Developer License Agreement
Skiller Software Development Kit End User License Agreement (Hereinafter:
SDK EULA), Last modified on 2011.01.01, Between Skiller Games, Ltd. from
20 Hataas st.,
Kfar-Sava, Israel (hereinafter: Skiller) and Developer, a natural
person or a legal entity who Developer acts on its behalf (hereinafter: Developer).
This SDK EULA is considered a binding an enforceable agreement between
Developer and Skiller, and was written in legal language. While we require that
Developer read the full text prior to providing Developer's consent to the SDK EULA,
we hereby summarized Developer's rights and duties:
Developer will receive one copy of Skiller's SDK;
Developer may use the SDK to create games that operate under the
Developer will use the SDK only to develop non-offensive games and
keep all required laws and regulation.
Skiller will share a portion of its revenue with Developer depending
on Developer's game's revenue contribution.
Skiller shall have the sole discretion whether to accept or refuse
to publish the games for any reason.
Any revenues Developer will generate from the integrated software
will be split according to Skiller’s revenue schemes.
Skiller at any case will not be liable to any damage occurred from
the developer’s use of the Skiller Software.
Software EULA and Distribution
SDK License: Skiller hereby grants Developer a revocable, free, limited, personal,
non-transferable license to use the Skiller Software Development Kit (hereinafter:
Skiller SDK) under the terms of this license.
of SDK: Developer may use Skiller SDK to develop software
which utilizes the Skiller SDK functionality and logic (hereinafter: Developer's
Software) developed under the Skiller Object Code Framework (hereinafter:
: The Developer has the creative freedom to integrate
the Skiller SDK in anyway the Developer sees fit as long as the integration will
not contradict or be in conflict with any clause of this document. If the Developer
does not use the Skiller platform to sell game related items or to present Advertisements
using the Skiller System, the Developer should integrate the Skiller coins store
or the Skiller main page in a noticeable fashion.
Cross Licensing: Skiller hereby grants Developer a revocable
limited, personal, non-transferable, license, under the terms of this SDK EULA, to
distribute Skiller Software with Developer's Software in one compiled object
Distribution Channels: Developer hereby grant Skiller
a free, irrevocable, unlimited and worldwide license, under the terms and provisions
of this SDK EULA to distribute, use, create derivative works of Developer's Software.
Copyrights: Each party shall retain its copyrights and hereby states and warrants
that it has all authorizations to enter into this SDK EULA, and that it does not
infringe any 3rd party's intellectual property.
Trademarks: Developer may use the Skiller Trademark and logo in Developer's Software,
as long as it is clear that Developer's Software is “Powered By Skiller” Skiller
may use Developer's Software's name, trademark, logo and any other intellectual
property when endorsing Skiller Software or in press releases relating to Skiller.
Client Lists: Developer hereby acknowledge that Skiller retains all its intellectual
property rights in Skiller's Client List and End User list and that Skiller shall
have exclusive rights in its user base, and no End User shall, by any reason, be
deemed as Developer's client. Developer will not approach, address, solicit or otherwise
maintain, use or retain any information relating to Skiller's End Users or Clients.
Uses: Developer shall not, by any mean or for any reason,
reverse engineer, decompile, disassemble or circumvent Skiller Software nor will
Developer use, generate or distribute any software which may limit, circumvent,
or reverse engineer Skiller Software.
Payment and Revenue Share:
Developer shall be entitled to a portion of Skiller's actual net revenues incurred
through but not limited to: (1) purchase of developer’s virtual goods in Developer's
Software, or (2) purchase of coins in Developer's Software, or (3) use of Skiller's
Advertisements system in Developer's Software.
Developer's portion shall be
70% per cent of the actual net proceeds incurred by Skiller.
Records: Skiller's books and records shall be deemed as
accurate and shall be final. Developer shall never be entitled to review Skiller's
full books, solely the records relating to Developer's Software's use, revenue and
Terms: Every calendar month, Skiller shall notify Developer
about Developer's accumulated gross revenue, out of the actual net proceeds. Actual net proceeds shall be calculated as
the total sums paid to Skiller, deducting cellular operator, clearing and aggregation
fees, and any other fee or commission Skiller shall pay to any 3rd Party.
Developer shall receive payment should Developer's accumulated gross revenue be
more than 200 US$, if Developer's accumulated gross revenue is less than 200US$,
it will be automatically transferred to next month's payment.
Date: Until the 15th calendar day of the month,
Developer shall provide Skiller with a duly issued invoice for the sums which will
be paid to Developer according to paragraph 2.1, 2.2 and 2.3. Skiller shall pay
Developer within 30 days from the receiving of the invoice, either by direct wire
transfer or check.
Taxes: All payment shall be exclusive of all and any taxes and Developer
should solely bear all taxes, duties, levies, customs and any other fees relating
to Developer's payment.
Tax: Unless Developer will provide Skiller with the appropriate
permits regarding Developer's exemption from Withholding Tax in Israel, Skiller
may deduct Israeli Income Tax from any payment and transfer it directly to the Israeli
and Deployment: Developer may use the Skiller SDK to develop
and test Developer's Software.
