TERMS AND CONDITIONS - Playable works

TERMS AND CONDITIONS OF PLAYABLE ADVERTISEMENT DEVELOPMENT AGREEMENT

Last updated: July 12th, 2024

These Terms and Conditions, as amended from time to time, together with the Order, signed by parties constitute a legal agreement (the “Agreement”) between BoomBit S.A., a joint-stock company with its registered office at Zacna 2 Street, 80-283 Gdańsk, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court for Gdańsk – Północ in Gdańsk, VII Commercial Division of the National Court Register, under KRS number 0000740933, with share capital of PLN 6,770,000.00, tax identification number (NIP) 9571040747, and business registry number (REGON) 221062100 (hereinafter referred to as “BoomBit,” “We,” or “Us”), and the Client (hereinafter referred to as “Client”). Each of BoomBit and the Client may be referred to individually as a “Party” and collectively as the “Parties.”

Please read these Terms and Conditions and our Privacy Policy carefully before engaging with the playable advertisement development services, which include the creation and delivery of Playable(s), the use of BoomBit’s Playable(s) Editor with data analytics tools, and other related services. By clicking “I Accept the Terms and Conditions,” creating an Account on our Website, or signing the Order, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) from the date of such acceptance or signature of the Order (the “Effective Date”). The Client’s continued use of the Services provided by BoomBit confirms their ongoing acceptance of these terms.

By signing the Order and availing themselves of the Services, the Client hereby commits to comply with the provisions outlined in these Terms and Conditions, which include disclaimers of warranties, limitations of liability, and the agreement to adhere to the specifications and guidelines provided. It is acknowledged that the Order may contain additional and/or different provisions beyond those delineated in these Terms and Conditions. If the Client does not fully accept these terms, they must refrain from accessing or using the Services.

DEFINITIONS

The following terms when they appear in these Terms and Conditions and Order have the meanings set out below:

“Affiliate” means any legal entity that is (a) directly or indirectly controlling and/or owning a party; or (b) under the same direct or indirect control as the party, or (c) directly or indirectly controlled and/or owned by the party for so long as such control lasts.
“Account” refers to the unique access credentials established by BoomBit for the Client upon signing the Agreement, enabling the Client to utilize the Services at https://editor.playable.works/. The Account is created using the Client’s provided email address, with an initial password assigned by BoomBit. The Client is solely responsible for safeguarding the confidentiality of their Account information, including the password, and bears full responsibility for all activities conducted under this Account. The Client is obligated to promptly report any security breaches or unauthorized Account usage to BoomBit. BoomBit’s liability does not extend to losses or damages incurred due to unauthorized use or inadequate protection of the Account by the Client.
“Agreement” or “Playable Advertisement Development Agreement” means the entire agreement constituted by these Terms and Conditions in conjunction with the Order duly signed by the Parties. The Agreement represents a formal and legally binding arrangement between BoomBit and the Client for the purpose of developing Playable Advertisements and related Services. The Order, signed by both Parties, is part of the Agreement and is governed by these Terms and Conditions (unless otherwise explicitly stated in the specific Order).
“Analytics’ refers to the collection, processing, and analysis of data regarding the engagement and interactions users have with the Playable(s). This includes metrics such as the number of times a Playable is clicked (“click occurred”), frequency of Playable launches, and other forms of interaction that are collected in an anonymous manner without tracking user IDs or other personal identifiers. The Analytics functionality within BoomBit’s Playable(s) editor provides a suite of tools for visualizing this data through charts and other graphical representations, aiding clients in assessing performance and optimizing their Playable(s). The availability and scope of these analytics may vary depending on the ad network’s policies, with some networks restricting any communication with external servers, thereby limiting the collection and transmission of analytics data.
“BoomBit’s Playable(s) editor” means the proprietary dashboard provided by BoomBit, designed for the iteration and customization of Playable(s). This comprehensive suite of tools enables Client to modify, update, and enhance Playable(s), including aspects such as themes, graphics, gameplay mechanics, and promotional content as well as Analytics feature that provides Clients with pre-acquisition data visualization tools. The use of these tools is subject to the terms and conditions set forth by BoomBit, and is intended exclusively for the customization of Playable(s) developed under the scope of Agreement. The tools are provided to the Client on a licensed, non-exclusive basis, granting them the capability to adapt and refine their Playable(s), while upholding the quality and compatibility standards set by BoomBit.
“Client Assets” means a comprehensive range of assets, resources, and materials, including, but not limited to, Code, Game build, Game design or other Game documentation, as well as any additional relevant elements, all of which are owned, controlled, or legally procured by the Client. These assets are to be provided by the Client to BoomBit expressly for the purpose of facilitating the creation of Playable(s) and fulfilling the obligations as stipulated in Agreement. Client Assets may encompass a variety of components, such as graphical assets, audio files, narrative content, intellectual property, and technical data, which are integral to the development of Playable(s) or the conversion of the Client’s existing games into engaging playable advertisements. This definition is inclusive but not limited to the aforementioned items, ensuring that all necessary and relevant elements supplied by the Client, which are essential for the successful execution of the project, are covered under this term.
“Code” means computer programming code and includes the following: (a) “Object Code” means computer programming code which is intended to be directly executable by a computer after suitable processing and linking but without the intervening steps of compilation or assembly; and (b) “Source Code” means computer programming code in a form other than Object Code form, and related programmer comments and documentation, which may be printed out or displayed in human readable form, among other forms.
“Confidential Information” means all non-public information including, without limitation, the terms of the Agreement, BoomBit’s Playable(s) editor and its functioning, any information relating to the business, products, affairs and finances of either Party or relating to its service, games (including relevant code/software), processes, know-how, users, suppliers, agents or distributors, whether provided by the disclosing party or which has already come or which comes to the knowledge of the other party, and whether in written, electronic, visual, digital or other tangible or intangible form.
“Game” means any interactive digital entertainment software developed, owned, or controlled by the Client, primarily designed for use on mobile devices. This encompasses a range of genres and formats, including but not limited to action, puzzle, strategy, simulation, and educational games. Each Game is characterized by its unique gameplay mechanics, graphical content, narrative elements, and user interfaces, all tailored for engagement and usability on mobile platforms. The term “Game” includes all versions, updates, modifications, and expansions of such software that the Client possesses or acquires rights to during the term of Agreement.
“Intellectual Property Rights”, “IPR” means all forms of intellectual property rights, including copyrights, patents, trademarks, trade secrets, design rights, domain names, database rights. It also includes any other similar rights or protections recognized globally, along with their applications, registrations, extensions, and renewals. This definition applies to all materials, products, services, and technologies developed or conceived by either party within the scope of Agreement.
“Materials” means all content available on our webpages (including https://playable.works/ and https://editor.playable.works/), as well as all derivative works thereof. These Materials are owned by BoomBit or other parties that have licensed their material or provided services to BoomBit, and are protected by copyright, trademark, trade secret, and other intellectual property laws. All BoomBit trademarks, service marks, logos, slogans, and taglines are the exclusive property of BoomBit. All other trademarks, service marks, logos, slogans, and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing in these Terms shall be construed as granting any license or right to use any trademarks, service marks, logos, slogans, or taglines displayed on BoomBit’s websites without the express written permission of BoomBit or the respective third-party owner.
“Order” or “Client’s Order” means a formal request, in writing or signed with electronic signatures, by both the Client and BoomBit for the creation of a Playable(s) and any other Services, as outlined in the Agreement. Each Order shall include comprehensive details about the specific game from which the Playable Advertisement is to be derived, the Client’s comments regarding the expected end result, the agreed remuneration, and the scheduled date for completion. A Client may enter into multiple Orders, each of which will be governed by these Terms and Conditions unless otherwise explicitly stated in the specific Order.
“Playable(s)” means interactive, digital content created using HTML5 technology for promotional purposes on mobile platforms. These Playable Advertisements integrate gameplay elements derived from the Client’s Games and/or Assets, offering an immersive and engaging experience that combines gaming with marketing. Each Playable is customized with themes, graphics, and mechanics inspired by the Client’s Games to resonate with the gaming experience while fulfilling specific promotional objectives. The design and development of Playable(s) are tailored to enhance user engagement, effectively promoting the Client’s brand or product through an interactive and enjoyable format.
“Services” means a comprehensive suite of activities and offerings provided by BoomBit under the Agreement. This includes, but is not limited to, the design, development, and delivery of playable advertisements (“Playable(s)”) as specified in the Client’s Order, utilizing Client Assets. Additionally, the Services encompass providing the Client with access to BoomBit’s Playable(s) Editor. These services are accessible through BoomBit’s webpages (including https://playable.works/ and https://editor.playable.works/) and may be featured across various platforms and networks. All Services are governed by the terms and conditions detailed in this Terms and Conditions unless otherwise specified in the Order.
“Website(s)” means the online platform operated by BoomBit, accessible via URLs including but not limited to https://playable.works/ and https://editor.playable.works/. This website serves as a digital hub for accessing BoomBit’s Services, tools, and information related to the development, customization, and use of Playable(s). It provides Clients with various functionalities, including the ability to utilize BoomBit’s Playables Editor, access service details, and interact with digital content related to BoomBit’s offerings.
CHANGES TO THESE TERMS AND CONDITIONS

