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The Alternate Universe End User License Agreement
Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of Phoenix Limit's or Steam's Software, including any Services you access or purchases you make through the Software. By Downloading or using the Software, or by otherwise indicating your acceptance of this Agreement, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, you may not download or use this Software.
In particular, we want to highlight some important terms, policies, and procedures in this Agreement. By accepting this Agreement:
1. You grant Phoenix Limit a license to use whatever content you create using the Service.
2. You and Phoenix Limit agree to resolve disputes between us in individual arbitration (not in court). We believe the alternative dispute-resolution process of arbitration will resolve any dispute fairly and more quickly and efficiently than formal court litigation. Section 12 explains the process in detail. We’ve put this up front (and in caps) because it’s important:
THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND PHOENIX LIMIT AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION, AND PHOENIX LIMIT AGREES TO PAY YOUR ARBITRATION COSTS FOR ALL DISPUTES OF UP TO $10,000 THAT ARE MADE IN GOOD FAITH. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER.
1. License Grant
Phoenix Limit grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited rights and license to install and use the Software on compatible devices you own or control for
your personal entertainment use (the "License"). The rights that Phoenix Limit grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.
The License becomes effective on the date you accept this Agreement. The Software is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Software.
2. License Conditions
You may not do or attempt to do any of the following with respect to the Software or any of its parts: (a) use it commercially or for a promotional purpose except as Phoenix Limit expressly authorizes; (b) copy, reproduce, distribute (including via a network server), display, or use it in a way that is not expressly authorized in this Agreement; (c) sell, rent, lease, license, distribute, or otherwise transfer it; (d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (f) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other game modes; (g) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (h) use, export, or re-export it in violation of any applicable law or regulation; or (i) behave in a manner which is detrimental to the enjoyment of the Software by other users as intended by Phoenix Limit, in Phoenix Limit'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 authorized by Phoenix Limit and which interfere with the outcome and/or the course of the Software (including Cheats, bots, scripts, or mods not expressly authorized by Phoenix Limit) 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 unauthorized software.
The Software may contain Cheat Detection software or features or you may be prompted to install Cheat Detection software during your installation of the Software. If you do not agree to install the Cheat Detection software or at any time remove or disable the Cheat Detection software or features, the License granted to you automatically terminates and you may not make use of the Software. The Software or the Cheat Detection software may collect and transmit details about your account, gameplay, and potentially unauthorized programs or processes in connection with Cheat Detection, subject to Phoenix Limit's Privacy Policy. In the event that Cheats are identified, you agree that Phoenix Limit may exercise any or all of its rights under this Agreement.
3. Updates and Patches
Phoenix 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. Phoenix Limit may update the Software remotely without notifying you, and you hereby consent to Phoenix Limit applying patches, updates, and upgrades. Phoenix Limit may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software or Services at any time. You acknowledge that your use of the Software or Services does not confer on you any 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, Game Currency, or Content. You also acknowledge that any character data, game progress, game customization 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 Phoenix Limit, including without limitation after a patch, update, or upgrade is applied by Phoenix Limit. Phoenix Limit does not have any maintenance or support obligations with respect to the Software or Services.
4. Game Currency and Content
Phoenix Limit may offer you the ability to acquire licenses to in-game currency (“Game Currency”) or Content, such as by: (a) purchasing a limited license to use Game Currency for a fee (“Purchased Game Currency”), (b) earning a limited license to use Game Currency by performing or accomplishing specific tasks in the Software, or (c) purchasing for a fee, exchanging Game Currency for, or earning a limited license to use Content. Also, Phoenix Limit may facilitate the exchange of certain Content through the Software, in some cases for a fee. You may only use such Game Currency or Content if you pay the associated fee (if any). When you earn or pay the fee to obtain such Game Currency or Content, you are obtaining or purchasing from Phoenix Limit the right to have your License include such Game Currency or Content. Regardless of any references Phoenix Limit may make outside this Agreement to purchasing or selling Game Currency or Content, both Game Currency and Content are licensed, not sold, to you under the License. Use of an Phoenix Limit Account Balance to purchase Game Currency or Content is subject to Phoenix Limit's Terms of Service.
