SUMMARY
This EUALA is the legally binding contract that governs the relationship between You and City State Entertainment, LLC (hereinafter CSE). You must agree to it in order to access our servers (the “System”) and play Final Stand: Ragnarök (hereinafter Game). The current version of it is available at the hours posted on our website or via the Game Client or on a Google Sheet.
The entire EUALA is important, but the stuff you really need to know (and be reminded of on a regular basis) is:
FINAL STAND: RAGNARÖK™ END USER ACCESS AND LICENSE AGREEMENT
YOU ARE ABOUT TO ENTER INTO A BINDING CONTRACT. PLEASE READ THIS DOCUMENT CAREFULLY. YOU MAY NOT ACCESS THE GAME SYSTEM OR PLAY FINAL STAND: RAGNARÖK (HEREINAFTER THE “GAME”) UNLESS YOU AGREE TO THE TERMS CONTAINED HEREIN. THIS END USER ACCESS AND LICENSE AGREEMENT (“EUALA” OR “AGREEMENT”), AS THE SAME MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS CONTAINED HEREIN, DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH CITY STATE ENTERTAINMENT, LLC (“CSE”, or “WE” or “OUR”) OFFERS THE USER (“YOU”) THE FOLLOWING
COMPUTER INFORMATION SERVICES: AN ACCOUNT ALLOWING YOU TO ACCESS, VIA THE INTERNET, AN INFORMATION PROCESSING SYSTEM BY WHICH CSE CREATES, GENERATES, STORES, DISPLAYS AND PROCESSES ELECTRONIC INFORMATION FIXED ON CSE’S COMPUTER FILE SERVERS COMPRISING CSE’S PROPRIETARY GAME AND ALL INTERACTIVE FEATURES, FORUMS, CHAT ROOMS, WEBSITES AND SERVICES ASSOCIATED THEREWITH, COLLECTIVELY REFERRED TO HEREIN AS THE “SYSTEM”, AND CERTAIN RIGHTS TO EXCHANGE INFORMATION WITH CSE’S SYSTEM, AND TO USE SUCH INFORMATION FOR YOUR PERSONAL ENTERTAINMENT PURPOSES ONLY. IN ADDITION, THIS EUALA SETS FORTH THE TERMS AND CONDITIONS ON WHICH CSE OFFERS YOU A LICENSE TO USE CERTAIN SOFTWARE APPLICATIONS CREATED BY CSE AND ITS LICENSORS TO ENABLE INTERACTION WITH CSE’S SYSTEM AND PLAY THE GAME. IF ACCEPTED BY YOU IN THE MANNER DESCRIBED BELOW, THE THEN-CURRENT VERSION OF THIS EUALA SHALL APPLY EACH AND EVERY TIME YOU ACCESS CSE’S SYSTEM OR PLAY THE GAME.
YOU HAVE BEEN INVITED TO PLAY A PRE-RELEASE VERSION (FIRST ACCESS) OF THE GAME. NOTHING IN THIS AGREEMENT SHALL BE INTERPRETED AS GRANTING YOU ANY RIGHTS OR PRIVILEGES OF ANY KIND WITH RESPECT TO FIRST ACCESS OTHER THAN AS DETAILED HEREIN. THE GAME IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND CSE MAKES NO WARRANTY TO YOU OF ANY KIND, EXPRESS OR IMPLIED.
BY ACCEPTING THIS AGREEMENT, YOU AGREE THAT YOU ARE 18 YEARS OLD OR OLDER.
YOU AGREE AND ACKNOWLEDGE THAT THIS EUALA IS SUPPORTED BY REASONABLE AND VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH YOU ACKNOWLEDGE BY CLICKING THROUGH “I HAVE READ AND ACCEPT THE EUALA.” WITHOUT
LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT SUCH CONSIDERATION INCLUDES, WITHOUT LIMITATION, YOUR USE AND ENJOYMENT OF THE SYSTEM AND THE GAME AND ALL FEATURES THEREOF, AND YOUR RECEIPT OF DATA, MATERIALS AND INFORMATION AVAILABLE AT OR THROUGH THE SYSTEM.
BY CLICKING THROUGH “I HAVE READ AND ACCEPT THE EUALA” WHERE INDICATED,
YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS EUALA, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. IF YOU DO NOT CLICK THROUGH “I HAVE READ AND ACCEPT THE EUALA” WHERE INDICATED, YOU DECLINE OUR OFFER, AND YOU WILL NOT BE ABLE TO DOWNLOAD THE SOFTWARE, INSTALL IT, OR PLAY THE GAME.
IN THE EVENT YOU CHOOSE NOT TO ACCEPT THE EUALA OR BY TECHNICAL MEANS BYPASS/DISABLE CLICKING THROUGH “I HAVE READ AND ACCEPT THE EUALA,” THEN BY INSTALLING, PLAYING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SYSTEM OR THE GAME OR ANY GAME CONTENT, YOU AGREE TO BE BOUND BY THE TERMS OF THE THEN-CURRENT EUALA. IF YOU HAVE ANY QUESTIONS REGARDING THE TERMS AND CONDITIONS OF THIS EUALA, PLEASE CONTACT CSE CUSTOMER SERVICE BY SENDING AN EMAIL TO
SUPPORT@CITYSTATEENTERTAINMENT.COM.
THE THEN-CURRENT VERSION OF THIS EUALA CAN ALSO BE FOUND ON CSE’S WEBSITE AT ””. YOU ARE ENCOURAGED TO FREQUENTLY REVIEW THE EUALA FOR CHANGES, AND TO PRINT AND STORE IT FOR YOUR RECORDS AND FUTURE REFERENCE. YOU AGREE TO ACCEPT RESPONSIBILITY FOR THOROUGHLY REVIEWING THE EUALA WHEN YOU FIRST PLAY THE GAME AND EACH TIME YOU ARE PROMPTED TO DO SO IN CONNECTION WITH THE GAME. SEE SECTION 5 BELOW CONCERNING MODIFICATIONS AND AMENDMENTS TO THE EUALA.
1. ACCOUNT AND ACCESS TO SYSTEM AND GAME
1.1. Registration and Requirements for Access to System and Game Play
By completing the registration process, You are permitted to establish an account (“Account”), and to access, through your valid, authorized Account(s) by means of an Internet connection (which CSE does not provide), CSE’s Game information processing system by which CSE creates, generates, stores, displays and processes electronic information fixed on CSE’s file servers, comprising CSE’s proprietary Game (the “System”). To play the Game, You must (a) download and install certain CSE software, including data, graphics, sounds effects, music, animation-style video and text (the “Software”), which allows You to play the Game, (b) have a valid Account, (c) have an Internet connection (which CSE does not provide and which may impact your ability to access the System and the Game from time to time for reasons outside of CSE’s control), and (d) download and install certain third party software (“Third Party Software”) (which CSE does not provide, which may not work on your computer, and which may impact your ability to access the System and the Game from time to time for reasons outside of CSE’s control), and You will be required to enter into a separate agreement with such third party for access to and use of such Third Party Software. You are responsible for all hardware, software, service, and other costs You incur to access your Account and play the Game.
1.2. Eligibility to Establish Account Limited to Natural Persons; Shared and Commercial Use Prohibited; Responsibility for Use of Account
Only people who have been granted access into the Development Phase by CSE are permitted to participate in the Development Phase, and anyone without such authorization is not eligible to enter into this Agreement.
Accounts are available only to individual, natural persons who are adults, or, under the discretion of such an adult, his or her minor child. If You are a minor, your parent(s) or guardian(s), must click through “I have read and accepted this EUALA,” in which case he/she/they will take full responsibility for all obligations under this Agreement. Further, your parent(s) or guardian(s) must review and agree, via click through, to the Game’s Code of Conduct (“Code of Conduct”), CSE’s privacy policy, and CSE’s website terms of use (as each of the following are published on CSE’s website) and he/she/they will take full responsibility for all obligations under those agreements and policies. BY CLICKING THROUGH “I HAVE READ AND ACCEPT THE EUALA,” YOU
REPRESENT THAT YOU ARE AN ADULT AND ARE EITHER ACCEPTING THE TERMS AND CONDITIONS OF THIS EUALA ON BEHALF OF YOURSELF OR ON BEHALF OF YOUR CHILD, IN WHICH CASE YOU REPRESENT THAT YOU PERSONALLY WILL BE BOUND BY ALL THE TERMS AND CONDITIONS HEREOF. IF YOU ARE A MINOR AND CLICK THROUGH “I HAVE READ AND ACCEPT THE EUALA,” YOU UNDERSTAND THAT YOU CAN NOT LATER VOID THIS AGREEMENT AS A MINOR WITHOUT LOSING ACCESS TO YOUR ACCOUNT AND ALL ACCOUNT ATTRIBUTES, AND YOUR PARENTS BEING HELD RESPONSIBLE FOR YOUR ACTIONS AND ANY PAYMENT OBLIGATIONS YOU HAVE INCURRED WHILE ENJOYING THE BENEFITS OF PLAYING THE GAME AS IF YOU WERE AN ADULT.
You shall not share your Account with anyone, or allow anyone else other than You personally to access or use your Account, other than your parent(s) or guardian(s) who have rights to access and manage your Account if You are a minor. Joint or shared ownership, or use of an Account by more than one individual natural person is prohibited, other than parent(s) or guardian(s) who have rights to access and manage your account if You are a minor. Selling or renting access to another person to your Account for the purposes of allowing them access to the System and Game is prohibited. Access to the System and playing the Game is intended solely for the entertainment, enjoyment and recreation of individual natural persons, and not for purposes of corporate, business, commercial, or income-seeking activities. Corporations, associations, partnerships, joint ventures, limited liability companies, artificial persons, and other businesses or other entities which are not a single, individual natural person, are not eligible to establish Accounts, to access the System, or to play the Game, nor is anyone who is acting for or on behalf of or in the course of the business of, any such artificial person or entity. Except as expressly permitted by the current EUALA, accessing the System and/or playing the Game for commercial, business, or income-seeking purposes is strictly prohibited. BY CLICKING THROUGH “I HAVE READ AND ACCEPT THE EUALA,”
YOU REPRESENT THAT YOU ARE ELIGIBLE TO ESTABLISH AN ACCOUNT, ACCESS THE SYSTEM, AND PLAY THE GAME, AND THAT YOU ARE NOT ACCESSING THE SYSTEM OR PLAYING THE GAME FOR A PROHIBITED PURPOSE, AND ARE NOT ENGAGING IN A COMMERCIAL ACTIVITY IN VIOLATION OF THIS EUALA.
You are responsible and liable for all activities conducted through your Account, regardless of who conducts those activities. If You are a parent or guardian, You may permit your child to use the Account instead of You, provided that parents and guardians are liable for the activities of their child.
1.3. Password, Login Name, and Player Name
Upon registration, You must select a password (“Password”). You are responsible for maintaining the confidentiality of your Password, and are responsible for any damage or harm (for example, lost or deleted Account Attributes, closed Accounts, etc.) resulting from your disclosure or allowing the disclosure of your Password, or through use by any person of your Password to gain access to your Account. IN NO EVENT SHALL CSE BE HELD RESPONSIBLE FOR ANY DAMAGE THAT OCCURS TO YOUR ACCOUNT OR THE ATTRIBUTES OF YOUR ACCOUNT, INCLUDING WITHOUT LIMITATION YOUR CHARACTERS, OBJECTS, POSSESSIONS, POINTS, RANK, STATUS, OR ANYTHING ELSE WHETHER PURCHASED BY YOU OR ACQUIRED, DEVELOPED, OR DELIVERED AS A RESULT OF GAME PLAY OR GIVEN TO YOU FOR YOUR PURCHASE OF A DONATION TIER (COLLECTIVELY, “ACCOUNT ATTRIBUTES”) IN THE EVENT YOU DISCLOSE YOUR PASSWORD TO ANYONE. NOR IS CSE LIABLE FOR ANY FINANCIAL OR EMOTIONAL DAMAGE OR DISTRESS YOU MAY SUFFER (AND/OR SUBSEQUENT LOSS OR DAMAGE TO YOUR ACCOUNT OR ACCOUNT ATTRIBUTES) AS A RESULT OF THE DISCLOSURE OF YOUR PASSWORD TO A THIRD PARTY.
You shall not disclose your Password to any third party or allow anyone to use your Password to access the System or your Account, or to play the Game. It is also prohibited to obtain, attempt to obtain, use, or attempt to use the password of anyone else. SUCH DISCLOSURE AND/OR USE IS A BREACH OF THE EUALA.
WE WILL NEVER, EVER, EVER ASK YOU FOR YOUR PASSWORD, AND YOU SHOULD NOT DISCLOSE IT IF SOMEONE ASKS YOU TO DO SO, NO MATTER WHAT THE REASON THE PERSON GIVES TO YOU.
Selling or renting access to another person to your Account for the purposes of allowing them access to the System and Game is prohibited. You may not allow anyone to use your login and/or player name to access the System or your Account or to play the Game. You may not sell or rent access to your Account to another person for the purposes of allowing them access to the System or to play the Game. No player may use the player name of another to impersonate or falsely represent his or her identity. It is also prohibited to obtain, attempt to obtain, use, or attempt to use the login and/or player name of anyone else. You should not use your real name or any part thereof in your login name. While You are encouraged to use a pseudonym, especially if You are a minor, You may not pick a name that violates anyone’s trademarks, publicity rights or other proprietary rights. Acceptance of a pseudonym by the System does not constitute a finding or acknowledgement by CSE that your chosen pseudonym does not violate any third party’s trademarks, publicity rights or other proprietary rights, and You are responsible for any liability in the choosing of a pseudonym. CSE retains the right to reject any pseudonym it concludes, in its sole discretion, is indecent, obscene, or otherwise violates standards of good taste, or in the event CSE has reasonable belief that such pseudonym violates the intellectual property rights of others. CSE also reserves the right to invoke the “safe harbor” provision of the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) concerning the removal of copyrighted or trademarked materials from the Game or its related Web sites.
1.4 A Buy-To-Play Game
The game is currently sold as a Buy-To-Play game with no subscription fee or additional mandatory payments. During the commercial operation of the game, CSE will offer various types of Downloadable Content (hereinafter “DLC”) for the game in the form of Season Pass/Battle Pass and other optional items for purchase by players. of the Game when it exits the final stage of Early Access testing and development.
You are solely responsible for (a) providing your own Internet access; (b) any telecommunication charges or other charges which You incur through access and use of the Game, including without limitation any premium charges and surcharges due to bandwidth consumption; and (c) any taxes payable by You in connection with access and use.
1.5 Additional Optional Purchases
If You choose to purchase any optional DLC of any kind, including but not limited to additional Champions, Season Passes/Battle Passes, skins, cosmetics,access to new areas, etc, You hereby authorize CSE to charge your Payment Method (further covered in 1.6) the fee, plus any applicable taxes we are required to collect, for what You elect to purchase, as set forth in the Service, Game, or on CSE’s associated Web sites. All fees are stated in U.S. Dollars and are non-refundable for any reason whatsoever. If a charge to your Payment Method is denied for any reason, CSE shall have the right to deny, terminate, or suspend your account, or access to, or use of, such DLC. Regardless of the name used to identify DLC, You understand and agree that all such DLC represent a limited license right to receive virtual goods and services within the Game, and are henceforth governed solely under the terms of this Agreement. You understand and agree that DLC are not redeemable for any sum of money or monetary value from CSE, or any of its licensors or affiliated companies, and have no value outside of the Game. You understand and agree that CSE has the absolute right to manage, regulate, control, modify, create, and/or eliminate DLC as it sees fit in its sole discretion, in any general or specific case, and that CSE shall have no liability to You based on its exercise of such right. You understand and agree that unless otherwise authorized by CSE, DLC may only be used in the Game, and in no event may be used outside of the Game. If your access to the Game expires or is terminated by You or CSE, or if your access to DLC is terminated or expires for any reason, You understand and agree that the DLC (and all perceived value associated therewith) shall automatically revert back to CSE, and You shall no longer have any right to use, or be compensated for, such DLC. In the event such reversion is not fully recognized or given effect under the law, then, in the case of cancellation or termination, You hereby agree to transfer and assign all remaining DLC, Reward Tiers and anything associated with your Account (including all sub-accounts) to CSE. IN NO EVENT WILL YOU BE ENTITLED TO A MONETARY REFUND FROM CSE FOR THE LOSS OF ANY PURCHASED AND/OR ACQUIRED ITEM.
