Genies Developer EULA

By clicking “I agree” or accessing the Genies SDK made available by or on behalf of Genies, Inc. (“Genies”, “we”, “us” or “our”) or by an authorized third-party partner (each, a “Genies Partner”), you (“Developer” or “you”) agree to the terms of this Genies Developer EULA (“EULA”).

Certain capitalized terms are defined in Section 23 (Definitions) and others are defined contextually in this EULA. Please read this EULA carefully. Please note that, unless otherwise expressly provided for hereunder, this EULA is entered into solely between you and Genies and none of the Genies Partners shall have responsibility for or liability in connection with this EULA to you. That said, your use of products or services made available by a Genies Partner (“Partner Products”) may be subject to separate terms and conditions entered into between you and a Genies Partner which govern with respect to Partner Products (a “Partner EULA”).

If you are using the Genies SDK on behalf of an organization, you are agreeing to this EULA on behalf of the organization and must have the authority to bind the organization to this EULA. If you lack that authority or do not agree to this EULA, you may not use or access the Genies SDK. Genies may modify this EULA from time to time, subject to Section 19 (Changes to Terms) below.

Registration. To use or access the Genies SDK, you must complete our then-current registration requirements including any registration requirements related to your access or use of the Genies SDK through Partner Products which may be governed by a separate Partner EULA including, without limitation, any privacy policies which govern a Genies Partner’s use of personal data submitted by you to a Genies Partner through the Partner Products rather than submitted to Genies directly.
Use of the Genies SDK. Our Genies SDK helps you build software, games or other software applications (including, without limitation, any data, information, assets or other content, in any form or medium, submitted, uploaded or otherwise transmitted by you through the Genies SDK) (each, a “Game”) that integrate with the Genies Platform and which enables use and creation of Avatars. Once we grant access to the Genies SDK, you may use the Genies SDK to build Games in strict accordance with this EULA. You and your Games must comply with the Documentation.
Approval. Your use of the Genies SDK and your Games are subject to our ongoing approval in our sole discretion as further described in Section 8. We reserve the right to test Games for security, performance and other criteria, and you agree to provide us with access to your Games and other reasonably requested information upon request. We may change our approval processes at any time, and your Games shall only be made available upon successful completion of that process.
Development Use of the Genies Platform. Many of our developers are also End Users. Your use of the Genies Platform itself remains subject to the Genies Terms, as this EULA grants no rights to the Genies Platform.
Restrictions. You may only use the Genies SDK as permitted in this EULA. You will not (and will not permit anyone else to): (a) access the Genies SDK except through means and authentication methods we provide; (b) attempt to circumvent any of the Genies SDK’s access or usage limits; (c) sublicense, sell or grant third parties access to the Genies SDK or any End User account; (d) use the Genies SDK for competitive purposes, to operate Games that substantially replicate features of the Genies Platform or to train or fine-tune any artificial intelligence and/or machine-learning (“AI/ML”) model; (e) reverse engineer, modify or create derivative works of the Genies SDK or Genies Platform; (f) make calls to the Genies SDK or Genies Platform not driven by bona fide End User requests (except for reasonable testing subject to any rate limitations); (g) publish benchmarks or performance information about the Genies SDK or Genies Platform; (h) test the capabilities or security of the Genies SDK or Genies Platform or disrupt their integrity or performance; (i) use the Genies SDK for any unlawful, infringing or offensive purpose including, without limitation, any use which violates the Genies Community Guidelines (currently available here); or (j) use the Genies SDK with any Game that constitutes spyware, adware or malicious code or send any malicious code to the Genies SDK or Genies Platform. All of your use rights in this EULA (including rights to use Genies Marks) are limited, non-exclusive, non-sublicensable (other than to your End Users solely to the extent the Genies SDK, Genies Platform or Genies Marks are embodied within your Game in accordance herewith and not on any standalone basis), non-transferable and revocable. You may permit your agents and contractors to exercise your rights on your behalf, provided you remain responsible for their compliance with (and any breach of) this EULA as though they were party hereto.
Use of Marks; Publicity.
1. Genies Marks. Subject to this EULA’s terms and conditions, if Genies approves of your Game under Sections 3 and 8, you may use the Genies Marks to identify yourself as a Genies developer and promote your Game’s availability for use with the Genies Platform. Your use of Genies Marks must comply with the Genies Trademark Guidelines, and (without limiting our other termination rights) you must promptly cease any use of Genies Marks upon notice by us.
2. Developer Marks; Publicity. Genies may (but is not obligated to) and you hereby grant to Genies a non-exclusive license to use your Developer Marks, your Game (or any component thereof or assets related thereto) to identify you as a Genies developer and to market and promote your Games, the Genies SDK, Genies Marketplace and the Genies Platform on our website and in any of our other business, marketing and/or promotional materials.
Your Responsibilities.
1. Your Games and End Users. You are solely responsible, at your sole cost and expense, for your Games (including their operation and support) and your relationships and agreements with End Users regarding your Games.
