These terms and conditions ("T&Cs
") apply between Yggdrasil Malta LTD (a company incorporated in Malta with registered number C 77316 whose registered office is at Level 2, Tagliaferro business Centre, High Street c/w Gaiety Lane, SLM 1551, Sliema, Malta ("Yggdrasil
") and any entity, physical or legal (the "Entrepreneur
"), upon such Entrepreneur submitting a proposal, business idea, concept, know-how or invention and any associated materials to Yggdrasil in any form for the purpose of Yggdrasil's evaluation and consideration (collectively the "Proposal
") relating to a potential collaboration within the "Yggdrasil Dragons" project (the "Project
By submitting a Proposal, you confirm that you accept these T&Cs and that you agree to be bound by them. If you do not agree to be bound by these T&Cs, you should not submit any Proposals to Yggdrasil.
- Further Agreement
- It is in our sole discretion to decide whether to proceed with your Proposal and whether to further explore the possibilities of a collaboration. Should we decide to proceed, such discussions and potential collaboration will be subject to a separate written agreement between us, including the form of such further discussions and collaboration. Thus, nothing in these T&Cs is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute you or us the agent of the other, authorise you or us to make or enter into any commitments for or on behalf of the other, nor create any commitments on either party other than as explicitly set out in these T&Cs.
- These T&Cs are applicable in the absence of or subject to any other applicable written agreement between us regarding the subject matter hereof.
- No Commitment
- Whilst your Proposal may be compelling, it may not be deemed by Yggdrasil to be a commercially suitable or viable option within the Project and thus Yggdrasil may decide, in its sole discretion, not to proceed with your Proposal. There is no obligation for Yggdrasil to consider your Proposal or to proceed with your Proposal, in any way.
- You should ensure that you submit sufficient information in order for Yggdrasil to fully evaluate and consider the Proposal. In the event we find the submitted information not to be sufficient for us to evaluate your Proposal fully, we may request further information to be submitted by you, or we may decline to proceed with your Proposal.
- You are hereby acknowledging and agreeing that your Proposal is submitted hereunder for the purpose of Yggdrasil's evaluation and consideration relating to a potential collaboration (the "Purpose") and that, subject to this Article 3 and these T&Cs, Yggdrasil may evaluate, consider and/or use your Proposal in any manner it deems necessary in order to decide whether it wishes to proceed with the Proposal.
- Subject to Article 3.5 herein, both parties are obliged to keep confidential and to not disclose to any person any information, whether in written or any other form, which has been or may be disclosed to a party (the "Receiving Party") by or on behalf of the other party (the "Disclosing Party") in connection with the Purpose and your submission of a Proposal, including but not limited to the Proposal itself, and which is identified as confidential or is clearly by its nature confidential ("Confidential Information") except if the Confidential Information:
- is required by a person employed or engaged by the Receiving Party, in order for such person to carry out its duties in connection with the Purpose; or
- is required to be disclosed by law or by regulation by the Receiving Party.
- Any disclosure of Confidential Information pursuant to Article [3.2] shall be on a "need-to-know" basis and the Receiving Party shall ensure that all such persons are aware of this obligation of confidentiality and undertake to comply with it.
- Neither party shall use or exploit the Confidential Information disclosed to it hereunder for any other purpose than the Purpose.
- Confidential Information does not include information which:
- is or becomes generally available to the public otherwise than as a result of its disclosure by the Receiving Party or a person employed or engaged by the Receiving Party in breach of these T&Cs;
- is or was made available or becomes available to the Receiving Party otherwise than pursuant to these T&Cs and free of any restrictions as to its use or disclosure; or
- is provided to Yggdrasil by other Entrepreneurs pursuant to Article [3.6] and which expresses ideas or concepts that are similar or identical to any information the Entrepreneur has provided to Yggdrasil.
- We continuously receive Proposals from other Entrepreneurs and because of this, elements of your Proposal may already be known to us as featured in other Proposals. Aspects of your Proposal may also feature in our business already, as independently developed by us, in a way that does not infringe any of your rights. Therefore, you acknowledge and agree that we may not be in a position to keep all contents of your Proposal confidential at all times.
- Intellectual Property Rights
- You hereby warrant and represent that your Proposal does not infringe the intellectual property rights or other rights of any third parties.
- We reserve any rights not expressly granted by us in these T&Cs.
- We aim to respect any valid intellectual property rights of yours. However, in accordance with Article [3.6] herein, certain aspects of your Proposal, or aspects similar to those of your Proposal, may nevertheless end up in the Project, even if we decide not to proceed with your Proposal.
- We are the owner or licensee of all intellectual property rights in any content on www.Yggdrasilgaming.com and on any other Yggdrasil website (collectively the "Websites"), including but not limited to the Yggdrasil logo, text, graphics, software, images, sound and trade marks, and such content may not be copied, reproduced, distributed or displayed without our prior written consent.
- Access to and use of the Websites and the content therein is at your own risk. Yggdrasil is not liable for any damages whatsoever arising out of your access, use or inability to use the Websites, whether in connection with submitting a Proposal or otherwise.
- The parties acknowledge and agree that neither will make any announcements about a Proposal, whether the same has been submitted to Yggdrasil or not, or the Project, without the other party's prior written consent. In the event Yggdrasil decides to proceed with a Proposal, the parties may agree to issue a press release regarding their collaboration within the Project. The timing and wording of such press release shall be mutually agreed by the parties.
- We may update these T&Cs from time to time by changing them on the relevant part of the Websites. You confirm that it is your responsibility to visit the Websites regularly to stay informed of any changes to these T&CS and to ensure that you abide by them.
- Third Party Rights & Assignment
- These T&Cs are made for the benefit of Yggdrasil and the Entrepreneur, and are not intended to benefit, or be enforceable by, anyone else.
- Neither party may assign, sub-contract or deal in any way with, any of its rights or obligations under these T&Cs, without the prior written consent of the other.
- Governing Law & Jurisdiction
- The parties acknowledge and agree that these T&Cs, and any dispute, proceedings or claim of whatever nature arising out of or in any way relating to these T&Cs, shall be governed by and construed in accordance with the laws of Malta and that the courts of Malta shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&Cs.