1.6.Limit on Number of Accounts Associated with a Credit Card(s), Debit Card(s), or Other Payment
Method
Without the prior written consent of CSE, which may be withheld in CSE’s sole discretion, no person may use, or authorize or permit another to use, a Payment Method or combination of Payment Methods under the control of such person, to subscribe to the Game or purchase any DLC for more than ten (10) Accounts on the System at a time.
2. OWNERSHIP OF SYSTEM, GAME AND GAME CONTENT; RIGHTS TO ACCESS AND USE OF SAME
2.1.Ownership of System, Game and Game Content
You acknowledge and agree that CSE is the sole and exclusive owner of the Game and System, and that CSE or its suppliers are the sole and exclusive owner(s) of all right, title and interest (including, without limitation, all intellectual property rights) in the computer code, programs, routines, subroutines, objects, files, data, characters (including all Account Attributes comprising or associated with an Account, including, but not limited to, all and any DLC, Development Rewards, etc.), and information uploaded to, downloaded from, and accessible through the System, including without limitation data, graphics, sound effects, music, animation-style video and text, some of which may be provided to CSE under license from independent content providers which currently exist or which may exist in the future, as a result of your interaction with the Game (collectively, “Game Content”). You further acknowledge the System, Game, and the Game Content is protected by copyrights, trademarks, and other proprietary rights owned by CSE or its suppliers, title to all of which is expressly reserved, and that You acquire no rights in any of the same, express or implied, beyond those granted specifically in the current version of the EUALA.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE TIME YOU SPEND PLAYING THE GAME IS BEING DONE FOR YOUR PERSONAL ENTERTAINMENT PURPOSES ONLY, AND THAT YOU CLAIM NO INTEREST IN THE VALUE OF SUCH TIME AS REPRESENTED BY THE BUILDING UP OF YOUR CHAMPIONS AND ACCOUNT ATTRIBUTES DURING YOUR TIME PLAYING THE GAME, OR IN THE VALUE OF DLC.
2.2.CSE Owns Accounts, Account Attributes, Characters, Items and Objects; Assignment
You acknowledge and agree that your Account(s) and all Account Attributes are part of the System, Game, and the Game Content, and are the sole and exclusive property of CSE, including any and all copyrights and intellectual property rights in or to any and all of the same, all of which are hereby expressly reserved. As to information You transmit to the System through your Account, except as otherwise provided herein, You hereby irrevocably and without additional consideration beyond the rights granted to You herein, assign to CSE any and all right, title and interest You have or may have, including copyrights, in or to any and all files, data, or information comprising or manifesting in a manner perceptible by any means as Account Attributes; provided, however, that the foregoing assignment shall not include the content of messages posted by You in user-to-user areas, but the following terms and conditions shall apply to such content.
2.3.User Content; Terms and Conditions; License
The Game may afford users the means to communicate to the System information, including without limitation messages in email, chat, chat rooms, “emotes,” forums, user-constructed structures, buildings and anything known and unknown that can be built using tools supplied by CSE and similar user-to-user areas (collectively, “User Content”). As to User Content, the following terms and conditions apply. Any User Content
You communicate or cause to be communicated to the System shall not: (a) infringe the intellectual property, proprietary, privacy or publicity rights of any third party; (b) violate any law or regulation; (c) be defamatory, indecent, obscene, pornographic, or harmful to minors; or (d) contain any viruses, Trojan horses, disabling code, worms, time bombs, “clear GIFs,” cancelbots, or other computer programming or routines that are intended to, or which in fact, damage, detrimentally interfere with, monitor, intercept, or expropriate any data, information, packets, or personally-identifiable information. You acknowledge and agree that we may take any action we deem appropriate for any User Content communicated by You, if we believe, in our sole discretion, that it may expose us to liability, or damage our relationship with any of our suppliers, licensors, ISPs or other users of the System and the Game. For all User Content, You hereby grant to us an exclusive, perpetual, worldwide, irrevocable, assignable, royalty-free license, fully sublicensable through multiple tiers, to exercise all intellectual property rights, in and to all or any part of your User Content, in any medium now known or hereafter developed, subject to restrictions and limitations imposed elsewhere in the EUALA, and by applicable federal law.
You acknowledge and agree that the Game Content and User Content may include content owned by independent content providers (including other users), and licensed to us. You, and any user of your Account, must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any Game Content and User Content. CSE reserves the right, but does not undertake the responsibility, to remove User Content at any time that it deems to be harmful, offensive, or otherwise in violation of this Agreement.
Without limitation of any of its other rights, CSE shall have the right to display and publish any information (except clearly personally-identifiable information about You) associated with any characters developed in your Account, for example, in charts, lists, and other compilations, such as “Top Ten” lists and the like, without any prior notification to You of its intent to do so, and without any compensation or any form of recompense whatsoever.
2.4.Rights to Access System and Game Content to Play Game; No Interception or Reverse Engineering; Reverse Engineering Not a Fair Use of the Copyrighted Software; Violation of EUALA a Material Breach
This EUALA grants You the limited, personal, non-exclusive, non-transferable, revocable right to access and use the System, to exchange, download from, and to access and use Game Content and User Content exclusively via an authorized Account, solely for purposes permitted by, and in a manner consistent with, the terms and conditions of this EUALA. Any and all rights not specifically and expressly granted by CSE herein are reserved, and no license, permission, or right of access or use not granted expressly herein shall be implied. Specifically, but without limiting the generality of the foregoing reservation, except as expressly permitted by the EUALA then in effect, You may not copy, distribute, rent, lease, loan, modify or create derivative works, adapt, translate, perform, display, sublicense or transfer any information accessible through the System, including without limitation, any part of the Game Content or User Content, or any Account Attributes, or your rights to access and/or use the System. You may not reverse engineer, disassemble, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive code from any information accessible through the System (including, without limitation, data packets transmitted to and from the System over the Internet), or analyze, decipher, “sniff”, derive code from, or attempt to analyze, decipher, “sniff”, or derive code from any packet stream transmitted to or from the System, whether encrypted or not, or permit any third party to do any of the same, and You hereby expressly waive any legal rights You may have to do so, including any claim that such activities constitute “Fair Use” or are for “interoperability purposes” under the Digital Millennium Copyright Act. Any such attempt shall exceed the “authorized access” You have to the System, as the term is defined under 18 U.S.C. § 1030. WITHOUT LIMITATION OF ANY AND
ALL REMEDIES AVAILABLE TO CSE, WHETHER AT LAW IN EQUITY OR OTHERWISE, ANY ATTEMPT TO ENGAGE IN ANY OF THESE PROHIBITED ACTIVITIES, WHETHER SUCCESSFUL OR NOT, SHALL CONSTITUTE A MATERIAL BREACH OF THE EUALA, AND WILL RESULT IN SANCTIONS, RANGING FROM SUSPENSION OF YOUR ACCESS TO THE SYSTEM AND GAME, TO IMMEDIATE TERMINATION OF ACCESS TO THE SYSTEM AND GAME AND/OR CANCELATION OF ANY AND ALL ACCOUNTS YOU HAVE ON THE SYSTEM OR OTHERWISE HAVE WITH CSE. IT IS IN CSE’S SOLE DISCRETION TO DETERMINE WHICH SANCTION, IF ANY, WILL BE UNDERTAKEN BY CSE.
2.5.Patching the Game
For the purposes of updating, patching, or otherwise modifying the Game, You hereby grant CSE permission to (a) extract hardware system profile data from your computer; (b) extract information from your computer’s file directories pertaining to the Game and your ability to access the System; (c) download Game
Content and Game files to or from your computer and any data related to operation of the Game from any computer that logs on to the System using your Account. Further, CSE may update the Game remotely, including without limitation the Game and supporting software, residing on the user’s machine, without the knowledge or consent of the user, and you hereby grant to CSE your consent to deploy and apply such patches, updates, and modifications to the Game.
