These Terms of Service (these "ToS") and all other agreements and policies referenced herein set out the terms for the use of Crytek GmbH’s CRYENGINE Marketplace (all terms as defined below) and are entered into between Crytek GmbH, Frankfurt/Main, Germany ("Crytek") and you, the user (the "User" or "You").
The Agreement is made effective beginning on the date on which you, the User, first accept these ToS or use the Marketplace (whichever occurs first, the “Start Date”).
By doing so, you, the User, agree to all terms and conditions of these ToS or in the accompanying documentation. You should read these ToS carefully before the Start Date. If you do not agree with the terms and conditions set forth in these ToS you are not authorized to use the Marketplace.
You agree to check www.cryengine.com/marketplace periodically for new information and terms that govern your use of the Marketplace. Crytek may modify these ToS at any time. Crytek will inform you about revisions to these ToS by email and/or by a notice on our home page and/or during log in. Revisions to terms affecting the Marketplace shall be effective thirty (30) days after posting at www.cryengine.com/marketplace. If you do not agree with the new terms your only remedy is to stop using the Marketplace.
Other policies which apply with respect to the Marketplace include without limitation:
1.1. Crytek offers a marketplace (the “Marketplace”) for trading non-exclusive licenses in assets and code (the “Assets”) for use in Crytek’s 3D engine CRYENGINE (the “CRYENGINE”) to the extent not prohibited by applicable law and these ToS. You must be a licensee of CRYENGINE to use the Marketplace. Users offering licenses in Assets are “Vendors”, users acquiring licenses in Assets are “Buyers”. All Crytek generated assets, marked under the Vendor Crytek, are covered under the CRYENGINE Limited License Agreement and/or the specific licensing terms published for the respective Assets - if any. Crytek does in no way take part in any agreement between Vendors and Buyers for any of the non Crytek generated assets . All agreements on Assets are between Vendor and Buyers exclusively and Crytek is not responsible for any rights and obligations under such Agreements.
1.2. Crytek cannot and does not fully check the personal data of the users of the Marketplace. It is possible that users may provide incorrect personal data or the data have changed without being updated.
1.3. Crytek cannot and does not check the Assets provided by users regarding infringement, quality, warranty, merchantability etc. and waives all responsibility for such assets.
1.4. Crytek may make the use of the Marketplace subject to certain requirements, e.g. check of the user data, providing evidence regarding identity or proof of payment etc.
1.5. Crytek is not responsible for handling any taxes (including VAT, sales tax and similar taxes) arising from the transaction between Vendors and Buyers
2.1. You must be a licensee of the CRYENGINE and register as a user of the Marketplace before using the Marketplace. Only legal entities and adults are entitled to use the Marketplace. Crytek reserves the right to reject users at its sole discretion.
2.2. You have to provide true and complete data during registration. In case of legal entities only authorized signatories (which have to be named) are entitled to register. If account data change you have to update such data immediately.
2.3. You shall keep you credentials secret and shall not entitled any other persons access to your account. You are not entitled to transfer or assign your account or have a third party account assigned to you.
2.4. You may set up a team (“Team”). A team may include several individuals or several employees of a company. However, it is prohibited to build teams including different companies.
3.1. It is the responsibility of the users that the Assets are non-infringing.
3.2. You shall not offer or buy any Assets which are prohibited by law, infringe the intellectual property of third parties or these ToS, especially you shall not offer or buy any Assets which are:
3.3. It is prohibited to manipulate the search function of the Marketplace by using third party trademarks or other marks in the description of your Assets. It is prohibited to advertise any assets or code or any other merchandise on the Marketplace, which is not offered on the Marketplace pursuant to these ToS.
3.4. You shall put your Asset in the correct category and make a true and complete description. You have to indicate all material properties of the Assets determining the decision of the Buyer to buy and the price.
3.5. The price indicated for an Asset shall be the final price including applicable VAT and/or sales tax (if applicable). The Vendor is not entitled to charge any additional cost or fees besides the indicated price.
3.6. All users have the obligation to save all data regarding a transaction, which they need as evidence, for accounting, for taxes or any other purpose on a data carrier independent from the Marketplace.
4.1. Crytek shall be entitled to the following measures if Crytek determines that a user violates these ToS or applicable law or if Crytek has a reasonable interest in doing so especially to avoid fraud:
4.2. Crytek shall be entitled to the measure set forth above if you
5.1. Crytek will charge fees (the “Fees”) for offering Assets on the Marketplace. If a Vendor sells an Asset he has to pay to Crytek a Fee as a percentage of the price of the Asset. The percentage of the Fee and/or other costs charged by Crytek will be indicated on the Marketplace. The costs of payment processing will be deducted from Vendor’s compensation.
5.2. All Fees are due immediately. Crytek shall invoice the Fees monthly.
5.3. Users are prohibited to circumvent Crytek’s Fees charged on the Marketplace.
6.1. If a Vendor or Crytek offers an Asset for license on the Marketplace this shall be deemed a binding offer to registered users of the Marketplace to acquire a license in such Asset.
