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HITMAN (2016) BETA TRIAL AGREEMENT
This beta trial agreement (“Agreement”), effective as of the date you accept this Agreement (“Effective Date”), is by and between Square Enix Limited whose principal place of business is at 240 Blackfriars Road, London SE1 8NW (“Square Enix”) and you, an individual, as a playtester (“You”).
The term “Group” in relation to a company (wherever incorporated), shall include that company, any company of which it is a subsidiary (its holding company), and any affiliates (affiliate shall mean any company that directly or indirectly controls or is controlled by or is under common control of Square Enix Ltd.) All references in this Agreement to Square Enix is understood to include any or all companies within the Square Enix Group of companies. Io-Interactive A/S, the developer of the Game, is a wholly owned subsidiary of Square Enix Limited.
Square Enix is engaged in the creation and development of an unreleased computer game with the title Hitman (“Game”). The term “Game” includes any patches, updates, modifications, and additions; any on-line or electronic documentation and any other software and/or data files provided by Square Enix to You hereunder. You have been invited to playtest (“Test”) an early, pre-release version constituting a subset of the Game (“Beta”). In consideration of Square Enix granting You access to and allowing You to participate in the Beta Test of the Game (“Trial”) You agree to the following terms and conditions, which constitute a binding legal agreement between You and Square Enix.
AS IS FURTHER ELABORATED IN SECTION 10, THE TRIAL, THE GAME AND ANY ASSOCIATED SERVICES ARE PROVIDED BY SQUARE ENIX TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. SQUARE ENIX MAKES NO WARRANTIES TO YOU, EXPRESS, IMPLIED OR OTHERWISE.
1. Acceptance; Your Representations.
1.1. To confirm Your agreement, You must click on the “I Accept” button at the end of this Agreement. By clicking the “I Accept” button, You represent and warrant to Square Enix that: (i) You have read this Agreement prior to accepting and are fully familiar with its contents; (ii) You are 18 years of age or older as of the Effective Date; (iii) You have not, and will not in the future, enter into any agreement or understanding, whether written or oral, with any third party that impedes or conflicts with the performance of Your obligations in this Agreement; and (iv) Your representations are true and correct as of the Effective Date. If You do not agree or if You cannot make such representations, You will not be permitted to access the Game.
2. Your Role; Grant of Limited Licence
2.1. You are eligible to participate in the Trial and play the Game solely as part of the Trial pursuant to the terms of this Agreement and any further instructions and requirements provided by Square Enix, and provide comments to Square Enix from the perspective of a consumer in relation to the features and/or related elements of the Game. You agree to perform such tasks as directed by Square Enix in a timely manner.
2.2. Square Enix hereby grants You a limited, non-transferable, non-exclusive, revocable licence and right to install and use one (1) copy of the Game in connection with Your participation in the Trial. The limited licence is granted for Your personal use on Your computing device or other hardware which You own or which is under Your personal control. Square Enix may at any point for any reason suspend or revoke Your access to the Game or discontinue the Trial or parts thereof entirely; with or without notice to You. Your access to the Game is and will be at the sole discretion of Square Enix.
2.3. You warrant that You will not commercially exploit or otherwise deal with any Square Enix intellectual property, trademark, copyright, or trade secret that is embedded in the Game or part of the Trial. You shall make no use of, nor derive any benefit from, or permit others to make any such use or derive any such benefit from the Game, directly or indirectly, unless expressly authorised in writing by Square Enix. Despite the preceding sentences, You may post, share and otherwise disclose screenshots, image captures, videos, and other similar reproductions anywhere, including without limitation on websites owned, controlled or operated by You, on social media such as YouTube, Twitch, Facebook, Instagram, Snapchat and the like provided that You comply at all times with the Square Enix “Material Usage Policy” (available at https://hitman.com/news/square-enix-material-usage-policy). You shall not share, transfer, sell or disclose any CD-key, serial number, activation code, Steam key or any other unique identifier or means of authentication provided to You by Square Enix with or to anybody.
2.4. You acknowledge the reliance of Square Enix on Your honest, good faith, and unbiased commentary, suggestions, and evaluations of the Game. You represent and agree that You will act at all times with the highest ethical standards.
2.5. You acknowledge that Square Enix may request suggestions, feedback, commentary, ideas, concepts, inventions, characters, plots, titles, designs, art work, programs, programming techniques, or other statements (collectively, “Feedback”) from You concerning the Game. You warrant that any Feedback that You may suggest, disclose, or present to Square Enix during the term of this Agreement, whether in response to an explicit request or under Your own volition, expressly including but not limited to any and all patent, copyright, trademark, and trade secret rights related thereto, is original, and You acknowledge that such rights voluntarily and automatically shall become the property of Square Enix. You acknowledge and agree that Square Enix is free to disclose and use Your Feedback as Square Enix sees fit without any obligation of any kind to You. You hereby assign and agree to assign to Square Enix all right, title, and interest in and to, and hereby waive and agree not to exercise any “moral rights” to, all Feedback provided to Square Enix. You hereby constitute and appoint Square Enix as Your attorney-in-fact for the purpose of executing such documentation. The rights of Square Enix pursuant to this subparagraph constitute a power coupled with an interest, with rights of substitution and delegation, and are irrevocable.