2.6.CSE’S RIGHT TO DISCONTINUE ACCESS TO SYSTEM AND GAME IN EVENT OF
UNAUTHORIZED USE OF SYSTEM OR MATERIAL BREACH OF EUALA
YOU AGREE THAT ANY MATERIAL BREACH OF THE EUALA OR THE CODE OF CONDUCT OR TERMS OF SERVICE OR UNAUTHORIZED ACCESS OR USE OF THE SYSTEM BY YOU OR VIA ANY OF YOUR ACCOUNTS, SHALL ENTITLE CSE, AT CSE’S SOLE DISCRETION, IN ADDITION TO AND NOT IN LIMITATION OF ANY OTHER REMEDY OR RIGHT WHICH MAY BE AVAILABLE TO CSE, TO IMMEDIATELY AND WITHOUT NOTICE DISCONTINUE ACCESS TO THE SYSTEM AND GAME THROUGH YOUR ACCOUNT, AND ANY AND ALL OTHER ACCOUNTS THAT SHARE THE NAME, PHONE NUMBER, EMAIL ADDRESS, INTERNET PROTOCOL ADDRESS, AND/OR CREDIT CARD NUMBER OR OTHER PAYMENT INFORMATION WITH THE DISCONTINUED ACCOUNT.
2.7Game and System Downtime and Interruption; Compatibility with Third Party Equipment and Software
You understand that You are agreeing to participate in the Development Phase of the Game. As such, You understand that the Game will contain bugs and other problems normally encountered in the industry during development of any game. Crashes, slowdowns, restarts, resets, and other disruption of game play are to be expected during both prior and after launch of the Game.
We will make reasonable commercial efforts to keep Game and/or System downtime to a minimum, but we do not promise that the System or Game or any data stored or transmitted in connection with the System or the Game will be uninterrupted, secure, or error-free, or will achieve particular results. We reserve the right to suspend operation of some or all aspects of the System and/or the Game at any time without notice for repairs, maintenance, improvements, or for any other reason.
We make no promise that the Game will operate either fully or in part on any specific computer equipment or with any specific software, or that it is free from viruses or anything else which may have a harmful effect on any technology. We are not responsible or liable for any damage, whether temporary or permanent, occurring to either equipment or software that might occur while accessing the System or playing the Game.
CSE reserves the right to close Game accounts or “reset” the Game and System entirely in the event that CSE identifies a Game exploit that allows users to “dupe” or “cheat” the Game in any manner, including without limitation in a manner that facilitates the acquisition of DLC and/or gives the player an advantage in the game that they would normally not have or other Account Attributes at an accelerated rate when compared with ordinary Game play.
2.8Nondisclosure of Confidential Information.
You acknowledge that CSE, through the investment of significant time, effort, and expense, is providing You confidential and/or proprietary trade information, intellectual property, business information or materials as part of this stage of development and that CSE wishes to maintain the confidentiality of its Confidential Information. As a material inducement to CSE to enter into this Agreement and to permit You access to participate in this Development Phase, You hereby expressly represent and agree that You will not disclose, nor make any use of, or benefit from, directly or indirectly, the Confidential Information of CSE.
“Confidential Information” as used in this Agreement shall mean any and all information or material, of every kind and form, in electronic or tangible form, relating to the Development Phase, Game, or any other CSE products and services which are made available to You by CSE under this Agreement, whether or not designated as Confidential Information by CSE. Confidential Information includes, but is not limited to, all information relating to the Development Phase, the Game (including but not limited to information and ideas relating to the Game, software, software code, designs, graphics, rules, playing strategies, artwork, visual depictions, plot, theme, settings, characters, characterizations, skills, emails, screenshots, marketing emails, marketing and promotional plans, current, future or proposed products or services of CSE, written or printed documents, announcements or prereleases, product samples, artwork, graphics, promotional and/or marketing items), the private CSE forums, business and/or trade secrets, testing protocols, processes, and standards relating to the Game and/or associated products or services of CSE. You are specifically prohibited from taking any Confidential Information and using it in another game, game design, or game discussion.
3.SOFTWARE LICENSE
As to the Software that You download in connection with the Game, the following licensing terms and conditions apply. You may access the Software on only a single computer at a time, and make one (1) copy thereof for backup or archival purposes. You shall not install or operate the Software concurrently on different computers and/or game platforms. You may also store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software on your other computers over an internal network; provided, however, You must acquire and dedicate a license for each separate account on or from which the Software is installed or run. The Software may not be used concurrently on different computers under the same account.
You acknowledge and agree that CSE is the sole and exclusive owner of all right, title, and interest (including, without limitation, all intellectual property rights) in and to the Software, and that You acquire no rights in or to any of the same, express or implied, beyond those granted specifically in the current version of the EUALA. Neither this Agreement nor your Account entitles You to any subsequent releases of the Software, any expansion packs or similar ancillary products. You understand that we may update or otherwise enhance the Software at any time, and in doing so incur no obligation to furnish such updates to You pursuant to this Agreement.
Subject to the terms of this EUALA, we hereby grant to You a limited, personal, non-exclusive, non- transferable, revocable license to use the Software solely in connection with accessing the System in order to play the Game via an authorized Account. YOU MAY NOT COPY (EXCEPT TO INSTALL ONE COPY ON
YOUR FIXED DRIVE OR STORAGE DEVICE), DISTRIBUTE, RENT, LEASE, LOAN, MODIFY OR CREATE DERIVATIVE WORKS, ADAPT, TRANSLATE, PERFORM, DISPLAY, OR SUBLICENSE THE SOFTWARE. You may not reverse engineer, disassemble or decompile or otherwise reverse engineer or attempt to reverse engineer or derive source code from, all or any portion of the Software or anything incorporated therein or permit any third party to do so except to the extent that this restriction is expressly prohibited by applicable law. In no event will such reverse engineering be considered “Fair Use” under Federal Copyright law, and You hereby agree to waive any claims of “Fair Use” as a defense for any reverse engineering, including any claims that such reverse engineering is being done for “interoperability purposes” under the Digital Millennium
Copyright Act. The Software may contain license management technology, circumvention or disabling of which is prohibited.
4.MISCONDUCT
The Game was created for your personal entertainment purposes only, and is designed to be played only as written. Therefore, there are certain practices that CSE prohibits.
4.1. Hacks, Cheats, Macros, Modifications, and/or Changes to the Game; Account “Loading”
You may not use any of your own or third party software to modify the Game Content or to change Game play. You may not use our intellectual property rights contained in the Game Content or the Software, or any information accessible through the System, to create or provide any other means through which the System may be accessed and/or the Game may be played by others, as, for example, through server emulators, whether for profit or not.
You may not take any action that imposes an unreasonable or disproportionately large load on our System.
You may not use Game play macros or other stored rapid keystrokes, “dupes,” “cheats,” or other patterns of play that facilitate acquisition of any Account Attributes at an accelerated rate when compared with ordinary or intended Game play. You may not use your own or third-party software to rewrite or modify the user interface or otherwise manipulate data in such a way as to use the System to acquire other Account Attributes or beneficial actions not actually acquired or performed in the Game.
You may not participate in any conduct or practice that results in Account Attributes that are inappropriate for the level or rank of the character contained in the Account. Conduct prohibited shall include, without limitation, arranging, making or accepting in-Game transfers of items to a character without adequate in-Game consideration, thereby augmenting or aggregating items in the transferee character’s Account and having the effect of increasing its value for purposes of an out-of-game Account sale.
You specifically acknowledge that any launching or attempted launching of a Denial-of-Service (DoS) or Distributed Denial-of-Service (DDoS) attack on the System is a violation of 18 U.S.C. § 1030 and could subject You to criminal prosecution and civil liability to CSE.
