indieBI: Terms of Service

Hello! We’re Superhot, the developers and publishers behind multiple games and now, we’ve created a tool which we hope is going to change the way that studios look at their games sales and industry trends – indieBI!

These Terms of Service (or “Terms” for short) explains what you can and cannot do with indieBI and other related services (which we explain below). We’ve put a short summary at the start of each section too, but it’s the full legal terms which are binding on us both.

1. ABOUT THESE TERMS

   Summary: this clause tells you about who we are, what these Terms apply to and what other legal documents you should take a read of.

   1. These Terms are a legally binding contract between you (or if you are signing up on behalf of the company you represent, your company too) and SUPERHOT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, (incorporated and registered in Poland) of Kosciuszki 17, 90-418 Lodz, Poland (“Superhot”).
   2. These Terms apply to the indieBI software platform, any key or access method to it, our websites (including https://indiebi.com/), plus all other indieBI products and services, including (but not limited to) user accounts, customer and technical support (we will refer to “indieBI Services” to cover all of this).
   3. These Terms will be binding on you and us once you download, install or use any of the indieBI Services.
   4. If you have any comments or questions about these Terms, please email us at: support@indiebi.com.
   5. Please also read our indieBI Privacy Policy and be aware of any other legal documentation at https://indiebi.com.
2. USING THE INDIEBI SERVICES

   Summary: to run the indieBI Services we need to ensure you’re old enough and can accept these Terms on behalf of your company. It also explains to you what to expect of indieBI as a service regarding areas such as accounts and updates.

   1. Licence. We give you a personal, limited, revocable, non-exclusive, non-transferable and non-assignable licence to use the indieBI Services solely for the purposes of viewing and downloading authorised sales data reports. This licence is for your personal use only (so you cannot give, ‘sell’, lend, gift, assign, sublicense or otherwise transfer it to someone else) and does not give you any ownership rights in the indieBI Services. It is subject to your compliance with the terms of these Terms. We own or license all indieBI Services.
   2. Accounts. In order to access the indieBI Services, you will need to create or use an authorised user account. Your account privileges may differ depending on whether you have an admit account or not. You are responsible for protecting your user account and for your account activities. In order to protect the indieBI Services, users and Superhot itself, we reserve the right if necessary to suspend, reject or terminate any user account if it would breach these Terms or other applicable rules.
   3. Age and Authority. You acknowledge and agree that in signing up and accessing the indieBI Services: (i) you are at least 18 years old; and (ii) if you are agreeing to these Terms on behalf of a company or other legal entity, that you are duly authorised to bind such company or other legal entity.
   4. Subscription. Depending on the size and revenue of the company you represent, you may be required to pay a fee in order to access to the indieBI Services. Fees will be invoiced and billed on a monthly basis to the credit or debit card you provide to us.
   5. Updates. We may patch, update or change the indieBI Services over time (for example to add or remove features or to resolve software bugs) which will result in mandatory and/or automatic updates. Therefore, older, un-updated versions may become unusable over time as a result. As part of these patches, updates or changes, we may need to impose limits on, or remove/restrict access to, certain features. We need these rights in order to keep the indieBI Services running efficiently and will not have any liability to you regarding use of them.
   6. Sales Data. As part of the indieBI Services, you will be able to upload your sales and business data and other content (“Data”) to the indieBI portal in order to visualize your data and run reports in different ways.
   7. Reports. We may anonymize and/or aggregate your Data in order to build reports about industry and/or sales trends, which may be made available to other indieBI Service users and/or the public (“Reports”). You will be able to opt out of Reports at any point by changing the relevant settings in the indieBI portal.
3. BETA ACCESS

   Some indieBI Services may be released in alpha, closed beta, open beta or other pre-release versions before its full commercial release (or “beta” for short). This is usually to test the features, capabilities, and performance of the product. These are the additional beta rules:

   1. We will set the conditions and requirements for your beta access. Providing and maintaining a beta, and who can use a beta, is at our discretion.
   2. We will ask you to register for the beta. There may be some waiting time depending on the number of people registering, the load on our servers and other technical aspects.
   3. Betas will be time-limited and we will decide on when to end them and what happens next.
   4. Between beta versions we may perform one or more complete server reset(s). After the reset, your account will likely go back to a previous or new state. No refunds will be provided in connection with any reset or change.
   5. We may change, modify or remove features as part of testing and improving the product.
   6. If appropriate, we may apply confidentiality restrictions to the beta, which will be notified to you at the time.
   7. We may ask you to provide feedback on the beta – this is optional (but appreciated!).
   8. Betas will be provided 'as is' without any promises from us or any liability on us if it is not complete or does not work fully or causes issues.
   9. You must not attempt to ‘sell’ or transfer your access to a beta. It is for you, not anyone else.
   10. We may issue additional terms regarding indieBI Service betas. We will notify you in advance if so.
4. ACCEPTABLE USE

   Summary: please only use the indieBI Services in a way that is not in breach of these rules – don’t misuse your account, any of our services or do something that would harm Superhot or another user.

