Effective: July 30, 2012 Last updated: September 3, 2015
If these Terms are considered an offer by Ludei, acceptance is expressly limited to these Terms. The Services are available only to individuals who are at least 13 years old.
Ludei provides developers with tools to turn applications in one format into iOS and Android native applications. Users upload code via the Services, which converts the code into two temporary downloadable files and then deletes the original code. The user's intellectual property is respected and protected. Users are responsible for their own conduct on the Services.
Certain User Content as defined herein is restricted, and Ludei has the right to remove User Content that violates these Terms, our Privacy Statement, or any Additional Guidelines as defined herein. You are responsible for any liability, loss, or damage that results from User Content you post or upload via the Services. Ludei is not responsible for any defects, errors, or bugs in User Content.
About the Services.
The Services allow users to develop games or other applications in one of the many acceptable formats ("User Code") and upload the User Code to the Ludei cloud. The Services convert User Code to formats compatible with the iPhone App Store and Google Play for Android. The converted files are presented to users for download, and the original User Code is deleted from Ludei's cloud. The downloadable files are deleted after download.
If you decide to register an account with us, you will be asked to provide certain information about yourself, including your name and email address. You will also be asked to create a unique username and secure password in order to access and use the Services and receive important messages from us related to the Services and these Terms. Some of the information requested at registration is required information. You may not register an account unless you submit all required registration information. By registering an account with us, you represent and warrant that:
- a. all registration information you submit is truthful and accurate; and
- b. you will reasonably maintain the accuracy of such information.
Restrictions. Your limited license to access and use the Services in accordance with these Terms is conditioned upon the following restrictions. You agree that you will not under any circumstances:
- a. use the Services for any unlawful purpose or for the promotion of illegal activities;
- b. attempt to, or harass, abuse or harm another person or group via the Services;
- c. use another user's account without permission;
- d. provide false or inaccurate information when registering an account;
- e. interfere or attempt to interfere with the proper functioning of the Services;
- f. make any automated use of Ludei systems or take any action that we determine, at our sole discretion, imposes or potentially imposes an unreasonable or disproportionately large load on Ludei servers or network infrastructure;
- g. bypass any robot exclusion headers or other measures we or our agents take to restrict access to the Services, or use any software, technology, or device to scrape, spider, or crawl the Services or harvest or manipulate data; or
- h. publish or link to malicious content that may damage or disrupt another user's browser or computer.
When you create an account on the Services, you may be able to upload User Code through the Apps, provide links on the Website, submit questions to the Website, post material to the Website, participate in discussions on the Website, or otherwise make, or allow a third party to make, material available by means of the Services (collectively, "User Content"). You are solely responsible for the content of, and any harm resulting from, any User Content that you post, upload, link to or otherwise make available via the Services, regardless of the form of that content.
a. The following rules pertain to User Content. By transmitting and submitting any User Content while using the Services, you agree as follows. You will not post User Content that:
- is malicious, false, or inaccurate;
- contains threats or incites violence towards individuals or entities;
- is pornographic, defamatory, libelous, discriminatory, or racially, sexually, religiously, or otherwise objectionable and offensive;
- is spam, is machine- or randomly-generated, contains unethical or unwanted commercial content designed to drive traffic to third-party sites or boost the search engine rankings of third-party sites, or furthers unlawful act(such as phishing) or misleads recipients as to the source of the material (such as spoofing);
- contains or installs any viruses, worms, malware, Trojan horses, or other harmful or destructive content;
- or violates the privacy or publicity rights of any third party.
b. You represent and warrant that you have the right to post all User Content you submit. Specifically: You will not post User Content that is subject to Ludei or third party proprietary rights, including but not limited to copyright, patent, trademark, trade secret, privacy, publicity, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; The downloading, copying, and use of User Content you post will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of Ludei or any third party; You have fully complied with any Ludei or third-party licenses relating to the User Content, and have taken all steps necessary to pass through to end users any required terms.
c. You hereby acknowledge and agree that Ludei reserves the right to (i) determine whether any of your User Content submissions are appropriate and comply with these Terms; (ii) remove any User Content from the Services at our sole discretion, with or without notice to you; and (iii) terminate your account with or without prior notice.
You understand and agree that you are solely responsible for any damages, liability, or loss that occurs as a result of the use of any User Content that you make available or access through the Services. Ludei is not responsible for any defects, errors, or bugs in User Content provided through the Services. Ludei is not responsible for any public display or misuse of your User Content. Ludei does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Services. You acknowledge and agree that we reserve the right, and have the right (though not the obligation) to, in our sole discretion, refuse or remove any User Content that we reasonably believe violates these Terms, our Privacy Statement, or any applicable Additional Guidelines as defined herein, or is in any way harmful or objectionable. You further acknowledge and agree that we reserve the right, and have the right, to terminate or deny access to or use of the Services to any individual or entity for any reason at any time, with or without prior notice.
