Terms, Copyright and Licensing
by Rodams Ltd. and Snakey Games™ (Trademark)
Please read through these terms or conditions (“the Terms”) carefully.
The Terms will apply in respect of all websites or other electronic content applications (“Sites”) owned or operated by Rodams Ltd. and Snakey Games™ or its wholly owned subsidiaries unless specified to the contrary on the relevant Site.
By accessing any Site or by otherwise accessing any content, software, products or services available through the Sites (“the Content”), you are deemed to have entered into an agreement with (“Rodams Ltd. and Snakey Games™”) and to have agreed to be bound by the Terms set out below. The content of the Sites is owned by Rodams Ltd. and Snakey Games™.
1 Intellectual Property Protection
The term “Intellectual Property Rights” means, copyrights, database rights, trade marks, trade names, domain names, rights in logos, get-up and content, inventions, trade secrets and know-how, patents, all rights of whatever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar to any of the above, in every case in any part of the world and whether or not registered; and including all granted or pending registrations, and all rights to make applications for registration in respect of any of the same.
All Intellectual Property Rights in the Content and design of the Sites and any material emailed to you or otherwise supplied to you in conjunction with our online products are the property of Rodams Ltd. and Snakey Games™. You may not use or reproduce any Rodams Ltd. and Snakey Games™ Intellectual Property, including any trademarks, registered or unregistered, (such as the Risk name and logo or other trade names appearing on the Sites) for any reason without written permission from Rodams Ltd. and Snakey Games™.
The software, which operates the Sites, is proprietary software and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software.
2 Use of Rodams Ltd. and Snakey Games™ Content
You may retrieve and display Rodams Ltd. and Snakey Games™ Content on a computer screen or mobile telephone or other electronic device, print individual pages on paper (but not photocopy them) and store such pages in electronic form for your personal, non-commercial use. If you do download material from the site all copyright and other notices must be kept intact.
Except as expressly set out above, you may not reproduce, modify or in any way commercially exploit any of the Content of the Sites. In particular, you may not do any of the following without prior written permission. No parts of any Rodams Ltd. and Snakey Games™ publication or Sites may be reproduced, stored in or introduced into any retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the copyright owners. You may not reverse engineer, modify, decompile, disassemble or translate the content (whether for the purpose of error correction or otherwise). You may not display the content on a public bulletin board, ftp site, website, chat room or by any other unauthorized means. Written materials provided in printed or electronic form may not be modified, adapted, translated, or used to create derivative works without the prior written consent of Rodams Ltd. and Snakey Games™.
Any use of Rodams Ltd. and Snakey Games™ Content not specifically permitted above is expressly prohibited. Requests for permission for other uses may be sent to email email@example.com and may be subject to a fee.
3 Licenses Fee, Payment, and Transactions
Access to certain Rodams Ltd. and Snakey Games™ Content may be subject to a fee or subscription. All payments (including applicable taxes) must be made in advance in a currency specified by Rodams Ltd. and Snakey Games™. You are responsible for the payment of all charges associated with the use of the Sites using your Username, Password or ID.
There may be from time to time opportunities to use the Sites to purchase products or services from third party suppliers. In that event, your contract for such products will be with the third party provider and not with Rodams Ltd. and Snakey Games™. All refunds that relate to Rodams Ltd. and Snakey Games™ products or services are at the discretion of Rodams Ltd. and Snakey Games™. Any product-specific offers, conditions or terms are stated at the point of purchase for that product.
4 Terms and Termination
Rodams Ltd. and Snakey Games™ may, at its discretion, terminate or suspend individual or group access to all or part of the Sites (including any right to access and use Rodams Ltd. and Snakey Games™ Content) with or without cause by delivering notice to you. The rights of termination are in addition to all other rights or remedies of Rodams Ltd. and Snakey Games™ provided in these Terms or by law.
5 Changes to the Site
Rodams Ltd. and Snakey Games™ reserves the right, in its discretion, to suspend, change, modify, add or remove portions of Rodams Ltd. and Snakey Games™ Content available on the Sites at any time and to restrict the use and accessibility of the Sites.
6 Registration, Passwords and Responsibilities
Some parts of the Sites require registration. You are solely responsible for the confidentiality and use of and access to the Rodams Ltd. and Snakey Games™ Content and Sites using your username, password or ID. You agree to immediately notify Rodams Ltd. and Snakey Games™ if you become aware of any loss or theft of any username, password or ID or any unauthorized use of a username, password, ID, or any other login details. Rodams Ltd. and Snakey Games™ reserves the right to monitor and record activity on the Sites, including access to Rodams Ltd. and Snakey Games™ Content.