2.6. You acknowledge that all tasks that You may undertake for or on behalf of Square Enix relating to the Trial, whether at the request of Square Enix or otherwise, shall be performed without monetary or financial compensation or benefit of any kind, and without any expectation of such financial compensation or benefit now or in the future. Without limiting the generality of the preceding sentence, this means inter alia that Your participation in the Trial and your provision of Feedback to Square Enix does not in any way entitle You to participate in any subsequent playtests of the Game or any other Square Enix games nor to receive a copy of and/or access to the Game on commercial release of the Game; rebated, gratuitous or otherwise.
2.7. You agree that your participation in the Trial or consent to this Agreement does not create any employer-employee relationship. Nothing contained in this Agreement shall in any way constitute or establish an intention of any association, partnership, employment relationship or joint venture between Square Enix and You. With the exception of Square Enix’s rights under Section 2.5, neither party shall have the right, power, or authority to make any representation or warranty on behalf of, or to assume or create any obligation, whether express or implied, binding on, the other party in any manner whatsoever.
2.8. You shall not copy, alter, modify, disassemble, reverse engineer, or decompile the Game or any materials received during the Trial without prior written consent from Square Enix. If such a prohibition is not permitted pursuant to applicable law, You shall provide Square Enix written notice prior to undertaking any such reverse engineering, and shall give Square Enix a reasonable amount of time to provide any interface information required by law prior to commencing such reverse engineering. At the request of Square Enix or upon completion, You agree to promptly return to Square Enix any and all of these materials and all copies and notes that may have been made.
2.9. If You damage any software or other materials supplied to You, You will report it to Square Enix immediately and return the damaged materials to Square Enix with a brief explanation of the reason for the damage. You will follow all procedures and instructions provided by Square Enix upon receipt of the damaged materials. Square Enix may repair or replace any damaged materials, but are not obligated to do so.
3. Prohibited Conduct.
3.1 You agree that You will not engage in any of the following conduct:
(a) obstruct the operation of the Trial or attempt to bypass or circumvent any security measures enacted by Square Enix;
(b) cause damage to the credibility or reputation or do anything to destroy mutual trust with Square Enix or with others;
(c) falsify information supplied by You to Square Enix;
(d) manipulate, integrate, reverse engineer or analyse the Game, software or any other product accessed as part of the Trial or create or distribute any utility for the performance of any of the foregoing;
(e) use any cheat codes or cheat devices, including but not limited to any third party tools or proprietary developed code sets or tools;
(f) harass, torment, intimidate, pester, obstruct, or take advantage of, or in any way hurt or damage, other participants in the Trial;
(g) do anything that will violate or that has a possibility of violating Square Enix intellectual property rights or the intellectual property rights of others;
(h) do anything that will violate or that creates the possibility of violating the property, privacy, or the rights of likeness of others;
(i) do anything that will discriminate against, insult, or defame others;
(j) do anything that establishes a “pyramid scheme” or multi-level marketing scheme or that solicits participation in such a schemes;
(k) do anything that alters or deletes Game information or the information of other users;
(l) pretend to be a person other than You to participate in the Trial;
(m) pretend to be a manager, an employee, an agent, or a representative of Square Enix.
(n) do anything that resembles religious activity or any act of persuading others to join any religious organisation;
(o) do anything that resembles political activity or any act of persuading others to join any political organisation;
(p) advertise, publicise, or otherwise attempt to persuade others to purchase goods or services or acts to obstruct sending and receiving of information to others;
(q) forwarding, requesting to forward, or fulfilling the request to forward chain mail;
(r) illegally access facilities of others and facilities supplied for the purpose of providing the Trial and acts to impede operation of the Trial;
(s) send to others or enable others to receive harmful computer programs such as virus, “spam”, Trojans, phishing mails or any annoying e-mail messages;
(t) not executing a procedure when You are obligated to, such as notification to the competent authorities and obtaining permits in accordance with the law and other acts that violates any law or has a possibility of violating any law;
(u) collect personal information of others by fraudulent means;
(v) violate the law, this Agreement, or public order and standards of decency;
(w) make a link to data, etc., which fall under any acts in the above clauses for the purpose of aiding said act;
(x) Any other conduct determined by Square Enix, in its sole discretion, to be inappropriate or harmful.
4. Collection of Certain Use Data
4.1. The Game contains functions for collecting and tracking information related to Your use of the Game. This information includes data regarding how You play the Game, including but not limited to Your use of items and weapons, which characters You kill, how, when and how often, Your movement across the in-game environment and how long You play the Game; a crash log if the Game crashes while You play the Game, including but not limited to a call stack (that is, information regarding the most recent program calls that were executed prior to the crash), information regarding where the relevant Game files are stored on Your hardware (file paths); Your IP address, Your Steam ID, and any other information described in the Square Enix Privacy Policy as referred to in Section 8. You acknowledge that Square Enix may collect information derived from Your playing of the Game and You consent to such information collection. The information will be compiled, stored, analysed and used in accordance with the Privacy Policy.
5. Deletion of Information.
5.1 All information and data supplied by You, whether directly or indirectly, through Your participation in the Trial (“Recorded Data”) shall comply with this Agreement. Square Enix reserves the right, in its sole discretion, to delete, alter, or relocate Recorded Data at any time, for any reason or no reason, and without notice. You acknowledge and agree that the occurrence of any of the following events, without limitation, may cause Square Enix to delete all, or a portion, of the Recorded Data:
(a) when the Recorded Data exceeds the memory capacity;
(b) when the Recorded Data violates this Agreement or Square Enix rules;
(c) when Square Enix, in its sole discretion, determine such deletion to be necessary for operating, maintaining, and managing the Trial;
(d) when Square Enix, in its sole discretion, determine it to be an impediment to providing the Trial to You or to others;
(e) when Square Enix, in its sole discretion, determine that communication of the Recorded Data is inappropriate;
(f) when Square Enix, in its sole discretion, determine it to be necessary for other reasons.
5.2. Square Enix is not responsible or liable in any way for any damages, costs, or expenses that arise directly or indirectly from the deletion, alteration, or relocation of Recorded Data, including any portion thereof.
5.3. Without limiting the generality of the foregoing, You acknowledge and agree that any points, equipment, achievements, unique item drops, score calculations, or other value or status indicators that You may accumulate while playing the Game, whether by completion of certain actions or otherwise, or any contracts and/or other user-generated content that You may create during the Trial may be reset and/or erased by Square Enix at any time in its sole discretion. You understand that Your accumulation and/or creation of the foregoing items and any progress in the Game made by You during the Trial will not carry over to the commercial release version of the Game or to any subsequent playtest of the Game You may be invited to participate in.
6. Reservation of Rights
6.1. All rights not expressly granted by Square Enix to You under this Agreement are reserved by Square Enix. You acknowledge and agree that all intellectual property associated with or relating to the Game, the Trial, software, techniques, know-how, processes and methodologies (including but not limited to test results, statistical information, and other information generated from or created during the undertaking of the Trial) are and shall remain Our absolute property. Nothing in this Agreement shall be construed in any way to grant You any license, right, interest, or expectation whatsoever, express or implied, under any patent, trademark, copyright, trade secret, know-how or technology that Square Enix may now have or hereafter have or generate relating to the Game, the Trial, this Agreement, and/or Our other games or property that may be disclosed hereunder. Nothing in this Agreement shall be construed in any way to create or confer a right, interest, or expectation to You in or to any of Our tangible or intangible property or Our property rights, or in or to any other information, which may be disclosed by Square Enix to You.
7. Anti-tamper measures.
7.1. The Game uses Sony DADC Austria AG’s Denuvo (“Denuvo”) content protection technology. Acceptance of this Agreement and an Internet connection are required to verify your licence. The technical protection measures of the Game may require you to download certain data to your device in order to authenticate the Game. Certain files of the anti-tamper technology may remain even after the Game is uninstalled from your computer. If you disable or otherwise tamper with the technical protection measures, the Game may not operate properly and you are in material breach of this Agreement.
8. Privacy Policy.
8.1. Our Privacy Policy (available at http://eu.square-enix.com/en/documents/privacy) applies to Your personal information, which You give Square Enix when You register or in the course of the Trial or to operate the Game. The Privacy Policy, of which You hereby acknowledge Your review and acceptance, is incorporated herein in its entirety by reference and made a part of this Agreement.
9. Management of Personal Information.
9.1. Square Enix will not release or provide Your personal information to third parties, other than its business partners or Group companies, for any purposes other than for the purpose of the Trial, customer service, or sending information to You by postal mail or e mail. You consent to the sharing of Your personal information in the circumstances described and You consent to the processing of all or any data obtained in respect of the You during the course of the Trial and such data shall be processed fairly and lawfully by Square Enix in accordance with the terms of the Data Protection Act 1998.
10. No Warranty.
10.1. THE TRIAL, THE GAME, AND/OR ASSOCIATED SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. SQUARE ENIX MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, FUNCTIONALITY OR PERFORMANCE OF THE TRIAL, THE GAME, AND/OR ASSOCIATED SERVICES AND EXPRESSLY DISCLAIM ALL SUCH WARRANTIES. SQUARE ENIX FURTHER DISCLAIM ALL LIABILITY FOR ANY SETTINGS SELECTED BY YOU AND FOR ANY PROGRAMS, FILES, OR CONTENT ON OR IN YOUR COMPUTER, SYSTEMS, OR COMMUNICATIONS. SQUARE ENIX EXPRESSLY DENY ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE TRIAL, THE GAME AND/OR ASSOCIATED SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
11. Patches, Modifications, Updates.
11.1. During the Trial, Square Enix may modify the Game, the forums, and related content and services automatically and without notice, including without limitation by way of deploying patches, updates, or modifications, or by activating additional content, features or services.
