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CHOICE PROVISIONS END USER LICENSE AGREEMENT
This limited software license agreement (the Agreement) for use of Laserlife (the Software) is made between you and Gaijin Games Inc. d/b/a Choice Provisions (the Licensor).
THE SOFTWARE INCLUDES ALL SOFTWARE INCLUDED WITH THIS AGREEMENT, ANY AND ALL WRITTEN FILES, ELECTRONIC OR ON-LINE MATERIALS OR DOCUMENTATION, AND ANY AND ALL COPIES OF SUCH SOFTWARE.
THE SOFTWARE IS LICENSED, NOT SOLD. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, AND ANY OTHER MATERIALS INCLUDED WITH THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO OPEN, DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE.
LICENSE.
Subject to this Agreement and its terms and conditions, Licensor hereby grants you a nonexclusive, nontransferable, limited, and revocable right and license to use one copy of the Software for your personal, non-commercial use for gameplay. Your license rights are subject to your compliance with this Agreement. The term of your license under this Agreement shall commence on the date that you install or otherwise use the Software and ends on the earlier date of either your disposal of the Software of the termination of this Agreement (see below).
The Software is licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Software. Licensor retains all right, title, and interest to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds, sound effects, musical works, and moral rights. The Software is protected by U.S. copyright and trademark law and applicable laws and treaties throughout the world. The Software may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without prior written consent from Licensor. Any persons copying, reproducing, or distributing all or any portion of the Software in any manner or medium will be willfully violating the copyright laws and/or any other applicable laws and may be subject to civil and criminal penalties in the U.S. or their local country. Be advised that U.S. copyright violations are subject to penalties of up to $150,000 per violation. All rights not expressly granted under this Agreement are reserved by Licensor and, as applicable, its licensors.
LICENSE CONDITIONS.
You agree not to:
Commercially exploit the Software; distribute, lease, license, sell, rent, or otherwise transfer or assign the Software, or any copies of the Software without express prior written consent of Licensor; make a copy of the Software or any part thereof; make a copy of the Software available on a network for use or download by multiple users; except as otherwise specifically provided by this Agreement, use or install the Software (or permit others to do the same) on a network, for online use, or on more than one computer or gaming unit at the same time; use or copy the Software at a gaming center or any other location-based site; reverse engineer, decompile, disassemble, display, perform, prepare derivative works based on, or otherwise modify the Software, in whole or in part; remove or modify any proprietary notices, marks, or labels contained on or within the Software; restrict or inhibit any other user from using and enjoying any online features of the Software; or transport, export, or re-export (directly or indirectly) into any country forbidden to receive the Software by any U.S. export laws or regulations or U.S. economic sanctions or otherwise violate any laws or regulation, or the laws of the country in which the Software was obtained.
ACCESS TO SPECIAL FEATURES AND/OR SERVICES, INCLUDING DIGITAL COPIES.
Software download, redemption of a unique serial code, registration of the Software, or membership in a third-party service may be required to activate the Software, access digital copies of the Software, or access certain unlockable, downloadable, online, or other special content, services, and/or functions (collectively, Special Features). Access to Special Features is limited to a single User Account (as defined below) per serial code and access to Special Features cannot be transferred, sold, leased, licensed, rented, converted into convertible virtual currency, or re-registered by another user unless otherwise expressly specified.
TECHNICAL PROTECTIONS.
The Software may include measures to control access to the Software, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Software. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly. Additional terms and registration may be required to access online services and to download Software updates and patches. Only Software subject to a valid license can be used to access online services, including downloading updates and patches. Except as otherwise prohibited by applicable law, Licensor may limit, suspend, or terminate the license granted hereunder and access to the Software, including, but not limited to, any related services and products, at any time without notice for any reason whatsoever.
INTERNET CONNECTION.
The Software may require an internet connection to access internet-based features, authenticate the Software, or perform other functions.
USER ACCOUNTS.
In order to use the Software or a software feature, or for certain features of the Software to operate properly, you may be required to have and maintain a valid and active user account with an online service, such as a third-party gaming platform or social network account (Third-Party Account), or an account with Licensor or a Licensor affiliate. If you do not maintain such accounts, then certain features of the Software may not operate or may cease to function properly, either in whole or in part. You are responsible for all the security of your Third-Party Accounts that you use to access and use the Software.
USER-GENERATED CONTENT.
In exchange for use of the Software, and to the extent that your contributions through this use of the Software give rise to any copyright interest, you hereby grant Licensor an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Software and related goods and services including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. To the extent permitted by applicable law, you hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to Licensors and other players use and enjoyment of such assets in connection with the Software and related goods and services under applicable law. The license grant to Licensor, and the above waiver of any applicable moral rights, survives any termination or revocation of this Agreement.
WARRANTY.
Licensor warrants to you (if you are the initial and original purchaser of the Software but not if you obtain the pre-recorded Software and accompanying documentation as a transfer from the original purchaser) that the Software meets the requirements set out by the gaming platform(s) or gaming unit for which it has been published. However, due to variations in the users hardware, software, internet connections, and individual usage, Licensor does not warrant the performance of the Software on your specific computer or gaming unit. LICENSOR MAKES NO PROMISE OR WARRANTY THAT THE SOFTWARE WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SOFTWARE, (2) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND OTHER SERVICES, SOFTWARE, HARDWARE, INCLUDING, BUT NOT LIMITED TO THIRD-PARTY TECHNOLOGY, OR (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE IN AN ACCURATE OR TIMELY MANNER. THE SOFTWARE AND ALL OTHER SERVICES ARE PROVIDED AS IS. EXCEPT AS DESCRIBED HEREIN, LICENSOR AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Further, Licensor does not warrant against (A) interference with your enjoyment of the Software, (B) that the Software will meet your requirements, (C) that operation of the Software will be uninterrupted or error-free, or (D) that the Software will be compatible with third-party software or hardware or that errors in the Software will be corrected. No oral or written advice provided by Licensor or any authorized representative shall create a warranty. Because some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, some or all of the above exclusions and limitations may not apply to you.
INDEMNITY.
You agree to indemnify, defend, and hold Licensor, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents harmless from all damages, losses, and expenses arising directly or indirectly from your acts and omissions to act in using the Software pursuant to the terms of the Agreement.
IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE OR MALFUNCTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF PROPERTY OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSORS LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE.
BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DEATH, OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, THESE LIMITATIONS AND/OR EXCLUSIONS AND ANY EXCLUSION OR LIMITATION OTHERWISE RESULTING FROM THE ABOVE INDEMNITY MAY NOT APPLY TO YOU. THIS WARRANTY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS WARRANTY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PREEMPTED. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA OVER THE INTERNET, WIRELESS NETWORKS, OR OTHER THIRD-PARTY NETWORKS. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD-PARTIES MAY IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF. WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THIRD-PARTY ACTIONS OR INACTIONS THAT IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF OR THE USE OF THE SOFTWARE AND RELATED SERVICES, PRODUCTS, AND TECHNOLOGY.
TERMINATION.
This Agreement is effective until terminated by you or by the Licensor. This Agreement automatically terminates when Licensor ceases to operate the Software (for games exclusively operated online), if Licensor determines or believes your use of the Software involves or may involve fraud or any other illicit activity, or upon your failure to comply with terms and conditions of this Agreement, including, but not limited to, the License Conditions above. You may terminate this Agreement at any time by destroying and/or deleting any and all copies of all Software in your possession, custody, or control. If this Agreement terminates due to your violation of this Agreement, Licensor may prohibit you from re-registering or otherwise re-accessing the Software. Upon any termination of this Agreement, you must destroy or return the physical copy (if any) of the Software to Licensor, as well as permanently destroy all copies of the Software.
U.S. GOVERNMENT RESTRICTED RIGHTS.
If you are a government end user, then this provision applies to you. The Software and documentation have been developed entirely at private expense and are provided as Commercial Computer Game or restricted computer Game use. Duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Game clauses in DFARS 252.22707013 or as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Game Restricted Rights clauses at FAR 52.227-19, as applicable. The Contractor/Manufacturer is Gaijin Games Inc., 877 Cedar St. #143, Santa Cruz, CA 95060.
EQUITABLE REMEDIES.
You hereby agree that if the terms of this Agreement are not specifically enforced, Licensor will be irreparably damaged, and thereof you agree that Licensor shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any of this Agreement, including temporary and permanent injunctive relief, in addition to any other available remedies.
BINDING ARBITRATION.
Except for any action by Licensor seeking injunctive relief with respect to any violation of Licensors intellectual property rights by you (including in connection with any use by you of the Software in an authorized manner), any dispute between you and Licensor involving this Agreement shall be settled by binding arbitration in accordance with the then-in-effect Comprehensive Arbitration Rules and Procedures of JAMS (the Rules) which can be found at http://www.jamsadr.com. The venue of the arbitration and any related proceedings shall be located in San Francisco County, California. If you initiate an arbitration proceeding against Licensor you will be required to pay a portion of the JAMS fee up to two hundred and fifty dollars ($250). If Licensor initiates an arbitration proceeding against you the JAMS fees will be paid by Licensor. There shall be a panel of three neutral arbitrators, selected in accordance with the Rules. Any unresolved discovery disputes may be brought to and disposed of by the chair of the arbitration panel. Disputes with respect to the admission, rejection and consideration of evidence shall be governed by the Federal Rules of Civil Procedure and applicable Federal law. The arbitration panel shall choose California law as the applicable substantive law and its award and decision shall conform to such law. The decision and award of the arbitration panel may be by majority. The arbitration award and decision shall be in writing and shall specify the factual and legal bases for the award and decision. Except where prohibited by law, the arbitrators may award costs and fees to the prevailing party, including the arbitrators and administrative fees, out-of-pocket expenses, witness, expert and attorney's fees. The prevailing party may enforce the award and decision in any court of competent jurisdiction.
TAXES AND EXPENSES.
You shall be responsible for and shall pay and shall indemnify and hold harmless Licensor and any and all of its affiliates, officers, directors, and employees against all taxes, duties, and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under this Agreement, including interest and penalties thereon (exclusive of taxes on Licensors net income), irrespective of whether included in any invoice sent to you at any time by Licensor. You shall provide copies of any and all exemption certificates to Licensor if you are entitled to any exemption. All expenses and costs incurred by you in connection with your activities hereunder, if any, are your sole responsibility. You are not entitled to reimbursement from Licensor for any expenses, and will hold Licensor harmless therefrom.
TERMS OF SERVICE.
All access to and use of the Software is subject to this Agreement and the Software documentation (if applicable). This Agreement represents the complete agreement between you and Licensor relating to use of the Software.
MISCELLANEOUS.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of the Agreement shall not be affected.
GOVERNING LAW.
This Agreement shall be construed (without regard to conflicts or choice of law principles) under the laws of the State of California. Unless expressly waived by Licensor in writing for the particular instance or contrary to local law, the sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in San Francisco County, California, U.S.A. You hereby consent to the jurisdiction of such courts and agree that process may be served as allowed by California State or Federal law. You agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute or transaction arising out of this Agreement.
This limited software license agreement (the Agreement) for use of Laserlife (the Software) is made between you and Gaijin Games Inc. d/b/a Choice Provisions (the Licensor).
THE SOFTWARE INCLUDES ALL SOFTWARE INCLUDED WITH THIS AGREEMENT, ANY AND ALL WRITTEN FILES, ELECTRONIC OR ON-LINE MATERIALS OR DOCUMENTATION, AND ANY AND ALL COPIES OF SUCH SOFTWARE.
THE SOFTWARE IS LICENSED, NOT SOLD. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, AND ANY OTHER MATERIALS INCLUDED WITH THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO OPEN, DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE.
LICENSE.
Subject to this Agreement and its terms and conditions, Licensor hereby grants you a nonexclusive, nontransferable, limited, and revocable right and license to use one copy of the Software for your personal, non-commercial use for gameplay. Your license rights are subject to your compliance with this Agreement. The term of your license under this Agreement shall commence on the date that you install or otherwise use the Software and ends on the earlier date of either your disposal of the Software of the termination of this Agreement (see below).
The Software is licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Software. Licensor retains all right, title, and interest to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds, sound effects, musical works, and moral rights. The Software is protected by U.S. copyright and trademark law and applicable laws and treaties throughout the world. The Software may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without prior written consent from Licensor. Any persons copying, reproducing, or distributing all or any portion of the Software in any manner or medium will be willfully violating the copyright laws and/or any other applicable laws and may be subject to civil and criminal penalties in the U.S. or their local country. Be advised that U.S. copyright violations are subject to penalties of up to $150,000 per violation. All rights not expressly granted under this Agreement are reserved by Licensor and, as applicable, its licensors.
LICENSE CONDITIONS.
You agree not to:
Commercially exploit the Software; distribute, lease, license, sell, rent, or otherwise transfer or assign the Software, or any copies of the Software without express prior written consent of Licensor; make a copy of the Software or any part thereof; make a copy of the Software available on a network for use or download by multiple users; except as otherwise specifically provided by this Agreement, use or install the Software (or permit others to do the same) on a network, for online use, or on more than one computer or gaming unit at the same time; use or copy the Software at a gaming center or any other location-based site; reverse engineer, decompile, disassemble, display, perform, prepare derivative works based on, or otherwise modify the Software, in whole or in part; remove or modify any proprietary notices, marks, or labels contained on or within the Software; restrict or inhibit any other user from using and enjoying any online features of the Software; or transport, export, or re-export (directly or indirectly) into any country forbidden to receive the Software by any U.S. export laws or regulations or U.S. economic sanctions or otherwise violate any laws or regulation, or the laws of the country in which the Software was obtained.
ACCESS TO SPECIAL FEATURES AND/OR SERVICES, INCLUDING DIGITAL COPIES.
Software download, redemption of a unique serial code, registration of the Software, or membership in a third-party service may be required to activate the Software, access digital copies of the Software, or access certain unlockable, downloadable, online, or other special content, services, and/or functions (collectively, Special Features). Access to Special Features is limited to a single User Account (as defined below) per serial code and access to Special Features cannot be transferred, sold, leased, licensed, rented, converted into convertible virtual currency, or re-registered by another user unless otherwise expressly specified.
TECHNICAL PROTECTIONS.
The Software may include measures to control access to the Software, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Software. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly. Additional terms and registration may be required to access online services and to download Software updates and patches. Only Software subject to a valid license can be used to access online services, including downloading updates and patches. Except as otherwise prohibited by applicable law, Licensor may limit, suspend, or terminate the license granted hereunder and access to the Software, including, but not limited to, any related services and products, at any time without notice for any reason whatsoever.
INTERNET CONNECTION.
The Software may require an internet connection to access internet-based features, authenticate the Software, or perform other functions.
USER ACCOUNTS.
In order to use the Software or a software feature, or for certain features of the Software to operate properly, you may be required to have and maintain a valid and active user account with an online service, such as a third-party gaming platform or social network account (Third-Party Account), or an account with Licensor or a Licensor affiliate. If you do not maintain such accounts, then certain features of the Software may not operate or may cease to function properly, either in whole or in part. You are responsible for all the security of your Third-Party Accounts that you use to access and use the Software.
USER-GENERATED CONTENT.
In exchange for use of the Software, and to the extent that your contributions through this use of the Software give rise to any copyright interest, you hereby grant Licensor an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Software and related goods and services including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. To the extent permitted by applicable law, you hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to Licensors and other players use and enjoyment of such assets in connection with the Software and related goods and services under applicable law. The license grant to Licensor, and the above waiver of any applicable moral rights, survives any termination or revocation of this Agreement.
WARRANTY.
Licensor warrants to you (if you are the initial and original purchaser of the Software but not if you obtain the pre-recorded Software and accompanying documentation as a transfer from the original purchaser) that the Software meets the requirements set out by the gaming platform(s) or gaming unit for which it has been published. However, due to variations in the users hardware, software, internet connections, and individual usage, Licensor does not warrant the performance of the Software on your specific computer or gaming unit. LICENSOR MAKES NO PROMISE OR WARRANTY THAT THE SOFTWARE WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SOFTWARE, (2) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND OTHER SERVICES, SOFTWARE, HARDWARE, INCLUDING, BUT NOT LIMITED TO THIRD-PARTY TECHNOLOGY, OR (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE IN AN ACCURATE OR TIMELY MANNER. THE SOFTWARE AND ALL OTHER SERVICES ARE PROVIDED AS IS. EXCEPT AS DESCRIBED HEREIN, LICENSOR AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Further, Licensor does not warrant against (A) interference with your enjoyment of the Software, (B) that the Software will meet your requirements, (C) that operation of the Software will be uninterrupted or error-free, or (D) that the Software will be compatible with third-party software or hardware or that errors in the Software will be corrected. No oral or written advice provided by Licensor or any authorized representative shall create a warranty. Because some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, some or all of the above exclusions and limitations may not apply to you.
INDEMNITY.
You agree to indemnify, defend, and hold Licensor, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents harmless from all damages, losses, and expenses arising directly or indirectly from your acts and omissions to act in using the Software pursuant to the terms of the Agreement.
IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE OR MALFUNCTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF PROPERTY OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSORS LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE.
BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DEATH, OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, THESE LIMITATIONS AND/OR EXCLUSIONS AND ANY EXCLUSION OR LIMITATION OTHERWISE RESULTING FROM THE ABOVE INDEMNITY MAY NOT APPLY TO YOU. THIS WARRANTY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS WARRANTY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PREEMPTED. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA OVER THE INTERNET, WIRELESS NETWORKS, OR OTHER THIRD-PARTY NETWORKS. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD-PARTIES MAY IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF. WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THIRD-PARTY ACTIONS OR INACTIONS THAT IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF OR THE USE OF THE SOFTWARE AND RELATED SERVICES, PRODUCTS, AND TECHNOLOGY.
