) resell, lease, rent, assign, sublicense or otherwise transfer rights to them. In addition to any other rights or remedies we may have, any use in breach of this Article will immediately terminate your right to use GameLoot. All licenses not expressly granted in this Agreement are reserved, and we do not grant any other licenses, waivers or rights (express or implied) by implication, estoppel or otherwise.
Article 23. End User License Agreement (EULA)
The Certified Developer shall license the right to use the Apps to Users. The Certified Developer shall implement such license within its Apps (hereinafter the "Developer EULA"). If the Certified Developer does not implement a Developer EULA in its Apps, the standard EULA terms (which provide, among other things, that you are the licensor of the Apps and that we are not a party to your EULA) shall constitute the entire EULA for the distribution of Apps on the GameLoot App Store and shall apply. The standard EULA terms include the following end user license terms:
(1) The Developer is the licensor of the Apps;
(2) If an App does not contain a Developer EULA specifying the licensed rights, the Developer grants the User a limited, non-transferable license to download and use the App solely for personal and non-commercial purposes;
(3) Unless otherwise expressly authorized by the Developer, you may not modify, reverse engineer, decompile or disassemble the App in whole or in part, create any derivative works, or sublicense any rights in the App;
(4) The App is protected by copyright and other intellectual property laws and treaties. Unless otherwise expressly stated in the Developer EULA, the Developer or its licensors own all ownership, copyright and other intellectual property rights in the App, and the App is licensed, not sold;
(5) The end user acknowledges and agrees that OASIONEER shall have no liability or obligation for the User's use of the App or any content or functionality in the App.
If there is any conflict between the standard EULA terms and the Developer EULA, the standard EULA terms shall prevail to the extent of the conflict for the purpose of distributing Apps on the GameLoot App Store. We shall have no liability or obligation for your or any User's compliance with or breach of the Developer EULA or the standard EULA terms. All licenses not expressly granted in this Agreement are reserved, and neither Party shall grant any other licenses, waivers or rights (express or implied) by implication, estoppel or otherwise.
PART VII. APP TAKEDOWNS AND ACCOUNT MANAGEMENT
Article 24. Developer-Initiated Takedowns
You may remove your Apps from further distribution on GameLoot at any time, provided that you comply with this Agreement. Removing your Apps from further distribution on GameLoot will not: (1) affect the rights of prior Users who have purchased or downloaded your Apps under the licenses granted; (2) remove your Apps from Devices or from any part of GameLoot that stores previously purchased or downloaded Apps on behalf of Users; or (3) alter your obligation to provide App support or service to Users who have previously purchased or downloaded the Apps. Notwithstanding the foregoing, OASIONEER will not retain in any part of GameLoot (including but not limited to the part of GameLoot that stores previously purchased or downloaded Apps on behalf of Users) any paid Products that you have removed from GameLoot, where you have notified OASIONEER in writing that such removal is due to:
(1) Alleged or actual infringement of any person's copyright, trademark, trade secret, trade dress, patent or other intellectual property rights;
(2) Alleged or actual defamation;
(3) Alleged or actual invasion of any third party's publicity rights or privacy rights; or
(4) Allegation or determination that the App does not comply with applicable law.
Article 25. OASIONEER-Initiated Takedowns
If OASIONEER receives notice from you or otherwise becomes aware that an App or any portion thereof: (1) infringes the intellectual property rights or any other rights of any third party; (2) violates any applicable law or is subject to an injunction; (3) violates OASIONEER's policies or other terms of service that OASIONEER may update from time to time in its sole discretion; (4) has been improperly distributed by you; (5) may create liability for OASIONEER; (6) is determined by OASIONEER to contain a virus or to be malware, spyware, or otherwise to adversely affect OASIONEER's infrastructure; or (7) the display of such App is affecting the integrity of OASIONEER's servers (i.e., Users are unable to access such content or otherwise experience difficulties), OASIONEER may remove the App from GameLoot and the GameLoot App Store and shall notify you accordingly. Such notice shall establish one or more of the above grounds for takedown and shall include the reasons behind the decision.
If you believe that an App has been removed due to error or misidentification, you have the right to request the reinstatement of the removed App by submitting a request to [email protected], which request shall be accompanied by sufficient evidence demonstrating that the grounds for takedown do not apply.
