ODIN License Agreement
This Agreement outlines the licensing terms for the ODIN SDK provided by 4Players GmbH (“4Players”) to the Licensee (4Players and the Licensee each a “Party” and together the “Parties”):
Scope of the Agreement
4Players has developed the ODIN software, a cross-platform software development kit (“ODIN SDK”) that enables developers to integrate real-time chat technology into multiplayer games, apps and websites. ODIN SDK provides a complete, out-of-the-box solution that has been designed and built from the ground up for gamers, developers and publishers. Besides, 4Players hosts the servers, handles the network and the audio processing that is required for voice communication (the “ODIN Server”).
By utilizing the ODIN SDK (see Section 2. Right to use), the “Licensee” accepts the terms outlined in this Agreement. This acceptance grants the Licensee the right to use the ODIN SDK under the conditions specified herein.
Licensees are entitled to use the ODIN SDK for development and testing purposes under the following conditions:
Free access, enabled by a complimentary access code for the 4Players cloud, supports up to 25 concurrent users, ideal for initial development and testing (“Free Use”).
Should the Licensee exceed this 25-user limit, move towards a public launch (including public beta or early access), or require on-premise hosting, a transition to a paid subscription is necessary. Options for cloud hosting or on-premise hosting can be purchased directly from the 4Players website. For unique needs, our sales team is available to provide customized offers (“Fee-Based Use”).
The Licensee can choose from the following hosting options:
On-Premise Hosting: The Licensee receives the right to host instances of the ODIN Server independently. These instances must consistently report telemetry data to 4Players, to enable optimal operation and support.
Cloud Hosting: The Licensee receives access to the ODIN Server, which is managed and maintained by 4Players. This option provides a hassle-free, comprehensive solution without the need for the Licensee to handle server-side processing or maintenance.
Regardless of which option the Licensee chooses, he is authorized to utilize the ODIN SDK in accordance with the terms set out in this Agreement, ensuring a flexible and scalable solution for integrating real-time chat technology into various digital platforms. Irrespective of whether the Licensee chooses a hosting option or not, this Agreement exclusively governs the right to use ODIN SDK.
Right of Use
4Players hereby grants the Licensee a worldwide, royalty-free, non-exclusive and non- transferable right to use the ODIN SDK (the “License”) in accordance with Section 2.2, together with Licensee owned and/or licensed software and technology which Licensee uses and integrates with the ODIN SDK (the “Licensee Software”).The License is limited in time to the term of this Agreement.
The License serves to improve the real-time communication capabilities within the Licensee’s applications and is limited exclusively for the following purposes:
Integration: The Licensee is granted the right to incorporate the ODIN SDK into its application(s). This involves implementing the ODIN SDK according to the guidelines and documentation provided by 4Players.
Operation: Upon successful integration, the Licensee is authorized to operate the ODIN SDK and ODIN Server to facilitate real-time voice communication within its application(s).
Enhancement: Licensee is permitted to use the ODIN SDK's capabilities to enrich user interaction within its application(s), including but not limited to enabling community discussions, virtual meetings, training sessions, or other activities that necessitate real-time communication or real-time data synchronization.
The rights granted under this agreement do not cover activities beyond the expressly stated scope. The License does not include any form of sublicensing, transferring, selling, renting, or otherwise distributing the ODIN SDK to third parties unless explicitly authorized by 4Players in writing. Furthermore, modifications, reverse-engineering, or alterations to the source code of the ODIN SDK or ODIN Server are not permitted.
During the term of this Agreement, the Licensee is entitled to download the current version of the ODIN SDK from the website of 4Players or Github (github.com/4players). Documentation is provided online at 4players.io/odin.
The Licensee acknowledges and confirms that he has tested the ODIN SDK integration in its target system environment using the free access key provided to ensure the compatibility and performance meet his requirements. If the Licensee opts for On- Premise Hosting, he is solely responsible for testing and ensuring that the system environment is suitable for the optimal operation of the ODIN Server.
The right to decompile the ODIN SDK granted to Licensee herein is only granted under the terms of Section 69e para. (1) nos. 1 to 3 UrhG and within the limits of Section 69e para. (2) nos. 1 to 3 UrhG.
Except as set out in this Agreement, no rights to use the ODIN SDK or ODIN Server are granted to the Licensee.
IP Rights
The Parties acknowledge and agree that 4Players is the sole owner of the Intellectual Property Rights in the ODIN SDK and the ODIN Server (including the respective source code). This applies also if and to the extent that 4Players will – at the request of the Licensee – render services which effects, changes or modifies the ODIN SDK or ODIN Server. Except as set out herein, the Licensee shall not acquire or receive any rights with regard to the ODIN SDK.
All documentation, documents, data, plans and other information provided by either Party to the other Party in connection with this Agreement shall be used only for the purposes of this Agreement and shall remain the exclusive property of the providing Party.
The Licensee shall retain (to the extent applicable) and own all rights in the Licensee Software (including its respective source codes), his personal data, all data gathered by Licensee whilst using the ODIN SDK and ODIN Server, and all deliverables arising out of or in connection with this Agreement.
Each Party undertakes not to challenge the Intellectual Property Rights of the other Party, nor to have them challenged by third parties, nor to support third parties in any way in the challenge.
“Intellectual Property Rights” means all inventions, patents, software, copyrights, mask, works, industrial property rights, trademarks, trade secrets, know-how, proprietary information and rights and information of a similar nature. Such
information includes, without limitation, designs, processes, drawings, prints, specifications, reports, data, technical information, and instructions.