8 No Warranty, Disclaimer of Liability and Indemnity
While every effort has been made to ensure the high quality and accuracy of the Sites, Rodams Ltd. and Snakey Games™ makes no warranty, express or implied concerning the Content of the Sites, which is provided “as is”. Rodams Ltd. and Snakey Games™ expressly disclaims all warranties, including but not limited to warranties of fitness for a particular purpose and warranties of satisfactory quality. In no event will Rodams Ltd. and Snakey Games™, its affiliates or other suppliers be liable for direct, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of (or failure to use) or reliance on the Content, even if Rodams Ltd. and Snakey Games™ has been advised of the possibility that such damages may arise. Rodams Ltd. and Snakey Games™ does not guarantee the accuracy or timeliness of the Content appearing on the Sites, or that the Sites or related systems are free from viruses or other contaminating or destructive properties. In the event that Rodams Ltd. and Snakey Games™ incurs any liability whatsoever, the aggregate liability shall not exceed the amount that you originally paid for the service. Except in respect of fraudulent misrepresentation, the Terms together with any order form and payment method instructions set forth the entire agreement and understanding of the parties relating to the subject matter herein. Any prior written or verbal agreements are superseded by the Terms.
9 Force Majeure
Rodams Ltd. and Snakey Games™, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of Rodams Ltd. and Snakey Games™ Content resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labour problems, wars, or governmental restrictions.
10 Links To Third Party Websites
The Sites may contain links and pointers to Internet sites maintained by third parties. Rodams Ltd. and Snakey Games™ does not operate or control in any respect any information, products or services on such third party sites. Links are provided solely for your convenience, and do not constitute any endorsement by Rodams Ltd. and Snakey Games™ and/or its suppliers. You assume sole responsibility for use of third party links and pointers.
Changes to these Terms Rodams Ltd. and Snakey Games™ may, at its discretion, change these Terms (including those relating to your use of the Sites and/or the Rodams Ltd. and Snakey Games™ Content). When the Terms are changed, Rodams Ltd. and Snakey Games™ will notify you by email or by publishing details of those changes by including them in these Terms.
Rights of reply If at any time you, or your organization, have a complaint or comment to make about the Content featured within the Sites they should contact the editor for that particular product whose details can be found on the product pages in question.
Advertising and Third Party Content Parts of the Sites may contain advertising or other third party content. Advertisers and other content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. Rodams Ltd. and Snakey Games™ is not responsible for any third party content or error, omission or inaccuracy in any advertising material.
Invalid Provision If any provision of the Terms is held to be invalid by a court of competent jurisdiction, Rodams Ltd. and Snakey Games™ shall amend the invalid provision in such reasonable manner as achieves the intention of the parties without illegality, or at Rodams Ltd. and Snakey Games™’s discretion such provision may be severed from this agreement and the remaining provisions shall nevertheless remain in full force and effect.
12 Governing Law and Jurisdiction
These Terms shall be governed by, and construed in accordance with, Danish law. The parties irrevocably agree that the courts of Denmark shall have exclusive jurisdiction to settle any dispute, which may arise out of, under, or in connection with these Terms or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the Danish courts.
Content Subscriptions – Terms and conditions
You or Your: The person, firm, corporation or other organization entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorized Users.
Us, We, or Our: Rodams Ltd. and Snakey Games™.
Affiliates: In respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
Authorized Users: Those persons listed in the Order or such other persons as are agreed by the parties from time to time.
Confidential Information: Information that is proprietary or confidential and is clearly either labelled as such or identified as Confidential Information in clause 5.
Digital Materials: The electronic materials described more fully in the Order under ‘Services’
Materials: The Print Materials and Digital Materials.
Order: The order form completed and signed by the parties or other written confirmation setting out the particulars of the subscription We are to provide You.
Print Materials: The printed physical materials described more fully in the Order under ‘Services’
Services: The provision of Materials.
Subscriber Data: The data input by you (and anyone authorized by you) for use in conjunction with the Materials.
Subscription Fee: The subscription fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
Subscription Period: The period in respect of which either (a) a Subscription Fee is payable for the Services, as specified in our invoice relating to this agreement or (b) a free trial is to operate as specified in writing by Us.
Term: The period starting from the Start Date and expiring on the End Date as set out in the Order;
Your Sites: All sites, offices and locations that you and we have agreed are covered by this agreement and are listed in the Order.
AUTHORITY AND LICENCE FOR USE OF DIGITAL MATERIALS
2.1 We authorize you and/or your Authorized Users to use the Digital Materials specified in the Order on a non-exclusive basis for the Term for which you agree to pay us the Subscription Fee save insofar as You and We have agreed that the Digital Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding.
2.2 The Subscription Fee shall be paid to Us or such Affiliate of Ours as is specified in the Order save insofar as the Order provides that the Subscription Fee may be paid via a third party agent of Yours (“Third Party Agent”). In the event that payment is made via a Third Party Agent You shall indemnify Us and keep Us indemnified against any loss, damage, costs and expenses We suffer or incur as a result of any default by the Third Party Agent in making payment of the Subscription Fee in accordance with the terms of the Order as otherwise set out in this agreement.
2.3 The authorities and licenses set out in clause 2.1 above and 3.1 below start when you enter into this agreement and end
(a) if the Subscription Period expires without your agreeing to renew this agreement on the terms and Subscription Fee then applying; or
(b) If this agreement is terminated under clause 8.
2.4 You and/Your Authorized Users may:
(a) Search, view, copy and print out material containing Digital Materials for your own use;
(b) Access the Digital Materials while away from your principal place of work.
2.5 You shall not:
(a) Attempt to duplicate, modify, disclose or distribute any portion of the Digital Materials except as expressly permitted in this Agreement; or
(b) Host the Digital Materials (or any copy or copies thereof) on any server or other device or otherwise provide access to the Digital Materials (or any copy or copies thereof) except as expressly permitted in this Agreement.
AUTHORITY AND LICENCE FOR USE OF PRINT MATERIALS
3.1 We authorize you to use the Print Materials specified in the Order on a non-exclusive basis for the Term or which you agree to pay us the Subscription Fee save insofar as You and We have agreed that the Print Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding..
3.2 You may copy the Print Materials for Your own internal use;
3.3 You shall not attempt to reproduce or distribute any portion of the Print Materials except as expressly permitted in this Agreement
(a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this Agreement or authorized by us in writing;
(b) make any part of the Materials or of the Services available to anyone whose principal place of work is not one of your organization’s sites, except as permitted under this agreement or authorized by us in writing;
(c) Alter any part of the Materials or Services; or
(d) Purport to assign or otherwise dispose of your rights under this agreement.
4.2 You will take reasonable steps to ensure that nobody other than Authorized Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorized User after his or her employment by You ends. You will be required to co-operate with Our reasonable requirements from time to time in this regard.
4.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated to the contrary, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Materials or any related documentation.
4.4 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 5.2, you should use your own virus protection software.
4.5 In the event that You are unable to access the Materials for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.
4.6 We may, at our own expense, audit Your compliance with this agreement on giving seven days’ prior written notice. At Our option, this audit may cover documents only or may include onsite audit, subject to Our notifying You of the identity of any onsite auditors and giving confirmation that any external auditors have entered into appropriate confidentiality agreements.
4.7 You shall not transfer, temporarily or permanently, any rights or obligations under this agreement.
4.8 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Subscription Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Subscription Fee and interest in accordance with the Late Payment of Commercial Debts Regulations 2002.
5.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials.
5.2 We will take reasonable steps to ensure that any data files we supply to you as part of the Service are virus-free.
5.3 We will use our best endeavors to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber
Data, your sole and exclusive remedy shall be that we use our best endeavors to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
5.4 We will use our best endeavors to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
7.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) Any breach of this agreement;
(b) Any use made by you of the Services or any part of them; and
(c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
7.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
7.3 Nothing in this agreement excludes our liability:
(a) For death or personal injury caused by our negligence; or
(b) For fraud or fraudulent misrepresentation.
7.4 Subject to clause 7.3 above:
(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
7.5 Under this clause, our liability includes that of any Affiliate and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
7.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
8.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to you.
8.2 On termination of this agreement for any reason:
(a) All licenses granted under this agreement shall immediately terminate;
(b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy printouts containing materials that were made prior to termination, or copies of such printouts;
(c) We may destroy or otherwise dispose of any of the Subscriber Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Subscriber Data. We shall use reasonable endeavors to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
(d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
9.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
9.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
9.3 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
9.4 This agreement and the Subscription Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
9.5 Danish law governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of Denmark in respect of all claims (including non-contractual claims).