Neither Game Currency nor Content are redeemable for money or monetary value from Phoenix Limit or any other person, except as otherwise required by applicable law. Game Currency and Content do not have an equivalent value in real currency and do not act as a substitute for real currency. Neither Phoenix Limit nor any other person or entity has any obligation to exchange Game Currency or Content for anything of value, including, but not limited to, real currency. You agree that Phoenix Limit may engage in actions that may impact the perceived value or purchase price, if applicable, of Game Currency and Content at any time, except as prohibited by applicable law.
All purchases of Purchased Game Currency and Content are final and are not refundable, transferable, or exchangeable under any circumstances, except as otherwise required by applicable law. Phoenix Limit, in its sole discretion, may impose limits on the amount of Game Currency or Content that may be purchased, earned, accumulated, redeemed or otherwise used.
Except as otherwise prohibited by applicable law, Phoenix Limit, in its sole discretion, has the absolute right to manage, modify, substitute, replace, suspend, cancel or eliminate Game Currency or Content, including your ability to access or use Game Currency or Content, without notice or liability to you. You may not transfer, sell, gift, exchange, trade, lease, sublicense, or rent Game Currency or Content except within the Software and as expressly permitted by Phoenix Limit.
Except as otherwise prohibited by applicable law, Phoenix Limit reserves and retains all rights, title, and interest, property or otherwise, in and to the Game Currency and Content. The license to Game Currency and Content under the License will terminate upon termination of the License and as otherwise provided herein.
When you provide payment information to Phoenix Limit or its authorized processor, you represent that you are an authorized user of the payment card, PIN, key, account or other payment method specified by you, and you authorize Phoenix Limit to charge such payment method for the full amount of the transaction.
5. Feedback
If you provide Phoenix Limit with any Feedback, you hereby grant Epic a non-exclusive, fully paid, royalty-free, worldwide, perpetual, 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. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly (including your employees, agents, contractors, or representatives) to Phoenix Limit or its agents that relates to the Services or Software. 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 Phoenix Limit is not required to make any use of any Feedback that you provide. You agree that if Epic makes use of your Feedback, Phoenix Limit 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 Phoenix Limit to grant Phoenix Limit and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.
6. Indemnity
This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Phoenix Limit, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Software (including any Game Currency or Content) or Services. You agree to reimburse Phoenix Limit on demand for any defense costs incurred by Phoenix Limit and any payments made or loss suffered by Phoenix Limit, whether in a court judgment or settlement, based on any matter covered by this Section 6.
7. Termination
Without limiting any other rights of Phoenix Limit, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting the Software from all devices on which you’ve installed it. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Software in your possession.
Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
8. Governing Law and Jurisdiction
This Agreement is entered into in the State of North Carolina, U.S.A., and shall be governed by, and construed in accordance with, the laws of the State of North Carolina, exclusive of its choice of law rules. For any Disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you and Epic agree to submit to the exclusive jurisdiction of the Superior Court of Wake County, North Carolina, or, if federal court jurisdiction exists, the United States District Court for the Eastern District of North Carolina. You and Phoenix Limit agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.
9. U.S. Government Matters
The Software is a “Commercial Item” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Software is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to other licensees under this Agreement.
You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings. You agree not to use, export, re-export, or download the Software or Services into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any U.S. restricted or prohibited country or on any U.S. restricted or prohibited list.
10. Amendments of this Agreement
Phoenix Limit may issue an amended Agreement, Terms of Service, or Privacy Policy at any time in its discretion by posting the amended Agreement, Terms of Service, or Privacy Policy on its website or by providing you with digital access to amended versions of any of these documents when you next access the Software. If any amendment to this Agreement, the Terms of Service, or Privacy Policy is not acceptable to you, you may terminate this Agreement and must stop using the Software. Your continued use of the Software will demonstrate your acceptance of the amended Agreement and Terms of Service as well as your acknowledgement that you have read the amended Privacy Policy.