Warranty
4Players is not obliged under this Agreement, to remedy any malfunction or defect in the ODIN SDK, unless expressly agreed otherwise by the Parties.If the Licensee has entered into a separate agreement with 4Players on the fee-based use of the ODIN Server, the following shall apply in deviation from Section 4.1:The statutory provisions shall apply unless otherwise stipulated below.
If the Licensee detects any malfunctions or defects of ODIN SDK, he must notify 4Players immediately.
Rights in case of malfunctions or defects shall be excluded in the case of minor or immaterial deviations from the agreed or assumed characteristics. Product description shall not be deemed guaranteed by 4Players unless the product description including the ODIN SDK description is set out in this Agreement or otherwise agreed separately in writing. In respect of updates, upgrades and the delivery of new versions of the ODIN SDK, Licensee’s rights in case of defects shall be limited to the new features of the update, upgrade or new version compared to the previous version release.
In case of a malfunction or a defect of ODIN SDK, 4Players shall remedy such malfunction or defect in accordance with the provisions of the Service Level Agreement (SLA) included with the Fee-Based Usage subscription. For the avoidance of doubt, the SLA shall only apply if the Licensee has concluded a separate agreement with 4Players on the fee-based use of the ODIN Server. Otherwise, the Licensee has no rights under the SLA.
4Players is not responsible for any changes or additions to the ODIN SDK made by the Licensee himself or by third parties. 4Players is also not responsible for defects, which are caused by improper use by the Licensee.Any claims for damages are subject to the limitations set forth under Section 6.
Rights in Case of Defects in Title
If third parties assert rights to the ODIN SDK against the Licensee, he shall inform 4Players immediately in writing of the assertion of such rights and shall give 4Players all powers of attorney and authorisations necessary to defend ODIN SDK against the asserted rights of third parties.
4Players shall do everything in its power, in order to defend ODIN SDK at its own expense against the claims of third parties.
To the extent that there are defects in title, 4Players is entitled at its option to either (i) take legitimate measures to remove the third party rights, which impair the contractual use of ODIN SDK, or (ii) remedy the enforcement of such claims, or (iii) change or replace ODIN SDK in such a manner, that it no longer infringes the rights of third parties, provided and to the extent that this does not substantially impair the functionality of ODIN SDK.
The Licensee is not entitled to any rights under Section 5.2 or Section 5.3 if he has not concluded an agreement with 4Players on the fee-based use of the ODIN Server.
Liability
The liability of 4Players shall be limited to the following:
4Players shall be unrestricted liable i) in the event of malice, intent or gross negligence; ii) within the scope of a guarantee expressly assumed by 4Players; iii) for damages arising from injury to life, limb or health; and iv) in accordance with the provisions of the German Product Liability Act (ProdHaftG).
4Players shall be liable for the breach of a material contractual obligation, the fulfilment of which is a prerequisite for the proper performance of the Agreement and on the observance of which the Licensee regularly relies and may rely (cardinal obligation). In the case and simple negligence, however, the liability shall be limited to the amount which was foreseeable by 4Players at the time the respective service was performed.
Besides, the liability of 4Players is excluded.
The Licensee is obliged to prevent and minimise damage, for example through data backup and state-of-the-art virus defence.
Term and Termination
This Agreement is concluded for an indefinite period. It can be terminated at any time with a notice period of 3 months to the end of each calendar month. A deviating agreement, in particular a separate agreement with 4Players on the fee-based use of the ODIN Server, shall prevail.
The right to terminate this Agreement for good cause shall remain unaffected. Such good cause for an extraordinary termination exists, in particular, if the Licensee uses the ODIN SDK without a separate agreement with 4Players on the fee-based use of the ODIN Server, although the requirements for Free Use within the meaning of section 1 are not met.
Confidentiality
The Parties agree to keep all confidential information which becomes known to them during the performance of this Agreement strictly confidential and only to use such information for the contractually agreed purposes. Confidential information for the purpose of this provision shall mean information, documents, details and data, which is marked as such or is to be seen as confidential because of its nature. The Parties shall not seek to register intellectual property rights in respect of confidential information of the other Party.
If confidential information within the above definition is requested by a public authority, then the other Party shall be informed without delay and before the information is supplied to the public authority.
The rights and obligations under 8.1 and 8.2 shall not be affected by the termination of this Agreement. Both Parties agree at the option of the other Party to return or destroy the confidential information of the other party upon the termination of this Agreement, to the extent that such information still exists.
Data Protection
The Parties shall comply with the statutory provisions on data protection, in particular the provisions of the General Data Protection Regulation
(GDPR) and the German Federal Data Protection Act (BDSG), and shall obligate and train their employees accordingly. The Parties shall inform each other if the processing of personal data is necessary for the execution of this Agreement.
The Parties will conclude a data processing agreement (Art. 28 GDPR), if required.
Final Provisions
Amendments or additions to this Agreement must be made in writing to be effective (email is sufficient). This shall also apply to amendments of this written form requirement. General terms and conditions of the Licensee shall not apply unless 4Players has expressly approved them in writing – even if their validity has not been expressly contradicted.
4Players shall have no right to use Licensee’s names, trademarks, trade names, or logos without the prior written consent of Licensee in each instance.
This Agreement shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention.
The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be at the registered registered office of 4Players. This does not apply if the Licensee is a consumer within the meaning of Section 13 German Civil Code (BGB).
Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining terms. The Parties shall in such an event be obliged to cooperate in the creation of terms which achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Agreement.