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LAST PRAETORIAN INTERACTIVE
END USER LICENSE AGREEMENT
Last Modified on August 22, 2024
Important: Please read this agreement carefully before continuing to use this game.
Section 20 of this End User License Agreement contains a binding arbitration clause and class action
waiver. If you live in the United States, this Section affects your rights about how to resolve disputes
that you may have with us.
Please read it carefully.
This End User License Agreement (the “Agreement”) applies to the “Project Vesperi” video game
software (the “Service”), provided by Last Praetorian Interactive LLC (“Last Praetorian”).
Sony Platform Users: Even though you may have purchased or licensed the Service through Sony Interactive Entertainment LLC or any of its current or former affiliates, including parents and subsidiaries, and any predecessor or successor entity to any of the foregoing (any of these, an “SIE Group Company”), no SIE Group Company is a party to this Agreement and no SIE Group Company has any
obligations to you in connection with the Service.
Sony Interactive Entertainment America – Special Notice: Purchase and use of items are subject to the Network Terms of Service and User Agreement. This online service has been sublicensed to you by Sony Interactive Entertainment America.
1. Acceptance of Terms
By continuing to use the Service, you agree as follows:
1.1. You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
1.2. You will use the Service in accordance with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by Last Praetorian from time to time; and
1.3. You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.
If you do not agree with the terms and conditions in this Agreement, please discontinue all further use of the Service.
2. Last Praetorian’s License to You
Last Praetorian grants you a single, non-exclusive, non-transferable and limited personal license to access and use the Service. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Service and, if you sell or otherwise transfer a device on which any part of the Service is installed to a third party, you must remove the Service from such device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Service).
Sony Platform users: The foregoing limited license to use the Service only applies to a System that you
either own or control, or other such system to which the Service is delivered by PSN.
3. Messages from Last Praetorian
You understand that you may receive business-related communications from Last Praetorian through the Service or through email, such as product and other announcements, and administrative notices. You agree that these communications are not “unsolicited commercial email advertisements” and you agree to receive them.
Marketing-related email messages will be accompanied by instructions for opting out.
4. Third-Party Platforms
Even though you may have purchased or licensed the Service through a third-party platform, such as Valve’s Steam platform, the Sony PlayStation Store, Microsoft’s Xbox platform, and others (each, a “Third-Party Platform”), none of the Third-Party Platforms or their owners are a party to this Agreement and they have no obligations to you in connection with the Service. Each Third-Party Platform may have their own separate terms that you must agree to in order to access and use the Service. Additionally, nothing in this Agreement purports to govern or change, in any way, your relationship with any of the Third-Party Platforms under the applicable Third-Party Platform agreements with you, including the any Terms of Use, EULA, or any other agreement under which a Third-Party Platform grants users the right to install and use any game.
5. Your License to Last Praetorian; Your Conduct
5.1. Your Content. Any communications or material of any kind that you email, post, or otherwise transmit to Last Praetorian or the public on or using the Service, including photographs, chat, emails, comments, voice recordings, data, questions, comments, or suggestions are known as your “Content.”
Last Praetorian does not own your Content. By posting Content, you represent (i) that you are the owner of the Content or have all of the necessary rights to share them, and (ii) give Last Praetorian permission to use, re-use, copy, adapt, abridge, amend, distribute, modify, translate, publish, perform, display, develop, reproduce, communicate to the public and to make your Content otherwise available in any form and by any media (whether now known or hereafter devised), including through any on-demand or broadcast service, whether on a commercial or non-commercial basis anywhere in the world, including the right to incorporate any suggestions or feedback into the Service as new or updated features, without limitation.