11. No Assignment
You may not, without the prior written consent of Phoenix Limit, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Software in this Agreement are not enforceable under the law of your country, then this Agreement will be binding on any recipient of the Software. Phoenix Limit may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.
12. Definitions
As used in this Agreement, the following capitalized words have the following meanings:
“Cheat Detection” means functionality intended to identify Cheats.
“Cheats” means programs, methods, or other processes which may give players an unfair competitive advantage in the Software.
“Confidential Information” means any non-public information related to the Software, including without limitation information related to gameplay or other content, Game Currency, Content, the Services, your own feedback and comments, and the feedback or comments of any other licensee of the Software or any Phoenix Limit representative.
“Content” means any virtual items, virtual environments (such as islands), or other content that Phoenix Limit makes available for you to access or download through or in connection with the Software, and expressly includes Licensed Music, and UGC that has been licensed to us by our users.
“Phoenix Limit” means, depending on the location of your primary residence:
Use Google Translate to help translate the name of the company.
“Feedback” means any feedback or suggestions that you provide to Phoenix Limit regarding the Software, Services or other Phoenix Limit products and services.
“Services” means any services made available to you through the Software, including services to acquire, maintain and use Game Currency and Content.
“Software” means the proprietary software application known as The Unreal Story, and any patches, updates, and upgrades to the application, and all related content and documentation made available to you by Phoenix Limit under this Agreement, including but not limited to 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 the application, and any copies of any of the foregoing. Software specifically includes all Game Currency and Content for which you have paid the associated fee or otherwise acquired a license under Section 4.
13. Miscellaneous
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Phoenix Limit relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
The original of this Agreement is in English; any translations are provided for reference purposes only. It is the express wish of the parties that these Terms and all related documents have been drawn up in English. Les parties déclarent qu'elles ont demandé et par les présentes confirment leur desir exprés que cette convention soit rédigee en anglais. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.
This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms of this Agreement will remain in full force and effect.
Any act by Phoenix Limit to exercise, or failure or delay in exercise of, any of its rights under this Agreement, 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.
You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
Phoenix Limit's obligations are subject to existing laws and legal process, and Phoenix Limit may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.
Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of Phoenix Limit's or Steam's Software, including any Services you access or purchases you make through the Software. By Downloading or using the Software, or by otherwise indicating your acceptance of this Agreement, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, you may not download or use this Software.
In particular, we want to highlight some important terms, policies, and procedures in this Agreement. By accepting this Agreement:
1. You grant Phoenix Limit a license to use whatever content you create using the Service.
2. You and Phoenix Limit agree to resolve disputes between us in individual arbitration (not in court). We believe the alternative dispute-resolution process of arbitration will resolve any dispute fairly and more quickly and efficiently than formal court litigation. Section 12 explains the process in detail. We’ve put this up front (and in caps) because it’s important:
THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND PHOENIX LIMIT AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION, AND PHOENIX LIMIT AGREES TO PAY YOUR ARBITRATION COSTS FOR ALL DISPUTES OF UP TO $10,000 THAT ARE MADE IN GOOD FAITH. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER.
1. License Grant
Phoenix Limit grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited rights and license to install and use the Software on compatible devices you own or control for
your personal entertainment use (the "License"). The rights that Phoenix Limit grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.
The License becomes effective on the date you accept this Agreement. The Software is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Software.
2. License Conditions
You may not do or attempt to do any of the following with respect to the Software or any of its parts: (a) use it commercially or for a promotional purpose except as Phoenix Limit expressly authorizes; (b) copy, reproduce, distribute (including via a network server), display, or use it in a way that is not expressly authorized in this Agreement; (c) sell, rent, lease, license, distribute, or otherwise transfer it; (d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (f) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other game modes; (g) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (h) use, export, or re-export it in violation of any applicable law or regulation; or (i) behave in a manner which is detrimental to the enjoyment of the Software by other users as intended by Phoenix Limit, in Phoenix Limit'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 authorized by Phoenix Limit and which interfere with the outcome and/or the course of the Software (including Cheats, bots, scripts, or mods not expressly authorized by Phoenix Limit) 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 unauthorized software.