11.2. You may be required to install such additional content in order to retain Your access to the Game. Square Enix may also deploy such modifications remotely, including without limitation by way of updating the copy of the Game that You have installed on your hardware, with or without Your knowledge or prior consent.
11.3. You acknowledge and agree that software and/or content may be modified by Square Enix, including without limitation by way of remote deployment as described above, and that modifications may cause a loss of data or content or loss of function or utility in or on Your hardware. You hereby acknowledge and agree that Square Enix may make all such modifications and that, to the extent permitted by applicable law, Square Enix are not liable for any loss of data, content, function or utility.
12. Waiver; Discharge.
12.1. To the extent permitted by applicable law, You WAIVE protections afforded by statute or law, and agree that Square Enix are not liable for nor do Square Enix have any control over Your actions; Your Steam account and any other third party accounts; any loss of data, content, function or utility; or any behaviour of other testers participating in the Trial. You further release Square Enix, discharge Square Enix, and hold Square Enix harmless along with each of Our respective officers, directors, employees, stockholders, members and agents from any and all claims, losses, causes of action and liabilities of any kind arising out of or relating in any way to Your participation in the Trial and access to the Game.
13. Limitations of Liability.
13.1. To the extent permitted by applicable law, Square Enix shall have no liability to You for any loss or damage whatsoever caused due to its negligence or failure to perform or for any other reason INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, OR ANTICIPATORY PROFITS, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) CAUSED OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY YOUR PARTICIPATION IN THE TRIAL, THE GAME, SOFTWARE, DOCUMENTATION, OR ANY OTHER INFORMATION, MATERIALS, OR SERVICES PROVIDED TO YOU OR OTHERS IN CONNECTION WITH THE TRIAL AND YOU WILL INDEMNIFY AND HOLD SQUARE ENIX HARMLESS FROM THE SAME. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
14. Our Remedies.
14.1. The parties agree that Your obligations pursuant to this Agreement are of a unique character and that a breach of any obligation by You provided in this Agreement may cause Square Enix irreparable injury. Therefore, Square Enix is entitled to immediate equitable relief to prevent such injury and/or damage without the posting of bond or other security or proof of damages. All remedies hereunder, and all remedies provided at law, shall be deemed cumulative and are not exclusive.
15. Limited Support.
15.1. Commercial, technical, and user support may be provided for the Trial but only on a limited basis and may be suspended by Square Enix or Our designated agents at any time with or without advance notice. All bug reports should be promptly submitted to Square Enix following the designated reporting format.
16. Term and Termination.
16.1. This Agreement will remain in effect unless and until terminated by Square Enix with or without cause at any time. You may terminate this Agreement at any time by: (i) removing the Game from Your hard drive and any other media, physical or otherwise, where You have stored the Game; and (ii) notifying Square Enix of Your intention to terminate this Agreement. In any event, this Agreement will terminate automatically and without notice to You upon the end of the Trial.
16.2. For clarity and notwithstanding anything in the Agreement to the contrary, Square Enix reserves the right to suspend, restrict, or cancel the Trial, and/or may terminate Your participation in the Trial at Our sole and absolute discretion.
16.3. Upon termination of this Agreement, for whatever reason, all licenses granted herein shall immediately and automatically terminate and You must immediately remove the Game from Your hard drive and any other media, physical or otherwise, where You have stored the Game.
17. Continuing Effect.
17.1. The provisions of Sections 1, 2, 4-10, 12-14 and 16-20 inclusive as well as all rights and obligations of either party under this Agreement that are expressly or by implication intended to survive the termination of this Agreement will survive termination of this Agreement.
18. Entire Agreement; No Waiver; Assignment and Miscellaneous.
18.1. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. No prior or present agreements or representations regarding the subject matter hereof shall be binding upon the parties hereto unless incorporated in this Agreement. The paragraph headings are intended for reference and convenience only and will not be of any effect in construing the meanings of the paragraphs. Any waiver or modification of this Agreement shall not be valid unless in writing and signed by Square Enix. In the event any provision of this Agreement is determined by a court of competent to be void, invalid, or otherwise unenforceable, the remainder of the Agreement will continue in full force and remain in effect according to its stated terms and conditions. This Agreement shall bind and inure to the benefit of Square Enix and its successors and assigns. This Agreement is personal to You and You shall not sublicense, subcontract, assign, transfer, or convey Your rights hereunder.
19. Legal Fees.
19.1. In the event that Square Enix commences an action to enforce any provision of this Agreement against You, then Square Enix in connection with such action (including any appeals), shall be entitled, in addition to all other applicable remedies, to payment of the costs of suit and the reasonable attorney's fees incurred by Square Enix.
20. Governing Law.
20.1. This agreement is governed by English law, without regard to its conflict of laws principles, and subject to the non-exclusive jurisdiction of the courts of London, except that nothing in this Agreement shall limit Our right to bring any action against any party in any other court of competent jurisdiction, nor shall the bringing of such action in one or more jurisdictions preclude the bringing of any other such actions in any other jurisdiction (whether concurrently or not) to the extent permitted by the law of such jurisdictions.
20.2. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement regardless of the territory or jurisdiction a claim is brought in.