Some features of the Services may be subject to additional guidelines, policies, terms, conditions, operating rules, or procedures (collectively, "Additional Guidelines"). Additional Guidelines, if any, will be communicated to you through the Services in connection with such features. All such Additional Guidelines are incorporated by reference into these Terms. License Grant. By uploading User Content via the Services, you keep the full ownership of your content. You are the sole responsible for all the actions and consequences derived from the User Content. The foregoing provision does not apply to any User Content you upload, or any part thereof, that constitutes Ludei Marketing Materials as defined below.
Ludei owns and reserves all right, title, and interest in Ludei Marketing Materials. If you delete User Content from the Website, we will use reasonable efforts to remove it from the Website, but you acknowledge that due.
Online Content Disclaimer. Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Ludei, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Ludei does not guarantee the accuracy, completeness, or usefulness of any information on the Services and neither does Ludei adopt nor endorse, nor is Ludei responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Ludei. Ludei takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Services. Under no circumstances will Ludei be responsible for any loss or damage resulting from anyone's reliance on information or other content posted via the Services, or transmitted to users.
Though Ludei strives to enforce these Terms, you may be exposed to User Content that is inaccurate or objectionable. Ludei reserves the right, but has no obligation, to monitor the materials posted in the public areas of the Services, limit or deny a user's access to the Services, and take other appropriate action if a user violates these Terms or engages in any activity that violates the rights, or threatens the safety, of any person or entity, or which we, at or sole discretion, deem unlawful, offensive, abusive, harmful or malicious. You acknowledge and agree that we reserve the right, and have the right, to remove any such material. Unlawful User Content and/or unauthorized use of the Services may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of misuse of the Services, please contact us at email@example.com.
Responsibility of Users.
Ludei has not reviewed, and cannot review, all of the material submitted to the Services, and cannot therefore be responsible for that material's content, use, or effects. By operating the Services, Ludei does not represent or imply that it endorses the material there posted, including but not limited to the consultant users who use the Services, or that it believes such material to be accurate, useful, or non-harmful. You agree to take precautions as necessary to protect yourself. Ludei disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
Third Party Content.
As part of the Services, Ludei may provide you with convenient links to third party websites ("Third Party Sites") as well as content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). These links are provided as a courtesy to Services users. Ludei has no control over Third Party Sites or Third Party Applications, Software or Content, or the promotions, materials, information, goods or services available on these Third Party Sites and Third Party Applications, Software or Content. By linking to Third Party Sites or Third Party Applications, Software, or Content, Ludei does not represent or imply that it endorses such site or content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Ludei, and Ludei is not responsible for any Third Party Sites accessed through the Services, or any Third Party Applications, Software or Content posted on, available through, or installed from, the Services, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. If you decide to leave the Website and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that Ludei's terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services, and relating to any applications you use or install from the Services.
Ludei Marketing Materials.
In connection with marketing and demoing the Services, we may develop games, content, applications, demos, computer code, software, designs, novel functionality, animations, electronic art, graphics, illustrations, artwork, photos, images, audio clips, video clips, text, information, data, communications or other copyrighted, patentable, and/or proprietary materials (collectively, "Ludei Marketing Materials"). Ludei grants you, solely in your capacity as a user of the Services, a limited, non-exclusive, non-transferable license to access Ludei Marketing Materials solely for the purpose of personal, individual, and non-commercial evaluation of the Services and Services features. This limited license is made subject to these Terms, our Privacy Statement, and any Additional Guidelines applicable to particular Ludei Marketing Materials you access. All other uses of Ludei Marketing Materials are expressly prohibited absent Ludei's express written consent. Except as provided herein, you may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Ludei Marketing Materials. Ludei Marketing Materials include, but are not limited to, our Cocoon Developer App and all demos, games, content, computer code, software, designs, novel functionality, animations, electronic art, graphics, illustrations, artwork, photos, images, audio clips, video clips, text, information, data, communications, and other copyrighted, patentable, and/or proprietary materials contained therein (collectively, "Cocoon"). Without in any way limiting the above restrictions related to Ludei Marketing Materials generally, you expressly agree to the following additional restrictions with respect to Cocoon:
- a. you agree not to, and nor will you direct or permit others to, copy, reproduce, republish, redisplay, post, or transmit Cocoon, or any part thereof, in any form or by any means;
- b. you agree not to, and nor will you direct or permit others to, access or use, nor attempt to access or use, Cocoon, or any part thereof, by means other than the interfaces provided by us;
- c. you agree not to, and nor will you direct or permit others to, disassemble, make derivative works of, reverse compile, or reverse engineer Cocoon, or any part thereof;
- d. you agree not to, and nor will you direct or permit others to, license, sublicense, assign, transfer, sell, lease, rent or otherwise commercially exploit Cocoon, or any part thereof;
- e. you agree not to, and nor will you direct or permit others to, create, upload, transmit, or distribute any software intended to damage Cocoon;
- f. you agree not to, and nor will you direct or permit others to, disrupt, interfere with, or attempt to gain unauthorized access to, disrupt, or interfere with Cocoon, or the servers or networks connected thereto; and
- g. you agree not to, and nor will you direct or permit others to, remove, obscure or otherwise alter any proprietary rights notices, including copyright or trademark notices, that are used or displayed in connection with Cocoon.