6.2. Buyer may accept an offer by clicking the buy button of such offer and carrying out the payment process. Buyer may also accept offers for several Assets by placing them in a basket, clicking the buy button for the whole basket and carrying out the payment process.
6.3. In case of an agreement between a Vendor and Buyer regarding an Asset the Vendor shall provide the Asset to Buyer in the format indicated on the Marketplace and grant to the Buyer and its Team a non-exclusive, non-transferrable, non-sub-licensable, worldwide and perpetual limited license to use the acquired Assets for its projects developed on the CRYENGINE and to use, license and exploit such projects developed on the CRYENGINE with the embedded Assets in any way and in all media. The Buyer shall be obligated to pay the price agreed for license in the Asset.
6.4. The Buyer shall not use the Assets in any other way than indicated in the Section above, including without limitation:
6.5. Crytek reserves the right to offer Assets under deviating licensing terms as published together with the respective Asset.
7.1. User have the option to rate each other after a purchase. The rating will be public. However, Crytek does not check the ratings and the ratings may be incorrect or misleading.
7.2. Users have the obligation to issue true and correct ratings. The ratings muss be objective and must not be offensive.
7.3. Any misuse of the rating system is prohibited. This is includes without limitation:
8.1. CRYTEK WARRANTY DISCLAIMER. CRYTEK GIVES NO WARRANTY. THE MARKETPLACE IS DELIVERED "AS IS". CRYTEK DOES NOT MAKE AND HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
8.2. CRYTEK INDEMNIFICATION DISCLAIMER.
A. In case that German law applies:
B. In case that German law does NOT apply:
INDEMNIFICATION DISCLAIMER. EXCEPT FOR INTENTIONAL ACTS OR OMISSIONS OF CRYTEK, IN NO EVENT SHALL CRYTEK BE LIABLE FOR ANY DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY USER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF CRYTEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CRYTEK’S MAXIMUM AGGREGATE LIABILITY TO USER IN CONNECTION WITH OR IN ANY MANNER RELATED TO THIS AGREEMENT (WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY OR ON BEHALF OF USER TO CRYTEK UNDER THIS AGREEMENT. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE AMOUNT OF THE COMPENSATION CONTEMPLATED UNDER THIS AGREEMENT.
8.3. User Indemnification: You will indemnify and hold Crytek (and Crytek’s affiliates and subsidiaries, and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these ToS, your improper use of the Marketplace or your breach of any law or the rights of a third party.
9.1. The Term of this Agreement and the license granted herein begin on the Start Date and shall terminate automatically and without notice to you or any other notice when you cease to be a license of the CRYENGINE or the Agreement is terminated.
9.2. Crytek shall be entitled to terminate this Agreement for convenience with one (1) month’ notice.
9.3. Crytek shall be entitled to terminate this Agreement forthwith for User’s breach of this Agreement of any kind with or without cure notice.
9.4. Upon the termination or expiration of this Agreement, any and all rights of User hereunder shall terminate without prejudice to any rights or claims Crytek may have.
9.5. Termination or expiration of this Agreement shall not create any liability against Crytek and shall not relieve User from any liability which arises prior to termination or expiration. The provisions of this Agreement which by their terms or sense are intended to survive shall survive cancellation, expiration or termination of this Agreement.
10.1. Oral agreements have not been made. This Agreement supersedes all prior agreements made between the Parties regarding CRYENGINE. This Agreement and any other general term published by Crytek reflect the entire agreement and understanding of the Parties with respect to its subject matter.
10.2. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Crytek and User. Neither party hereto shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.
10.3. If any provision of this Agreement shall be found to be invalid or unenforceable for legal or factual reasons the invalidity or unenforceability of such provisions shall not affect the other provisions of this Agreement and all provisions of this Agreement not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic and legal objective of the Agreement. This applies as well in case of an omission or invalidity of the whole Agreement.
10.4. This Agreement shall be governed and construed by the laws of Germany. Place of performance of this Agreement is Frankfurt a.M. (Germany). If the User is defendant, Crytek might, if admissible, determine as court of jurisdiction the court where the User is resident or the court competent for the corporate domicile of Crytek which currently is in Frankfurt a.M. (Germany). If Crytek is the defendant the parties expressively agree on the exclusive jurisdiction of the courts of Frankfurt a.M. This Agreement on jurisdiction applies to all claims, be they based on contract, on tort or on any other legal basis, arising under or in connection with this agreement.
10.5. For Licensees subject to the law of the EU the following shall apply:
You have the right to withdraw from this contract within 14 days without giving any reason.
The withdrawal period will expire after 14 days from the day of the conclusion of the contract .
To exercise the right of withdrawal, you must inform us, Crytek GmbH, Hugo-Junkers-Straße 3, 60386 Frankfurt am Main, (please add fax and/or mail) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
(complete and return this form only if you wish to withdraw from the contract)
YOUR RIGHT OF REVOCATION WILL PREMATURELY EXPIRE IF BOTH PARTIES HAVE COMMENCED PERFORMANCE AND FULFILLED OBLIGATIONS UNDER THESE TERMS AND CONDITIONS PRIOR TO EXECUTING YOUR REVOCATION RIGHT.
BY ACCEPTING, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.