This beta trial agreement (“Agreement”), effective as of the date you accept this Agreement (“Effective Date”), is by and between Square Enix Limited whose principal place of business is at 240 Blackfriars Road, London SE1 8NW (“Square Enix”) and you, an individual, as a playtester (“You”).
The term “Group” in relation to a company (wherever incorporated), shall include that company, any company of which it is a subsidiary (its holding company), and any affiliates (affiliate shall mean any company that directly or indirectly controls or is controlled by or is under common control of Square Enix Ltd.) All references in this Agreement to Square Enix is understood to include any or all companies within the Square Enix Group of companies. Io-Interactive A/S, the developer of the Game, is a wholly owned subsidiary of Square Enix Limited.
Square Enix is engaged in the creation and development of an unreleased computer game with the title Hitman (“Game”). The term “Game” includes any patches, updates, modifications, and additions; any on-line or electronic documentation and any other software and/or data files provided by Square Enix to You hereunder. You have been invited to playtest (“Test”) an early, pre-release version constituting a subset of the Game (“Beta”). In consideration of Square Enix granting You access to and allowing You to participate in the Beta Test of the Game (“Trial”) You agree to the following terms and conditions, which constitute a binding legal agreement between You and Square Enix.
AS IS FURTHER ELABORATED IN SECTION 10, THE TRIAL, THE GAME AND ANY ASSOCIATED SERVICES ARE PROVIDED BY SQUARE ENIX TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. SQUARE ENIX MAKES NO WARRANTIES TO YOU, EXPRESS, IMPLIED OR OTHERWISE.
1. Acceptance; Your Representations.
1.1. To confirm Your agreement, You must click on the “I Accept” button at the end of this Agreement. By clicking the “I Accept” button, You represent and warrant to Square Enix that: (i) You have read this Agreement prior to accepting and are fully familiar with its contents; (ii) You are 18 years of age or older as of the Effective Date; (iii) You have not, and will not in the future, enter into any agreement or understanding, whether written or oral, with any third party that impedes or conflicts with the performance of Your obligations in this Agreement; and (iv) Your representations are true and correct as of the Effective Date. If You do not agree or if You cannot make such representations, You will not be permitted to access the Game.
2. Your Role; Grant of Limited Licence
2.1. You are eligible to participate in the Trial and play the Game solely as part of the Trial pursuant to the terms of this Agreement and any further instructions and requirements provided by Square Enix, and provide comments to Square Enix from the perspective of a consumer in relation to the features and/or related elements of the Game. You agree to perform such tasks as directed by Square Enix in a timely manner.
2.2. Square Enix hereby grants You a limited, non-transferable, non-exclusive, revocable licence and right to install and use one (1) copy of the Game in connection with Your participation in the Trial. The limited licence is granted for Your personal use on Your computing device or other hardware which You own or which is under Your personal control. Square Enix may at any point for any reason suspend or revoke Your access to the Game or discontinue the Trial or parts thereof entirely; with or without notice to You. Your access to the Game is and will be at the sole discretion of Square Enix.
2.3. You warrant that You will not commercially exploit or otherwise deal with any Square Enix intellectual property, trademark, copyright, or trade secret that is embedded in the Game or part of the Trial. You shall make no use of, nor derive any benefit from, or permit others to make any such use or derive any such benefit from the Game, directly or indirectly, unless expressly authorised in writing by Square Enix. Despite the preceding sentences, You may post, share and otherwise disclose screenshots, image captures, videos, and other similar reproductions anywhere, including without limitation on websites owned, controlled or operated by You, on social media such as YouTube, Twitch, Facebook, Instagram, Snapchat and the like provided that You comply at all times with the Square Enix “Material Usage Policy” (available at https://hitman.com/news/square-enix-material-usage-policy). You shall not share, transfer, sell or disclose any CD-key, serial number, activation code, Steam key or any other unique identifier or means of authentication provided to You by Square Enix with or to anybody.
2.4. You acknowledge the reliance of Square Enix on Your honest, good faith, and unbiased commentary, suggestions, and evaluations of the Game. You represent and agree that You will act at all times with the highest ethical standards.
2.5. You acknowledge that Square Enix may request suggestions, feedback, commentary, ideas, concepts, inventions, characters, plots, titles, designs, art work, programs, programming techniques, or other statements (collectively, “Feedback”) from You concerning the Game. You warrant that any Feedback that You may suggest, disclose, or present to Square Enix during the term of this Agreement, whether in response to an explicit request or under Your own volition, expressly including but not limited to any and all patent, copyright, trademark, and trade secret rights related thereto, is original, and You acknowledge that such rights voluntarily and automatically shall become the property of Square Enix. You acknowledge and agree that Square Enix is free to disclose and use Your Feedback as Square Enix sees fit without any obligation of any kind to You. You hereby assign and agree to assign to Square Enix all right, title, and interest in and to, and hereby waive and agree not to exercise any “moral rights” to, all Feedback provided to Square Enix. You hereby constitute and appoint Square Enix as Your attorney-in-fact for the purpose of executing such documentation. The rights of Square Enix pursuant to this subparagraph constitute a power coupled with an interest, with rights of substitution and delegation, and are irrevocable.