2. Developer Support. You will provide End Users of your Games with reasonable web-based and/or email support for your Games. You will also provide Genies with a current email address to which we may direct End User inquiries about your Games and designate a support contact (name and email address) for our personnel. For clarity, except as otherwise mutually agreed in writing, Genies has no obligation to provide any End User support for Games.
3. End User Data. An End User may enable you or your Game to access End User Data. You may access End User Data only to the extent enabled and authorized by the End User (including, without limitation, to the extent authorized by an End User in a governing written agreement entered into between you and each such End User) and as necessary to provide your Games to that End User. You will ensure that all End User Data is collected, processed, transmitted, maintained and used in accordance with (i) your written agreement with the End User and a legally adequate privacy policy (“End User Terms”), (ii) appropriate notices to and consents from End Users, (iii) all Laws and (iv) industry-standard technical, administrative and physical security measures that protect the security, integrity and privacy of all End User Data.
4. Security Breaches. In case of any suspected or actual security breach affecting your Games, End User Data or the Genies SDK, you must immediately notify Genies and cooperate with Genies to remediate the issue and mitigate its effects. You must obtain our approval for any security breach notifications to End Users that refer directly or indirectly to Genies.
5. Genies Terms. Access and/or use of the Genies Platform in any manner requires each End User to enter into the Genies Terms and you shall not permit any End Users of your Games to access and/or use the Genies Platform unless and until they have accepted and are bound by the Genies Terms. As between the parties, you are solely responsible for ensuring (and you shall ensure) that End Users of your Games have been presented with and agreed to be bound by the Genies Terms prior to any access and/or use of the Genies Platform. You will not facilitate or encourage any End User to violate the Genies Terms and you will immediately notify Genies of any End User violating the Genies Terms upon becoming aware of such violation. If Genies receives any data from you or your Games on an End User’s behalf, that data will be subject solely to the Genies Terms with the applicable End User, and such data will no longer be subject to your own terms with the End User. For clarity, Genies may process End User Data in accordance with the Genies Terms.
6. Fees. You may not directly or indirectly charge End Users for use of, or access to, the functionality of the Genies SDK. If you charge any fees for your Games, you are solely responsible for collecting those fees independently from Genies and the Genies Marketplace. You are also responsible for any related refunds or liabilities to End Users. For clarity, this EULA grants you no right to distribute or resell the Genies SDK or Genies Platform other than to the extent the Genies SDK or Genies Platform are embodied within your Game in accordance herewith and not on any standalone basis.
7. Your Representations and Warranties. You hereby represent, warrant and covenant to Genies that: (i) you have full power and authority to enter into and perform this EULA and to exploit your Games without violating any other agreement; (ii) your Games and their use will not violate any Laws or third party rights (including intellectual property rights and rights of privacy or publicity or any other third-party proprietary rights), and you will immediately notify Genies if your Games become subject to any claim or complaint regarding violation of Laws or third party rights; (iii) all information you provide to Genies is and will be true, accurate and complete (and you will keep such information up-to-date) including, without limitation, any Approval Materials submitted to us; and (iv) you shall comply with the requirements of Section 7.e. You agree not to (A) suggest any affiliation with Genies (including that Genies sponsors, endorses or guarantees your Games) except for the relationship expressly contemplated in this EULA and (B) make any representations, warranties or commitments on our behalf or regarding the Genies SDK or Genies Platform.
8. Indemnification. You will indemnify, defend (at our request) and hold harmless Genies, its affiliates and each of their licensors or Genies Partners and each of their respective directors, officers, employees, agents, contractors, End Users and licensees (collectively, the “Genies Parties”) from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from: (i) your Games; (ii) your relationships or interactions with any End Users or third parties in connection with your Games or (iii) your breach or alleged breach of this EULA. Genies may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without our prior written consent.
Game Rights and Obligations.
1. Game Approval and Moderation. Listing your Game on the Genies Marketplace requires our prior approval. To apply for approval for listing your Game on the Genies Marketplace, you must provide us with your Game and any Approval Materials requested by us. Genies may approve or reject any Game for listing on the Genies Marketplace in its sole discretion. You remain solely responsible for your Game despite any Genies approval and such approval may be revoked by us for any breach of this EULA. In the event your Game is distributed in some manner other than listing on the Genies Marketplace, you remain responsible for you and your Game’s compliance with the terms and conditions of this EULA, and any breach of this EULA, at any time, shall be grounds for termination or suspension as provided for hereunder.
2. Genies Rights. Upon creating a Game, you grant us a non-exclusive, royalty-free, worldwide right and license to: (i) list your Game in the Genies Marketplace subject to our approval as provided for hereunder; (ii) use, modify, host, copy and distribute your Game to (A) enable use with the Genies Platform and provide you with use of the Genies SDK (B) generating Anonymous Data which we may freely use, retain and make available for our business purposes including without limitation, for purposes of developing, training, enhancing, improving, testing and operating our products and services including our AI/ML models. Genies retains sole discretion and control over the placement, look and feel of the Genies Marketplace. Genies may sublicense its license rights to its affiliates, agents, contractors and marketing and channel partners. Genies does not guarantee any End Users will discover or enable your Game.
3. End User Terms. You are responsible for your End User Terms and how you present them to End Users and obtain their agreement. Your End User Terms must be consistent with your rights and obligations in these Terms (including regarding End User Data and any termination, suspension or take-down of your Game). We are not a party to your End User Terms and is not responsible for how End Users use your Game or for enforcing your End User Terms.
4. Take-Downs. You may request that we remove your Game from the Genies Marketplace, if applicable, at any time by contacting devrelations@genies.com. We will use commercially reasonable efforts to promptly remove your Game following receipt of your request. In addition to our other rights, we may temporarily or permanently take-down any Game listed in the Genies Marketplace or halt your access and/or use of the Genies Platform and/or Genies SDK (whether or not your Game is distributed via the Genies Marketplace) in our sole discretion, without notice to you. Following any take-down pursuant to this Section 8.d, Section 12.c will apply with respect to the removed Game.
Genies Support; Changes to Genies SDK. Genies has no obligation to provide any maintenance or support for the Genies SDK or your Games, or to fix any errors or defects. From time to time, Genies may change the Genies SDK or Genies Platform and future versions of the Genies SDK or Genies Platform may not be compatible with your Games built using previous versions. Genies typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. Genies will have no liability resulting from or related to any of these changes.
Compliance. Genies may (but is not required to) monitor your use of the Genies SDK and how your Game interacts with the Genies Platform, including to ensure your compliance with this EULA. You will cooperate with our reasonable inquiries and, upon request, provide us with proof of compliance.
Ownership. Neither party grants the other any rights or licenses not expressly set out in this EULA. You retain your rights in your Game, Approval Materials and Developer Marks (including goodwill associated with your Developer Marks), except to the extent incorporating any Genies technology or intellectual property. Genies and its licensors (including, without limitation, any Genies Partners) retain all ownership and other rights (including intellectual property rights or other proprietary rights) in and to the Genies SDK, Genies Marks (including goodwill associated with the Genies Marks), Genies Marketplace and Genies Platform. If you provide Genies with feedback or suggestions regarding the Genies SDK or Genies Platform (collectively, “Feedback”), Genies may use the Feedback without restriction or obligation for any business purpose and you hereby assign to Genies all right, title and interest in and to any such Feedback.
Termination and Suspension. These Terms remain in effect until terminated.
1. By Developer. Subject to Section 12.c, you may terminate this EULA at any time by ceasing all use of the Genies SDK and requesting removal of your Games and Approval Materials from the Genies Marketplace, as applicable.
2. By Genies. Genies may terminate or suspend this EULA or your use of the Genies SDK (in whole or in part): (i) for no reason or any reason upon seven (7) days’ notice to you and (ii) immediately (A) if you breach any provision of this EULA, (B) if EULA is required to do so by Laws, (C) if Genies ceases offering the Genies SDK, (D) in case of any security breach or other concern under Section 7.d, or (E) if Genies otherwise determines in its discretion that such action is necessary to avoid harm, liability or reputational damage to Genies, the Genies SDK, the Genies Platform, or any End User. For clarity, suspension may include disabling your Games.
3. Wind-Down. Following any termination of this EULA or removal of a Game from the Genies Marketplace, as applicable, at our request (i) the parties will cooperate to effectuate an orderly wind-down and (ii) you will continue to provide your Games in accordance with this EULA for up to 90 days for the benefit of currently deployed End Users.
4. Effect of Termination. Upon any termination, subject to Section 12.c: (i) your rights to use the Genies SDK and Genies Marks (and the Genies Platform but only as embodied within any of your Games pursuant to this EULA) will immediately terminate and you will cease all such use, (ii) Genies may remove all Games from the Genies Marketplace, (iii) you will return or destroy all Confidential Information (as requested by Genies) and (iv) Sections 7, 11 and 12 through 23 will survive. After termination, you will have no further access to any data or content that you submitted to Genies under this EULA.
5. No Obligation or Liability. Genies will have no obligation or liability resulting from or related to termination, suspension or take-down as contemplated in Section 8.d or this Section 12.
Disclaimer of Warranties. TO THE FULL EXTENT PERMITTED BY LAW, THE GENIES SDK (AND GENIES PLATFORM AS EMBODIED WITHIN YOUR GAMES PURSUANT TO THIS EULA) IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” AND GENIES AND ITS THIRD-PARTY LICENSORS (INCLUDING ANY GENIES PARTNER) DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. GENIES MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, PERFORMANCE OR QUALITY OF THE GENIES SDK (OR GENIES PLATFORM AS EMBODIED WITHIN YOUR GAMES PURSUANT TO THIS EULA), THAT GENIES WILL CONTINUE TO OFFER ANY GENIES SDK, THE GENIES PLATFORM OR THAT USE OF ANY GENIES SDK OR GENIES PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.
Limitations of Liability. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY GENIES PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS EULA (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DIRECT DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED U.S. DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, NONE OF THE GENIES PARTIES HAVE ANY WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR GAMES OR THEIR COMBINATION, INTERACTION OR USE WITH ANY GENIES SDK, END USER DATA OR GENIES PLATFORM. You acknowledge and agree that this Section 14 reflects a reasonable allocation of risk and will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and that Genies would not enter into this EULA without these liability limitations. This Section 14 will survive notwithstanding any limited remedy’s failure of essential purpose.
