Thank you for visiting our Terms of Use (Agreement), we are Zenva Pty Ltd ACN 606 402 199 (Zenva, we, our, us and other similar terms). We provide an artificial intelligence powered automated program that assists users in game development, referred to as our GameDev Assistant (GameDev Assistant).
This Agreement outlines the terms and conditions associated with your use of the GameDev Assistant. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on our Website.
By creating a GameDev Assistant Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using the GameDev Assistant.
You must not use the GameDev Assistant if you are not able to form legally binding contracts or are under the age of 18. If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.
Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement and in clause . They aid to clarify the terms and conditions.
Please submit a ticket through our help portal at https://helpgds.zenva.com/, if you have any questions.
You must pay the Subscription Fees for Subscription Plans in accordance with or in accordance with the Once-off License Plan, the Once-off Licence Fee according .
Credit Fees must be paid at the time they are incurred.
Unless expressed otherwise, Fees are quoted in Australian Dollars and are inclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, in connection with this Agreement.
You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.
Except as required under the Australian Consumer Law, once a payment is processed, we are under no obligation to refund any Fees upon termination of your Licence whether or not you choose to continue to make use of the Licence or Credits.
You acknowledge and agree that the features made available to you are limited to those included in the Licence you procured, subject to any specific Usage Restrictions made known to you at the time of procurement. If you wish to access higher usage limits or make use of any alternative or new features of the GameDev Assistant, you may be required to obtain Credits or an alternative Plan.
Additional Credits may be available from time to time from our Website. The Credit Fee plus any applicable GST is payable at the time of purchase.
In order to use the GameDev Assistant, you are required to provide us with Personal Information and create an Account with us.
You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects and you will not provide false or misleading information.
We reserve the right to reject any new Account in our reasonable discretion.
Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep the GameDev Assistant secure and we ask you to contribute.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit.
You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account which occur via the GameDev Assistant, whether such activities are authorised by you or not.
You may only acquire and make use of the GameDev Assistant for the sole purpose of assisting you in game development. You must not use or include any part of the GameDev Assistant in any service bureau or fee generating service offered to third parties. You must not:
We reserve the right to limit or suspend your Licence to access the GameDev Assistant if you fail to pay the Fees, or if in our reasonable opinion, you are in breach of any of your obligations or warranties under this Agreement. Suspending your Account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Fees.
You acknowledge and agree that the GameDev Assistant may alter or delete resources in your software projects and that you must retain regular copies of any valuable resources.
You acknowledge and agree that the GameDev Assistant does not make backups or retain versions of your software projects, resources or objects.
You are solely responsible for maintaining backups and version control of any resources you create or which you wish to retain, prior to using the GameDev Assistant.
You acknowledge and agree the GameDev Assistant will only be accessible using the internet, by users with a valid Account and will not be available "locally" from your own servers or devices.
Support for the GameDev Assistant is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.
If it is necessary to interrupt your use of the GameDev Assistant, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, the GameDev Assistant will be unavailable.
You acknowledge access to the GameDev Assistant may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to the GameDev Assistant which may change the interface and manner in which it functions.
To the maximum extent permitted at law, we are not liable for any loss, foreseeable or not, arising from any interruption to access the GameDev Assistant, whether planned or not, and any such interruptions will not constitute a breach by us of this Agreement.
Certain components or features of the GameDev Assistant may rely on or interface with applications or generate data, resources and/or content that are provided, trained (in relation to Language Models) or operated by third party service providers (Third Party Services).
You acknowledge and agree that, subject to any Non-excludable Condition, we are not liable for:
If you provide us (whether via our forums or through the GameDev Assistant) with content, including, without limitation, text, photos, images, audio, video, code, files, scripts, game assets and any other materials (Submitted Content), your Submitted Content stays yours. This Agreement does not transfer ownership of Submitted Content to us.
When you provide Submitted Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that Submitted Content works better with the GameDev Assistant), communicate and publish Submitted Content for the purposes of allowing us to provide, improve, promote and protect the GameDev Assistant.