5.2. Conduct Policy. You are responsible for your conduct as a user of the Service. You agree that
you will not engage in conduct (including the sharing of Content) which:
- is threatening, bullying, defamatory, abusive, obscene, extremely violent, lewd, sexually provocative or suggestive, pornographic, or which in any manner could give rise to any civil or criminal liability under applicable law;
- is or could be taken as slurs, hate speech, or attacks on individuals or groups on the basis of race, color, gender, age, religion, national origin, disability, sexual preferences, or gender identity; constitutes spam (sending the same message multiple times or to multiple people, or sharing or sending the same content multiple times, will be treated as spam);
- is a solicitation or advertisement for any lewd or inappropriate personal conduct, commercial product, or activity;
- encourages or constitutes behavior that does not support a safe and comfortable environment for all users, which conduct may include but not be limited to bullying, vigilantism, engaging in any conduct or activity that is threatening, harmful, harassing, abusive, vulgar, hateful, defamatory, lewd, sexually provocative, suggestive, or explicit, inflammatory, profane, racially or ethnically objectionable or discriminatory, or in any manner encourages inappropriate, disrespectful, abusive, or unlawful conduct or otherwise makes the Service an uncomfortable experience for anyone;
- restricts, inhibits, or discourages any other user from using the Service;
- hacks, modifies or otherwise makes use of automation software (bots) or any other unauthorized third-party software designed to modify the Service experience;
- violates any local, state, federal or international laws or gives rise to civil liability;
- violates or infringes any third-party rights (including but not limited to copyright, trademark, rights of privacy or publicity, defamation or any other proprietary right);
- imposes an unreasonable or disproportionately large load on the Service or otherwise
interferes with the Service;
- is a “chain letter,” or constitutes “junk mail”;
- specifies or claims that that you are affiliated with Last Praetorian when you are not, including without limitation an “Administrator,” “Moderator,” or any other employee or agent of Last Praetorian;
- requests login information from other users; “spoofs” (use of any means to disguise your online identity or alter original attribute information, including, but not limited to duplicate accounts);
- uses or possesses programs to “crack” the Service or other Internet security tools;
- contains, or uploads files that contain, viruses, Trojan horses, worms, corrupted files or data, or any other similar software or programs that may damage or inhibit the operation of the Service; or
- anything else that Last Praetorian, in its sole determination, deems offensive or harmful to the Service or to Last Praetorian’s integrity or business.
6. Support Services
Last Praetorian may, in its sole discretion, provide you with customer and technical support services related to the Service (“Support Services”). Last Praetorian is not required to provide Support Services unless otherwise required by applicable law. No failure to provide, or to continue to provide, Support Services will be a default of Last Praetorian under this Agreement. Any supplemental software code provided to you as part of the Support Services will be treated as part of the Service, and as between you and Last Praetorian will be and remain the sole property of Last Praetorian and will be subject to the terms and conditions of this Agreement.
Last Praetorian customer support may be reached by contacting us at contact@lastpraetorianinteractive.com. None of the Third-Party Platforms or their owners have any obligation whatsoever, under any circumstances, to provide Support Services with respect to the Service. You agree that you will look solely to Last Praetorian in connection with Support Services.
7. Modification, Termination, and Monitoring of the Service
Last Praetorian reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part of the Service) with or without notice at any time. You agree that Last Praetorian will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.
Last Praetorian reserves the right to monitor use of the Service to determine compliance with this Agreement, as well as the right to edit, refuse to post, or remove any Content, information, or materials, in whole or in part, at our sole discretion. We reserve the right to refuse access to the Service to anyone, for
any reason, at any time.
Last Praetorian may monitor your Content and other communications to evaluate the quality of service
you receive, your compliance with the Agreement, the security of the Service, or for other reasons. You
agree that such monitoring activities will not entitle you to any cause of action or other right with respect
to the manner in which Last Praetorian or its affiliates or agents monitor your Content and other
communications and enforces or fails to enforce the terms of the Agreement. In no event will Last
Praetorian or any of its affiliates or agents be liable for any costs, damages, expenses, or any other
liabilities incurred by you as a result of monitoring activities by Last Praetorian or its affiliates or agents.
8. Security of Data Transmission and Storage
Electronic communications using the Service may not always be encrypted. You acknowledge that there is a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between you and Last Praetorian or between you and other parties. Additionally, your communications and Content on the Service may be publicly available to other parties.
Last Praetorian and its affiliates and agents are permitted, but not obligated, to review or retain your Content and other communications.
9. Hyperlinks
The Service may contain links to other sites and software applications, including through display
advertisements (the “Linked Services”). Last Praetorian does not control the Linked Services, and Last
Praetorian and its affiliates and agents make no representations whatsoever concerning the content,
accuracy, security or privacy of those Linked Services. The fact that Last Praetorian has provided a link to
an external location is not an endorsement, authorization, sponsorship, or affiliation with respect to such
Linked Services, its owners, or its providers. There are risks in using any information, software, or
products found on the Internet, and Last Praetorian cautions you to make sure you understand these risks
before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no
circumstances will you hold Last Praetorian or its affiliates or agents liable for any loss or damage caused
by use of or reliance on any content, goods, or services available on Linked Services.
10. Trademarks and Copyrights
The Service is owned by Last Praetorian and is protected by United States copyright laws and international treaty provisions. All Service content, trademarks, services marks, trade names, logos, and icons are proprietary to Last Praetorian or are used under license from a third party. Nothing contained in the Service should be seen as granting any license or right to use any trademark displayed in the Service without the written permission of Last Praetorian or such third party that may own the trademarks
displayed in the Service. Your use of the trademarks displayed in the Service, or any other content in the Service, except as provided in this Agreement, is strictly prohibited.