4.2. NO SELLING OF ITEMS AND OBJECTS
YOU MAY NOT TRANSFER, SELL OR AUCTION, OR OFFER TO TRANSFER, SELL OR AUCTION, OR BUY OR ACCEPT ANY OFFER TO TRANSFER, SELL OR AUCTION, ANY GAME CONTENT, INCLUDING (WITHOUT LIMITATION) CHARACTERS, ACCOUNTS, DLC OR ANY OTHER ACCOUNT ATTRIBUTES, OR ENCOURAGE OR INDUCE ANY OTHER GAME PLAYER TO PARTICIPATE IN SUCH A PROHIBITED TRANSACTION. THE BUYING, SELLING, AUCTIONING OF CHARACTERS, ACCOUNTS, DLC OR ANY OTHER ACCOUNT ATTRIBUTES, WHETHER THROUGH ONLINE AUCTIONS (FOR EXAMPLE EBAY), NEWSGROUPS OR POSTINGS ON MESSAGE BOARDS, AND/OR ANY OFFER OR ATTEMPT TO DO SO, CONSTITUTES A VIOLATION OF THIS EUALA AS WELL AS THE CODE OF CONDUCT. IN ADDITION TO VIOLATING THE EUALA AND THE CODE OF CONDUCT, SELLING AND
BUYING OF INDIVIDUAL CHARACTERS, ACCOUNTS, DLC, OR ANY OTHER ACCOUNT ATTRIBUTES CONSTITUTES AN UNAUTHORIZED MODIFICATION OF THE DATA COMPRISING THE ACCOUNTS INVOLVED IN THE TRANSACTION, AN UNAUTHORIZED MODIFICATION OF PROPRIETARY GAME CONTENT, AN UNAUTHORIZED USE OF THE SYSTEM, AND VIOLATES CSE’S INTELLECTUAL PROPERTY RIGHTS. MOREOVER, ENGAGING IN CONDUCT PROHIBITED BY THIS SECTION MAY ALSO CONSTITUTE MISAPPROPRIATION AND/OR TORTIOUS INTERFERENCE WITH OUR BUSINESS AND/OR CONTRACTS, FALSE DESIGNATION OF ORIGIN, ENDORSEMENT OR SPONSORSHIP OF SUCH TRAFFICKING, AND TARNISHMENT OF THE GOODWILL IN THE FINAL STAND: RAGNARÖK NAME.
4.3. Compliance with Code of Conduct
While playing the Game, You also agree to observe and abide by the terms and conditions of the then- current Code of Conduct, as the same may be amended from time to time. The current version of the Code of Conduct may be viewed at “LINK CODE OF CONDUCT, and is incorporated in the EUALA by reference. Serious or repeated violations of the Code of Conduct shall be regarded as a material breach of the EUALA.
5.MODIFICATIONS AND AMENDMENTS TO EUALA
CSE may amend or modify the terms and conditions of this EUALA from time to time without prior notification to YOU. The fact that the EUALA has been amended or modified shall be communicated to You at the time You log into the Game. You will be prompted to review the revised EUALA and to indicate and confirm your acceptance by clicking through “I have read and accept the EUALA” as a condition of playing the Game. If You accept the revised EUALA, You will be granted access to the Game.
If the revision alters a material term, and You, in good faith, determine that the modification is unacceptable to You, then You shall have the right to cease playing the Game. You may exercise these rights by electing to click “I do not accept the EUALA.” Upon clicking through “I do not accept the EUALA,” You will be deemed to have exercised your right to terminate this Agreement between You and CSE to play the Game. If You fail to click through “I have read and accept this EUALA” or click through “I do not accept the EUALA” in the manner specified above, your access to the System will be discontinued, and all rights to access the System and play the Game granted under this EUALA shall be terminated and You explicitly waive any claim to compensation of any kind paid by CSE to You.
6.Responsibilities of Development Phase Player
(a)Subject to the Grant of License herein, failure to comply with the restrictions and limitations contained in this Section 6 shall result in the immediate, automatic termination of the license granted hereunder, and may subject You to civil and/or criminal penalties.
(b)You agree that You shall not, under any circumstances:
(i)sell, grant a security interest in, or transfer reproductions of the Software to other parties in any way not expressly authorized herein, nor shall You rent, lease, or license the Software;
(ii)transfer, sell, or disclose to any person or entity other than CSE any access-key, activation code, account id/password, or other unique identifier or means of authentication provided to You by CSE;
(iii)exploit the Game, or any of its parts, for any not expressly permitted commercial purpose, including but not limited to use at a cyber café, computer gaming center, or any other location-based site without the express, written consent of City State Entertainment. Such consent may only be granted by CSE’s president.
(iv)host, provide, or develop services for the Game, or intercept, emulate or redirect the communication protocols used by CSE in any way, including without limitation: protocol emulation, tunneling, packet sniffing, modifying or adding components to the Game, use of a utility program or any other techniques now known or hereafter developed, for any purpose, including but not limited to unauthorized network play over the Internet, network play utilizing commercial or non-commercial gaming networks, or as part of content aggregation networks; or
(v) create or maintain, under any circumstance, any unauthorized connections to the Game. All connections to the Game, whether created by the Game or by other tools and utilities, may only be made through methods and means expressly approved by Game and/or its third party licensors with respect to the Game (if any). Under no circumstances may You connect, or create tools that allow You or others to connect, to the Game’s interface or interfaces other than those expressly provided for public use.
(c)You agree that any unauthorized use or disclosure of the Confidential Information shall cause CSE irreparable harm for which its remedies at law would be inadequate. Accordingly, You agree that CSE, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement. You shall notify CSE in writing immediately if You have reason to believe that any person who has had access to the Confidential Information has violated or intends to violate the terms of this Agreement or otherwise disclose any of the Confidential Information in violation of the terms hereof. Any and all remedies herein expressly conferred upon CSE will be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or equity, and the exercise by CSE of any one remedy will not preclude the exercise of any other remedy.
(d)You agree to hold Confidential Information in strictest confidence, and not to disclose or reveal to any person or entity Confidential Information, without the express prior written consent of a duly authorized representative of CSE. In particular, and without limiting the generality of the foregoing, You must not discuss the Development Phase with anyone associated with a competing videogame, any video game publisher or developer, any news or information service (whether television, magazine, online, newspaper, or otherwise), or review, report, online blog, or in any online forum or chat room, other than the official CSE forum or specifically designated private Development Phase CSE forum.
(e)Except as expressly authorized by CSE, You additionally agree not to use any of the Confidential Information for any purpose whatsoever, or to disclose any of the Confidential Information at any time to any third party by direct or indirect means. Without limiting the generality of the foregoing, You agree that any reports or announcements concerning Confidential Information which are not made or authorized by CSE, and which appear prior to CSE’s official disclosure of such Confidential Information, shall not release You from Your obligations hereunder with respect to such Confidential Information. It shall be Your duty to secure the authorization of CSE in the event of any reasonable doubt on Your part regarding the status of disclosed Confidential Information.
7.TERM/TERMINATION
7.1 Term of the Development Phase
The Game is an ‘online’ game, in that You primarily play the Game over the internet. CSE may, at any time and in its sole discretion, terminate this Agreement and/or discontinue the operation or provision of the Game, or any online features or components, with or without notice. In any case, this Agreement will terminate immediately upon the end of the Development Phase, except for Sections 2, 5, 6, 7, 11, and 13 which shall survive.
7.2. Termination by CSE Upon Cessation of Any or All Information Services Offered Under EUALA
In the event CSE, in its sole discretion, permanently ceases to provide any or all of the commercial information services offered hereunder, including without limitation access to the System and the Game, then CSE may terminate this Agreement with You, close all Accounts, and cancel all of the rights granted to You hereunder upon not less than thirty (30) days prior notice, which notice may be delivered via CSE’s “patching” system, posting on CSE’s Web site, or electronic mail. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT
THERE IS NO GUARANTEE THAT CSE SHALL CONTINUE OFFERING ACCESS TO ITS SYSTEM OR THE GAME ON A GOING-FORWARD BASIS. YOU SPECIFICALLY ACKNOWLEDGE THAT THE TIME YOU SPEND PLAYING THE GAME IS BEING DONE FOR YOUR PERSONAL ENTERTAINMENT PURPOSES ONLY, AND THAT YOU CLAIM NO INTEREST IN THE VALUE OF SUCH TIME AS REPRESENTED BY THE BUILDING UP OF YOUR CHAMPIONS, AND/OR ACCOUNT ATTRIBUTES DURING YOUR TIME PLAYING THE GAME. YOU FURTHER AGREE THAT YOU ARE NOT ENTITLED TO ANY REFUND OR OTHER COMPENSATION FOR THE PAST TIME YOU HAVE SPENT PLAYING THE GAME OR FOR THE REAL OR PROJECTED VALUE OF YOUR ACCOUNT OR ANY ACCOUNT ATTRIBUTES WERE THEY TO BE SOLD. NOR IS CSE LIABLE FOR ANY EMOTIONAL DISTRESS YOU MAY SUFFER AS A RESULT OF LOSS OF YOUR CHAMPIONS, ACCOUNT, DLC, AND/OR OTHER ACCOUNT ATTRIBUTES IN THE EVENT THAT EITHER YOUR ACCOUNT OR THE GAME AS A WHOLE IS TERMINATED. NO REFUNDS FOR TIERS, DLC, AND/OR ACCOUNT CHANGES PURCHASED SHALL BE GIVEN IN THE EVENT OF CSE’S CESSATION OF SERVICES OR TERMINATION UNDER THIS SECTION.
7.3. Termination by CSE for Breach
CSE may immediately terminate this Agreement with You, close all of your Accounts, and cancel all rights granted to You under the EUALA if: (a) You fail to make payments for any DLC or account changes once CSE begins selling them; (b) You or anyone using any of your Accounts materially breaches the EUALA, or makes any unauthorized use of the System, Software, or Game, or infringes the intellectual property rights of CSE or any third party; (c) we are unable to verify or authenticate any information You provide to CSE; or (d) we become aware of Game play, chat, or any player activity whatsoever within your Account which is, in our reasonable discretion, inappropriate and/or in violation of this EUALA or CSE’s Website terms of use. Such termination shall be effective upon notice delivered via electronic mail or any other means reasonably calculated to reach You.
NO REFUNDS FOR DONATION TIERS, DLC, OR ANYTHING ELSE THAT YOU PAID FOR SHALL BE GIVEN IN THE EVENT OF CSE’S TERMINATION UNDER THIS SECTION. IN THE EVENT THAT CSE TERMINATES THIS AGREEMENT WITH YOU UNDER THIS SECTION AND CLOSES AN ACCOUNT PURSUANT TO SUCH TERMINATION, THEN CSE RESERVES THE RIGHT TO TERMINATE ANY AND ALL OTHER ACCOUNTS THAT SHARE THE MEMBER NAME, PHONE NUMBER, E-MAIL ADDRESS, INTERNET PROTOCOL ADDRESS, AND/OR CREDIT CARD NUMBER OR OTHER PAYMENT INFORMATION WITH THE CLOSED ACCOUNT. Termination by CSE under this section shall be without prejudice to or waiver of any and all other rights or remedies which CSE may have, all of which are expressly reserved, shall survive termination, and shall be cumulative.
7.4. Termination by User
You may terminate this Agreement with CSE at any time by contacting CSE customer service by sending an email to support@citystateentertainment.com to close your Account. If You choose to close your Account, all rights granted to You hereunder will be terminated immediately Your effective upon conclusion of the then-current billing period if You subscribe to the Game. If You terminate this Agreement, You will not be entitled to any refund of payments You made for any Development Tier, DLC, or other any and all items that you bought or were given to You by CSE.
7.5. Effect of Expiration or Termination.
(a) IF THIS AGREEMENT EXPIRES OR IS TERMINATED FOR ANY REASON, ALL RIGHTS TO ACCESS THE SYSTEM AND PLAY THE GAME WILL CEASE, EFFECTIVE UPON SUCH EXPIRATION OR TERMINATION. IN THE EVENT OF TERMINATION OR EXPIRATION OF THIS AGREEMENT, ALL ACCOUNT ATTRIBUTES ASSOCIATED WITH THE ACCOUNT WILL BE LOST. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT THERE IS NO GUARANTEE THAT CSE SHALL CONTINUE OFFERING ACCESS TO ITS SYSTEM OR THE GAME ON A GOING-FORWARD BASIS. YOU SPECIFICALLY ACKNOWLEDGE THAT THE TIME YOU SPEND PLAYING THE GAME IS BEING DONE FOR YOUR PERSONAL ENTERTAINMENT PURPOSES ONLY, AND THAT YOU CLAIM NO INTEREST IN THE VALUE OF SUCH TIME AS REPRESENTED BY THE BUILDING UP OF YOUR CHARACTERS AND/OR ACCOUNT ATTRIBUTES DURING YOUR TIME PLAYING THE GAME. YOU FURTHER AGREE THAT YOU ARE NOT ENTITLED TO ANY REFUND OR OTHER COMPENSATION FOR THE PAST TIME YOU HAVE SPENT PLAYING THE GAME OR FOR THE REAL OR PROJECTED VALUE OF YOUR ACCOUNT OR ANY ACCOUNT ATTRIBUTES, WERE THEY TO BE SOLD. NOR IS CSE LIABLE FOR ANY EMOTIONAL DISTRESS YOU MAY SUFFER AS A RESULT OF LOSS OF YOUR CHARACTERS, ACCOUNT, DLC, DEVELOPMENT REWARDS AND/OR OTHER ACCOUNT ATTRIBUTES IN THE EVENT THAT EITHER YOUR ACCOUNT OR THE GAME AS A WHOLE IS TERMINATED.
(b) Upon expiration of this EUALA or termination for any reason, the limited licenses granted to You shall automatically terminate, without further notice to You, and You must (i) immediately cease accessing and using the System and Game and (ii) uninstall your copy of the Software. You may uninstall your copy of the Software through one of the following methods: (x) access the directory on your computer where You originally installed the Software and double-click on the file entitled uninst.exe; (y) access the Add/Remove Programs feature of the operating system located on your computer and follow the instructions to remove the Software; or (z) contact CSE customer service by sending an email to: support@citystateentertainment.com for assistance. Users whose Accounts have been discontinued or closed may not access the System or play the Game in any manner or for any reason, including through any other Account, without the express written permission of CSE. Users of active Accounts may not knowingly allow former users whose Accounts have been terminated to use the active user’s Accounts.
8.PRIVACY OF IN-GAME COMMUNICATIONS
You understand that You have no expectation of privacy regarding the communications You make in connection with the Game, including, without limitation, through private in-game messaging or in open “chat,” or in chat rooms, and on our forums, and that CSE representatives may monitor all communications made by or received from You. You understand that You should never provide any private information to any other player in the Game, and will not hold CSE responsible for the consequences of any such disclosure by You. Further, You understand that in playing the Game, You may encounter and converse with people who are rude, offensive, belligerent, and who may use indecent, obscene, and/or threatening or harassing language. You are free to report any instances of such behavior to CSE, and we will take such measures as CSE, in its sole business judgment, determines are reasonable when such behavior violates either the EUALA or the Code of Conduct. HOWEVER, CSE DOES NOT WARRANT THAT YOU WILL BE FREE FROM THE BEHAVIOR OF OTHERS THAT YOU MAY DEEM INSULTING, DEMEANING, OFFENSIVE, THREATENING, OR HARASSING WHILE YOU PLAY THIS GAME. IN THE EVENT THAT CSE CHOOSES NOT TO TAKE ANY ACTION AGAINST A GAME PLAYER, TAKES AN ACTION WITH WHICH YOU DO NOT AGREE, OR IS UNABLE TO TAKE ANY ACTION FOR ANY REASON WHATSOEVER, IN NO EVENT SHALL CSE OR OUR PARENTS, AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), AND/OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCOUNT, THE GAME, OR YOUR TIME SPENT PLAYING THE GAME, EVEN IF ANY OF THE SAME HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY TO YOU OR ANY THIRD PARTIES SHALL BE LIMITED TO AN AGGREGATE AMOUNT OF $100. THIS DISCLAIMER SHALL BE INDEPENDENT OF ANY OTHER LIMITATION ON REMEDIES SET FORTH HEREIN.
9.PARENTAL GUIDANCE
This Game is intended for players of all ages. Nonetheless, some parents may find some aspects of the Game or Game Content inappropriate for some age levels. While CSE may choose to monitor and take action upon inappropriate gameplay, chat, or links to the Game, it is possible that at any time there may be language or other material accessible on or through the Game that may be inappropriate for children or offensive to some users of any age. While CSE has established the Code of Conduct, this EUALA, and the Web site terms of use to govern Game player conduct, CSE cannot ensure that other players will not provide User Content or access to content that parents or guardians may find inappropriate or that any user may find objectionable. CSE will abide by the Children’s Online Privacy Protection Act (“COPPA”) and its privacy policy, which You as a parent agree to as part of this EUALA, and CSE will not disseminate any clearly personally identifiable information to any third party unless in accordance with our privacy policy or if compelled pursuant to paragraph 9 below.
10.DISCLOSURE OF PERSONALLY-IDENTIFIABLE INFORMATION
We cannot ensure that your communications within the Game and other personally identifiable information given to us will not be disclosed to third parties. For example, we may be forced to disclose information to the government or third parties under certain circumstances, or third parties may unlawfully intercept or access transmissions or private communications. Additionally, we can (and You hereby expressly authorize us to) disclose any information about You to private entities, law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate to investigate or resolve possible crimes, especially those that may involve personal injury. Furthermore, if You request any technical support, You consent to our remote accessing and review of the computer You use to access the System and play the Game for purposes of support and debugging. You agree that we may communicate with You via email, chat, and any similar technology for any purpose relating to the Game, the System, the Game Content, and the Software, including customer support, and any services or software which may in the future be provided by us or on our behalf. You are encouraged to read our privacy policy which governs the collection and use of personally identifiable information.
11. WARRANTY DISCLAIMERS; LIMITATION OF DAMAGES AND EXCLUSIVE REMEDIES; INDEMNITY
WE PROVIDE THE INFORMATION SERVICES OFFERED HEREUNDER, THE SYSTEM, THE ACCOUNT, THE GAME CONTENT, THE USER CONTENT, THE GAME, THE SOFTWARE, AND ALL OTHER SERVICES “AS IS,” IN ITS AND THEIR PRESENT STATE AND CONDITION.
CSE CANNOT AND DOES NOT WARRANT THAT THE OPERATION OF THE SYSTEM OR YOUR ACCESS TO THE SYSTEM, THE SOFTWARE, OR THE GAME WILL BE UNINTERRUPTED OR ERROR-FREE. CSE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR CONTENT PRODUCED OR DISPLAYED IN CONNECTION WITH THE GAME. CSE MAKES NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION PROVIDED HEREUNDER, OR AGAINST INFRINGEMENT. NO WARRANTY, REPRESENTATION, COVENANT, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, AVAILABILITY, DURABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE GAME IS GIVEN OR ASSUMED BY CSE; ALL SUCH WARRANTIES, REPRESENTATIONS, COVENANTS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS EUALA, IF ANY, THE SYSTEM, ALL INFORMATION ACCESSIBLE THROUGH THE SYSTEM, THE ACCOUNT, THE GAME CONTENT, THE USER CONTENT, THE GAME, ALL OTHER SERVICES, AND THE SOFTWARE ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO COMPATABILITY WITH YOUR COMPUTER SYSTEMS, SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND EFFORT IS WITH YOU.
CSE MAKES NO REPRESENTATION OR WARRANTY THAT THE GAME AND/OR SOFTWARE WILL OPERATE EITHER FULLY OR IN PART ON ANY SPECIFIC COMPUTER EQUIPMENT OR WITH ANY SPECIFIC SOFTWARE OR THAT IT IS FREE FROM VIRUSES OR ANYTHING ELSE WHICH MAY HAVE A HARMFUL EFFECT ON ANY TECHNOLOGY. CSE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTERNET CONNECTION REQUIRED FOR YOU TO ACCESS THE SYSTEM AND THE GAME, OR REGARDING ANY THIRD PARTY SOFTWARE THAT MAY BE REQUIRED FOR YOU TO PLAY THE GAME.
YOU MAY ACCESS THE SYSTEM THROUGH YOUR ACCOUNT AT TIMES SUBSTANTIALLY OF YOUR OWN CHOOSING, BUT WE CANNOT AND DO NOT PROMISE OR ENSURE THAT YOU WILL BE ABLE TO ACCESS YOUR ACCOUNT WHENEVER YOU WANT. THERE MAY BE FROM TIME TO TIME FAILURES TO HAVE ACCESS TO THE GAME AND SYSTEM AVAILABLE, CONSISTENT WITH THE ORDINARY STANDARDS APPLICABLE TO THE
ONLINE INFORMATION SERVICES INDUSTRY, OR CAUSED BY SCHEDULED OR EMERGENCY DOWNTIME, REASONABLE NEEDS FOR MAINTENANCE, REPAIRS AND IMPROVEMENTS, REASONABLE FAILURES OF EQUIPMENT, COMPUTER PROGRAMS, AND COMMUNICATIONS NETWORKS OR DEVICES, AND EVENTS BEYOND CSE’S REASONABLE ABILITY TO CONTROL, AND CSE SHALL NOT BE LIABLE FOR BREACH OF WARRANTY OF THIS AGREEMENT IN SUCH EVENTS. YOU HEREBY UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT THERE IS NO GUARANTEE THAT THE GAME WILL BE AVAILABLE AT ALL TIMES OR THAT CSE SHALL CONTINUE OFFERING ACCESS TO ITS SYSTEM OR THE GAME ON A GOING-FORWARD BASIS. YOU SPECIFICALLY ACKNOWLEDGE THAT THE TIME YOU SPEND PLAYING THE GAME IS BEING DONE FOR YOUR PERSONAL ENTERTAINMENT PURPOSES ONLY, AND THAT YOU CLAIM NO INTEREST IN THE VALUE OF SUCH TIME AS REPRESENTED BY THE BUILDING UP OF YOUR CHARACTERS AND/OR ACCOUNT ATTRIBUTES DURING YOUR TIME PLAYING THE GAME. YOU FURTHER AGREE THAT YOU ARE NOT ENTITLED TO ANY REFUND OR OTHER COMPENSATION FOR THE PAST TIME YOU HAVE SPENT PLAYING THE GAME OR FOR THE REAL OR PROJECTED VALUE OF YOUR ACCOUNT, WERE IT TO BE SOLD. NOR IS CSE LIABLE FOR ANY EMOTIONAL DISTRESS YOU MAY SUFFER AS A RESULT OF LOSS OF YOUR CHARACTERS, ACCOUNT, DLC, AND ANY OTHER ACCOUNT ATTRIBUTES IN THE EVENT THAT EITHER YOUR ACCOUNT OR THE GAME AS A WHOLE IS TERMINATED.
YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL CSE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (I) ANY DAMAGES OF ANY TYPE CAUSED TO ANY COMPUTER SYSTEM OR OTHER PERSONAL PROPERTY, OR FOR PERSONAL INJURY, INCLUDING WITHOUT LIMITATION DEATH, RESULTING FROM ACCESS TO, OR USE OF, THE GAME, THE SOFTWARE OR DOWNLOAD OF INFORMATION OR MATERIALS CONNECTED WITH THE GAME, OR (II) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, RELIANCE, OR OTHER DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, LOSS OF PROFITS, OR LOST SAVINGS, INCOME, REVENUE, DATA OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT OR YOUR USE, MISUSE OF OR ACCESS TO THE GAME OR CONTENT RELATING TO IT, OR THE EXCHANGE OF INFORMATION WITH THE GAME, EVEN IF ANY THOSE PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME ANY AND ALL RISKS ASSOCIATED WITH THE ACCESS AND USE OF, OR EXCHANGE OF INFORMATION OR DATA WITH, THE GAME.
IN NO EVENT SHALL CSE’S CUMULATIVE LIABILITY FOR ANY DAMAGES, PENALTIES, OR LOSS, REGARDLESS OF THE FORM OF THE ACTION OR CLAIM UNDER THIS AGREEMENT, EXCEED THE AGGREGATE AMOUNT OF THE LARGER OF: i) ONE HUNDRED U.S. DOLLARS ($100); OR ii) THE AMOUNT YOU HAVE SPENT ON DEVELOPMENT TIERS AND/OR ACCOUNT ATTRIBUTES UP TO THE POINT OF COMMERCIAL LAUNCH OF THE GAME. IN THE EVENT ANY OF THE FOREGOING DISCLAIMERS OR LIMITATIONS ON LIABILITY ARE DECLARED TO BE VOID OR UNENFORCEABLE, THEN CSE’S LIABILITY SHALL BE LIMITED TO THE
MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
THE WARRANTIES AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NO DISTRIBUTOR, AGENT, OR EMPLOYEE OF CSE IS AUTHORIZED TO MAKE ANY MODIFICATIONS OR ADDITION TO THIS WARRANTY.