Cocoon and all other Ludei Marketing Materials are licensed to you for the limited purpose defined above, not sold. Commercial use, development, reproduction, or redistribution of Cocoon or any other Ludei Marketing Materials, or any part thereof, may subject you to civil and criminal penalties, and violators will be prosecuted to the maximum extent possible.
Copyright Infringement and DMCA Policy. As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. If you believe that material located on the Services or linked to by Ludei violates your copyright, you are encouraged to notify Ludei in accordance with Ludei's Digital Millennium Copyright Act Policy ("DMCA Policy").
a. Termination of Repeat Infringer Accounts. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Ludei will terminate a user's access to and use of the Services if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of Ludei or others. Ludei may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
b. DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Services infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by sending the following information in writing to Ludei's designated copyright agent at 181 Fremont St, San Francisco, CA 94105.
- 1. The date of your notification;
- 2. A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner;
- 3. A description of the copyrighted work claimed to have been infringed;
- 4. A description of the material that is claimed to be infringing and exact location of the content you claim is infringing, in sufficient detail to enable Ludei to locate and identify that content;
- 5. Your name, address, telephone number, and email address; and
- 6. A statement that: (a) you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the owner's agent, or the law; (b) all the information in the notification is accurate; and (c) under penalty of perjury, you are either the copyright owner or a person authorized to act on behalf of the copyright owner.
If Ludei takes action in response to a DMCA Take-Down Notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by such party to Ludei. Your DMCA Take-Down Notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.
c. Counter-Notices. If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to Ludei's copyright agent using the contact information set forth above: Your name, address, telephone number, email address, and physical or electronic signature;
- A description of the content that has been removed and the location at which the content appeared before it was removed;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
- A statement that you consent to the jurisdiction of the United States Federal District Court for the judicial district in which you are located (or if you are outside the U.S., the U.S. Federal District Court for the Northern District of California), and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by Ludei's copyright agent, Ludei may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
You acknowledge and agree that while users retain ownership of User Content uploaded to Ludei's servers via the Services, Ludei and its licensors retain ownership of all intellectual property rights of any kind related to the Services, including all applicable copyrights, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. These Terms do not transfer from Ludei to you any Ludei or third party intellectual property, and all right, title, and interest in and to such property, including without limitation all Ludei Marketing Materials, will remain (as between the parties) solely with Ludei. Except as expressly provided herein, your access to or use of the Services grants you no right or license to reproduce or otherwise use any Ludei or third-party intellectual property, including but not limited to trademarks or copyright. Ludei reserves all rights that are not expressly granted to you under these Terms.
For contractual purposes, you (i) consent to receive communications from Ludei in an electronic form via the email address you have submitted; and (ii) agree that all Terms, agreements, notices, disclosures, and other communications that Ludei provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. Ludei may also use your email address to send you other messages, including information about Ludei and special offers. You may opt out of such email by changing your account settings or sending an email to firstname.lastname@example.org. Opting out may prevent you from receiving messages regarding Ludei or special offers. Communications made through email or the Services' e-mail and messaging systems will not constitute legal notice to Ludei or any of its officers, employees, agents or representatives in any situation where notice to Ludei is required by contract or any law or regulation.
Ludei may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate these Terms or your account, you may simply discontinue using the Services. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Optional paid services such as added features ("Upgrades") may be available through the Services. By selecting an Upgrade you agree to pay Ludei the monthly or annual subscription fees indicated for that Upgrade. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of the Upgrade for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.
Disclaimer of Warranties.
The Services are provided "as is," without warranty of any kind. Without limiting the foregoing, Ludei expressly disclaims all warranties regarding the Services and Ludei Marketing Materials, whether express, implied, or statutory, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. Without limiting the foregoing, neither Ludei nor its suppliers and licensors make any warranty or representation that access to or use of the Services will be uninterrupted or error free. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Services. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
Limitation of Liability.