The Software may contain Cheat Detection software or features or you may be prompted to install Cheat Detection software during your installation of the Software. If you do not agree to install the Cheat Detection software or at any time remove or disable the Cheat Detection software or features, the License granted to you automatically terminates and you may not make use of the Software. The Software or the Cheat Detection software may collect and transmit details about your account, gameplay, and potentially unauthorized programs or processes in connection with Cheat Detection, subject to Phoenix Limit's Privacy Policy. In the event that Cheats are identified, you agree that Phoenix Limit may exercise any or all of its rights under this Agreement.
3. Updates and Patches
Phoenix 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. Phoenix Limit may update the Software remotely without notifying you, and you hereby consent to Phoenix Limit applying patches, updates, and upgrades. Phoenix Limit may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software or Services at any time. You acknowledge that your use of the Software or Services does not confer on you any 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, Game Currency, or Content. You also acknowledge that any character data, game progress, game customization 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 Phoenix Limit, including without limitation after a patch, update, or upgrade is applied by Phoenix Limit. Phoenix Limit does not have any maintenance or support obligations with respect to the Software or Services.
4. Game Currency and Content
Phoenix Limit may offer you the ability to acquire licenses to in-game currency (“Game Currency”) or Content, such as by: (a) purchasing a limited license to use Game Currency for a fee (“Purchased Game Currency”), (b) earning a limited license to use Game Currency by performing or accomplishing specific tasks in the Software, or (c) purchasing for a fee, exchanging Game Currency for, or earning a limited license to use Content. Also, Phoenix Limit may facilitate the exchange of certain Content through the Software, in some cases for a fee. You may only use such Game Currency or Content if you pay the associated fee (if any). When you earn or pay the fee to obtain such Game Currency or Content, you are obtaining or purchasing from Phoenix Limit the right to have your License include such Game Currency or Content. Regardless of any references Phoenix Limit may make outside this Agreement to purchasing or selling Game Currency or Content, both Game Currency and Content are licensed, not sold, to you under the License. Use of an Phoenix Limit Account Balance to purchase Game Currency or Content is subject to Phoenix Limit's Terms of Service.
Neither Game Currency nor Content are redeemable for money or monetary value from Phoenix Limit or any other person, except as otherwise required by applicable law. Game Currency and Content do not have an equivalent value in real currency and do not act as a substitute for real currency. Neither Phoenix Limit nor any other person or entity has any obligation to exchange Game Currency or Content for anything of value, including, but not limited to, real currency. You agree that Phoenix Limit may engage in actions that may impact the perceived value or purchase price, if applicable, of Game Currency and Content at any time, except as prohibited by applicable law.
All purchases of Purchased Game Currency and Content are final and are not refundable, transferable, or exchangeable under any circumstances, except as otherwise required by applicable law. Phoenix Limit, in its sole discretion, may impose limits on the amount of Game Currency or Content that may be purchased, earned, accumulated, redeemed or otherwise used.
Except as otherwise prohibited by applicable law, Phoenix Limit, in its sole discretion, has the absolute right to manage, modify, substitute, replace, suspend, cancel or eliminate Game Currency or Content, including your ability to access or use Game Currency or Content, without notice or liability to you. You may not transfer, sell, gift, exchange, trade, lease, sublicense, or rent Game Currency or Content except within the Software and as expressly permitted by Phoenix Limit.
Except as otherwise prohibited by applicable law, Phoenix Limit reserves and retains all rights, title, and interest, property or otherwise, in and to the Game Currency and Content. The license to Game Currency and Content under the License will terminate upon termination of the License and as otherwise provided herein.
When you provide payment information to Phoenix Limit or its authorized processor, you represent that you are an authorized user of the payment card, PIN, key, account or other payment method specified by you, and you authorize Phoenix Limit to charge such payment method for the full amount of the transaction.
5. Feedback
If you provide Phoenix Limit with any Feedback, you hereby grant Epic a non-exclusive, fully paid, royalty-free, worldwide, perpetual, 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. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly (including your employees, agents, contractors, or representatives) to Phoenix Limit or its agents that relates to the Services or Software. 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 Phoenix Limit is not required to make any use of any Feedback that you provide. You agree that if Epic makes use of your Feedback, Phoenix Limit 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 Phoenix Limit to grant Phoenix Limit and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.