   You agree not to, or allow a third party to, use the indieBI Services in any way that breaches the rules below. Failure to follow them will be considered a material breach of these Terms, which could lead to suspension or cancellation (temporary or permanent) of your access to the indieBI Services. Here are the rules:

   1. Restricted Access. Do not attempt to copy, rent, sell, lend, lease, sublicense, distribute, publish or publicly display the indieBI Services, any user account or any of your rights under these Terms to any other party in any way not expressly authorised under these Terms. To be clear, you are welcome to show screenshots/exports of your own Data.
   2. Technical Misuse. Do not hack, modify, merge, distribute, translate, reverse engineer, or attempt to obtain or use source code of, decompile or disassemble the indieBI Services unless you are specifically allowed by applicable law.
   3. Account Misuse. Do not share, ‘buy’, ‘sell’, transfer, gift, lend, steal or misappropriate indieBI Services and in particular user accounts or access keys / codes (all of which are our property). If you are concerned that any of this has happened to you, contact support at support@indiebi.com.
   4. Interfering with Servers. Do not interfere with or disrupt indieBI Services or third party network software or servers, including via tunnelling, code injection or insertion, denial of service, modifying or changing the software, using any other similar software together with Superhot software, through protocol emulation, or through creation or use of private servers or any analogous services regarding the indieBI Services.
   5. Accessing Servers. Do not access or attempt to access areas of the indieBI Services or servers that have not been made available to the public.
   6. Data Mining. Do not intercept, mine or otherwise collect data or information from the indieBI Services using unauthorised third-party software.
   7. Names / Trade Marks. Do not use Superhot, indieBI or other Superhot names or logos or trademarks for any unauthorised commercial purposes.
   8. Infringing Content. Do not do anything in connection with the indieBI Services that infringes any copyright, trade mark, patent, trade secret, privacy, publicity, or other right of others, such as images, photographs, sound files, text files, graphics files, and any other material or information.
   9. Malicious Code. Do not post or upload any files that contain any malicious code, including viruses, spyware, Trojan horses, worms, time bombs, intentionally corrupted data, any other files that contain malicious code or that may in any way damage or interfere with the operation of the indieBI Services.
   10. Conduct. Do not do or say anything that is or may be considered threatening, racist, harassing, xenophobic, sexist, discriminatory, abusive, defamatory or otherwise offensive or illegal. This includes in any chat or other communications with users. Superhot reserves the right to monitor the content of any of your messages and prevent your use of any such chat or other communication systems for any reason. Please report any behavior you think is in breach of this rule by sending a message to support@indiebi.com.
5. INTELLECTUAL PROPERTY RIGHTS

   Summary: Superhot owns the indieBI Services (obviously!) and you give us a licence to your data, which means we can put it in indieBI and provide the services to you.

   The indieBI Services, including (but not limited to) their visual components, graphics, computer code, user interface, look and feel, audio, video, text, layout, databases, data and all other content and all Intellectual Property Rights (defined below) and other legal and exploitation rights regarding them, are either owned by us or we license them from third parties. All rights in the indieBI Services are reserved except as explained in these Terms. No ownership right or interest or other rights in the indieBI Services or any part of it is transferred to you. The indieBI Services and their Intellectual Property Rights are protected by copyright, trade mark and other intellectual property laws worldwide.

   You will remain at all times the sole and exclusive owner of the Data. By uploading your Data to the IndieBI Services, you give Superhot a non-exclusive, royalty-free, sub-licensable, transferable and worldwide right to copy, reproduce, distribute, perform, modify, publish and create derivative works of it for the purposes of: (i) providing the indieBI Services to you; and (ii) creating the Reports.

   “Intellectual Property Rights" means any and all copyright, trademarks, service marks, trade dress, brand names, logos, goodwill, get up,trade, business or domain names, design rights, rights in characters, rights in getup, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in databases, rights in computer software (including source code and object code), moral rights, author rights, rental and lending rights, publicity rights, performance rights, synchronisation rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, restorations and reversions regarding any of the same.

6. WARRANTIES

   Summary: we have set out warranties about the indieBI Services (e.g. that we will take reasonable care regarding your use of the services) and we ask for certain warranties from you in return (e.g. that you won’t use the service in a way that infringes the rights of a third party).