TERMINATION.
This Agreement is effective until terminated by you or by the Licensor. This Agreement automatically terminates when Licensor ceases to operate the Software (for games exclusively operated online), if Licensor determines or believes your use of the Software involves or may involve fraud or any other illicit activity, or upon your failure to comply with terms and conditions of this Agreement, including, but not limited to, the License Conditions above. You may terminate this Agreement at any time by destroying and/or deleting any and all copies of all Software in your possession, custody, or control. If this Agreement terminates due to your violation of this Agreement, Licensor may prohibit you from re-registering or otherwise re-accessing the Software. Upon any termination of this Agreement, you must destroy or return the physical copy (if any) of the Software to Licensor, as well as permanently destroy all copies of the Software.
U.S. GOVERNMENT RESTRICTED RIGHTS.
If you are a government end user, then this provision applies to you. The Software and documentation have been developed entirely at private expense and are provided as Commercial Computer Game or restricted computer Game use. Duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Game clauses in DFARS 252.22707013 or as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Game Restricted Rights clauses at FAR 52.227-19, as applicable. The Contractor/Manufacturer is Gaijin Games Inc., 877 Cedar St. #143, Santa Cruz, CA 95060.
EQUITABLE REMEDIES.
You hereby agree that if the terms of this Agreement are not specifically enforced, Licensor will be irreparably damaged, and thereof you agree that Licensor shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any of this Agreement, including temporary and permanent injunctive relief, in addition to any other available remedies.
BINDING ARBITRATION.
Except for any action by Licensor seeking injunctive relief with respect to any violation of Licensors intellectual property rights by you (including in connection with any use by you of the Software in an authorized manner), any dispute between you and Licensor involving this Agreement shall be settled by binding arbitration in accordance with the then-in-effect Comprehensive Arbitration Rules and Procedures of JAMS (the Rules) which can be found at http://www.jamsadr.com. The venue of the arbitration and any related proceedings shall be located in San Francisco County, California. If you initiate an arbitration proceeding against Licensor you will be required to pay a portion of the JAMS fee up to two hundred and fifty dollars ($250). If Licensor initiates an arbitration proceeding against you the JAMS fees will be paid by Licensor. There shall be a panel of three neutral arbitrators, selected in accordance with the Rules. Any unresolved discovery disputes may be brought to and disposed of by the chair of the arbitration panel. Disputes with respect to the admission, rejection and consideration of evidence shall be governed by the Federal Rules of Civil Procedure and applicable Federal law. The arbitration panel shall choose California law as the applicable substantive law and its award and decision shall conform to such law. The decision and award of the arbitration panel may be by majority. The arbitration award and decision shall be in writing and shall specify the factual and legal bases for the award and decision. Except where prohibited by law, the arbitrators may award costs and fees to the prevailing party, including the arbitrators and administrative fees, out-of-pocket expenses, witness, expert and attorney's fees. The prevailing party may enforce the award and decision in any court of competent jurisdiction.
TAXES AND EXPENSES.
You shall be responsible for and shall pay and shall indemnify and hold harmless Licensor and any and all of its affiliates, officers, directors, and employees against all taxes, duties, and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under this Agreement, including interest and penalties thereon (exclusive of taxes on Licensors net income), irrespective of whether included in any invoice sent to you at any time by Licensor. You shall provide copies of any and all exemption certificates to Licensor if you are entitled to any exemption. All expenses and costs incurred by you in connection with your activities hereunder, if any, are your sole responsibility. You are not entitled to reimbursement from Licensor for any expenses, and will hold Licensor harmless therefrom.
TERMS OF SERVICE.
All access to and use of the Software is subject to this Agreement and the Software documentation (if applicable). This Agreement represents the complete agreement between you and Licensor relating to use of the Software.
MISCELLANEOUS.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of the Agreement shall not be affected.
GOVERNING LAW.
This Agreement shall be construed (without regard to conflicts or choice of law principles) under the laws of the State of California. Unless expressly waived by Licensor in writing for the particular instance or contrary to local law, the sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in San Francisco County, California, U.S.A. You hereby consent to the jurisdiction of such courts and agree that process may be served as allowed by California State or Federal law. You agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute or transaction arising out of this Agreement.