If your App is involuntarily removed due to defects, malicious content, infringement of another's intellectual property rights, defamation, invasion of a third party's publicity rights or privacy rights, or non-compliance with applicable law, and a User purchased the App within one year prior to the date of such takedown: (1) you must refund to OASIONEER all amounts received and any related fees (i.e., chargebacks and payment transaction fees); and (2) OASIONEER may, in its sole discretion, withhold the amount referred to in item (1) above from your future sales.
Article 26. Repeat Infringer Policy
If OASIONEER verifies or is informed that a Developer has engaged in the following repeat infringing conduct: (1) infringement of the intellectual property rights or any other rights of any third party; (2) violation of any applicable law or this Agreement; (3) violation of OASIONEER's policies or other terms of service that OASIONEER may update from time to time in its sole discretion; (4) repeated uploading of Apps containing viruses, malware, spyware, or that adversely affect OASIONEER's infrastructure or affect the integrity of OASIONEER's servers (i.e., Users are unable to access such content or otherwise experience difficulties), OASIONEER will terminate the Certified Developer Account and remove all of the Developer's Apps from GameLoot.
PART VIII. DATA PROTECTION AND PRIVACY
Article 27. Data Processing and Privacy
Any data collected or processed by OASIONEER under this Agreement is handled in accordance with the GameLoot Privacy Policy. Data collected or processed by OASIONEER regarding Users of the GameLoot App Store is handled in accordance with the GameLoot App Store Privacy Policy.
If the Certified Developer elects to offer In-App Products to Users through the GameLoot billing system, OASIONEER will have access to certain User personal data, with respect to which the Parties shall act as independent data controllers. Under this Agreement, the Certified Developer may access, through the Developer Account, limited aggregate data that is non-personal data generated through the use of GameLoot.
PART IX. TERMINATION AND TRANSITION
Article 28. Termination of the Agreement
Either you or OASIONEER may terminate this Agreement at any time, provided that notice is delivered at least ninety (90) days prior to the effective date of termination. In the event of termination of the Agreement as provided in the preceding paragraph of this Article, the Parties agree to prepare for the termination of the Agreement during the 90 (ninety) day advance notice period (hereinafter the "Transition Period"). The Parties undertake to comply with the obligations set forth in this Agreement during the Transition Period, in particular:
(1) The Certified Developer undertakes to: (i) maintain the Apps in a distributable state on GameLoot under the same conditions until the time of termination notice; and (ii) not to make any changes or amendments to the billing of the Apps distributed on GameLoot (i.e., not to remove GameLoot billing from the Apps);
(2) OASIONEER undertakes to: (i) ensure that the Certified Developer continues to have access to the Certified Developer Account under the same conditions until the time of termination notice; (ii) maintain and ensure the proper functioning of GameLoot billing under the same conditions until the time of termination notice.
Upon expiry of the Transition Period, the termination of the Agreement shall take effect. Following termination of the Agreement: (1) the Certified Developer must cease using any relevant credentials; and (2) the Parties shall conduct a settlement. The Parties expressly state and confirm that compliance with the obligations set forth in paragraphs 2 and 3 of this Article is of the essence. In the event of breach of such obligations, the breaching Party shall, without limitation of any kind, indemnify and hold the non-breaching Party harmless from any and all liabilities, claims, expenses, losses and damages suffered or incurred by the non-breaching Party.
Without prejudice to paragraph 1 of this Article, OASIONEER may terminate this Agreement with you at any time with immediate effect if: (1) OASIONEER is subject to a legal or regulatory obligation requiring it to cease providing the Services; or (2) you have repeatedly breached the terms and conditions of this Agreement. Termination of this Agreement shall not affect any vested rights that either Party has acquired under the provisions of this Agreement regarding liabilities and obligations. By their nature, such rights shall survive the expiration or early termination of this Agreement, including but not limited to rights relating to disclaimers, limitation of liability and indemnification.
PART X. ALLOCATION OF RISK
Article 29. Disclaimer of Warranties
To the maximum extent permitted by law, you expressly understand and agree that the distribution of Apps and the use of OASIONEER GameLoot is at your own risk, and that OASIONEER GameLoot and the GameLoot App Store are provided on an "as is" and "as available" basis, without warranties of any kind. Your use of OASIONEER GameLoot is at your sole discretion and at your own risk, and you shall be solely responsible for any damage to your computer system or other devices or any loss of data resulting from such use.
OASIONEER further expressly disclaims all express or implied warranties and conditions, including but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. In transactions where the Certified Developer acts as the merchant of record, if a dispute arises between the Certified Developer and a User, you waive any and all known and unknown, suspected and unsuspected, disclosed and undisclosed claims, demands and damages (actual and consequential damages) against OASIONEER (and its agents and employees) arising out of or in any way related to such dispute.
Article 30. Limitation of Liability
To the maximum extent permitted by law, and unless otherwise provided in this Agreement, you expressly understand and agree that OASIONEER, its subsidiaries and affiliates, and its licensors shall not be liable for any indirect, incidental, special, consequential or punitive damages that you may suffer under any theory of liability, including any loss of data, whether or not OASIONEER or its representatives have been advised of or should have been aware of the possibility of such loss. In addition, our aggregate liability arising out of or relating to this Agreement or the transactions contemplated hereby shall at no time exceed the total amount paid by OASIONEER to you during the six-month period preceding the specific service giving rise to the claim.
Article 31. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless OASIONEER, its affiliates and their respective directors, officers, employees and agents from any and all third-party claims, actions, suits or proceedings arising out of or derived from the following, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees): (1) your use of GameLoot in breach of this Agreement; (2) your Apps infringing the copyright, trademark, trade secret, trade dress, patent or other intellectual property rights of any person, defaming any person, or invading any person's publicity rights or privacy rights; and (3) any and all taxes for which you are responsible under this Agreement (other than Transaction Taxes when OASIONEER acts as the merchant of record).
PART XI. MISCELLANEOUS
Article 32. Changes to the Agreement
OASIONEER may make changes to this Agreement at any time. OASIONEER will notify you by sending an email describing the changes, which shall take effect after a 15 (fifteen) day notice period. If the changes require the Certified Developer to make significant technical adjustments to the Apps, the notice period shall be 30 (thirty) days. The changes shall take effect and be deemed accepted by you: (1) immediately, for those who submit new Apps to GameLoot after the notice is sent; or (2) on the date specified in the notice (except for changes required by law, which shall take effect immediately). If the Certified Developer does not agree with the changes to this Agreement, the Certified Developer may terminate the Agreement within 15 (fifteen) days of receiving the notice, which shall be the Certified Developer's sole and exclusive remedy. The Certified Developer agrees that continued use of GameLoot constitutes the Certified Developer's agreement to the modified terms of this Agreement.
Article 33. General Legal Terms
This Agreement constitutes the entire legal agreement between you and OASIONEER and governs your use of GameLoot, completely superseding any prior agreement between you and OASIONEER regarding the Services. You agree that if OASIONEER does not exercise or enforce any legal right or remedy contained in this Agreement or that OASIONEER has under any applicable law, such failure shall not be deemed a formal waiver of OASIONEER's rights, and such rights or remedies shall remain available to OASIONEER.
If any court of competent jurisdiction determines that any provision of this Agreement is invalid, such provision shall be removed from this Agreement without affecting the remainder of this Agreement. The remaining provisions of this Agreement shall continue in full force and effect. You and OASIONEER are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between us. You shall have no authority to make or accept any offers or representations on our behalf. This Agreement shall not create an exclusive relationship between you and us. Nothing expressed, mentioned or implied in this Agreement is intended or shall be construed to give any person other than the Parties hereto any legal or equitable right, remedy or claim under or in respect of this Agreement.
Neither you nor OASIONEER may assign or transfer the rights granted under this Agreement without the prior written approval of the other Party. Neither you nor OASIONEER may delegate its responsibilities or obligations under this Agreement without the prior written approval of the other Party.
Article 34. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of Ireland. You agree to submit to exclusive jurisdiction, and all disputes arising out of this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by [one] arbitrator appointed in accordance with the said Rules. The seat of arbitration shall be Dublin, Ireland. The language of the arbitration shall be English.