You warrant that you own all rights to your Submitted Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your Submitted Content to the extent that it is used within the GameDev Assistant.
While we reserve the right to take down any Submitted Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor Submitted Content, nor are we responsible for it.
By agreeing to these terms, you hereby consent to us sharing your Submitted Content with Third Party Service providers, including for processing through Language Models.
The GameDev Assistant generates content, including but not limited to code, scripts, game assets, text and other materials (Generated Content) based on your prompts and Submitted Content. We do not claim any ownership over the Generated Content, this Agreement does not transfer ownership of Generated Content to us, nor do we impose any limits on your use of it.
You acknowledge and agree:
You must ensure that your use and implementation of the Generated Content complies with industry standards, game engine requirements, all applicable laws and does not infringe any third party rights including Intellectual Property rights.
We do not guarantee that any Generated Content will be compatible with your specific project requirements. the GameDev Assistant is only a development tool, not a substitute for professional expertise, manual review or quality assurance in relation to game development.
We warrant we own or have a licence to use the Intellectual Property in the GameDev Assistant.You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
You acknowledge and agree, we are intended to own all Intellectual Property rights in all modifications to the GameDev Assistant, including those which arise from your Submitted Content, Generated Content, feedback, commentary or reviews and whether those modifications are provided for, by you or on your behalf.
To the extent that you may at any time acquire any right, title or interest in any part of the GameDev Assistant, you immediately assign to us all such right, title and interest.
We use Language Models to operate the GameDev Assistant.
You acknowledge and agree that the use of any Language Model within the GameDev Assistant, carries a statistical degree of uncertainty and its capability is limited to and reflective of the training data. Language Models do not fully grasp contextual nuances, game development practices or derive information from authoritative and verified sources. As such, the production of Hallucinations, errors, lost context and unexpected outcomes is commonly derived from Language Models and other forms of artificial intelligence.
You acknowledge and agree that the:
Generated Content, may contain errors, may not actually represent the instructions given; and
GameDev may delete or alter assets in your software development project, even if those assets were otherwise a functioning part of the project. Please note clause .
Subject to any Non-excludable Condition and to the maximum extent permitted at law, we make no warranties or guarantees that the GameDev Assistant is fault free, regarding the GameDev Assistant’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, the GameDev Assistant including its correctness, accuracy, timeliness, completeness, reliability or otherwise.
You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.
We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
Subject to any Non-excludable Condition and to the maximum extent permitted at law, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:
To the maximum extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.
You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly from your infringement of any third party Intellectual Property rights or your breach of any law including, Privacy Law associated with this Agreement.
A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause before commencing any legal proceedings.
If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.
Each party must pay its own internal and legal costs in relation to complying with this clause . The mediator’s costs are to be shared equally.
The parties acknowledge and agree this clause does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.
Upon termination of this Agreement in accordance with either or , you will no longer have access to your Account or data.
You are solely responsible for extracting any data you require from the GameDev Assistant prior to termination. We reserve the right to permanently erase any data associated with your Account, upon termination of this Agreement.
You acknowledge and agree that any unused Credits are forfeited at the time of termination and to the maximum extent permitted at law no refunds of the Credit Fees are available.
Assignment – Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without other party’s consent, which must not be unreasonably withheld.
Entire Agreement - This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.
Governing law - The laws of Queensland govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.
Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.
Severability - Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change its intended effect.
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account or GameDev Assistant Account means the username and access credentials used when you access the GameDev Assistant.
Agreement means these terms and conditions and any document incorporated into them by reference.
Credit means the credit(s) required to consume certain resources used by the GameDev Assistant, Credits may be included in the Subscription Plans or Once-off Licence Plan you procured and may be available for purchase if resources are consumed beyond the Usage Restrictions associated with those plans.
Credit Fee means the price of additional Credits as set out on our website from time to time.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of, or action or omission of, a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
Fees includes any Subscription Fee, Credit Fee and Once-off Licence Fee which you incur.
Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Hallucination means any false or misleading information presented as fact by Language Models.