Genies Confidential Information. “Confidential Information” means any non-public elements of the Genies SDK (or Genies Platform as embodied within your Games pursuant to this EULA) and any other information disclosed by Genies that is marked as confidential or proprietary or that should reasonably be understood to be confidential or proprietary from the circumstances of disclosure. Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure by Genies or (c) is received from a third party, in each case without breach of an obligation owed to Genies or anyone else. You will (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (ii) only use Confidential Information to fulfill your obligations under this EULA. If you are compelled by Law to disclose Confidential Information, you must first provide us with prior notice of such compelled disclosure (to the extent legally permissible) and reasonable assistance if Genies wishes to contest the disclosure. If you breach or threaten to breach this Section 15, it could cause substantial harm for which damages are inadequate and Genies will have the right to seek injunctive relief in addition to other remedies.
Independent Development; Information You Provide Not Confidential. Genies develops a variety of products and services and works with many other developers and partners, and either Genies or these third parties (including any Genies Partner) could in the future develop (or already have developed) products, services, concepts or features similar to your Game. Nothing limits our right to do so, though this Section 16 itself does not grant us any license under your intellectual property or other proprietary rights. Unless separately set forth in another written agreement between you and Genies, Genies has no confidentiality obligations for data, materials or other information you submit in connection with the Genies SDK.
Usage Data. In addition to our other rights, Genies may collect certain data and information regarding your use of the Genies SDK or Genies Platform as embodied within your Games, including, without limitation, data about your data pulls or requests, your Games and the End User accounts that you access or other usage-based metadata regarding your use of the Genies SDK or Genies Platform as embodied within your games (“Usage Data”). We may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Genies SDK or Genies Platform including, without limitation, to optimize and maintain performance or investigate and prevent system abuse. For clarity, as between the parties, Genies owns all right, title and interest in and to Usage Data.
Open Source Software. Certain code in the Genies SDK or Genies Platform as embodied within your Games may be licensed under or include components subject to “open source” software terms (“OSS”), as listed in the Genies Documentation, as applicable. The OSS licenses may grant you additional rights to the OSS code itself and allow you to use the OSS outside of our Genies SDK or the Genies Platform. For clarity, when you use the OSS as part of the Genies SDK or the Genies Platform as embodied within your Games, you must comply with this EULA and any other terms or conditions incorporated herein.
Changes to EULA. Genies may modify this EULA from time to time. Genies will use reasonable efforts to notify you of modifications as provided in Section 20. You may be required to click through the modified EULA to show your acceptance and in any event your continued use of the Genies SDK after the modification constitutes your acceptance to the modifications. If you do not agree to the modified EULA, your sole remedy is to terminate your use of the Genies SDK (and Genies Platform as embodied within your Games) as described in Section 12.
Notices. Genies may provide you with notices and communications at your email or physical address on file, through our website, or other reasonable means. Any notices or communications to us must be sent to support@genies.com.
Export. The Genies SDK or Genies Platform as embodied within your Games pursuant to this EULA may be subject to export restrictions by the U.S. government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import Laws in your use of the Genies SDK or Genies Platform. You represent and warrant that you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties.
General. Unless otherwise expressly set forth hereunder, this EULA are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. This EULA are a separate agreement from, and do not amend or modify, the Genies Terms. Except as set forth in Section 19, all amendments or modifications must be in writing and signed by both parties. The words “including” and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this EULA remains in effect. Developer may not assign, transfer or delegate any right or obligations under this EULA and any non-permitted assignment is void. Genies may assign this EULA and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which this EULA relates. The parties are independent contractors and this EULA does not create any agency, partnership, or joint venture. This EULA is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this EULA will be the state and United States federal courts located in Los Angeles, California and both parties submit to the personal jurisdiction of those courts. Genies will not be liable to Developer for any delay or failure to perform any obligation under this EULA if the delay or failure is due to unforeseen events that are beyond its reasonable control. The Genies SDK and Genies Platform are commercial computer software. If the user or licensee of such technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by this EULA in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Genies SDK and Genies Platform were developed fully at private expense. All other access and/or use is strictly prohibited.
Definitions.