Skiller: In case of Developer wish to distribute his content
using Skiller’s distribution channels, Skiller shall examine Developer's software
promptly after Developer's submission, and shall notify Developer within 14 days
of submission whether Developer's software was accepted or rejected, Skiller's decisions
shall be final. Skiller's inspection shall consist of game play testing, usability
testing, bug testing and any other tests which may be required to decide whether
Developer's Software adheres with Skiller's acceptable
All information disclosed or conveyed in the course of
this SDK EULA shall be deemed as confidential unless specifically stated so. Parties
shall retain the details of this Agreement, any payments made, methods of business,
technologies, infrastructure, client lists, trade secrets and any other information
and documents in complete secrecy. A party shall not make or use or permit to be
used, otherwise than for the purposes of this SDK EULA or for the purpose of any
disclosure permitted by this SDK EULA, any copies of or notes or memoranda relating
to the Confidential Information. All such
copies that a party makes shall be the other's property, and be treated as part
of that other's Confidential Information. A Party shall keep Confidential Information
of the other party in confidence, and not disclose it or allow it to be disclosed
save as permitted by this Agreement and shall at all times keep it secure and protected
against unauthorized access, which shall mean exercising reasonable skill and care
(and at the very least providing no lesser security measures and degree of care
than that which the party applies to its own Confidential Information).
Developer shall be solely liable for any expense in regards to
developing Developer's software in relation to the Skiller Software and shall bear
all QA and testing costs and expenses.
Acceptable Conduct: Developer may use Skiller Software solely for the purpose of developing
software that is not offensive and does not violate any right of any 3rd
party. By accepting this SDK EULA, Developer hereby warrants and declares that Developer's
Spam Free: Developer will not use Developer's Software to send unsolicited messages,
collecting personal information, display advertisements to End Users or use their
mobile devices to collect or send unsolicited messages.
Contain Offensive Content: Developer's Software does not
contain any content which may be offensive, including adult content, pornography,
defamatory content or any other content which may offend any public.
infringe 3rd party rights: Developer's software
does not infringe on any 3rd party rights, including copyrights, patents,
trademarks, trade-secrets, trade names or any other intellectual or physical rights.
Abuse of the SDK or End Users: Developer's software does
not contain any code which abuses or otherwise makes use of Skiller or End User
resources without obtaining proper consent. Developer will not abuse End Users computing
resources, messaging functionality, reads personal information from End Users' devices
or uses functionality that is materially different from Skiller Software's purposes.
Bill Users In Any Way: Developer's Software does not use
End Users' resources or creates messages that charge or send messages to premium
numbers without their consent. Developer will not use any virtual currency in Developer's
Software apart from Skiller's virtual currency and Developer will not obtain any
payment mean from End Users.
Retain Personal Information: Neither Developer nor Developer's
Software does not retain or convey to any 3rd party and personal information
relating to End Users, including email address, phone number, real names or any
other information. Should Developer retain any information relating to End
Users, Developer will obtain Skiller's prior written consent and prepare a Privacy
No GPL or
Reciprocal Licenses: Developer's Software does not include
any Open Source Code Licensed under any Reciprocal License which may require Skiller
to release any portion of its source Code.
of Service: Skiller shall have the right to terminate
any access of Developer's Software to Skiller's Servers, including the ability to
exchange information, for any reason and for any violation of any warrant under
this Clause. Moreover, Skiller shall have the sole discretion in deciding whether
specific content or code is in violation of Developer's warrants herein and such
termination shall not be deemed as a breach of contract.
Liability: To the extent permitted under Israeli Law, the Skiller Software and
Skiller SDK are provided under an AS-IS basis. Skiller shall never, and without
any limit, be liable for any damage, cost, expense or any other payment incurred
by Developer as a result of its actions, failure, bugs, and/or any other interaction
Skiller and Developer's end-equipment, computers, Developer's
Software, other software or any 3rd party services.
Moreover, Skiller shall never be liable for any defect in source code written
by Developer when relying on Skiller SDK.
Skiller Software and Skiller SDK are provided without any
warranty; Skiller hereby disclaims any warranty that
Skiller Software and Skiller SDK shall be error free, without
defects or code which may cause damage to Developer's computers or to Developer,
Skiller shall be functional. Developer shall be solely liable
to any damage, defect or loss incurred as a result of operating software and undertake
the risks contained in running Skiller Software or Skiller SDK
on Developer's computers.
Indemnification: Developer hereby warrants to hold Skiller, it’s executives, officers
and employees harmless and indemnify Skiller for any lawsuit brought against it
in regards to Developer's use of Skiller Software or Skiller SDK
in means that violate, breach or otherwise circumvent this Agreement, Skiller's
intellectual property rights or Skiller's title in Skiller's SDK or Skiller Software.
Skiller shall promptly notify Developer in case of such legal action.
Termination: Skiller may terminate this agreement at any cause by giving the developer
30 days written notice. Skiller may terminate this Agreement immediately, including
Developer's license in the case where Developer (i)
became insolvent or otherwise entered into any liquidation process; or (ii) exported
Skiller Software in any jurisdiction where Skiller may not
enforce its rights under this agreements in; or (iii) Developer was in breach of
any of this Agreement's terms and conditions and such breach was not cured, immediately
upon notification; or (iv) Developer was in breach of any of the terms of clauses
1 or 4 to this SDK EULA ; or (v) Developer otherwise entered into any arrangement
which caused Skiller to be unable to enforce his rights under this Agreement.
Law, Jurisdiction: This Agreement shall be solely governed
by the Laws of the State of Israel, and any dispute arising from it shall be brought
only to the competent courts of the Tel-Aviv district. Developer hereby agrees not
to initiate class-action lawsuits against Skiller in relation to this Agreement
and to compensate Licensor for any legal fees, cots or attorney fees should any
claim brought by Developer against Skiller be denied, in part or in full.