Language Model means the output of a machine learning or other third party artificial intelligence platform consisting of machine-readable data trained or trainable from data inputs, tailored to understanding and generating natural language text.
Licence means the rights to use the GameDev Assistant under a Subscription Licence or a Once-off Licence.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Once-off Licence means the Licence described in and the Once-off License Plan, procured when you purchase a Once-off Licence Plan.
Once-off Licence Fee means the price payable to procure a Once-off Licence Plan as set out on our Website.
Once-off Licence Plan means any of the once-off licence plans advertised on our Website from time to time.
Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
Plan includes a Subscription Plan or Once-off Licence Plan as applicable.
Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website as amended by us from time to time.
Subscription Fee means the periodic price applicable to a Subscription Plan, as set out on our Website.
Subscription Licence means the Licence procured under by purchasing a Subscription Plan, whether that Subscription Plan has a Subscription Fee attached or not.
Subscription Plan means any of the subscription plans advertised on our Website from time to time.
Subscription Period means the period of time attached to the Subscription Plan which you sign up for.
Renewal Date means the day immediately following the end of the then current Subscription Period.
You or your means the person or entity using the GameDev Assistant.
Us, we or our means Zenva Pty Ltd ACN 606 402 199.
Usage Restrictions means any limits to your Licence to use the GameDev Assistant as set out in the Subscription Plan or Once-Off Licence Plan you procured.
Website means the website located at gamedevassistant.com. gamedevagent.com, zenva.com and any of their subdomains.
Subscription Licence Terms
If you procured a Subscription Licence for the use of the GameDev Assistant, then you acknowledge and agree to the following terms in this schedule.
Licence
We grant you a non-transferrable, non-exclusive and revocable licence to use the GameDev Assistant for the Subscription Period, subject to and conditional upon your compliance with the terms and conditions of this Agreement.
Payment Terms
You must pay the Subscription Fee, immediately on procuring the Subscription Plan and each subsequent Renewal Date in accordance with the details of the selected Subscription Plan.
We will provide you with a tax invoice for the Subscription Fee at the time payment is due.
Term
This Agreement will commence when you create an Account for the GameDev Assistant and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause of this .
If this Agreement is not terminated accordingly, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period. You can opt out of the auto renewal option via the facility made available through your Account, in which case your Subscription Licence will automatically terminate upon the expiry of the current Subscription Period.
Termination
Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.
We may end this Agreement if your Account remains suspended or inactive for a period of more than 90 days or prior to any Subscription Period .
You may terminate this Agreement with us immediately at any time, by cancelling your Subscription License via the facility made available through your Account.
Termination will take effect, at the end of the then current Subscription Period.
Variations to the Agreement
We may vary this Agreement by giving 30 days written notice to you. If you do not accept the terms of the variation, you may terminate your Subscription Licence in accordance with clause of . The variation takes effect at the beginning of the next Subscription Period.
Once-off Licence Terms
If you procured a Once-off Licence for the use of the GameDev Assistant, then you acknowledge and agree to the following terms in this schedule.
Licence
We grant you a non-transferrable, non-exclusive and revocable licence to use the GameDev Assistant during the Term of this Agreement as set out in clause of this , subject to and conditional upon your compliance with the terms and conditions of this Agreement.
Payment Term
We will provide you with a tax invoice for the Once-off Licence Fee, which you agree to pay immediately on procuring the Once-off License Plan.
Term
This Agreement will commence when you create an Account for the GameDev Assistant and will continue until the date of termination of this Agreement in accordance with clause of this .
Termination
Either party may terminate this Agreement:
if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 30 days after the receipt of notice to remedy;
if your Account remains suspended for a period of more than 30 days;
if your Account has been inactive for a period of more than 90 days;
if a supplier terminates their agreement with us, or otherwise makes a change to the services they provide, and such termination or change impacts a material part of our product such that it is no longer practical for us to provide the GameDev Assistant; or
by providing the other party 6 months prior written notice.
Variations to the GameDevAgent
We may vary the GameDev Assistant and the functionality it provides: