EULA
NYAN HEROES
END USER LICENSE AGREEMENT
Last Updated: 16 August 2023
PLEASE READ THIS END USER LICENCE AGREEMENT (THESE TERMS) CAREFULLY BEFORE USING THE SOFTWARE (AS DEFINED HEREIN), INCLUDING ANY SERVICES MADE AVAILABLE TO YOU THROUGH THE SOFTWARE, INCLUDING SERVICES TO ACQUIRE, MAINTAIN AND USE IN-GAME CURRENCY OR CONTENT (THE SERVICES). THESE TERMS GOVERN YOUR RIGHTS AND OBLIGATIONS RELATING TO YOUR USE OF THE SOFTWARE AND/OR THE SERVICES, AND WE ARE ONLY WILLING TO MAKE THE SOFTWARE AND THE SERVICES AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY DOWNLOADING OR USING THE SOFTWARE, OR BY CLICKING "I ACCEPT" IN AN ADJOINING BOX OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE "YOU" WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE SOFTWARE OR THE SERVICES AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT DOWNLOAD OR ACCESS THE SOFTWARE.
Nyan Heroes is a proprietary video game software application which comprises (without limitation) all software code, titles, themes, objects, characters, names, dialogue, catch phrases, locations, stories, artwork, animation, concepts, sounds, audio-visual effects, methods of operation, and musical compositions that are related to said software application, and any copies of any of the foregoing (the Software, including any in-game currency or Content (as defined herein), patches, updates, and upgrades to said Software, and all related content and documentation made available to you under these Terms or via said Software) which allows players to participate in a third-person shooter game where they may control cats piloting robotic mech guardians, engage in various competitions (e.g. battle royale), contests and games. Players which wish to be more involved within the Nyan Heroes ecosystem may also purchase and utilise robotic mech guardians in the form of unique non-fungible collectible tokens based on the Metaplex standard or other similar "non-fungible" token standard, and which are irrevocably associated with a unique Uniform Resource Identifier JSON file containing metadata such as the name, description or image file stored on Arweave or such other storage network and/or usage terms of the underlying intellectual property ("NFT"). The Software is offered by 9 Lives Interactive Pte. Ltd. (the "Company", "we", or "us"). Through the Software, users can play the "Nyan Heroes" game, view their NFT (for players which have purchased the same), and interact with other users in the Nyan Heroes game ecosystem.
We may post supplemental terms and conditions, policies or documents from time to time on the website https://nyanheroes.com/, which are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes to the Terms from time to time. We will alert you of any changes by updating the “Last Updated" date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Software or the Services after the date such revised Terms are posted.
Any queries, complaints or claims with respect to the Software or the Services should be directed to contact@nyanheroes.com.
ELIGIBILITY
You may only use the Software and the Services if you comply with all of the following:
You are at least eighteen (18) years old or otherwise of legal age to enter into an agreement as determined by the laws of the country/ territory where you live. IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THESE TERMS. The Company requires permission by email from the parent or legal guardian's email address to be sent to securityteam@nyanheroes.com, and it shall respond to such email address to verify that it has received such permission. A parent who wishes to rescind their previously-provided consent to their child's access to and use of the Software or the Services should send an email to the same email address. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY DECLINES ANY RESPONSIBILITY REGARDING ANY ACTIVITIES CONDUCTED BY A CHILD WITH OR WITHOUT THE PERMISSION OF A PARENT (INCLUDING WITHOUT LIMITATION ANY IN-GAME PURCHASES OF OTHER ACTIONS). IF YOU ARE A PARENT AND YOU GIVE YOUR PERMISSION FOR YOUR CHILD TO ACCESS THE SOFTWARE OR THE SERVICES, YOU THEREBY AGREE TO THE TERMS RELATING TO USE OF THE SERVICES BY YOUR CHILD.
You will only use the Software and Services for your own personal use, and not in violation of any law or regulation as a result of using the Software or the Services. The Company reserves the right to enforce geo-blocking of the Software in any jurisdiction that prohibits using the Software.
We make no representations or warranties, express or implied, concerning the legality of the Software or the Services and/or of any person’s use of the same, and shall not be responsible for any illegal use of the Software or the Services by you. If you have any doubts or concerns, you should consult with legal counsel in your country / territory about the legality of your use of the Software or the Services.
ACCOUNT
In order to access the Software and the Services, you are required to create an account (the "Account") for the Software.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential (other than user name), and you must not disclose it to others. You must immediately notify the Company at securityteam@nyanheroes.com of any unauthorised use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may only access the Software and the Services through your own Account. Users do not own their accounts, and gifting or otherwise transferring of accounts or access keys is prohibited.
We reserve the right to remove, reclaim or change a username or display name you select if we determine, in our sole discretion, that such username is inappropriate, offensive, misleading, obscene, potentially infringing the rights of third parties, or otherwise objectionable, or if you have been inactive for more than a year.
You must provide accurate and complete registration information when you create an Account. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information.
NYAN HEROES ECOSYSTEM GAMES
The "Feline Mech Design" module available on the Software allows users to create custom skins for a mech guardian using DALL-E, an AI imaging tool. These custom skins are purely cosmetic – they will not be taken into a game, or associated with or minted as an NFT. There are no blockchain components or peer-to-peer interactions relating to "Feline Mech Design".
The "Gauntlet" game mode allows users to navigate a guardian mech through a challenging obstacle course which highlights the game's unique cat-like locomotion mechanics. The fastest players will be ranked on the game leader-board, and top-ranking players may be rewarded with certain "reward loot boxes" for skill-based achievements for select players, non-fungible tokens, or digital tokens based on the prevailing game rules (which may be modified by the Company from time to time). There is no peer-to-peer interaction for this game mode.
Over time, the Company intends to incrementally introduce additional competitions, contests, games or modules within the Nyan Heroes ecosystem, and your interaction with any of the foregoing shall be in accordance with these Terms.
BETA SOFTWARE AND SERVICES
From time to time, the Company may offer certain new services or version(s) of the Software, including without limitation preview services, new features to existing services, additional services, or pre-release version(s) of the Software or service (collectively "Beta Services").
If you elect to use any Beta Services, then your use of the Beta Services is subject to the following terms and conditions: (a) you acknowledge and agree that the Beta Services are pre-release version(s) and may not work properly; (b) you acknowledge and agree that your use of the Beta Services may expose you to unusual risks of operational failures or loss of assets, digital assets or information; (c) the Beta Services are provided "as is", "as available", and "with all faults", so we strongly suggest not to utilise these in mission critical environments; (d) the Company reserves the right to modify, change, or discontinue any aspect of the Beta Services at any time; (e) the final release versions of the Beta Services may change substantially, and programs that use or run with the Beta Services may not work with the final release versions or subsequent releases; (f) the Company may limit availability of customer service support time dedicated to support of the Beta Services; (g) you acknowledge and agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience; and (h) you acknowledge and agree that the Company may track your interactions with the Software, browsing behaviour, links clicked, items or services purchased, your device type, and to collect various data, including analytics, about how you use and interact with our Beta Services.
GAMES OF SKILL
By utilising the Software and the Services, each user acknowledges and agrees that he/she is participating in a game of skill. Games of skill are legal, as they are generally excluded from the ambit of gambling legislations around the world. The Software and the Services may not be used for any form of illicit gambling, betting, or wagering (howsoever named).
All competitions, contests and games offered on the Software are games of skill. Winners and/or ranked players on the leader-board are determined by the objective criteria accompanying the rules of each competition, contest or game, for example skillfully piloting an in-game character to compete with other players, making strategic decisions, manoeuvering through obstacle courses, utilising their knowledge of game material, game mechanics, as well as the Nyan ecosystem, or focusing their attention, experience and adroitness to achieve gameplay objectives.
Participating in any game or contest available on the platform does not create any obligation on the Company to award any player with any earnings, prize or rewards. Rewards (if any) is entirely dependent on each player's skill as a player vis-a-vis other players in the relevant competition, contest or game. There are no gambling-style loot boxes or features in the game.
Neither in-game currency nor Content is redeemable for money or monetary value from the Company or any other person; and the foregoing do not have an equivalent value in "real-life" government-issued fiat currency and do not act as a substitute for fiat currency. Neither the Company nor any other person or entity has any obligation to exchange in-game currency or Content for anything of value (including without limitation any obligation to exchange these into fiat currency). The Company may engage in actions that may impact the perceived value or purchase price, if applicable, of in-game currency and Content at any time.
In the event that your usage of the Software or the Services constitutes any form of gambling, betting, or wagering (however named) under any laws applicable to you, you shall not be allowed to utilise the Software or the Services.
PHOTOSENSITIVITY
Certain people may react to certain visual images or patterns, including flashing lights (regardless of whether they have a diagnosed condition or history). Reactions may be reduced by playing in a well-lit room, avoiding playing while drowsy, viewing the Software from some distance or on a smaller screen, and limiting duration of use.
OWNERSHIP AND INTELLECTUAL PROPERTY
The Company owns the Software. You acknowledge and agree that the Company (or, as applicable, its licensors) owns and reserves all rights, title and interest in and to all elements of the Software, and all intellectual property rights therein (including, without limitation the Nyan Heroes ecosystem, all designs, systems, methods, information, computer code, software, services, website design, "look and feel", virtual items, virtual environments (such as battlegrounds), themes, organisation, compilation of the content, code, data and database, functionality, audio, sound effects, video, animation, text, photograph, artwork, graphics, objects, characters, character names, stories, dialogue, and all other elements of the Software or the Services made available for you to access or download through or in connection with the Software or the Services, including UGC that has been licensed to the Company by users (collectively, the "Content").
You acknowledge that the Content are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Content is the copyrighted property of the Company or its licensors, and all trademarks, logos, service marks, and trade names associated with the Software or the Services (including without limitation 9 Lives Interactive Pte. Ltd. and Nyan Heroes™), or otherwise contained in the Content are proprietary to the Company or its licensors. Except as expressly set forth herein, your use of the Software or the Services does not grant you ownership of or any other rights with respect to any content, code, data, or other Content that you may access on or through the Software or the Services. We reserve all rights in and to the Content that are not expressly granted to you in these Terms.
You will not apply for, register, or otherwise use or attempt to use any of the Company's trademarks or service marks, or any confusingly similar marks.
Effective from the date that you accept these Terms and subject to your full continued compliance with all the provisions of these Terms, the Company grants you a personal, non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable limited license to install and use the Software solely for your personal, non-commercial use (the "License"). For the avoidance of doubt, all rights granted to you under these terms are granted by way of express License only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.
In particular, you acknowledge that your use of the Software or Services does not confer on you any title, ownership, or interest (monetary or otherwise) in any aspect or feature of the Software or Services, including but not limited to (where applicable) any in-game rewards, trophies, achievements, character levels, in-game currency, or Content. You also acknowledge that any character data, game progress, game customisation or other data related to your use of the Software or Services may cease to be available to you at any time without notice from the Company, including without limitation after a patch, update, or upgrade is applied by the Company.
Without prejudice to the generality of the foregoing, except as otherwise prohibited by applicable law, the Company, in its sole discretion, has the absolute right to manage, modify, substitute, replace, suspend, cancel or eliminate in-game currency or Content, including your ability to access or use in-game currency or Content, without notice or liability to you. You may not transfer, sell, gift, exchange, trade, lease, sublicense, or rent in-game currency or Content except within the Software and as expressly permitted by the Company.
USER OBLIGATIONS
You agree that you are responsible for your own conduct while accessing or using the Software and the Services, and for any consequences thereof. You agree to use the Software and the Services, interact with other users, participate in any competitions, contests and games, utilise any modules, and/or create UGC only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations.
In particular, you may not, and may not allow any third party to: (a) use the Software commercially or for a promotional purpose except as the Company expressly authorises; (b) copy, reproduce, distribute (including via a network server), display, or use the Software in a way that is not expressly authorised in these Terms; (c) remove any copyright, trademark or other proprietary rights notices contained in or on the Software or any part of it; (d) sell, rent, lease, license, distribute, or otherwise transfer the Software; (e) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble the Software or make derivative works based on the Software (including without limitation unauthorized changes to the Software client (“ini” file modification, etc.), servers, or data (such as packets) which affect or interfere with the Software or the Services and violate copyright laws); (f) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in the Software; (g) create, develop, distribute, or use any unauthorised software programs to gain advantage in any game mode; (h) use the Software to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (i) use, export, or re-export the Software in violation of any applicable law or regulation; (j) behave in a manner which is detrimental to the enjoyment of the Software by other users as intended by the Company, in the Company's sole judgment, including but not limited to the following – harassment, use of abusive or offensive language, game abandonment, game sabotage, spamming, social engineering, scamming, running or using methods which are not authorised by the Company and which interfere with the outcome and/or the course of the Software (including cheats, bots, scripts, or mods not expressly authorised by the Company) by giving you and/or another user an advantage over other players who do not use such methods, or making or otherwise contributing to such unauthorised software; (k) engage in any automated use of the Software, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools, in each case whether or not any unfair advantage is obtained by the player; (l) disparage, tarnish, or otherwise harm, in the Company's opinion, the Company or the Software; (m) create user accounts by automated means or under false or fraudulent pretenses; (n) access or use the Software for the purpose of creating a product or service that is competitive with any of the Company's products or services; (o) use the Software to advertise or offer to sell goods and services; (p) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); or (q) engage in any practice that aims to manipulate the outcome of any competitions, contests, or games; all players should play to the best of their abilities and any sort of match-fixing, win-trading, or colluding between competitors is strictly prohibited.
Notwithstanding any of the terms herein, you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialise any elements of the Content without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.
You are required to notify the Company of any glitches, exploits or vulnerability (such as bugs, system errors, illegal programs, etc.) in respect of the Software or the Services, and must not exploit and/or propagate such information to other users. If you discover any glitches, exploits or vulnerability, do not disclose it to the Company and forward it to another person, this shall be deemed as a breach of these Terms.
You shall not, without a separate, additional license from the Company, use the Software or permit the use of the Software on more than one computer, mobile phone or device (or other similar device now known or hereafter devised) at the same time.
PRIVACY POLICY AND USER DATA
Our Privacy Policy (available at https://www.nyanheroes.com/privacy-policy) describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with the aforementioned Privacy Policy.
We will maintain certain data that you transmit to the Software for the purpose of managing the performance of the Software, as well as data relating to your use of the Software. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relate to any activity you have undertaken using the Software. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
UPDATES AND PATCHES
The Company may provide patches, updates, or upgrades to the Software that must be installed in order for you to continue to use the Software or Services. The Software may be updated remotely without notification to you, and you hereby consent to the Company applying all patches, updates, and upgrades as may be deemed necessary or desirable.
The Company may at its sole discretion immediately modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software or Services (or any part thereof) at any time for any reason), without any advance notice or liability to you.
Without prejudice to the generality of the foregoing, you acknowledge that the Company does not have any maintenance or support obligations with respect to the Software or Services.
EXTERNAL WEBSITES AND SERVICES
The Software may offer you the option to access other websites or resources, in particular third party websites, software, services, advertisements or third-party materials (collectively, "External Services"), which are provided solely as a convenience to users.
The Company has no control over any External Services. Prior to accessing any External Services, you should carefully read any applicable terms and conditions, privacy policies and any relevant documentation relating to such External Services.
You acknowledge and agree that the Company is not responsible for the availability of any External Services or your interactions with them, and that the Company does not endorse any information, advertising, products or other materials on or made available from any External Services.
Furthermore, you acknowledge and agree that the Company is not liable for any loss or damage which may be incurred as a result of your usage of or the availability or unavailability of the External Services, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any information advertising, products or other materials on, or made available from, any External Services.
USER GENERATED CONTENT
The Company may provide features through the Software or the Services that allow you to create, develop, modify, or contribute Content, including without limitation your username, your contact list, images, graphics, or skins generated (as more particularly described at Section 3.A), or any interactions, messages, posts, comments or user generated content in any communication channel (including via the Software, Twitter, Discord, Instagram, YouTube, or Telegram), character data, buildings, in-game customisation and achievements, programs, gameplay, replays, cinematics, scripts experiences, interactive features, screenshots, music, sounds, sound recordings (and the musical works embodied therein), any audio-visual combinations, musical works, animations, and other types of works (standalone or in combination) ("UGC"), and to upload, publish, or otherwise make available UGC to some or all users of the Services. These features may also allow you to interact with, manipulate, and change UGC in whole or in part. You may only use the tools that the Company provides through the normal functionality of the Software to create, remove or modify UGC.
You accept and acknowledge that all UGC shall be considered non-confidential and non-proprietary information.
Subject to the rights and licenses you grant in these Terms, you retain the rights that you may have in your UGC. Your rights in UGC strictly cover only new, original content which you create (without breaching any laws or intellectual property rights of the Company or any other user or third party) as part of your UGC, and does not extend to or grant any rights to the Software, Services or Content created or made available by the Company or any other user or third party.
By creating UGC, you specifically grant the Company a perpetual, non-exclusive, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to use, host, copy, duplicate, import, store, present, publicly display, publicly publish or perform (including by means of digital audio transmissions), modify, adapt, reproduce (and make mechanical reproductions of musical works embodied in sound recordings), create derivative works of (including synchronise to visual images), transfer, sub-license, distribute all or any part of the UGC; and the Company shall be free to use such UGC in any manner or media whatsoever, on an unrestricted basis and without any attribution or royalties or other compensation to you, including, without limitation, within or outside the Software, in any digital or printed media, including for any commercial publicity and marketing purposes, and in any country. For the avoidance of doubt, the Company is not obligated to exercise any of the foregoing rights granted by you.
The Company does not allow intellectual-property infringement activities through the Software or the Services. You may not and agree not to create, generate, or make available any UGC to which you do not have the right to grant the Company the above license in all of the elements of the UGC.
The Company may, but is under no obligation, to edit or control any UGC made available by any party through the Software or the Services. The Company may at any time screen, remove, delete, edit, block, or refuse to publish UGC that violates these Terms or is otherwise objectionable (as determined at the Company's sole discretion) and without prior notice or any liability to you or any third party. In particular, you understand that you may be exposed to UGC from a variety of sources when using the Software or the Services, and further accept and acknowledge that UGC may be inaccurate, scandalous, offensive, indecent, constitute hate speech, or otherwise objectionable. You agree that the Company shall not be responsible or liable for your or others’ UGC.
You acknowledge that you shall be solely responsible for any UGC that you choose to create, generate, submit, transmit or make available through the Software or the Services, including your responsibility as to the legality, reliability, appropriateness, originality and copyright of any such information or material. In particular, you represent and warrant that: (a) you are the creator and owner of, and own all right, title and interest in any UGC and/or have all the necessary licenses and rights to use and authorise the Company to exploit the above license granted to the Company in respect of UGC; (b) the Company does not need to obtain any further licenses, provide attribution, or pay royalties or other compensation to any third parties in connection with its usage of UGC; and (c) such UGC, and the Company's use of the UGC as contemplated under these Terms do not violate any applicable laws or regulations, nor will it infringe or violate any third-party rights, including copyright, trademark, patent, trade secret, moral rights, or the rights of privacy or publicity (and in particular it shall not comprise derogatory or criticising remarks regarding any person or entity or otherwise be defamatory in nature), nor will it violate any contractual arrangement between any party. You shall be solely liable for any damage resulting from any infringement or other violation of the copyright, trademarks or other proprietary rights of any individual or entity, and for any other harm or losses resulting from any UGC.
You may provide or otherwise publish or communicate to the Company or its agents any suggestions, comments, ideas, bug reports, and all other types of information or feedback, including software and code, directly or indirectly (including through your employees, agents, contractors, or representatives) relating to the Software or the Services, including without limitation about how to improve the Software or the Services (collectively, the "Feedback"). By providing any Feedback, you hereby grant the Company a perpetual, non-exclusive, fully paid, royalty-free, worldwide, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert any such rights. You understand and agree that the Company is not required to make any use of any Feedback that you provide. You agree that if the Company makes use of your Feedback, the Company is not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Feedback that you provide to the Company to grant the Company and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.
To the fullest extent permitted by law, you waive and agree to waive all rights of authorship, paternity, attribution, integrity, disclosure, withdrawal, and any other rights that are known or referred to as "moral rights", "artist’s rights", "droit moral", or other similar rights, recognised under any legal or equitable theory of any country or under any treaty, regardless of whether that right is referred to as a "moral right" (collectively "Moral Rights") in and to your UGC or Feedback. You further knowingly and irrevocably agree to not exercise any Moral Rights in and to your UGC or Feedback that you have not waived in any manner that interferes with any exercise of granted rights. You waive and agree not to assert your Moral Rights even if your UGC or Feedback is altered or changed in a manner not agreeable to you.
DISCLAIMERS
Nothing in these Terms shall prejudice the statutory rights that you may have as a consumer of the Software or Services. Some countries, states, provinces or jurisdictions do not allow the exclusion of certain warranties or disclaimers as stated in this Section, so these exclusions and disclaimers may not fully apply to you; in such jurisdictions the exclusions and disclaimers below shall apply only to the extent permitted by the laws of such jurisdictions.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK; THE SOFTWARE AND THE SERVICES (INCLUDING ANY IN-GAME CURRENCY AND CONTENT) IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
The Company, its licensors, and its and their affiliates make no express warranties and hereby disclaim all implied warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Software and Services, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not the Company knows or has reason to know of any such purpose), system integration, accuracy, completeness, reliability, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, the Company, its licensors, and its and their affiliates make no warranty that (a) the Software or Services will meet your requirements (b) the Software or Services will operate properly or that the operation of the Software or Services will be uninterrupted, timely, secure, bug free, or error free in any or all circumstances, (c) that any defects in the Software or Services can or will be corrected, (d) usage data provided through the Software or Services will be accurate, (e) the Software or Services, or any Content or features made available on or through the Software are free of viruses or other harmful components, or (f) that any data that you disclose when you use the Software or Services will be secure.
Any warranty against infringement that may be provided in Section 2-312 of the Uniform Commercial Code or in any other comparable statute of any international body or any jurisdiction is expressly disclaimed. The Company, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the Software or Services. This paragraph will apply to the maximum extent permitted by applicable law.
You accept the inherent security risks of providing information and dealing online over the internet, and agree that we have no liability or responsibility for any breach of security unless it is due to the Company's wilful default.
LIMITATION OF LIABILITY
Nothing in these Terms shall prejudice the statutory rights that you may have as a consumer of the Software or Services. Some countries, states, provinces or jurisdictions do not allow the limitation of liability as stated in this Section, so these limitations may not fully apply to you; in such jurisdictions the limitations of liability below shall apply only to the extent permitted by the laws of such jurisdictions.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU UNDERSTAND AND AGREE THAT THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS AND LICENSORS (THE "COMPANY PARTIES") WILL NOT BE LIABLE IN ANY WAY TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR IN CONNECTION WITH THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SOFTWARE OR THE SERVICES, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IN THE EVENT OF ANY COMPANY PARTY'S FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE.
Further, to the maximum extent permitted by applicable law, you agree that the total, aggregate liability of the Company Parties to you in connection with these Terms or your access to or use of (or your inability to access or use) any portion of the Software or the Services, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of (a) the amounts you actually pay to the company in the 12 month period preceding the events giving rise to such liability, or (b) US$200. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.
INDEMNITY
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AGREE TO HOLD HARMLESS AND INDEMNIFY THE COMPANY PARTIES FROM AND AGAINST ANY CLAIM, DEMAND, LIABILITY, LOSS, DAMAGE (ACTUAL AND CONSEQUENTIAL) OF ANY KIND OR NATURE, EXPENSE, ACTION, SUIT, JUDGMENT, LITIGATION COST, AND ATTORNEYS' FEES, COSTS AND EXPERT WITNESS' FEES ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY CLAIM THAT, IF TRUE, WOULD CONSTITUTE A BREACH BY YOU OF THESE TERMS (B) ANY ACT OR OMISSION BY YOU IN USING THE SOFTWARE OR SERVICES, OR (C) YOUR VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SOFTWARE OR THE SERVICES (D) ANY CLAIM OF INFRINGEMENT OR VIOLATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS ARISING FROM THE COMPANY'S USE OF YOUR UGC OR FEEDBACK AS PROVIDED IN THESE TERMS.
You agree to reimburse the Company on demand for any defence costs incurred by any Company Party and any payments made or loss suffered by any Company Party, whether in a court judgment or settlement, based on any matter covered by this Section 15.
You agree that the Company will have control of the defence or settlement of any claims relating to this Section 15.
TERMINATION
You may terminate these Terms by deleting the Software from all devices on which you’ve installed it.
These Terms will terminate automatically without notice if you fail to comply with any of the provisions set out herein. We may, in our sole discretion and for any or no reason, also terminate these Terms and suspend and/or terminate your Account. You agree that any suspension or termination of your access to the Software or the Services may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. In the event these Terms are terminated due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity.
Upon any termination of these Terms for any reason: (a) all rights granted to you hereunder (in particular, the License) will automatically terminate, and you may no longer exercise any of the rights granted to you by the License; (b) you must destroy all copies of the Software in your possession; and (c) you acknowledge that we will have no obligation to maintain any information relating to your Account in our databases or to forward any such information to you or to any third party.
Except to the extent required by law, all payments and fees paid in relation to the Software or the Services are non-refundable under all circumstances, regardless of whether or not these Terms have been terminated.
Sections 7, 9, 11, 12, 13, 14, 15 and 17 will survive any termination of these Terms.
GOVERNING LAW AND ARBITRATION
These Terms will be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law rules and principles (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Please read this Section 17 carefully. It requires you to arbitrate disputes with the Company, and limits the manner in which you can seek relief from us.
All disputes arising out of or in connection with these Terms (including without limitation the enforceability of this Section 17 or any question regarding its existence, validity or termination, your access or use of the Software or the Services) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this Section 17. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party will cover its own fees and costs associated with the arbitration proceedings. Notwithstanding the foregoing, the Company may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by the Company through injunctive relief and other equitable remedies without proof of monetary damages.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SOFTWARE OR THE SERVICES: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
SEVERABILITY
Should any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Section 18 shall not affect or impair the validity and enforceability of the rest of these Terms, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.
NO ASSIGNMENT OR TRANSFER
You may not assign, transfer, charge or sub-contract any or your rights or obligations under these Terms, whether by operation of law or otherwise, without the Company's prior written consent; any attempt to effect the foregoing without such consent will be null and void.
If the foregoing restrictions on transfer of the Software in these Terms are not enforceable under the law of your country, then these Terms will be binding on any recipient of the Software.
Notwithstanding anything contained herein, the Company may assign, transfer, charge or sub-contract all or any of its rights and obligations under these Terms in its sole discretion (without your consent) to an affiliate for any reason, including without limitation any assignment or novation in connection with a reincorporation to change the Company's domicile.
ENTIRE AGREEMENT
These Terms and any document or information referred to in these Terms or incorporated by reference constitute the entire agreement between you and the Company relating to the subject matter(s) covered by these Terms. All other communications, proposals, and representations with respect to the same subject matter(s), whether written or oral, whether occurring prior, contemporaneously or after, are expressly excluded.
INDEPENDENT PARTIES
The parties are independent of each other, and nothing in these Terms create any agency, partnership, joint venture or any similar relationship, nor cause the parties to be deemed acting in concert in any respect.
LANGUAGE
The original of these Terms shall be in English; and any translations are provided for reference purposes only. In the event of conflict or ambiguity between the English language version and translated versions of these Terms, the English language versions shall prevail. You acknowledge that you have read and understood the English language version of these Terms, and you waive any right you may have under the law of your country to have these Terms written or construed in the language of any other country.
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
NON-WAIVER
Any act by the Company to exercise, or failure or delay in exercise of, any of its rights under these Terms, at law or in equity, will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
RIGHTS OF THIRD PARTIES
There are no third party beneficiaries to these Terms. A person who is not a party under these Terms has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of these Terms.
FORCE MAJEURE
The Company will not be liable for any failure or delayed performance of its obligations that result from any condition beyond its reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties.
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