Intellectual property displayed through the Service is either the property of, or used with permission by, Last Praetorian. You are prohibited from using or authorizing the use of this intellectual property unless specifically permitted under the Agreement. Any unauthorized use of this intellectual property may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.
11. Copyright Complaints
If you are a copyright owner or their agent, and believe that any content on the Service infringes on your copyrights, you may submit a DMCA notification in writing to our Copyright Agent with the following information described below. When we receive a notice alleging copyright infringement, we will take whatever action we deem appropriate, within our sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are claimed, a list of those works on the Service;
- Identification of the material that is claimed to be infringing and that is to be removed disabled, reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as your email, address, or phone number;
- A statement that you have a good faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our Copyright Agent may be reached at the following physical or email address:
Last Praetorian Interactive LLC
10 Little Pond
Laguna Niguel, CA 92677
Or by email at: contact@lastpraetorianinteractive.com
Repeat Infringer Policy: Any user of the Service that repeatedly infringes third party copyright or other
intellectual property rights will have their ability to access and use the Service terminated.
12. Disclaimer of Warranties
Your use of the Service is entirely at your own risk.
The Service is provided by Last Praetorian on an as-is basis. Last Praetorian expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Last Praetorian makes no warranty that (i) the Service will meet your requirements, (ii) that operation of the Service will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the Service will be accurate or reliable.
No advice or information, whether oral or written, obtained by you from Last Praetorian, or through the Service creates any warranty regarding the Service not expressly stated in this Agreement.
To the maximum extent permitted by applicable law, no Third-Party Platform or, if any part of the Service uses the Unreal Engine, Epic Games, Inc. (“Epic”), is a party to this Agreement or your purchase or license of the Service. None of the Third-Party Platforms or Epic make any warranties, or assume any warranty or other obligations with respect to: (i) the Service, or (ii) any claims, losses, liabilities, damages, costs, or expenses attributable to the Service, including any warranties arising from claims of infringement of intellectual property or personal rights, products liability, or failure of the Service to perform, execute, or conform to any standard. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing
disclaimer may not apply to you.
Sony Platform Users: Additionally, to the maximum extent permitted by applicable law, no SIE Group Company is a party to this Agreement. None of the SIE Group Company entities make, have made, and do not make any warranties, or assume any warranty obligation or other obligations whatsoever with respect to: (i) the Service; or (ii) any claims, losses, liabilities, damages, costs, or expenses attributable to the Service, including any warranties arising from claims of infringement of intellectual property or
personal rights, products liability, or failure of the Service to perform, execute, or conform to any standard.
13. Limitation of Liability
You expressly understand and agree that neither Last Praetorian nor any Third-Party Platform, nor Epic, is liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goods, goodwill, use, data, or other intangible losses (even if Last Praetorian, the Third-Party Platform, or Epic has been advised of the possibility of such damages), resulting from the use or the inability to use the Service or any other matter relating to the Service.
You hereby expressly and irrevocably waive, and agree never to assert any claims against any ThirdParty Platform or Epic that you may have under any theory of law or equity anywhere in the world, in connection with rights licensed under this Agreement, your possession or use of the Service, or the content of the Service. Any claims arising out of the Service are subject to the limitations set forth in this Agreement and may be brought only against Last Praetorian, as described in Sections 19 and 20below.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Last Praetorian and its affiliates will be limited to the fullest extent permitted by law.
Sony Platform Users: Neither Last Praetorian nor any SIE Group Company have any liability with respect to the content of the Service or any part thereof, including errors or omissions contained in the Service, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. The limitation of liability set forth herein may not be enforceable in certain jurisdictions, or under certain circumstances, as a matter of local law, and is not intended to replace or supersede local law. You hereby expressly and irrevocably waive, and agree never to assert against any SIE Group Company any claims you may have under any theory of law or equity anywhere in the world in connection with rights licensed under this Agreement, your possession or use of the Service, or the content of the Service. Any claims arising out of the Service are subject to the limitations set forth in this Agreement (all of which are material terms of this Agreement) and may be brought only against Last Praetorian. Any dispute will be subject to our Terms of Use, including limitations on damages, resolution of disputes, and application of the laws of the United States, and the State of California.
14. Indemnification
You agree to indemnify and hold Last Praetorian and its affiliates, officers, agents, and employees harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person or entity arising out of your violation of this Agreement, state or federal laws or regulations, or any other person’s rights, including infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances will Last Praetorian or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Service, including any liability based on Last Praetorian’s negligent acts.
15. Your Personal Information
Certain personal and other information that we collect, process, and share is subject to our Privacy Policy. As a condition of using the Service you agree to the terms of the Privacy Policy, as it may be changed from time to time. You agree that your use of the Service is subject to the Privacy Policy.