To the extent permitted by applicable law, in no event shall Ludei, its affiliates, directors, or employees, or its licensors or partners, be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User Content; (ii) your use or inability to use the Services; (iii) the Services generally or the software or systems that make the Services available; or (iv) any other interactions with Ludei or any other user of the Services, including without limitation interactions related to Ludei Marketing Materials, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Ludei has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed the essential purpose of said remedy. Without in any way limiting the foregoing, Ludei shall have no liability for any failure or delay due to matters beyond its reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
Release and Indemnification.
If you have a dispute with one or more users, you release Ludei (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You agree to indemnify and hold harmless Ludei, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys' fees, related to or arising out of your access to or use of the Services or Ludei Marketing Materials, including but not limited to any claims or expenses related to your violation of these Terms.
Ludei reserves the right, at its sole discretion, to amend these Terms at any time and will update these Terms in the event of any such amendments. It is your sole responsibility to check the Services from time to time to view any such changes. You acknowledge and agree that your continued use of the Services constitutes your agreement to our revisions to these Terms. We will notify you of material changes to these Terms by posting a notice on our Website and/or by sending an email to the email address you provided to us upon registration. For this reason, you should keep your contact and profile information current and take all steps necessary to ensure that any automated spam or other filters you employ do not prevent you from receiving or viewing our messages. Any changes to these Terms other than as set forth in this paragraph, and any purported waiver of our rights hereunder, shall not be valid or effective except in a written agreement bearing the physical signature of a Ludei officer. No purported waiver or modification of these Terms by Ludei via telephonic or email communications shall be valid.
General Representation and Warranty.
You represent and warrant that (i) your use of the Services and Ludei Marketing Materials will be in strict accordance with these Terms, the Ludei Privacy Statement, any applicable Additional Guidelines, and all applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside; and (ii) your use of the Services and Ludei Marketing Materials will not infringe or misappropriate the intellectual property rights of Ludei or any third party.
Except as otherwise provided herein, if any provision of these Terms is held invalid or unenforceable, that provision shall be construed to reflect the parties' original intent and all remaining provisions of these Terms will remain in full force and effect. Any failure on our part to enforce any provision of these Terms shall not be construed as, and is not, a waiver of our right to enforce such provision. Our rights under these Terms shall survive the termination of these Terms.
You acknowledge and agree that any cause of action related to or arising out of your relationship with Ludei must commence within 1 year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Except to the extent applicable law provides otherwise, these Terms are made under, and any and all claims or disputes related to or arising from these Terms or your access to or use of the Services or Ludei Marketing Materials shall be governed and enforced in accordance with, the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions.
Except for claims for injunctive or equitable relief or claims related to our intellectual property (which may be brought in any court of competent jurisdiction without the posting of a bond), any and all claims or disputes related to or arising from these Terms or your access to or use of the Services or Ludei Marketing Materials shall be finally settled on an individual basis in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules.
The arbitration shall be conducted by JAMS and take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court of competent jurisdiction.
The procedure for initiating an arbitration claim with JAMS is explained at www.jamsadr.com.
The prevailing party in any action or proceeding to enforce these Terms shall be entitled to costs and attorneys' fees.
Unless both you and Ludei agree otherwise, the arbitrator shall not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. You acknowledge and agree that, by entering into these Terms, both you and Ludei are each waiving the right to a trial by jury, appeal, and to participate in a class action. The United States Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. In the event either the foregoing class action waiver or this arbitration provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void and you and Ludei each agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California for the purpose of litigating any and all claims or disputes related to or arising from these Terms or your access to or use of the Services or Ludei Marketing Materials. Notwithstanding the foregoing, you or Ludei may bring claims or disputes related to or arising from these Terms or your access to or use of the Services or Ludei Marketing Materials on an individual basis in small claims courts located in the City and County of San Francisco, California, provided the amount in dispute is within the jurisdictional limits of said small claims courts.
Ludei may assign or delegate these Terms and/or our Privacy Statement, in whole or in part, to any person or entity at any time, with or without your consent. You may not assign or delegate any rights or obligations under these Terms or our Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Services.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND ALL PROVISIONS OF THESE TERMS, AND AGREE TO BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS TOGETHER WITH OUR PRIVACY STATEMENT AND ANY APPLICABLE ADDITIONAL GUIDELINES INCORPORATED BY REFERENCE HEREIN REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LUDEI REGARDING YOUR ACCESS TO AND USE OF THE SERVICES AND LUDEI MARKERING MATERIALS, AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND LUDEI RELATING TO THE SUBJECT MATTER OF THESE TERMS. THESE TERMS MAY ONLY BE MODIFIED BY A WRITTEN AMENDMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF LUDEI, OR BY THE POSTING BY LUDEI OF A REVISED VERSION.
If you have any questions or concerns regarding these Terms, please contact us at: Ludei, Inc. 181 Fremont St. San Francisco, CA 94105 email@example.com