"FREE THE GAMES FUND"
OFFICIAL RULES, VERSION 2
LAST UPDATED: SEPTEMBER 18, 2013
1. SPONSOR AND ADMINISTRATOR.
The "FREE THE GAMES FUND" contest (the "Contest") is sponsored and administered by OUYA, Inc. ("OUYA") 1316 3rd St. Promenade, Suite 109, Santa Monica, CA 90401.
The purpose of the Contest is to help fund games with widespread gamer support. The Contest measures gamer support by the ability of game developers to launch successful crowd funding campaigns on Kickstarter and meet their funding goals through donations from bona fide gamers. The goal is to empower developers and gamers to bring the games they want to develop and play to OUYA.
3. AGREEMENT TO OFFICIAL RULES.
By submitting a video game entry each entrant (each a "Developer" or "you") agrees to the Official Rules (the "Official Rules") and the decisions of OUYA, which are final and binding and you warrant that your video game entry complies with all requirements set out in the Official Rules. You represent that: (1) you have read, understand, and agree to be bound by the Official Rules; (2) you are of legal age to form a binding contract with OUYA, and; (3) you have the authority to enter into the Official Rules personally or on behalf of the entity you represent, and to bind yourself and that entity to this Agreement with OUYA.
The Contest begins August 9, 2013 at 9:00:00 a.m. US Pacific Time and ends on the earlier of August 10, 2014 at 11:59:00 US Pacific Time ("PT") or the date and time that OUYA has committed One Million Dollars ($1,000,000) in matching game development funds as described below (the "Term"). Entries that are submitted before or after the Term will be disqualified. Entries will only be accepted in the manner described below.
5. WHO MAY ENTER.
The Contest is open only to game developers who have reached the age of majority in their respective jurisdiction. Entries will only be accepted in the manner described below. Each game developer is limited to one entry. Entries must be original works and may not infringe any intellectual property rights (including but not limited to copyrights and trademarks), rights of publicity, rights to privacy or other rights of third parties.
6. HOW TO ENTER.
Each entry consists of an entry form and a Kickstarter (http://www.kickstarter.com) campaign to fund a video game (the "Developed Game"). To enter, go to http://www.ouya.tv/freethegamesfund and complete and submit an entry form with the required information. Thereafter, launch and end your Kickstarter campaign during the Term.
7. ELIGILIBILITY REQUIREMENTS.
Each entry must comply with (i) the funding requirements ("Funding Requirements") defined below, (ii) OUYA's video game submission guidelines available at https://devs.ouya.tv/developers/docs/content-review-guidelines ("Submission Guidelines"), and (iii) Kickstarter's terms and conditions and enter into OUYA's standard Marketplace Agreement at http://devs.ouya.tv (collectively, the "Eligibility Requirements").
"Funding Requirements" shall mean:
1. Project Minimum. Have a Kickstarter minimum project funding goal of $10,000.
2. Number of Backers. For every $10,000 raised on Kickstarter, have a minimum of 100 backers.
8. AWARDS AND PAYMENT.
Matching Funds. For projects in full compliance with the Official Rules, including but not limited to the Eligibility Requirements, as determined in OUYA's sole discretion, OUYA will match 100% of Developer's funding goal on Kickstarter up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000) in matching funds provided Developer has met its Kickstarter funding goal ("Matching Funds"). For example, if Developer has met or exceeded its funding goal of $60,000 on Kickstarter and is in full compliance with the Official Rules as determined by OUYA, OUYA will award Matching Funds of $60,000. By way of further example, if Developer has met or exceeded its funding goal of $500,000 on Kickstarter and is in full compliance with the Official Rules as determined by OUYA, OUYA will award Matching Funds of $250,000. Matching Funds are awarded to Developers on a first to meet their funding goal and be approved by OUYA basis until OUYA has committed a total of One Million Dollars ($1,000,000) in Matching Funds.
Payment. OUYA will pay Developer matching funds as follows:
- 50% after delivery and approval of functional beta of the Developed Game by OUYA. Functional beta is generally defined by OUYA as a feature complete prototype of the game.
- 25% when Developer's Developed Game has been approved by OUYA and becomes commercially available on the OUYA storefront.
- 25% when the Exclusivity Period (as set forth below) ends.
During the "Exclusivity Period", Developer will not, and will not permit any of its respective subsidiaries, affiliates, officers, directors, employees, agents or representatives to, directly or indirectly, distribute, market, sell or otherwise offer a version of the Developed Game on any mobile device, video game console, set top box or smart TV, including but not limited to Microsoft XBOX, Sony PlayStation and Google TV, or any "Android-based Consoles".