   1. Our warranties. We represent and warrant that: (i) we have the right to enter into these Terms and to grant you the licence to use the indieBI Services in section 2; (ii) we will take reasonable care regarding the indieBI Services and your use of them; and (iii) we will use reasonable efforts to comply with applicable laws under these Terms.
   2. Your warranties to us. You represent and warrant that: (i) you have the full power and ability to enter into these Terms and will follow fully its terms; (ii) any Data or other content which you transmit via the indieBI Services is your original work and does not infringe upon the Intellectual Property Rights or Confidential Information of Superhot or any third party; (iii) you will not use or contribute content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful or racist; and (iv) any Data you upload to the indieBI Services will be free from any viruses, material programming errors, Trojan Horses, harmful code or malware, backdoors or other access methods.
7. INDEMNITY AND LIMITATIONS OF LIABILITY

   Summary: we have set out in what cases we are responsible for indemnifying each other and in what cases our liability will be limited in providing the indieBI Services to you.

   1. Indemnity. You agree to indemnify and to hold harmless Superhot and its affiliates, officers, directors, employees and agents (and keep them indemnified and held harmless) from and against any and all damages, claims, suits, actions, judgments, settlements, contributions, fines, penalties, costs and expenses whatsoever, including reasonable legal fees and costs arising out of: (i) your violation of these Terms; (ii) any actual or alleged claim by a third party of Intellectual Property Rights infringement or unauthorized Confidential Information usage; and/or (iii) your Data.
   2. Limitations of Liability.
      1. Superhot, by providing the indieBI Services, is not providing any kind of business, consulting or advisory services. Any decisions, plans or commitments of any kind made on the basis of data or information made available through the indieBI Services are entirely your responsibility. Superhot and/or its affiliates have no duty of care, nor any other tortious, equitable or other obligations of any kind except as expressly set out in these Terms. Superhot has no responsibility or obligation to carry out any verification, evaluation or assessment of the data, information or content made available via the indieBI Services.
      2. Except as we have set out elsewhere in these Terms Superhot and its affiliates, partners and licensors disclaim any implied or express warranties or representations regarding the indieBI Services. This includes without limitation any allegations of: (i) negligence; or (ii) lack of satisfactory quality, merchantability or fitness for purpose; or (iii) the existence of any faults or errors; or (iv) infringement of any third-party intellectual property rights. The indieBI Services are otherwise provided to you on an "as is", “as available” basis without warranties or representations of any kind, express or implied. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, which might apply to the indieBI Services, including without limitation: implied warranties of title, non-infringement, merchantability, satisfactory quality, fitness for a particular purpose, any warranties that may arise from course of dealing or course of performance or usage of trade, freedom from viruses or errors or defects, and/or any warranties as to the accuracy, legality, reliability or quality of any content or information contained within the indieBI Services. We do not warrant that the indieBI Services will be uninterrupted or error-free, that defects will be corrected, or that they will be free of viruses or other harmful components.
      3. The total liability of Superhot and its affiliates whether in contract, tort (including negligence) or otherwise (and whether in connection with these Terms or any collateral contract) will in no circumstances exceed the greater of: (i) the amount you have paid to Superhot for the use of the indieBI Services in the six month’s preceding the claim; or (ii) €250 (two hundred and fifty Euros). In no event will Superhot or its affiliates be liable to you for any loss of earnings, profits, charges or expenses, loss of data or any corruption or loss of information, loss of business opportunity, reputational loss or harm, or any special, exemplary, indirect, consequential or punitive loss or damage or disruption of any kind, in any case, whether based on breach of contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, whether or not the relevant party has been advised of the possibility of such damage. This exclusion does not apply in the case of personal injury, death or fraud.
8. CONFIDENTIALITY

   Summary: we promise not to disclose each other’s confidential information, which we may come across during the course of the indieBI Services.

   Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any Confidential Information concerning the business or affairs of: (i) the other party; (ii) any member of the group of companies to which the other party belongs; and/or (iii) any other third party, which may have or may in future come to its knowledge and each of the parties will use the same degree of care and apply no lesser security measures than it affords to its own Confidential Information to prevent the publication or disclosure of any Confidential Information concerning such matters.

   “Confidential Information” means any information or trade secrets which is confidential (whether or not marked as such), commercially sensitive and is not in the public domain relating or belonging to either party, and in whatever form or format held (whether verbal, written, electronic, digital, cloud-based or otherwise), including but not limited to: (i) information relating to the business methods, sales data, corporate plans, management systems, finances, new business opportunities, research and development projects, marketing or sales of any past, present or future product or service; (ii) secret formulae, processes, inventions, designs, know-how discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future product or service of either party; and (iii) information that either party creates, develops, receives or obtains in connection with these Terms.

9. TERMINATION

   Summary: you can terminate these Terms by emailing us, subject to any subscription you may have with us. We can also terminate and/or suspend the indieBI Services in certain instances – such as serious breach of these Terms by you.

   1. Term. The term starts from your acceptance of these Terms and may terminate under section 8.2 (Your termination rights), section 8.3 (Our termination rights) or as otherwise agreed between the parties in writing.
   2. Your termination rights. You can terminate these Terms by reaching out to us at support@indiebi.com, subject to any ongoing subscription obligations. Termination will not affect already existing rights or obligations of us or you. If you terminate, we will close your account and remove all of your Data as soon as is reasonably possible. We will refund any fees you paid for that month’s access to the indieBI Services
   3. Payment lapse. If you are required to pay a fee for access to the indieBI Services and fail to pay us within 14 (fourteen) days of the relevant invoice, we will retain your Data for a maximum of 30 (thirty) days from the date of missed payment unless otherwise discussed.
   4. Our termination rights. We may cancel, suspend or limit (temporarily or permanently) your access to any and/or all of the indieBI Services at our sole discretion, which includes but is not limited to a breach of these Terms which is serious and/or which could cause real harm to the indieBI Services. If we cancel or suspend your account under this section, then we will not have any obligations or liabilities to you at all.
   5. Consequences of termination. Following expiry or termination of these Terms for any reason, the parties’ rights and obligations under it will end immediately, but not the accrued rights and obligations of the parties and any provisions of these Terms necessary for its interpretation or enforcement. You will lose access to your indieBI account immediately. Your indieBI account will be closed within 30 (thirty) days of the termination date, when all Data will be deleted, save any Data included in any Reports.
10. FORCE MAJEURE

    Summary: if unforeseen events beyond your or our control take place then neither of us will be liable to the other for any obligations that cannot be performed.

    1. Neither of us will be liable to the other regarding any performance, or non-performance, or delay, in whole or in part, due to Force Majeure.

    “Force Majeure” means any cause preventing a party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including strikes, lock-outs or other industrial disputes (other than any such dispute involving the workforce of the party so prevented), nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage (excluding malicious damage involving the employees of the affected party or its sub-contractors), compliance with any law or governmental order, rule, regulation or direction, industrial action by employees of any providers of electrical power, failure of technical facilities, hacking, denial of service or other IT attack, deployment of IT virus malware or similar technology, fire, flood, or storm or default of suppliers or sub-contractors.

11. GOVERNING LAW

    Summary: any legal claims or disputes regarding these Terms are under English law and jurisdiction.

    You and we agree that your use of the indieBI Services, and these Terms, and any issues arising out of them, will be governed by and interpreted according to the laws of England and any dispute regarding it will be exclusively under the jurisdiction of the courts of England. In any legal claim under these Terms, the side which wins will be entitled to its legal fees and expenses. This does not exclude any mandatorily applicable rules or remedies which would be available to you in a legal claim brought under the law of your EU Member State of residence.

12. CHANGES

    Summary: as the indieBI Services develop or as laws change, we may need to update these Terms, which Superhot will make available online.

    We may change these Terms from time to time, for example to reflect changes in our services or to reflect applicable laws, without liability to you. If we do, we will make the changed Terms available online. It will become legally binding on you immediately after we post it online. If you do not agree to those changes (regardless of whether you email us), then unfortunately you must cease using the indieBI Services.

13. OTHER LEGAL MATTERS

    Summary: this section includes a few additional points about how these Terms work legally – for example, these Terms are just between you and us.

    1. These Terms does not create any exclusive relationship between the parties nor any partnership, joint venture, employment or agency between them.
    2. No failure or delay by a party to exercise any right under these Terms or at law will be a waiver of that right.
    3. Please remember that we are subject to various laws and we may be required to comply with law enforcement or other legal requirements, including import/export controls.
    4. We can assign, subcontract or transfer these Terms to a third party or another member of our group if necessary for the support of the indieBI Services, as part of any reorganisation or merger or for other business reasons. We will notify you if this happens.
    5. Only a party to these Terms can enforce it.
    6. If any part of these Terms is found to be invalid or unenforceable, that will not affect the rest of these Terms.
    7. These Terms constitute the whole agreement between the parties and supersedes all previous agreements between them regarding its subject matter. Each party acknowledges that, in entering into these Terms, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in these Terms. Nothing in this section 10(vii) will limit any liability for fraud.
    8. Each party is responsible for its own costs under these Terms.