BoomBit reserves the right to change or modify any of the Terms and Conditions related to the creation and delivery of Playable(s) at any time, at its sole discretion. In the event of such changes, BoomBit will notify the Client via email. These changes will apply to new Orders signed by the Client or annexed to existing Orders after the effective date of the updated Terms and Conditions. The Client’s continued use of the Services, such as BoomBit’s Playable(s) Editor, and commissioning of further Orders following the effective date of such changes or modifications will constitute acceptance of the revised Terms and Conditions. If the Client does not agree to these revised terms and conditions or any subsequent changes or updates, the Client’s sole remedy is to refrain from placing any Orders for Playable(s) and discontinue using the Services.
BoomBit reserves the right to modify or discontinue the Service, including any features or aspects related to the Playable(s), with or without prior notice. The Client acknowledges that while BoomBit will strive to provide reasonable notice where possible, BoomBit will not be liable for any changes or discontinuation of the Service. The Client understands that they will not be entitled to any refund of fees or other compensation for such changes or discontinuation.
SUBJECT OF THE AGREEMENT

The Client commissions, and BoomBit hereby undertakes, the obligation to design and develop playable advertisements (“Playable(s)”) utilizing the Client Assets. This development shall be executed in strict accordance with the specifications and quantity of Playable(s) as detailed in the Order. In return for these services, the Client is obligated to provide the necessary Client Assets and remuneration to BoomBit, as comprehensively detailed in the Order.
As part of Agreement, BoomBit grants the Client monthly access to BoomBit’s Playable(s) Editor. This access is provided under the specific terms and conditions outlined in Agreement.
Adjustments to the Playable(s) and day-to-day decisions that do not fundamentally alter Agreement may be negotiated through electronic communication. However, BoomBit is not obligated to comply with requests for significant changes that extend beyond the scenario and specifications initially indicated in the Order.
Delivery dates for the Playable(s), as well as any additional terms and conditions not set forth in this document, shall be specified in the Order.
BOOMBIT’S PLAYABLE(S) EDITOR AND SUBSCRIPTION