16. Disclosures Required by Law
Last Praetorian reserves the right to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Last Praetorian reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Last Praetorian to disclose the identity of any user believed to be in violation of this Agreement.
By accepting this Agreement, you waive all rights and agree to hold Last Praetorian harmless from any claims resulting from any action taken by Last Praetorian during or because of its investigations or from any actions taken as a consequence of investigations by either Last Praetorian or law enforcement authorities.
17. Legal Compliance
By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
18. Third-Party Beneficiary
You acknowledge and agree that the Third-Party Platforms are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, any of the foregoing third parties will have the right (and will be deemed to have accepted the right) to enforce this Agreement as a third party beneficiary.
19. Governing Law; Mediation; Jurisdiction
The Agreement, and all future agreements you enter into with Last Praetorian, unless otherwise indicated on such other agreement, will be governed by the laws of the State of California. This is the case regardless of whether you reside or transact business with Last Praetorian, or any of its affiliates or agents, in the State of California or elsewhere. Unless a dispute would be governed by the terms of Section 20 below, you agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Los Angeles, California, USA.
For EU users only: In the event of a dispute relating to the interpretation, performance, or validity of this Agreement, an amicable solution can be sought before any legal action. You can file your complaint with Last Praetorian by sending a message via email to contact@lastpraetorianinteractive.com. In case of failure, you can, within one year of the failed request, have recourse to an Alternative Dispute Resolution procedure by filing an online complaint on the European Commission’s Online Dispute Resolution website: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage. If out-ofcourt dispute resolutions fail, the dispute may be brought before the competent courts.
20. Binding Arbitration
Any dispute or claim relating in any way to your use of the Service (each, a “Claim”) will be resolved by binding arbitration, rather than in court (except that you may assert claims in small-claims court if your claims qualify). You agree that each Claim must be brought individually.
YOU AND LAST PRAETORIAN AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION MAY BE JOINED WITH ANY OTHER ARBITRATION.
The Federal Arbitration Act and federal arbitration law apply to this Agreement and this binding
arbitration clause.
Arbitration is a process with no judge or jury – an arbitrator will review the arguments in the dispute
and award damages and other relief just like a court would. The arbitrator must follow this Agreement
as a court otherwise would. Court review of the arbitration award is limited under the Federal
Arbitration Act.
To start an arbitration, you must send an email to contact@lastpraetorianinteractive.com describing
your Claim and requesting arbitration, or we may do the same by sending a written notice requesting
arbitration to your address. The proceedings will be conducted through JAMS, using their Streamlined
Arbitration Rules and Procedures. You can view these rules at jamsadr.com or by calling 800-352-
5267. The payment of the initial filing fees will be made by the party filing the Claim, and any other
filing and other fees will be apportioned as directed by the JAMS rules. The arbitration will take place
in Los Angeles, California, USA, unless the Parties agree to video, phone, or internet connection
appearances.
Except as otherwise set forth below, you may seek any remedies available to you under federal, state or
local laws in an arbitration action. As part of the arbitration, both you and Last Praetorian will have the
opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator
will provide a written statement of the arbitrator’s decision regarding the Claim, the award given
(including any attorneys’ fees and costs awarded), and the arbitrator’s findings and conclusions on
which the arbitrator’s decision is based.
Notwithstanding the terms of this Section, either of us may bring a lawsuit in court for equitable relief,
for any misuse or infringement of intellectual property rights, or for any Claim related to, or arising
from, allegations of theft, piracy, invasion of privacy, or unauthorized use of the Service.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND
LAST PRAETORIAN WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
You and Last Praetorian agree that if any portion this Section is found illegal or unenforceable, that
portion will be severed and the remainder of the Section will be given full force and effect.
21. Miscellaneous Terms
21.1. Agreement Revisions. This Agreement may only be revised in writing by Last Praetorian, or by Last Praetorian’s publication of a new version on the Service.
21.2. Force Majeure. Last Praetorian is not liable for any delay or failure to perform resulting from causes outside the reasonable control of Last Praetorian, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Last Praetorian’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or
military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
21.3. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Last Praetorian because of this Agreement or your use of the Service.
21.4. Assignment. Last Praetorian may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without Last Praetorian’s prior written consent, and any unauthorized assignment by you will be null and void.
21.5. Severability. If any part of this Agreement is determined to be void, invalid or unenforceable, then that portion will be severed, and the remainder of the Agreement will be given full force and effect.
21.6. Attorneys’ Fees. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
21.7. No Waiver. Our failure to enforce any provision of this Agreement will in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
21.8. Equitable Remedies. You hereby agree that Last Praetorian would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
21.9. Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and Last Praetorian with respect to the Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and Last Praetorian with respect to the Service.
END USER LICENSE AGREEMENT
Last Modified on August 22, 2024
Important: Please read this agreement carefully before continuing to use this game.
Section 20 of this End User License Agreement contains a binding arbitration clause and class action
waiver. If you live in the United States, this Section affects your rights about how to resolve disputes
that you may have with us.
Please read it carefully.
This End User License Agreement (the “Agreement”) applies to the “Project Vesperi” video game
software (the “Service”), provided by Last Praetorian Interactive LLC (“Last Praetorian”).
Sony Platform Users: Even though you may have purchased or licensed the Service through Sony Interactive Entertainment LLC or any of its current or former affiliates, including parents and subsidiaries, and any predecessor or successor entity to any of the foregoing (any of these, an “SIE Group Company”), no SIE Group Company is a party to this Agreement and no SIE Group Company has any
obligations to you in connection with the Service.
Sony Interactive Entertainment America – Special Notice: Purchase and use of items are subject to the Network Terms of Service and User Agreement. This online service has been sublicensed to you by Sony Interactive Entertainment America.
1. Acceptance of Terms
By continuing to use the Service, you agree as follows:
1.1. You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
1.2. You will use the Service in accordance with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by Last Praetorian from time to time; and
1.3. You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.
If you do not agree with the terms and conditions in this Agreement, please discontinue all further use of the Service.
2. Last Praetorian’s License to You
Last Praetorian grants you a single, non-exclusive, non-transferable and limited personal license to access and use the Service. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Service and, if you sell or otherwise transfer a device on which any part of the Service is installed to a third party, you must remove the Service from such device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Service).
Sony Platform users: The foregoing limited license to use the Service only applies to a System that you
either own or control, or other such system to which the Service is delivered by PSN.
3. Messages from Last Praetorian
You understand that you may receive business-related communications from Last Praetorian through the Service or through email, such as product and other announcements, and administrative notices. You agree that these communications are not “unsolicited commercial email advertisements” and you agree to receive them.
Marketing-related email messages will be accompanied by instructions for opting out.
4. Third-Party Platforms
Even though you may have purchased or licensed the Service through a third-party platform, such as Valve’s Steam platform, the Sony PlayStation Store, Microsoft’s Xbox platform, and others (each, a “Third-Party Platform”), none of the Third-Party Platforms or their owners are a party to this Agreement and they have no obligations to you in connection with the Service. Each Third-Party Platform may have their own separate terms that you must agree to in order to access and use the Service. Additionally, nothing in this Agreement purports to govern or change, in any way, your relationship with any of the Third-Party Platforms under the applicable Third-Party Platform agreements with you, including the any Terms of Use, EULA, or any other agreement under which a Third-Party Platform grants users the right to install and use any game.
5. Your License to Last Praetorian; Your Conduct
5.1. Your Content. Any communications or material of any kind that you email, post, or otherwise transmit to Last Praetorian or the public on or using the Service, including photographs, chat, emails, comments, voice recordings, data, questions, comments, or suggestions are known as your “Content.”
Last Praetorian does not own your Content. By posting Content, you represent (i) that you are the owner of the Content or have all of the necessary rights to share them, and (ii) give Last Praetorian permission to use, re-use, copy, adapt, abridge, amend, distribute, modify, translate, publish, perform, display, develop, reproduce, communicate to the public and to make your Content otherwise available in any form and by any media (whether now known or hereafter devised), including through any on-demand or broadcast service, whether on a commercial or non-commercial basis anywhere in the world, including the right to incorporate any suggestions or feedback into the Service as new or updated features, without limitation.
5.2. Conduct Policy. You are responsible for your conduct as a user of the Service. You agree that
you will not engage in conduct (including the sharing of Content) which:
- is threatening, bullying, defamatory, abusive, obscene, extremely violent, lewd, sexually provocative or suggestive, pornographic, or which in any manner could give rise to any civil or criminal liability under applicable law;
- is or could be taken as slurs, hate speech, or attacks on individuals or groups on the basis of race, color, gender, age, religion, national origin, disability, sexual preferences, or gender identity; constitutes spam (sending the same message multiple times or to multiple people, or sharing or sending the same content multiple times, will be treated as spam);
- is a solicitation or advertisement for any lewd or inappropriate personal conduct, commercial product, or activity;
- encourages or constitutes behavior that does not support a safe and comfortable environment for all users, which conduct may include but not be limited to bullying, vigilantism, engaging in any conduct or activity that is threatening, harmful, harassing, abusive, vulgar, hateful, defamatory, lewd, sexually provocative, suggestive, or explicit, inflammatory, profane, racially or ethnically objectionable or discriminatory, or in any manner encourages inappropriate, disrespectful, abusive, or unlawful conduct or otherwise makes the Service an uncomfortable experience for anyone;
- restricts, inhibits, or discourages any other user from using the Service;
- hacks, modifies or otherwise makes use of automation software (bots) or any other unauthorized third-party software designed to modify the Service experience;
- violates any local, state, federal or international laws or gives rise to civil liability;
- violates or infringes any third-party rights (including but not limited to copyright, trademark, rights of privacy or publicity, defamation or any other proprietary right);
- imposes an unreasonable or disproportionately large load on the Service or otherwise
interferes with the Service;
- is a “chain letter,” or constitutes “junk mail”;
- specifies or claims that that you are affiliated with Last Praetorian when you are not, including without limitation an “Administrator,” “Moderator,” or any other employee or agent of Last Praetorian;
- requests login information from other users; “spoofs” (use of any means to disguise your online identity or alter original attribute information, including, but not limited to duplicate accounts);
- uses or possesses programs to “crack” the Service or other Internet security tools;
- contains, or uploads files that contain, viruses, Trojan horses, worms, corrupted files or data, or any other similar software or programs that may damage or inhibit the operation of the Service; or
- anything else that Last Praetorian, in its sole determination, deems offensive or harmful to the Service or to Last Praetorian’s integrity or business.
6. Support Services
Last Praetorian may, in its sole discretion, provide you with customer and technical support services related to the Service (“Support Services”). Last Praetorian is not required to provide Support Services unless otherwise required by applicable law. No failure to provide, or to continue to provide, Support Services will be a default of Last Praetorian under this Agreement. Any supplemental software code provided to you as part of the Support Services will be treated as part of the Service, and as between you and Last Praetorian will be and remain the sole property of Last Praetorian and will be subject to the terms and conditions of this Agreement.
Last Praetorian customer support may be reached by contacting us at contact@lastpraetorianinteractive.com. None of the Third-Party Platforms or their owners have any obligation whatsoever, under any circumstances, to provide Support Services with respect to the Service. You agree that you will look solely to Last Praetorian in connection with Support Services.
7. Modification, Termination, and Monitoring of the Service
Last Praetorian reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part of the Service) with or without notice at any time. You agree that Last Praetorian will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.
Last Praetorian reserves the right to monitor use of the Service to determine compliance with this Agreement, as well as the right to edit, refuse to post, or remove any Content, information, or materials, in whole or in part, at our sole discretion. We reserve the right to refuse access to the Service to anyone, for
any reason, at any time.
Last Praetorian may monitor your Content and other communications to evaluate the quality of service
you receive, your compliance with the Agreement, the security of the Service, or for other reasons. You
agree that such monitoring activities will not entitle you to any cause of action or other right with respect
to the manner in which Last Praetorian or its affiliates or agents monitor your Content and other
communications and enforces or fails to enforce the terms of the Agreement. In no event will Last
Praetorian or any of its affiliates or agents be liable for any costs, damages, expenses, or any other
liabilities incurred by you as a result of monitoring activities by Last Praetorian or its affiliates or agents.
8. Security of Data Transmission and Storage
Electronic communications using the Service may not always be encrypted. You acknowledge that there is a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between you and Last Praetorian or between you and other parties. Additionally, your communications and Content on the Service may be publicly available to other parties.
Last Praetorian and its affiliates and agents are permitted, but not obligated, to review or retain your Content and other communications.
9. Hyperlinks
The Service may contain links to other sites and software applications, including through display
advertisements (the “Linked Services”). Last Praetorian does not control the Linked Services, and Last
Praetorian and its affiliates and agents make no representations whatsoever concerning the content,
accuracy, security or privacy of those Linked Services. The fact that Last Praetorian has provided a link to
an external location is not an endorsement, authorization, sponsorship, or affiliation with respect to such
Linked Services, its owners, or its providers. There are risks in using any information, software, or
products found on the Internet, and Last Praetorian cautions you to make sure you understand these risks
before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no
circumstances will you hold Last Praetorian or its affiliates or agents liable for any loss or damage caused
by use of or reliance on any content, goods, or services available on Linked Services.
10. Trademarks and Copyrights
The Service is owned by Last Praetorian and is protected by United States copyright laws and international treaty provisions. All Service content, trademarks, services marks, trade names, logos, and icons are proprietary to Last Praetorian or are used under license from a third party. Nothing contained in the Service should be seen as granting any license or right to use any trademark displayed in the Service without the written permission of Last Praetorian or such third party that may own the trademarks
displayed in the Service. Your use of the trademarks displayed in the Service, or any other content in the Service, except as provided in this Agreement, is strictly prohibited.
Intellectual property displayed through the Service is either the property of, or used with permission by, Last Praetorian. You are prohibited from using or authorizing the use of this intellectual property unless specifically permitted under the Agreement. Any unauthorized use of this intellectual property may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.
11. Copyright Complaints
If you are a copyright owner or their agent, and believe that any content on the Service infringes on your copyrights, you may submit a DMCA notification in writing to our Copyright Agent with the following information described below. When we receive a notice alleging copyright infringement, we will take whatever action we deem appropriate, within our sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are claimed, a list of those works on the Service;
- Identification of the material that is claimed to be infringing and that is to be removed disabled, reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as your email, address, or phone number;
- A statement that you have a good faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our Copyright Agent may be reached at the following physical or email address:
Last Praetorian Interactive LLC
10 Little Pond
Laguna Niguel, CA 92677
Or by email at: contact@lastpraetorianinteractive.com
Repeat Infringer Policy: Any user of the Service that repeatedly infringes third party copyright or other
intellectual property rights will have their ability to access and use the Service terminated.
12. Disclaimer of Warranties
Your use of the Service is entirely at your own risk.
The Service is provided by Last Praetorian on an as-is basis. Last Praetorian expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Last Praetorian makes no warranty that (i) the Service will meet your requirements, (ii) that operation of the Service will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the Service will be accurate or reliable.
No advice or information, whether oral or written, obtained by you from Last Praetorian, or through the Service creates any warranty regarding the Service not expressly stated in this Agreement.
To the maximum extent permitted by applicable law, no Third-Party Platform or, if any part of the Service uses the Unreal Engine, Epic Games, Inc. (“Epic”), is a party to this Agreement or your purchase or license of the Service. None of the Third-Party Platforms or Epic make any warranties, or assume any warranty or other obligations with respect to: (i) the Service, or (ii) any claims, losses, liabilities, damages, costs, or expenses attributable to the Service, including any warranties arising from claims of infringement of intellectual property or personal rights, products liability, or failure of the Service to perform, execute, or conform to any standard. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing
disclaimer may not apply to you.
Sony Platform Users: Additionally, to the maximum extent permitted by applicable law, no SIE Group Company is a party to this Agreement. None of the SIE Group Company entities make, have made, and do not make any warranties, or assume any warranty obligation or other obligations whatsoever with respect to: (i) the Service; or (ii) any claims, losses, liabilities, damages, costs, or expenses attributable to the Service, including any warranties arising from claims of infringement of intellectual property or
personal rights, products liability, or failure of the Service to perform, execute, or conform to any standard.
13. Limitation of Liability
You expressly understand and agree that neither Last Praetorian nor any Third-Party Platform, nor Epic, is liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goods, goodwill, use, data, or other intangible losses (even if Last Praetorian, the Third-Party Platform, or Epic has been advised of the possibility of such damages), resulting from the use or the inability to use the Service or any other matter relating to the Service.
You hereby expressly and irrevocably waive, and agree never to assert any claims against any ThirdParty Platform or Epic that you may have under any theory of law or equity anywhere in the world, in connection with rights licensed under this Agreement, your possession or use of the Service, or the content of the Service. Any claims arising out of the Service are subject to the limitations set forth in this Agreement and may be brought only against Last Praetorian, as described in Sections 19 and 20below.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Last Praetorian and its affiliates will be limited to the fullest extent permitted by law.
Sony Platform Users: Neither Last Praetorian nor any SIE Group Company have any liability with respect to the content of the Service or any part thereof, including errors or omissions contained in the Service, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. The limitation of liability set forth herein may not be enforceable in certain jurisdictions, or under certain circumstances, as a matter of local law, and is not intended to replace or supersede local law. You hereby expressly and irrevocably waive, and agree never to assert against any SIE Group Company any claims you may have under any theory of law or equity anywhere in the world in connection with rights licensed under this Agreement, your possession or use of the Service, or the content of the Service. Any claims arising out of the Service are subject to the limitations set forth in this Agreement (all of which are material terms of this Agreement) and may be brought only against Last Praetorian. Any dispute will be subject to our Terms of Use, including limitations on damages, resolution of disputes, and application of the laws of the United States, and the State of California.
14. Indemnification
You agree to indemnify and hold Last Praetorian and its affiliates, officers, agents, and employees harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person or entity arising out of your violation of this Agreement, state or federal laws or regulations, or any other person’s rights, including infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances will Last Praetorian or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Service, including any liability based on Last Praetorian’s negligent acts.
15. Your Personal Information
Certain personal and other information that we collect, process, and share is subject to our Privacy Policy. As a condition of using the Service you agree to the terms of the Privacy Policy, as it may be changed from time to time. You agree that your use of the Service is subject to the Privacy Policy.
16. Disclosures Required by Law
Last Praetorian reserves the right to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Last Praetorian reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Last Praetorian to disclose the identity of any user believed to be in violation of this Agreement.
By accepting this Agreement, you waive all rights and agree to hold Last Praetorian harmless from any claims resulting from any action taken by Last Praetorian during or because of its investigations or from any actions taken as a consequence of investigations by either Last Praetorian or law enforcement authorities.
17. Legal Compliance
By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
18. Third-Party Beneficiary
You acknowledge and agree that the Third-Party Platforms are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, any of the foregoing third parties will have the right (and will be deemed to have accepted the right) to enforce this Agreement as a third party beneficiary.
19. Governing Law; Mediation; Jurisdiction
The Agreement, and all future agreements you enter into with Last Praetorian, unless otherwise indicated on such other agreement, will be governed by the laws of the State of California. This is the case regardless of whether you reside or transact business with Last Praetorian, or any of its affiliates or agents, in the State of California or elsewhere. Unless a dispute would be governed by the terms of Section 20 below, you agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Los Angeles, California, USA.
For EU users only: In the event of a dispute relating to the interpretation, performance, or validity of this Agreement, an amicable solution can be sought before any legal action. You can file your complaint with Last Praetorian by sending a message via email to contact@lastpraetorianinteractive.com. In case of failure, you can, within one year of the failed request, have recourse to an Alternative Dispute Resolution procedure by filing an online complaint on the European Commission’s Online Dispute Resolution website: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage. If out-ofcourt dispute resolutions fail, the dispute may be brought before the competent courts.
20. Binding Arbitration
Any dispute or claim relating in any way to your use of the Service (each, a “Claim”) will be resolved by binding arbitration, rather than in court (except that you may assert claims in small-claims court if your claims qualify). You agree that each Claim must be brought individually.
YOU AND LAST PRAETORIAN AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION MAY BE JOINED WITH ANY OTHER ARBITRATION.
The Federal Arbitration Act and federal arbitration law apply to this Agreement and this binding
arbitration clause.
Arbitration is a process with no judge or jury – an arbitrator will review the arguments in the dispute
and award damages and other relief just like a court would. The arbitrator must follow this Agreement
as a court otherwise would. Court review of the arbitration award is limited under the Federal
Arbitration Act.
To start an arbitration, you must send an email to contact@lastpraetorianinteractive.com describing
your Claim and requesting arbitration, or we may do the same by sending a written notice requesting
arbitration to your address. The proceedings will be conducted through JAMS, using their Streamlined
Arbitration Rules and Procedures. You can view these rules at jamsadr.com or by calling 800-352-
5267. The payment of the initial filing fees will be made by the party filing the Claim, and any other
filing and other fees will be apportioned as directed by the JAMS rules. The arbitration will take place
in Los Angeles, California, USA, unless the Parties agree to video, phone, or internet connection
appearances.
Except as otherwise set forth below, you may seek any remedies available to you under federal, state or
local laws in an arbitration action. As part of the arbitration, both you and Last Praetorian will have the
opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator
will provide a written statement of the arbitrator’s decision regarding the Claim, the award given
(including any attorneys’ fees and costs awarded), and the arbitrator’s findings and conclusions on
which the arbitrator’s decision is based.
Notwithstanding the terms of this Section, either of us may bring a lawsuit in court for equitable relief,
for any misuse or infringement of intellectual property rights, or for any Claim related to, or arising
from, allegations of theft, piracy, invasion of privacy, or unauthorized use of the Service.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND
LAST PRAETORIAN WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
You and Last Praetorian agree that if any portion this Section is found illegal or unenforceable, that
portion will be severed and the remainder of the Section will be given full force and effect.
21. Miscellaneous Terms
21.1. Agreement Revisions. This Agreement may only be revised in writing by Last Praetorian, or by Last Praetorian’s publication of a new version on the Service.
21.2. Force Majeure. Last Praetorian is not liable for any delay or failure to perform resulting from causes outside the reasonable control of Last Praetorian, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Last Praetorian’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or
military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
21.3. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Last Praetorian because of this Agreement or your use of the Service.
21.4. Assignment. Last Praetorian may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without Last Praetorian’s prior written consent, and any unauthorized assignment by you will be null and void.
21.5. Severability. If any part of this Agreement is determined to be void, invalid or unenforceable, then that portion will be severed, and the remainder of the Agreement will be given full force and effect.
21.6. Attorneys’ Fees. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
21.7. No Waiver. Our failure to enforce any provision of this Agreement will in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
21.8. Equitable Remedies. You hereby agree that Last Praetorian would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
21.9. Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and Last Praetorian with respect to the Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and Last Praetorian with respect to the Service.