For the purposes of this paragraph 9, the "Exclusivity Period" shall be equal to one (1) month from the date of commercial release of the Developed Game on the OUYA storefront for every $10,000 in Matching Funds committed by OUYA up to a maximum of six (6) months. For example, if OUYA has committed Thirty Thousand Dollars in Matching Funds, the Exclusivity Period shall be three (3) months. By way of further example, if OUYA has committed One Hundred Thousand Dollars in Matching Funds, the Exclusivity Period shall be six (6) months.
"Android Based Consoles" are defined herein as android operating system based machines utilizing controllers for game play, including but not limited to Gamestick by PlayJam, Gamepop by BlueStacks and M.O.J.O. by Mad Catz.
Notwithstanding any provision of the Official Rules to the contrary, Developer acknowledges and agrees that any breach or attempted breach of this exclusivity provision will cause OUYA to suffer irreparable injury, including, but not limited to, harm to goodwill, diminishment of competitive positions in the marketplace, and lost opportunities to distribute unique products, the dollar value of which will be difficult, if not impossible, to determine. Therefore, in the event of any such breach or attempted breach of, OUYA will be entitled to the entry of temporary or permanent injunctions and orders of specific performance enforcing its rights under the Official Rules and Developer will not maintain that any such remedy is inappropriate under the circumstances. To the extent permitted by applicable law, such relief will be available without the necessity of posting a bond, cash or otherwise. Such equitable relief will be in addition to, and in no way will limit, any other rights or remedies which OUYA may have at law or in equity. Game Developer is permitted to develop, market and sell a PC version of the Developed Game during the Exclusivity Period. Developer hereby agrees to release the Developed Game on the OUYA storefront prior to or on the same date as the commercial release of any PC version of the Developed Game.
10. CONDITIONS THIS CONTEST IS VOID WHERE PROHIBITED.
Developers agree that this Contest shall be subject to and governed by the laws of the USA. To the extent permitted by law, the right to litigate, to seek injunctive relief or to make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or on connection with this Contest are hereby excluded and any Developer expressly waives any and all such rights. Certain restrictions may apply. OUYA reserves the right to verify the validity and originality of any entry and/or Developer (including an Developer's identity and address) and to disqualify any Developer who submits an entry that is not in accordance with the Official Rules or Kickstarter terms and conditions or who tampers with the entry process. Failure by OUYA to enforce any of its rights at any stage does not constitute a waiver of those rights.
11. CHANGES TO OFFICIAL RULES.
The Official Rules are subject to change by OUYA in its sole discretion. When changes are made, OUYA will make a new copy of the Official Rules available at http://www.freethegamesfund.com. OUYA will also update the "Last Updated" date at the top of the Official Rules. If OUYA makes any material changes to the Official Rules, and you have registered for the Contest, OUYA will also send you an email at the email address you provided during registration for the Contest. Any changes to the Official Rules will be effective immediately for new and existing registrants to the Contest. OUYA may require you to provide written consent to the updated Official Rules. If you do not agree to any change(s) after receiving notice of such change(s), you will withdraw from the Contest. Otherwise, your continued participation in the Contest constitutes acceptance of such changes. Please regularly check the http://www.freethegamesfund.com to view the then-current Official Rules.
12. RIGHT TO DISQUALIFY PARTICIPANTS AND CANCEL OR SUSPEND CONTEST.
OUYA reserves the right, at its sole discretion, to disqualify any participants in the Contest that do not comply with the Official Rules in OUYA's sole discretion and, subject to applicable law, to cancel, terminate, or suspend the Contest for any reason, including but not limited to, any occurrence that corrupts the administration, security, fairness, integrity, or proper conduct of the Contest. Any termination of the Contest will be effective immediately.
If any provision of the Official Rules is held invalid by a court with jurisdiction over the parties to the Official Rules, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of the Official Rules will remain in full force and effect. The word "including" will be interpreted without limitation when used in the Official Rules. The parties to the Official Rules are independent contractors. Each party will bear its own costs and expenses in performing the Official Rules. OUYA may use one or more subcontractors to exercise its rights and perform its obligations hereunder. OUYA's failure to enforce any provision of the Official Rules will not constitute a waiver of our rights to subsequently enforce the provision. You may not assign any of your rights or obligations under the Official Rules, whether by operation of law or otherwise, without our prior written consent, except that you may assign all of your rights and obligations under the Official Rules to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of your assets as long as you give us written notice of any such assignment no later than ten business days before such assignment. Subject to the foregoing limitation, the Official Rules will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. THE LAWS OF THE STATE OF CALIFORNIA WILL GOVERN THE OFFICIAL RULES, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS OR THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS LOCATED IN LOS ANGELES, CALIFORNIA WITH RESPECT TO ANY CLAIMS, SUITS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THE OFFICIAL RULES OR THE TRANSACTIONS CONTEMPLATED HEREBY. The Official Rules along with the Submission Guidelines and OUYA's standard Marketplace Agreement constitute the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter except as otherwise set forth herein, and does not give any third party (except where specified) any rights or remedies hereunder.