In accordance with this terms and conditions, the Client shall receive a one-month complimentary access to BoomBit’s Playable(s) Editor, commencing from the date of delivery of the Playable(s) by BoomBit, to facilitate the Client’s familiarization and effective utilization of the tool in connection with the provided Services.
Upon the expiration of the initial one-month complimentary access period to BoomBit’s Playable(s) Editor, if the Client does not explicitly communicate a desire to terminate the Playable(s) Editor service, it will be deemed an agreement to extend access under a subscription model. BoomBit will issue a monthly invoice for continued access, with the fee specified in the Client Order, which is due and payable in advance each month. The Client’s failure to proactively cancel implies consent to this arrangement. To ensure uninterrupted access, the subscription fee for each subsequent month will be automatically invoiced in advance and is payable upon receipt.
The Client may cancel the subscription renewal to BoomBit’s Playable(s) Editor by sending an email to the address specified by BoomBit in the Order. This cancellation email must be sent before the end of the initial one-month complimentary access period.
If the Client places an additional Order for the creation of Playable(s), they shall be entitled to an additional one-month complimentary access to BoomBit’s Playable(s) Editor, commencing immediately upon the placement of the new Order. Each Playable Order entitles the Client to a one-month complimentary access period, which will extend cumulatively for multiple Playables, providing one additional month of access for each Playable ordered.
This subscription model is an integral part of the Services provided under Agreement and is subject to the same terms and conditions, including provisions related to termination, payment, and renewal.
ACCOUNT CREATION AND RESPONSIBILITY

Upon signing the Order, BoomBit will establish a Client’s Account for access to and use of the Services available at https://editor.playable.works/. This Account will be created using the email address provided by the Client in the Order, and BoomBit will assign an initial password. The Client is responsible for maintaining the confidentiality of their Account information, including the password, and for all activities that occur under their Account.
You must promptly inform BoomBit of any security breach or unauthorized use of your Account, including any loss, theft, or unauthorized disclosure of your password or credit card information. BoomBit will assist in protecting your Account by resetting passwords or deactivating the Account as necessary. BoomBit is not liable for any loss or damage due to your failure to safeguard Account credentials or from unauthorized use.
BoomBit reserves the right to suspend or terminate your Account at its sole discretion if it is used inconsistently with these Terms and Conditions or if misuse or fraudulent activity is suspected. Such actions may occur without prior notice.
INTELLECTUAL PROPERTY AND USAGE RIGHTS

The Intellectual Property Rights (IPR) associated with the Client Assets submitted to BoomBit remain the property of the Client. Any pre-existing IPR at the time of Agreement remains with the original owner. Specifically, IPR related to the Games and Client Assets belong to the Client, while IPR related to BoomBit’s Playable(s) editor belong to BoomBit. BoomBit does not transfer any ownership rights in the Playable(s) editor. Each Party acquires rights from the other Party only as explicitly granted in Agreement.
As part of the Agreement, The Client hereby grants BoomBit a non-exclusive, sublicensable license to use the Games and Client Assets for the purpose of fulfilling BoomBit’s obligations as specified in the Agreement. This license is granted for the duration of the Term and forms part of the remuneration outlined in Agreement. The scope of this license includes, but is not limited to, the following fields of exploitation:
1. Reproduction Rights: The right to reproduce the Games and Client Assets, in whole or in part, by any means and in any form necessary for loading, displaying, running, transmitting, and storing, including saving in all techniques/systems/types on any recording media and copying these to other techniques/systems/types of recording/carriers.
2. Duplication and Distribution: The right to duplicate in unlimited copies using any medium and technique, and to distribute and publicly make available the Games and Client Assets, ensuring access to them at the place and time chosen by the public.
3. Broadcasting and Marketing: The right to broadcast, including digitally, around the world via various channels and to market media containing the Games and Client Assets in unlimited copies.
4. Digitization and Display: The right to digitize, including changing the system/format, and to publicly display and play back the Games and Client Assets, including in virtual or augmented reality settings.
5. Promotional Use: The right to use the Games and Client Assets for informational, advertising, promotional, and marketing purposes across various media and platforms.
6. Derivative and Secondary Rights: The right to modify, adapt, and create derivative works from the Games and Client Assets, and to authorize the use and distribution of these derivatives for various purposes, including promotion and advertising.
7. Digital Distribution: The right to upload to and share through wired and wireless telecommunications networks, including cloud gaming services, digital distribution platforms, and file-sharing protocols, with the ability to perform unlimited uploads and editions.
8. Computer Program Usage: The right to reproduce, translate, adapt, and alter the computer program aspect of the Games and Client Assets, as necessary for the development and modification of the Playable(s).
BoomBit, as part of the remuneration specified in the Order, transfers to the Client the proprietary economic copyright (IPR) to these elements of the Playable(s), which are an expression of creative activity of an individual character, determined in whatever form, regardless of the value, destination and manner of expression, within the meaning of art. 1 of the Polish Copyright and Related Rights Act (hereinafter referred to as the “Work” or “Works”) in the following fields of exploitation:
1. saving in all techniques/systems/types the recording on any recording media such as magnetic, digital, photosensitive, printing, and the like, and copying the saved recordings to other technique/system/type of recording/carrier, including magnetic recording media, digital, photosensitive media in an unlimited number of media;
2. duplication of records in an unlimited number of copies on any medium, including any technique, including media such as magnetic, photocopying, printing, reprographic,digital;
3. replacement of the media on which the Works are fixed and the uploading recordings to the computers’ and servers of computer networks’ memory, also generally available on the Internet and sharing their recordings (files) with users (making use) of such networks worldwide, including through telecommunications networks at the location and time they have selected, including in the VOD system, making available through websites (www) and Internet portals, P2P and other file sharing and/or exchange protocols;
4. distribute, including lending or renting, a computer program or a copy thereof,and publicly making available the Work in such a way that everyone may have access to it at the place and time it chooses;
5. multiple video and audio broadcasting, wired and wireless, also stereophonically, via terrestrial and satellite channels, including the so-called “digital platforms” around the world, to the recipients of all television reception systems (including also all formulas of users, etc., dissemination in closed objects, ships, planes, etc.);
6. marketing of recording media (all types, including VCDs, DVDs, video cassettes, digital files, CDs, cassette tapes, digital files, etc.) and their fragments in an unlimited number of copies, as well as their lending and leasing;
7. digitization of the Works, including changes of the system / recording format;
8. permitting on an exclusive basis the broadcasting by other television organizations, including distribution in cable networks and digital platforms, and in telecommunication networks and networks widely available as in the Internet;
9. public display and playback, including the virtual reality or augmented reality technology;
10. within any promotion and advertising – in any media, on any carriers and distribution channels including movies, trailers, photos, reviews, descriptions, comments, music video clips and other audiovisual works, television and radio programs, contests, programs, as well as television, radio, street, printed and Internet advertising, and in any other scope;
11. making entries to wired and wireless telecommunications networks and sharing their records (files) with users (making use) of such networks worldwide, including through mobile phones and other mobile devices at the location and time chosen by them;
12. making entries to the memory of computers and servers of computer networks, also generally available as on the Internet, and sharing their recordings (files) with users (making use) of such networks worldwide, including through telecommunications networks at the location and time they have selected, including in the VOD system (by which the parties understand in particular: video on demand, video on demand rental, video on demand sell through, near video on demand, subscription video on demand, Internet video on demand), disseminating through web sites (www) and Internet portals, P2P and other protocols for sharing and/or exchanging files, with unlimited number of uploads and edition volumes;
13. entering the originals of the Work and its copies into the business transactions;
14. usage of the Work as an indication of an entrepreneur in the business transactions;
15. incorporation of the Work into other projects and studies.
All content available on our Webpages (including https://playable.works/ and https://editor.playable.works/), as well as all derivative works thereof, are owned by BoomBit or other parties that have licensed their material or provided services to us. These materials are protected by copyright, trademark, trade secret, and other intellectual property laws. All BoomBit trademarks, service marks, logos, slogans, and taglines are the exclusive property of BoomBit. All other trademarks, service marks, logos, slogans, and taglines are the property of their respective owners. Except as expressly provided herein, nothing in these terms shall be construed as granting any license or right to use any trademarks, service marks, logos, slogans, or taglines displayed on BoomBit’s websites without the express written permission of BoomBit or the respective third-party owner.
BoomBit may use the Playable(s) developed under Agreement across various media formats and platforms for promotional and showcase purposes. This includes, but is not limited to, display on BoomBit’s website, (https://playable.works) in digital portfolios, during presentations, and as part of public exhibitions, such as trade fairs and industry expos. This arrangement is provided free of charge and is integral to the contractual agreement between BoomBit and the Client. The Client agrees that BoomBit may utilize the Playable(s) in perpetuity, without any requirement for additional permission or entitlement to financial compensation, benefits, or royalties, irrespective of the method or location of display.
The Client agrees to include, unless otherwise declined, a marking such as “Powered by playable.works” (or similar) on each Playable(s) developed under Agreement. This marking will be small and discreet, located in a non-intrusive position such as the bottom of the screen during the loading phase, beginning, or end of the Playable(s). However, the Client may opt out of this requirement by providing written notice to BoomBit via email.
LICENSE GRANT AND RESTRICTIONS

As part of Agreement, BoomBit grants the Client a non-exclusive, revocable, limited, transferable, and non-sublicensable license to use the Services for the commercial use and distribution of Playable(s) created using BoomBit’s Playable(s) Editor. This license includes a worldwide, perpetual, non-exclusive, and royalty-free right to use, copy, modify, and distribute the Playables for promotional activities. However, certain restrictions apply to protect BoomBit’s proprietary tools and services:
1. Resale and Access Limitations: You are not permitted to resell, lease, or provide access to BoomBit’s Playable(s) Editor, either directly or through any third-party arrangement.
2. Distribution of Playables: You may commercially use and distribute the Playable(s) created through the Services, but you may not distribute, publicly perform, or publicly display BoomBit’s Playable(s) Editor itself or any part of the Services unrelated to the finished Playables.
3. Content Modification and Derivative Works: You may modify and create derivative works from the Playable Advertisements created using the Services. However, creating derivative works from, modifying, revising, or otherwise making any derivative uses of BoomBit’s Playable(s) Editor or any other part of the Services is strictly prohibited.
4. Prohibition on Decompilation and Reverse Engineering: Decompilation, reverse engineering, or otherwise attempting to derive the source code for BoomBit’s Playable(s) Editor or any other part of the Services is prohibited, except to the extent expressly permitted by applicable law.
5. Intended Use: The Services, including BoomBit’s Playable(s) Editor, are to be used solely for the intended purpose of creating and distributing Playable Advertisements. Any use of the Services beyond this scope is not permitted under this license.
You may not store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher, or attempt to discover any programming or source code used in the Materials, except as permitted in Agreement. You may not sell, assign, sublicense, grant a security interest in, or transfer any rights in the Materials, or create derivative works based on or commercially exploit the Materials, except as expressly permitted in Agreement. Any use of the Materials for purposes other than those specifically permitted herein or without prior consent is prohibited. All rights not expressly granted in Agreement are reserved.
Violation of these terms may result in the immediate revocation of this license and potential legal action. You acknowledge that BoomBit retains all rights, title, and interest in BoomBit’s Playable(s) Editor and all other parts of the Services not expressly granted under this license.
The Client hereby extends irrevocable consent to BoomBit for the use of the Playable(s) developed under Agreement across various media formats and platforms for promotional and showcase purposes. This includes, but is not limited to, display on BoomBit’s website, (https://playable.works) in digital portfolios, during presentations, and as part of public exhibitions, such as trade fairs and industry expos. This arrangement is provided free of charge and is integral to the contractual agreement between BoomBit and the Client. The Client agrees that BoomBit may utilize the Playable(s) in perpetuity, without any requirement for additional permission or entitlement to financial compensation, benefits, or royalties, irrespective of the method or location of display.
REMUNERATION AND DELIVERY TERMS

For the development and delivery of the Playable(s) and Services under Agreement, BoomBit shall receive remuneration as expressly specified in the Order placed by the Client. This remuneration is determined based on the unique specifications, requirements, and scope of work detailed in each individual Order.
Unless otherwise stipulated in the Order, remuneration for the development of the Playable(s) shall be paid in advance within the agreed period and prior to BoomBit commencing any work.
BoomBit reserves the right to withhold the commencement of development services for the Playable(s) until the advance payment is received, which is a fundamental term of the Agreement and does not constitute a breach by BoomBit; amounts shall be increased by VAT if applicable.
The Client shall have no right to set off any amount owed to BoomBit under Agreement except by mutual consent; fees must be paid in full as specified in the invoice, with the Client liable for any deductions, and each Party is responsible for their own taxes, with the Client making payments without deduction or withholding for taxes unless required by law.
BoomBit shall endeavor to deliver the Playable(s) by the agreed-upon delivery date specified in the Order. While BoomBit commits to acting with due diligence to meet delivery timelines, minor delays may occur. A minor delay, defined as a delay of up to ten (10) business days, in the delivery of the Playable(s) shall not constitute grounds for compensation, repayment, cancellation of the Agreement, or any other penalty against BoomBit. In the event of any delay, BoomBit shall promptly communicate with the Client to provide updates and an estimated new delivery timeline.
CLIENT ASSETS

As part of the Agreement, The Client shall provide all necessary assets (Client Assets) for the development of the Playable(s). BoomBit will initiate the development of the Playable(s) only after the Order has been duly signed by the Client and all necessary assets (Client Assets) have been delivered. Upon receipt of the Client Assets, BoomBit reserves the right to review, modify, instruct changes to, or reject any Client Assets if, in its sole discretion, BoomBit deems them non-compliant with applicable laws or policies. This clause is only applicable when the Client has specifically opted for the use of their own assets in the development of the Playable(s). In instances where the Client’s assets are used, BoomBit also retains the authority to remove any content or links that contain or relate to inappropriate or unlawful material, without prior notice.
You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Client Assets”). BoomBit is not responsible for your Client Assets. You hereby grant BoomBit a worldwide, royalty-free, non-exclusive license to host and use the Client Assets in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any Client Assets that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Client Assets regularly and frequently.
The Client acknowledges that due to the technical constraints of ad networks, particularly memory limits for Playable(s), their Assets may not be suitable for production or compression within these limits. If the provided assets exceed the size limitation, BoomBit will optimize them, which may include modifying, compressing, or omitting certain assets to comply with network restrictions. As a result, the Playable(s) may not fully replicate the original Game. It is explicitly understood that the Playable(s) will inherently differ from the original Game due to these constraints. The Client accepts these adjustments as essential for delivery and agrees not to hold BoomBit liable for any quality degradation or deviations from the original Game resulting from these necessary modifications.
FEEDBACK

The Client agrees to provide timely, clear, and detailed feedback on the functionality, usability, and overall quality of the Playable(s). This feedback should be constructive and specifically aimed at aiding BoomBit in enhancing the effectiveness and appeal of the Playable(s). Feedback can be provided through standard electronic communication channels such as email or any other agreed-upon method.
BoomBit commits to creating and delivering the Playable(s) as per the Order specifications, with the understanding that, based on Client’s feedback during development, BoomBit reserves the right to make reasonable adjustments to ensure alignment with the Client’s vision, while maintaining the integrity and feasibility of the final product as determined by BoomBit’s professional judgment.
The Client is obligated to engage actively and collaboratively with BoomBit. This includes promptly responding to BoomBit’s queries and requests for clarifications, and participating in essential discussions for resolving issues, implementing bug fixes, and improving the overall quality of the Playable(s).
All reports, materials, information, ideas, concepts, feedback, and know-how provided by the Client to BoomBit regarding the Playable(s) will be considered the exclusive property of BoomBit. BoomBit retains the right to use, modify, and incorporate such contributions into the Playable(s) or other projects, without any obligation or compensation to the Client
PRIVACY

Please review our Privacy Policy, which also governs your visit to this website, to understand our practices. You can access it at [https://playable.works/privacy-policy/].