“Anonymous Data” means data submitted to, collected by, or generated by Genies in connection with your use of the Genies SDK or Genies Platform as embodied within your Games, but only disclosed in an anonymized form which can in no way be linked specifically to you or an End User. For clarity, Anonymous Data is not your Game or End User Data.

“Avatars” means personalizable 3D avatars, which are compatible across the Genies Platform, with their own persona and the ability to converse with End Users and other avatars which are themselves compatible across the Genies Platform.

“Developer Marks” means your name, logos and other trademarks, including those related to your Games.

“End User” means any end user of the Genies Platform.

“End User Data” means any data, information, assets or other content, in any form or medium, in an End User’s account with the Genies Platform or which an End User otherwise submits, uploads or otherwise transmits to Genies in connection with their access or use of the Genies Platform as embodied within your Games other than the Games themselves.

“Laws” means all relevant laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data.

“Approval Materials” means your Game description, documentation, icons and any related materials that you submit to us with respect to your Game.

“Genies Marketplace” means the Genies marketplace or other Genies or Genies Partner products or websites through which Games are listed or the Genies marketplace appears.

“Genies Documentation” means Genies documentation for the Genies SDK made available by or on behalf of us to Developer from time to time.

“Genies Marks” means our names, logos and other trademarks as designated in the Genies Trademark Guidelines.

“Genies Platform” means the Genies proprietary mobile applications (like the “Genies Party” app), Genies websites (like the “Genies Hub”), Genies testing applications and any other programming, tools, applications, technical products, features, software, games, experiences or documentation provided by or on behalf of (or operated by or on behalf of) Genies.

“Genies Terms” means the Genies Terms of Service (currently available here) or other agreement with Genies for use of the Genies Platform including, without limitation, the Genies Privacy Policy (currently available here) which governs our collection and processing of your Personal Data (as defined therein) in connection with your use of the Genies Platform.

“Genies SDK” is the APIs, SDKs, sample code, command line interfaces, tokens, credentials and other resources that we provide under this EULA, as may be updated or modified from time to time.

“Genies Trademark Guidelines” means our guidelines which provide for the appropriate use of Genies Marks made available by or on behalf of us to Developer from time to time.