You represent and warrant that You are accessing and using the Game in compliance with all applicable laws and regulations of your jurisdiction and with the terms and conditions of this EUALA, and that all information provided to CSE or its designee by You in connection with this EUALA, including, without limitation, all registration information, is true, correct, and accurate. You must promptly provide CSE or its designee with an update in writing if any of your information changes.
Your use of the System and the Game, your access to your Account, and your entering into the Game constitutes your agreement to defend, indemnify and hold harmless CSE and its affiliated companies, employees, contractors, officers, and directors from any claims, demands, damages, and expenses, including reasonable attorney’s fees, incurred directly or indirectly by CSE, arising out of or relating to your use or misuse of the Game, your access to the System or your Account, your playing the Game, including a third party’s use or misuse of your
Account and/or Password, or any actual or alleged breach or non-performance by You of your representations, warranties or obligations hereunder. CSE shall have the right to retain counsel of its choice to defend any action or suit subject to your indemnification obligations hereunder, at your expense.
12.PHOTOSENSITIVITY SEIZURE WARNING
A very small percentage of users may experience seizures when exposed to certain light patterns or flashing lights. Exposure to certain patterns or backgrounds on a video monitor, or while playing video games attached to a television set, or while watching a replay or a recording of video game footage may induce an epileptic seizure. These conditions may induce previously undetected epileptic symptoms even in persons who have no history of prior seizures or epilepsy.
If You, or anyone in your family, have an epileptic condition, consult your physician prior to playing. If You experience any of the following symptoms while playing a video or computer game — dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions — IMMEDIATELY discontinue use and consult your physician before resuming play.
13. GOVERNING LAW; EXCLUSIVE FORUM AND DISPUTE RESOLUTION PROCEDURE
THE EUALA, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE COMMONWEALTH OF VIRGINIA AS SUCH LAWS ARE APPLIED TO AGREEMENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN VIRGINIA BETWEEN VIRGINIA RESIDENTS, BUT WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES OF VIRGINIA LAW. THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY DISCLAIMED.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOLE AND EXCLUSIVE FORUM FOR RESOLVING ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE EUALA, OR OTHERWISE RELATING TO ANY RIGHTS IN, ACCESS TO OR USE OF, THE SYSTEM, THE GAME, GAME CONTENT, USER CONTENT, AND/OR THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE BINDING ARBITRATION, UNDER THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) COMMERCIAL ARBITRATION RULES THEN IN EFFECT. THE PARTIES ALSO AGREE THAT THE AAA OPTIONAL RULES FOR EMERGENCY MEASURES OF PROTECTION SHALL ALSO APPLY TO THE PROCEEDINGS. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IN THE EVENT THAT THIS PARAGRAPH IS HELD INVALID OR UNENFORCEABLE, THE REMAINING PORTIONS OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT.
IN THE EVENT THAT YOU INITIATE AN ARBITRATION PROCEEDING AGAINST CSE, IF YOU INITIATE THAT ARBITRATION IN FAIRFAX, VIRGINIA, THEN CSE AGREES TO PAY ONE- HALF (1/2) OF THE INITIAL COSTS OF BRINGING THAT ACTION, SUBJECT TO RECOUPMENT AT THE END OF THE ARBITRATION IN THE EVENT THAT THE ARBITRATORS DO NOT AWARD YOU THE AMOUNT OF DAMAGES SPECIFIED IN YOUR CLAIM. IN THE EVENT THAT YOU INITIATE AN ARBITRATION PROCEEDING IN ANY OTHER FORUM, YOU WILL BE REQUIRED TO PAY THE FULL AMOUNT OF THE ARBITRATION FEE, IN LIGHT OF THE COSTS CSE WILL BE REQUIRED TO INCUR IN DEFENDING AN ACTION IN A FOREIGN JURISDICTION. IN THE EVENT THAT THIS PARAGRAPH IS HELD INVALID OR UNENFORCEABLE, THE REMAINING PORTIONS OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT.
14. ADDITIONAL TERMS AND CONDITIONS OF THIS DEVELOPMENT PHASE
(a)When playing the Game, You may accumulate in-Game money, resources, equipment, or other value or status indicators. This data may be accumulated by the completion of certain actions within the Game or by being rewarded by CSE. This data may be reset at any time during the testing process, and it may be reset when the particular Game build, patch or update completes the Development Phase. For the avoidance of doubt, CSE shall in no event be required to refund, repay, or otherwise reimburse You for any lost items, time and/or any other good, tangible or intangible, that You acquired during the Development Phase;
(b)By opting in to the Development Phase, You agree that: (i) Development Phase is at Your own risk and that You know that the Game and/or Development Phase materials will include known or unknown bugs, (ii) any value or data that You achieve through game play may be erased at any time, (iii) CSE has no obligation to make the Game available for play with or without charge for any period of time, nor to make them available at all, and (iv) this Agreement will apply to Your use of the Game during the Development Phase;
(c)As part of the Development Phase, You will become privy to certain Confidential Information regarding the Game. This Confidential Information shall be held in strict confidence and shall not be disseminated or disclosed to any third party without the express written consent of CSE. You may also be required to sign a non-disclosure agreement which shall be incorporated into the terms of this Agreement. Disclosure of this Confidential Information without the express written consent of CSE shall result in immediate termination of this Agreement and a forfeiture of your donation to CSE, CSE shall be entitled to pursue all remedies available under this Agreement;
(d)The Game may contain functions for collecting and tracking information related to the Development Phase and players activities and actions within the Game. You acknowledge that CSE does and may collect data derived from Your playing of the Game, and CSE reserves the right to compile, save, use, and analyze such information. The collection and storage of the above data and Game play is solely for the purposes of facilitating the existing functionality of the Game, assisting CSE in assessing improvements to it and other games based on general playing patterns and for digital management purposes; and
(e)Development Phase accounts (including but not limited to any key codes provided to allow access to the Game) are non-transferable under any circumstances, without the express written consent of CSE.
(f)As part of the Development Phase, You may be asked to provide suggestions, comments, requests for noticeable bugs and other feedback with respect to the Software (“Feedback”). You hereby grant CSE the worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up right to: (1) make, have made, use, copy, modify, and create derivative works of the Feedback as part of any CSE product, technology, service, specification or documentation; (2) publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (3) sublicense to third parties the foregoing rights, including the right to sublicense to further third parties, without any compensation, whatsoever, to You.
15.MISCELLANEOUS
You acknowledge and agree that any breach or threatened breach by You of this EUALA may result in immediate and irreparable damage to CSE or its licensors or designees for which there is no adequate remedy at law, and in such event CSE, its designee or its licensors, as applicable, shall be entitled to appropriate equitable relief, including, without limitation, injunctive relief, without the necessity of posting bond or other security. You acknowledge that You have read this entire EUALA and that this EUALA constitutes the entire understanding and contract between You and CSE, and supersede all prior oral and written communications regarding the subject matter.
You shall comply with all applicable laws regarding your access to and use of the System, use of the Software, access to your Account and playing of the Game. Without limiting the foregoing, You may not download, use or otherwise export or re-export any part of the information accessible through the System or the Software except in full compliance with this EUALA and all applicable laws and regulations. By this EUALA, You acquire no express or implied rights in or to use CSE’s or its supplier’s trade names, trademarks, or servicemarks.
If any part of the EUALA is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties expressed in the EUALA, and the remaining portions shall remain in full force and effect.
Except as otherwise provided herein, You may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and Agreement between us and You with respect to the subject matter hereof. Except as provided above, or in a writing signed by both parties, this Agreement may not be modified or amended.
This EUALA was last updated and posted on this Web site on December 10th, 2020.