CONFIDENTIALITY

Each Party shall treat as confidential all information designated as Confidential Information by the other Party. Disclosure of Confidential Information is permitted only as required by law or necessary to fulfill obligations under Agreement. Within ten (10) days of termination, each Party shall return all Confidential Information to the rightful owner, where reasonably possible. Confidential Information shall be protected under Article 23 of the Polish Anti-Unfair Competition Act for the duration of Agreement and after its termination.
The confidentiality obligations do not apply to:
1. Publicly available information, unless made public due to a breach by the Party;
2. Information disclosure required by law or court order;
3. Disclosure to the Party’s managing or supervisory members, employees, advisors, statutory auditors, or attorneys, with the disclosing Party responsible for their actions as their own; or
4. Disclosure with the prior written consent of the other Party.
Each Party acknowledges that breach of this confidentiality provision may result in irreparable harm, entitling the other Party to seek injunctive relief in addition to other legal remedies.
CLIENT GUIDELINES
By placing and Order and utilizing our Services, you agree to the following:

You will not use the Playable(s) nor the Services for any unlawful purposes or activities, including but not limited to fraud, embezzlement, money laundering, or insider trading.
You will not use the Playable(s), Services or Materials to impersonate another person.
You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by BoomBit without our express written permission.
You will not upload, post, email, transmit, or otherwise make available any Client Assets containing viruses, worms, Trojan horses, or any other harmful code that interrupts or limits the functionality of the Content or Services or affects any BoomBit Client’s access to the Content and Services.
You will not access the Services through automated methods. The Services must be accessed and used through manual control via an electronic device.
You will not attempt to access the Content or Services by any means other than through the interfaces provided by BoomBit.
You will not attempt to override any security component of the Services.
You will not engage in any action that directly or indirectly interferes with the proper functioning of or places an unreasonable load on BoomBit’s infrastructure.
You guarantee that all Client Assets and materials provided are either your own intellectual property or are used with proper authorization and that their use by BoomBit for Agreement will not infringe upon any third-party rights.
You will not publish Client Assets that are:
1. Pornographic, sexually explicit, or violent
2. Illegal or infringing on the intellectual property rights of others
3. Likely to cause harm or reasonably considered slanderous or libelous
4. In breach of another’s privacy
BoomBit reserves the right to determine, at its sole discretion, whether an account violates these guidelines. Violations may result in tracking Client information and storing it to identify offending Clients. Offending Clients may be permanently banned from holding an account or using the Services. If BoomBit reasonably determines that your account is being used for illegal or fraudulent activity, your account may be immediately terminated, and your financial data erased. We may also report such activities to law enforcement officials in the appropriate jurisdictions.
DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY

Risk Acknowledgment and Warranty Disclaimer: You agree that your use of BoomBit’s Websites is at your own risk. BoomBit, to the fullest extent permitted by law, disclaims all warranties, express or implied, regarding the website and your use thereof, and makes no representations about the accuracy or completeness of content on the Website or linked sites.
Limitation of BoomBit’s Liability: BoomBit shall not be liable for any consequences resulting from account blocking or rejection by analytics services or advertising networks, including any direct or indirect consequences beyond BoomBit’s control.
Client’s Liability for Use of Playable(s) Editor: The Client acknowledges and agrees that it assumes all liability in connection with the use of BoomBit’s Playable(s) Editor for the iteration and customization of Playable(s). BoomBit shall not be held responsible for any errors, omissions, or issues that arise as a direct or indirect result of the Client’s actions or decisions made while using the Playable(s) Editor. The Client shall be solely responsible for ensuring that the use of the Playable(s) Editor complies with all applicable laws and regulations.
Client’s Indemnification Obligations: Client agrees to indemnify and hold BoomBit and its Affiliates harmless from any third-party claims arising out of: (a) the Client’s use of Playable(s); (b) the content of Client Assets; (c) any breach of Agreement or law by the Client; (d) failure to comply with laws regarding Playable(s); or (e) gross negligence or willful misconduct by the Client.
BoomBit’s Indemnification Obligations: BoomBit agrees to indemnify and hold the Client and its Affiliates harmless from any claims arising out of: (a) BoomBit’s breach of Agreement; or (b) gross negligence or willful misconduct by BoomBit.
Analytics Data: The Client acknowledges that while BoomBit endeavors to provide comprehensive analytics through BoomBit’s Playable(s) editor, the collection and quality of such analytics may be subject to the limitations and policies of external ad networks. BoomBit is not responsible for any restrictions imposed by ad networks that may prevent the transmission of data events from the Playable to BoomBit’s servers. In cases where an ad network prohibits such communication, the capability to collect analytics will consequently be impeded or may cease entirely. The Client agrees to use the analytics provided in the BoomBit’s Playables editor at their own risk and acknowledges that BoomBit shall not be liable for any inability to collect, or any inaccuracies in, the analytics data due to such external restrictions
Ad Network Approval and Analytics Transmission: The Client acknowledges that third-party ad networks may reject the Playable(s) during their review process or may ban the transmission of analytics. BoomBit ensures compliance with the standard requirements of ad networks but cannot guarantee acceptance of Playable(s) by all networks. The Client agrees that BoomBit shall not be liable for any rejection or penalties resulting from the submission of Playable ads or for the discontinuation of analytics services due to ad network policies.
Restrictions on the Use of Playable(s) Editor: Client will not (and will not allow any third party to): (i) copy or duplicate the BoomBit’s Playable(s) editor or Services; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the BoomBit’s Playable(s) editor; (iii) modify, translate, or create derivative works based on the BoomBit’s Playable(s) editor; (iv) rent, lease, distribute, sublicense, resell, pledge, assign, or otherwise transfer or encumber rights to the BoomBit’s Playable(s) editor; or (v) remove or otherwise alter any proprietary notices or labels from the BoomBit’s Playable(s) editor or any portion thereof.
Discontinuation of the BoomBit’s Playable(s) editor service: In the event that BoomBit discontinues the “BoomBit’s Playable(s) editor” service, any accumulated complimentary access months to the editor that the Client has yet to use will be forfeited without the right to refund. The Client acknowledges that cessation of the editor service by BoomBit will terminate any unused access periods, and the Client shall not be entitled to any compensation or reimbursement for any such unused access.
Server Availability: BoomBit strives for uninterrupted service but cannot guarantee 100% uptime. The Client acknowledges possible downtime and agrees BoomBit is not liable for any resulting losses or damages.
Indemnification and Limitation of Liability: The Client agrees that BoomBit will exercise due care and skill in the development and functioning of the Playable(s). However, BoomBit shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to, loss of profits, data, or other intangible losses (even if BoomBit has been advised of the possibility of such damages), resulting from: (i) the performance or operation or the Client’s use of the Playable(s); (ii) any provision of or failure to provide the Playable(s); or (iii) any information available through the Playable(s). The Client agrees to indemnify and hold BoomBit harmless from any claims, damages, liabilities, and expenses arising from the Client’s use of the Playable(s) in a manner inconsistent with Agreement or resulting from any failure of the Playable(s) to perform as expected during critical periods such as a Game launch or similar.
Limitation of Liability for Damages:IN NO EVENT WILL BOOMBIT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, INCURRED BY CLIENT ARISING OUT OF Agreement, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL BOOMBIT BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF THE AMOUNTS PAID BY CLIENT TO BOOMBIT DURING THE SIX-MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME THAT THE CAUSE OF ACTION AROSE
Analytics Data: BoomBit disclaims all liability for the accuracy, completeness, or availability of data provided through the Analytics feature within the Playable(s) editor. The Client acknowledges that Analytics is dependent on third-party ad networks’ policies, which may restrict data communication and limit the Analytics feature’s functionality. BoomBit shall not be liable for any loss, damage, or inconvenience caused by such limitations or inaccuracies in Analytics data, or for any decisions made based on such data.
Subscription and Data Retention: BoomBit reserves the right to remove Analytics, data and user information from the Playable(s) editor service for any Client account that has not maintained an active subscription for a period of one year. BoomBit is not obligated to retain such data beyond this period of inactivity. Clients who have not subscribed within this time frame will retain access to the Playable builds created during their paid subscription, but will not be permitted to create new variations or access analytics data until a new subscription is activated.
Browser Compatibility: BoomBit ensures that the BoomBit’s Playables editor is optimized for use with the Chrome browser and recommends its use for the best experience. However, BoomBit does not guarantee that the BoomBit’s Playables editor will operate flawlessly on other browsers. The Client acknowledges that variations in performance and functionality may occur when using browsers other than Chrome, and BoomBit disclaims all liability for any such discrepancies. It is the Client’s responsibility to ensure compatibility when choosing to use the editor on alternative browsers.
Device Compatibility: BoomBit designs Playable(s) to operate on devices that meet the hardware requirements of the Client’s Game upon which they are based. However, BoomBit does not guarantee that the Playable(s) will function on all devices. Compatibility is contingent upon the device meeting these specified hardware requirements. The Client acknowledges that discrepancies in Playable(s) performance may occur due to variations in device hardware and agrees that BoomBit shall not be held liable for such inconsistencies.
Technical Limitations: BoomBit is not responsible for playback issues related to technical limitations of web browsers. Certain functionalities, including audio playback, may require user interaction due to browser-imposed restrictions. The Client acknowledges that such technical constraints are beyond BoomBit’s control and agrees that BoomBit shall not be held liable for any discrepancies in Playable(s) performance arising from these restrictions.
Ad Network Compatibility: BoomBit will optimize the Playable(s) for compatibility with a selection of leading ad networks, including Applovin, Google Ads, Ironsource, Facebook, TikTok, Unity, Mintegral, Kwai, Molocco among others. While BoomBit endeavors to ensure Playable(s) function seamlessly across these recommended networks, the Client acknowledges that changes in network policies or technical requirements may affect Playable performance. BoomBit cannot guarantee flawless operation on all platforms at all times and shall not be liable for issues arising from network-specific limitations or compatibility changes.
“As Is” Provision of Services and Materials: ANY PLAYABLES, SERVICES, OR MATERIALS PROVIDED BY BOOMBIT TO CLIENT IN CONNECTION WITH Agreement ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOOMBIT, ITS AFFILIATES, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IMPLIED BY COURSE OF DEALING OR TRADE USAGE OR PRACTICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PLAYABLES AND SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM THE PLAYABLES OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE BOOMBIT ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS.
Specific Acknowledgment by Client: YOU SPECIFICALLY ACKNOWLEDGE THAT BOOMBIT SHALL NOT BE LIABLE FOR CLIENT CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Website Use and Security of Client Content: BOOMBIT DOES NOT RECOMMEND THE USE OF THE WEBSITE FOR HOSTING OF PERSONAL CONTENT AND SHALL NOT BEAR ANY SECURITY RISKS REGARDING BREACH OR DAMAGE TO ANY CLIENT CONTENT.
Website Accessibility and Legal Compliance: BOOMBIT MAKES NO REPRESENTATIONS THAT THE BOOMBIT WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS. THOSE WHO ACCESS OR USE THE BOOMBIT WEBSITE FROM JURISDICTIONS PROHIBITING SUCH USE, DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
Non-Exclusivity and Independent Development: Agreement shall not prevent BoomBit from entering into similar agreements with third parties within the same area of business as the Client, or from independently developing, using, selling, brokering, or licensing products and/or services which are similar to those provided under Agreement.
NON-SOLICITATION

The Client agrees that during the term of Agreement and for a period of twenty four (24) months following its termination or expiration, the Client shall not, without the prior written consent of BoomBit, directly or indirectly solicit, recruit, hire, or engage in any manner, whether for their own benefit or for the benefit of any other person or entity, any employee, consultant, or subcontractor of BoomBit or its Affiliates who was directly or indirectly involved in the execution, planning, or management of the tasks and obligations, including but not limited to the creation of Playable(s) provided under Agreement.
In the event of a breach of prohibition of recruitment described in section 7 above by the Client, agrees to pay BoomBit a contractual penalty in the lump sum of 100,000 USD (one hundred thousand) for each violation. The obligation to pay a contractual penalty does not depend on the occurrence of the damage and does not preclude the pursuit of supplementary damages under general principles.
A violation of this provision by the Client shall be considered a material breach of Agreement, entitling BoomBit to pursue any legal remedies available, including but not limited to the termination of the Agreement, seeking injunctive relief to prevent further breaches, and claiming the specified contractual penalty as liquidated damages.
The Client commits to promptly notify BoomBit in case of any solicitation or recruitment approaches by third parties that may infringe upon the provisions of this provision, to the extent such information is known or reasonably should have been known.
TERM AND TERMINATION

The Agreement shall commence on the Effective Date indicated in the Order and shall continue indefinitely until terminated as set forth in this section.
Both Parties may mutually agree to terminate the Agreement in writing at any time, provided that all obligations related to the development and delivery of Playable(s), as well as all due payments for completed and ongoing Playable(s) Orders, have been fulfilled satisfactorily.
BoomBit reserves the right to terminate Agreement with immediate effect by providing written notice to the Client if any of the following circumstances occur:
1. The Client fails to make any payment due under Agreement on the due date for payment and remains in default for not less than 10 business days after being notified in writing to make such payment.
2. The Client commits a material breach of any term of Agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 business days after being notified in writing to do so.
3. The Client repeatedly breaches any of the terms of Agreement in such a manner as to reasonably justify the opinion that the Client’s conduct is inconsistent with having the intention or ability to give effect to the terms of Agreement.
4. The Client is subject to any bankruptcy or insolvency proceedings, or if the Client makes an arrangement or composition with its creditors, or goes into liquidation, either voluntary (otherwise than for a bona fide amalgamation or reconstruction) or compulsory, or if a receiver or administrator is appointed over any of the Client’s assets.
5. In the event of immediate termination by BoomBit, BoomBit shall cease all work on any current Orders immediately and shall be entitled to payment for all work performed up to the date of termination, including any expenses incurred. The Client shall also be liable for any additional costs or damages resulting from such termination.
Either Party may independently terminate Agreement for any reason with a minimum of 1 month’s prior written notice to the other Party. Such notice should specify the reason for termination and any necessary steps to resolve ongoing obligations.
In the event of termination, it is understood that any Playables currently in development under ongoing Orders must be completed, and the Client remains liable for the payment of these Orders, including any work performed up until the termination takes effect. This ensures that work in progress is not left incomplete and both Parties are able to close their commitments in an orderly and fair manner.
No Party shall, without the prior written consent of the other Party, be entitled to assign the rights or obligations under Agreement in whole or in part.
NOTICES

All formal communications, including notices, related to Agreement shall be made in writing or via email. All correspondence, representations, and the submission and receipt of VAT invoices shall use the addresses and email data indicated in the Order.
All the notices sent by courier will be considered as received upon delivery, notices sent by prepaid registered letter will be considered as received upon receipt, notices sent by email (and confirmed by sending a recorded delivery letter) between 9:00 and 17:00 (Central European Time) on a business day in the place of receipt, on the same day, and if sent at any other time, at 9:00 on the following business day in the place of receipt, on condition that when sending the e-mail the sender does not receive information on unsuccessful transmission and on condition that the same correspondence is sent to the Party by registered letter or by courier, within the following 3 business days.
GOVERNING LAW AND JURISDICTION:

Agreement and the rights and obligations of the Parties hereunder shall be governed by, construed and interpreted in accordance with the laws of Poland, irrespective of its rules governing conflict of laws;
in the case of a dispute between the Parties regarding the validity, interpretation or performance of Agreement, the Parties agree to use its best efforts to resolve the dispute amicable within 30 days after one Party notifies the other Party that a dispute has arisen;
If the Parties do not reach an amicable solution within 30 days after one Party is notified by the other Party that a dispute has arisen, the dispute will be resolved by a relevant court having jurisdiction over the registered seat of BoomBit.
DISPUTES

You agree that: Agreement and the rights and obligations of the Parties hereunder shall be governed by, construed and interpreted in accordance with the laws of Poland, irrespective of its rules governing conflict of laws;

in the case of a dispute between the Parties regarding the validity, interpretation or performance of Agreement, the Parties agree to use its best efforts to resolve the dispute amicable within 30 days after one Party notifies the other Party that a dispute has arisen;
if the Parties do not reach an amicable solution within 30 days after one Party is notified by the other Party that a dispute has arisen, the dispute will be resolved by a relevant court having jurisdiction over the registered seat of BoomBit.
MISCELLANEOUS

Should any part of these Terms and Conditions be deemed unenforceable, the remainder shall continue to be valid and enforceable. Failure by us to enforce any provision of these Terms and Conditions does not constitute a waiver of our rights.
Amendments or waivers of these Terms and Conditions must be in writing and will be valid only if posted on our Website. You may not transfer any of your rights or obligations under these Terms and Conditions without our consent.
Our rights and obligations under these Terms and Conditions may be assigned by us in the event of a merger, acquisition, sale of assets, by operation of law, or otherwise. These Terms and Conditions do not grant rights to any third-party beneficiaries.
A printed version of these Terms and Conditions and any electronically provided notices will be admissible in judicial or administrative proceedings to the same extent and under the same conditions as other business documents originally in printed form.

If you have any inquiries about data security, our services, or specific questions related to these terms and conditions, please feel free to reach out to us at the following e-mail address: legal@boombit.com.