2.6. You acknowledge that all tasks that You may undertake for or on behalf of Square Enix relating to the Trial, whether at the request of Square Enix or otherwise, shall be performed without monetary or financial compensation or benefit of any kind, and without any expectation of such financial compensation or benefit now or in the future. Without limiting the generality of the preceding sentence, this means inter alia that Your participation in the Trial and your provision of Feedback to Square Enix does not in any way entitle You to participate in any subsequent playtests of the Game or any other Square Enix games nor to receive a copy of and/or access to the Game on commercial release of the Game; rebated, gratuitous or otherwise.
2.7. You agree that your participation in the Trial or consent to this Agreement does not create any employer-employee relationship. Nothing contained in this Agreement shall in any way constitute or establish an intention of any association, partnership, employment relationship or joint venture between Square Enix and You. With the exception of Square Enix’s rights under Section 2.5, neither party shall have the right, power, or authority to make any representation or warranty on behalf of, or to assume or create any obligation, whether express or implied, binding on, the other party in any manner whatsoever.
2.8. You shall not copy, alter, modify, disassemble, reverse engineer, or decompile the Game or any materials received during the Trial without prior written consent from Square Enix. If such a prohibition is not permitted pursuant to applicable law, You shall provide Square Enix written notice prior to undertaking any such reverse engineering, and shall give Square Enix a reasonable amount of time to provide any interface information required by law prior to commencing such reverse engineering. At the request of Square Enix or upon completion, You agree to promptly return to Square Enix any and all of these materials and all copies and notes that may have been made.
2.9. If You damage any software or other materials supplied to You, You will report it to Square Enix immediately and return the damaged materials to Square Enix with a brief explanation of the reason for the damage. You will follow all procedures and instructions provided by Square Enix upon receipt of the damaged materials. Square Enix may repair or replace any damaged materials, but are not obligated to do so.
3. Prohibited Conduct.
3.1 You agree that You will not engage in any of the following conduct:
(a) obstruct the operation of the Trial or attempt to bypass or circumvent any security measures enacted by Square Enix;
(b) cause damage to the credibility or reputation or do anything to destroy mutual trust with Square Enix or with others;
(c) falsify information supplied by You to Square Enix;
(d) manipulate, integrate, reverse engineer or analyse the Game, software or any other product accessed as part of the Trial or create or distribute any utility for the performance of any of the foregoing;
(e) use any cheat codes or cheat devices, including but not limited to any third party tools or proprietary developed code sets or tools;
(f) harass, torment, intimidate, pester, obstruct, or take advantage of, or in any way hurt or damage, other participants in the Trial;
(g) do anything that will violate or that has a possibility of violating Square Enix intellectual property rights or the intellectual property rights of others;
(h) do anything that will violate or that creates the possibility of violating the property, privacy, or the rights of likeness of others;
(i) do anything that will discriminate against, insult, or defame others;
(j) do anything that establishes a “pyramid scheme” or multi-level marketing scheme or that solicits participation in such a schemes;
(k) do anything that alters or deletes Game information or the information of other users;
(l) pretend to be a person other than You to participate in the Trial;
(m) pretend to be a manager, an employee, an agent, or a representative of Square Enix.
(n) do anything that resembles religious activity or any act of persuading others to join any religious organisation;
(o) do anything that resembles political activity or any act of persuading others to join any political organisation;
(p) advertise, publicise, or otherwise attempt to persuade others to purchase goods or services or acts to obstruct sending and receiving of information to others;
(q) forwarding, requesting to forward, or fulfilling the request to forward chain mail;
(r) illegally access facilities of others and facilities supplied for the purpose of providing the Trial and acts to impede operation of the Trial;
(s) send to others or enable others to receive harmful computer programs such as virus, “spam”, Trojans, phishing mails or any annoying e-mail messages;
(t) not executing a procedure when You are obligated to, such as notification to the competent authorities and obtaining permits in accordance with the law and other acts that violates any law or has a possibility of violating any law;
(u) collect personal information of others by fraudulent means;
(v) violate the law, this Agreement, or public order and standards of decency;
(w) make a link to data, etc., which fall under any acts in the above clauses for the purpose of aiding said act;
(x) Any other conduct determined by Square Enix, in its sole discretion, to be inappropriate or harmful.
4. Collection of Certain Use Data
4.1. The Game contains functions for collecting and tracking information related to Your use of the Game. This information includes data regarding how You play the Game, including but not limited to Your use of items and weapons, which characters You kill, how, when and how often, Your movement across the in-game environment and how long You play the Game; a crash log if the Game crashes while You play the Game, including but not limited to a call stack (that is, information regarding the most recent program calls that were executed prior to the crash), information regarding where the relevant Game files are stored on Your hardware (file paths); Your IP address, Your Steam ID, and any other information described in the Square Enix Privacy Policy as referred to in Section 8. You acknowledge that Square Enix may collect information derived from Your playing of the Game and You consent to such information collection. The information will be compiled, stored, analysed and used in accordance with the Privacy Policy.
5. Deletion of Information.
5.1 All information and data supplied by You, whether directly or indirectly, through Your participation in the Trial (“Recorded Data”) shall comply with this Agreement. Square Enix reserves the right, in its sole discretion, to delete, alter, or relocate Recorded Data at any time, for any reason or no reason, and without notice. You acknowledge and agree that the occurrence of any of the following events, without limitation, may cause Square Enix to delete all, or a portion, of the Recorded Data:
(a) when the Recorded Data exceeds the memory capacity;
(b) when the Recorded Data violates this Agreement or Square Enix rules;
(c) when Square Enix, in its sole discretion, determine such deletion to be necessary for operating, maintaining, and managing the Trial;
(d) when Square Enix, in its sole discretion, determine it to be an impediment to providing the Trial to You or to others;
(e) when Square Enix, in its sole discretion, determine that communication of the Recorded Data is inappropriate;
(f) when Square Enix, in its sole discretion, determine it to be necessary for other reasons.
5.2. Square Enix is not responsible or liable in any way for any damages, costs, or expenses that arise directly or indirectly from the deletion, alteration, or relocation of Recorded Data, including any portion thereof.
5.3. Without limiting the generality of the foregoing, You acknowledge and agree that any points, equipment, achievements, unique item drops, score calculations, or other value or status indicators that You may accumulate while playing the Game, whether by completion of certain actions or otherwise, or any contracts and/or other user-generated content that You may create during the Trial may be reset and/or erased by Square Enix at any time in its sole discretion. You understand that Your accumulation and/or creation of the foregoing items and any progress in the Game made by You during the Trial will not carry over to the commercial release version of the Game or to any subsequent playtest of the Game You may be invited to participate in.
6. Reservation of Rights
6.1. All rights not expressly granted by Square Enix to You under this Agreement are reserved by Square Enix. You acknowledge and agree that all intellectual property associated with or relating to the Game, the Trial, software, techniques, know-how, processes and methodologies (including but not limited to test results, statistical information, and other information generated from or created during the undertaking of the Trial) are and shall remain Our absolute property. Nothing in this Agreement shall be construed in any way to grant You any license, right, interest, or expectation whatsoever, express or implied, under any patent, trademark, copyright, trade secret, know-how or technology that Square Enix may now have or hereafter have or generate relating to the Game, the Trial, this Agreement, and/or Our other games or property that may be disclosed hereunder. Nothing in this Agreement shall be construed in any way to create or confer a right, interest, or expectation to You in or to any of Our tangible or intangible property or Our property rights, or in or to any other information, which may be disclosed by Square Enix to You.
7. Anti-tamper measures.
7.1. The Game uses Sony DADC Austria AG’s Denuvo (“Denuvo”) content protection technology. Acceptance of this Agreement and an Internet connection are required to verify your licence. The technical protection measures of the Game may require you to download certain data to your device in order to authenticate the Game. Certain files of the anti-tamper technology may remain even after the Game is uninstalled from your computer. If you disable or otherwise tamper with the technical protection measures, the Game may not operate properly and you are in material breach of this Agreement.
8. Privacy Policy.
8.1. Our Privacy Policy (available at http://eu.square-enix.com/en/documents/privacy) applies to Your personal information, which You give Square Enix when You register or in the course of the Trial or to operate the Game. The Privacy Policy, of which You hereby acknowledge Your review and acceptance, is incorporated herein in its entirety by reference and made a part of this Agreement.
9. Management of Personal Information.
9.1. Square Enix will not release or provide Your personal information to third parties, other than its business partners or Group companies, for any purposes other than for the purpose of the Trial, customer service, or sending information to You by postal mail or e mail. You consent to the sharing of Your personal information in the circumstances described and You consent to the processing of all or any data obtained in respect of the You during the course of the Trial and such data shall be processed fairly and lawfully by Square Enix in accordance with the terms of the Data Protection Act 1998.
10. No Warranty.
10.1. THE TRIAL, THE GAME, AND/OR ASSOCIATED SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. SQUARE ENIX MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, FUNCTIONALITY OR PERFORMANCE OF THE TRIAL, THE GAME, AND/OR ASSOCIATED SERVICES AND EXPRESSLY DISCLAIM ALL SUCH WARRANTIES. SQUARE ENIX FURTHER DISCLAIM ALL LIABILITY FOR ANY SETTINGS SELECTED BY YOU AND FOR ANY PROGRAMS, FILES, OR CONTENT ON OR IN YOUR COMPUTER, SYSTEMS, OR COMMUNICATIONS. SQUARE ENIX EXPRESSLY DENY ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE TRIAL, THE GAME AND/OR ASSOCIATED SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
11. Patches, Modifications, Updates.
11.1. During the Trial, Square Enix may modify the Game, the forums, and related content and services automatically and without notice, including without limitation by way of deploying patches, updates, or modifications, or by activating additional content, features or services.
11.2. You may be required to install such additional content in order to retain Your access to the Game. Square Enix may also deploy such modifications remotely, including without limitation by way of updating the copy of the Game that You have installed on your hardware, with or without Your knowledge or prior consent.
11.3. You acknowledge and agree that software and/or content may be modified by Square Enix, including without limitation by way of remote deployment as described above, and that modifications may cause a loss of data or content or loss of function or utility in or on Your hardware. You hereby acknowledge and agree that Square Enix may make all such modifications and that, to the extent permitted by applicable law, Square Enix are not liable for any loss of data, content, function or utility.
12. Waiver; Discharge.
12.1. To the extent permitted by applicable law, You WAIVE protections afforded by statute or law, and agree that Square Enix are not liable for nor do Square Enix have any control over Your actions; Your Steam account and any other third party accounts; any loss of data, content, function or utility; or any behaviour of other testers participating in the Trial. You further release Square Enix, discharge Square Enix, and hold Square Enix harmless along with each of Our respective officers, directors, employees, stockholders, members and agents from any and all claims, losses, causes of action and liabilities of any kind arising out of or relating in any way to Your participation in the Trial and access to the Game.
13. Limitations of Liability.
13.1. To the extent permitted by applicable law, Square Enix shall have no liability to You for any loss or damage whatsoever caused due to its negligence or failure to perform or for any other reason INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, OR ANTICIPATORY PROFITS, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) CAUSED OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY YOUR PARTICIPATION IN THE TRIAL, THE GAME, SOFTWARE, DOCUMENTATION, OR ANY OTHER INFORMATION, MATERIALS, OR SERVICES PROVIDED TO YOU OR OTHERS IN CONNECTION WITH THE TRIAL AND YOU WILL INDEMNIFY AND HOLD SQUARE ENIX HARMLESS FROM THE SAME. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
14. Our Remedies.
14.1. The parties agree that Your obligations pursuant to this Agreement are of a unique character and that a breach of any obligation by You provided in this Agreement may cause Square Enix irreparable injury. Therefore, Square Enix is entitled to immediate equitable relief to prevent such injury and/or damage without the posting of bond or other security or proof of damages. All remedies hereunder, and all remedies provided at law, shall be deemed cumulative and are not exclusive.
15. Limited Support.
15.1. Commercial, technical, and user support may be provided for the Trial but only on a limited basis and may be suspended by Square Enix or Our designated agents at any time with or without advance notice. All bug reports should be promptly submitted to Square Enix following the designated reporting format.
16. Term and Termination.
16.1. This Agreement will remain in effect unless and until terminated by Square Enix with or without cause at any time. You may terminate this Agreement at any time by: (i) removing the Game from Your hard drive and any other media, physical or otherwise, where You have stored the Game; and (ii) notifying Square Enix of Your intention to terminate this Agreement. In any event, this Agreement will terminate automatically and without notice to You upon the end of the Trial.
16.2. For clarity and notwithstanding anything in the Agreement to the contrary, Square Enix reserves the right to suspend, restrict, or cancel the Trial, and/or may terminate Your participation in the Trial at Our sole and absolute discretion.
16.3. Upon termination of this Agreement, for whatever reason, all licenses granted herein shall immediately and automatically terminate and You must immediately remove the Game from Your hard drive and any other media, physical or otherwise, where You have stored the Game.
17. Continuing Effect.
17.1. The provisions of Sections 1, 2, 4-10, 12-14 and 16-20 inclusive as well as all rights and obligations of either party under this Agreement that are expressly or by implication intended to survive the termination of this Agreement will survive termination of this Agreement.
18. Entire Agreement; No Waiver; Assignment and Miscellaneous.
18.1. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof. No prior or present agreements or representations regarding the subject matter hereof shall be binding upon the parties hereto unless incorporated in this Agreement. The paragraph headings are intended for reference and convenience only and will not be of any effect in construing the meanings of the paragraphs. Any waiver or modification of this Agreement shall not be valid unless in writing and signed by Square Enix. In the event any provision of this Agreement is determined by a court of competent to be void, invalid, or otherwise unenforceable, the remainder of the Agreement will continue in full force and remain in effect according to its stated terms and conditions. This Agreement shall bind and inure to the benefit of Square Enix and its successors and assigns. This Agreement is personal to You and You shall not sublicense, subcontract, assign, transfer, or convey Your rights hereunder.
19. Legal Fees.
19.1. In the event that Square Enix commences an action to enforce any provision of this Agreement against You, then Square Enix in connection with such action (including any appeals), shall be entitled, in addition to all other applicable remedies, to payment of the costs of suit and the reasonable attorney's fees incurred by Square Enix.
20. Governing Law.
20.1. This agreement is governed by English law, without regard to its conflict of laws principles, and subject to the non-exclusive jurisdiction of the courts of London, except that nothing in this Agreement shall limit Our right to bring any action against any party in any other court of competent jurisdiction, nor shall the bringing of such action in one or more jurisdictions preclude the bringing of any other such actions in any other jurisdiction (whether concurrently or not) to the extent permitted by the law of such jurisdictions.
20.2. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement regardless of the territory or jurisdiction a claim is brought in.