6. Indemnity
This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Phoenix Limit, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Software (including any Game Currency or Content) or Services. You agree to reimburse Phoenix Limit on demand for any defense costs incurred by Phoenix Limit and any payments made or loss suffered by Phoenix Limit, whether in a court judgment or settlement, based on any matter covered by this Section 6.
7. Termination
Without limiting any other rights of Phoenix Limit, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting the Software from all devices on which you’ve installed it. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Software in your possession.
Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
8. Governing Law and Jurisdiction
This Agreement is entered into in the State of North Carolina, U.S.A., and shall be governed by, and construed in accordance with, the laws of the State of North Carolina, exclusive of its choice of law rules. For any Disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you and Epic agree to submit to the exclusive jurisdiction of the Superior Court of Wake County, North Carolina, or, if federal court jurisdiction exists, the United States District Court for the Eastern District of North Carolina. You and Phoenix Limit agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.
9. U.S. Government Matters
The Software is a “Commercial Item” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Software is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to other licensees under this Agreement.
You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings. You agree not to use, export, re-export, or download the Software or Services into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any U.S. restricted or prohibited country or on any U.S. restricted or prohibited list.
10. Amendments of this Agreement
Phoenix Limit may issue an amended Agreement, Terms of Service, or Privacy Policy at any time in its discretion by posting the amended Agreement, Terms of Service, or Privacy Policy on its website or by providing you with digital access to amended versions of any of these documents when you next access the Software. If any amendment to this Agreement, the Terms of Service, or Privacy Policy is not acceptable to you, you may terminate this Agreement and must stop using the Software. Your continued use of the Software will demonstrate your acceptance of the amended Agreement and Terms of Service as well as your acknowledgement that you have read the amended Privacy Policy.
11. No Assignment
You may not, without the prior written consent of Phoenix Limit, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Software in this Agreement are not enforceable under the law of your country, then this Agreement will be binding on any recipient of the Software. Phoenix Limit may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.
12. Definitions
As used in this Agreement, the following capitalized words have the following meanings:
“Cheat Detection” means functionality intended to identify Cheats.
“Cheats” means programs, methods, or other processes which may give players an unfair competitive advantage in the Software.
“Confidential Information” means any non-public information related to the Software, including without limitation information related to gameplay or other content, Game Currency, Content, the Services, your own feedback and comments, and the feedback or comments of any other licensee of the Software or any Phoenix Limit representative.
“Content” means any virtual items, virtual environments (such as islands), or other content that Phoenix Limit makes available for you to access or download through or in connection with the Software, and expressly includes Licensed Music, and UGC that has been licensed to us by our users.
“Phoenix Limit” means, depending on the location of your primary residence:
Use Google Translate to help translate the name of the company.
“Feedback” means any feedback or suggestions that you provide to Phoenix Limit regarding the Software, Services or other Phoenix Limit products and services.
“Services” means any services made available to you through the Software, including services to acquire, maintain and use Game Currency and Content.
“Software” means the proprietary software application known as The Unreal Story, and any patches, updates, and upgrades to the application, and all related content and documentation made available to you by Phoenix Limit under this Agreement, including but not limited to 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 the application, and any copies of any of the foregoing. Software specifically includes all Game Currency and Content for which you have paid the associated fee or otherwise acquired a license under Section 4.
13. Miscellaneous
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Phoenix Limit relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
The original of this Agreement is in English; any translations are provided for reference purposes only. It is the express wish of the parties that these Terms and all related documents have been drawn up in English. Les parties déclarent qu'elles ont demandé et par les présentes confirment leur desir exprés que cette convention soit rédigee en anglais. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.
This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms of this Agreement will remain in full force and effect.
Any act by Phoenix Limit to exercise, or failure or delay in exercise of, any of its rights under this Agreement, 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.
You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
Phoenix Limit's obligations are subject to existing laws and legal process, and Phoenix Limit may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.