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Fear No Evil Games End User License Agreement
PLEASE READ THIS END USER LICENSE AGREEMENT (THE “EULA”) CAREFULLY BEFORE DOWNLOADING, ACCESSING, INSTALLING, OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY OR ON BEHALF OF FEAR NO EVIL GAMES LLC (“FEAR NO EVIL GAMES,” “US,” “WE,” OR “OUR”).
By entering into this EULA and/or by downloading, accessing, installing, or otherwise using the Software, you expressly acknowledge that you (“USER,” “YOU,” OR “YOUR”) have read, understood, agree, and are authorized to be bound by this EULA, which constitutes a legally binding agreement between you and Fear No Evil Games. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of this EULA, at any time, by posting changes to this page. Your continued access to or use of the Software after such posting confirms your consent to be bound by this EULA, as amended. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA, YOU MAY NOT USE THE SOFTWARE.
PLEASE TAKE SPECIAL NOTICE THAT THIS EULA CONTAINS A BINDING ARBITRATION PROVISION THAT INCLUDES A JURY TRIAL WAIVER AND CLASS ACTION WAIVER, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE FOR ANY DISPUTES.
Our Privacy Notice describes our practices concerning personal information that you provide or that we may collect in connection with your use of the Software, and by accepting this EULA, you consent to our collection, use, disclosure, and transfer of personal information in compliance with our Privacy Notice. Your use of the Software is subject to all additional terms, policies, rules, or guidelines of the Software that we may post or provide (the “Additional Terms”). All Additional Terms are incorporated by reference into, and made a part of, this EULA.
Definitions
“Documentation” means the documentation that Fear No Evil Games may make generally available to its users and any other documentation made available to you in any form related to the Software.
“Effective Date” means the date on which the Software is first made available to you.
“IP Rights” means all patent, copyright, trademark, trade secret, rights in know-how, designs, and other proprietary and intellectual property rights recognized in any jurisdiction worldwide, including moral rights.
“Law” means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, or local government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“License Term” means the license term for the Software, which shall be perpetual unless otherwise agreed to.
“Materials” means the Software, Documentation, and any and all other information, documents, content, or materials that are provided or used by Fear No Evil Games in connection with the Software, including without limitation, any information, data, or other content derived from Fear No Evil Games’ monitoring of User’s access to or use of the Software.
“Software” means the Fear No Evil Games product(s) provided in connection with this EULA, including any Updates and/or added functionality.
“Updates” means any maintenance releases, bug fixes, and minor updates to User’s current version of the Software.
“Usage Data” means any anonymized and aggregated data that is derived from your use of the Software that in no way identifies or refers to you, and any statistical or other analysis, information, or data based on or derived from the foregoing.
“User Systems” means your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks (including Internet access), whether operated directly by you or through the use of third-party services.
License Grant and Restrictions
Grant of License. Subject to the terms and conditions of this EULA, we hereby grant to you a non-transferable, non-sublicensable, non-exclusive license to access the Software solely in accordance with this EULA for your personal, non-commercial purposes.
Restrictions. You may only access or use the Materials as expressly permitted by this EULA and shall not, and shall not permit any other party to: (a) decompile, disassemble, or otherwise reverse engineer the Software; (b) distribute, sell, sublicense, rent, lease, or otherwise commercially exploit (except as expressly agreed to by us) or make available the Materials to any third party or use the Software for service bureau or time-sharing purposes; (c) remove, delete, or alter any copyright, trademark, patent, or other IP Rights notices from the Materials; (d) copy (except as expressly permitted in this EULA), modify, create derivative works or improvements of any part of the Materials, or incorporate the Software into or with other software, except to the extent expressly authorized in writing by us; (e) input, upload, transmit, or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, malware, or other malicious computer code; (f) access or use the Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any third party, or that violates any Law; (g) access or use the Materials for purposes of competitive analysis of the Software, the development, provision, or use of a competing software service or product, or any other purpose that is to our detriment or commercial disadvantage; or (h) remove, circumvent, disable, damage, or otherwise interfere with or disrupt the integrity or performance of the Software or any security-related features therein.
User Obligations
Cooperation. You shall at all times during the License Term provide all reasonable cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with this EULA. You acknowledges and agrees that proper functioning of the Software is dependent on your implementation and use of the User Systems, including those specified by us. We are not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this EULA.
Corrective Action and Notice. If you become aware of any actual or threatened activity prohibited by Section 2.3, you shall immediately: (a) take all reasonable and lawful measures that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Materials and permanently erasing from your systems and destroying any data to which any third party has gained unauthorized access); and (b) notify us of any such actual or threatened activity.
User Content. You are solely responsible for the accuracy, content, and legality of all content you upload or provide to us. You hereby grants to us a non-exclusive, worldwide, fully paid, royalty-free, right and license to download, receive, collect, access, modify, copy, store, retain, and otherwise use your content in order to provide and support the Software in accordance with this EULA, and to develop, improve, and provide products and services that are ancillary to the Software.
Compliance with Laws. You acknowledge that the Software may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. You shall not, and shall not allow any third party to, remove or export from the United States or allow the export or re-export the Software in violation of any export or import restrictions, laws, or regulations of any United States or foreign agency or authority. You agree to the foregoing and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. You are responsible for complying with all Laws in your use of the Materials.
Software Installation and Updates
Installation. We will make available the Software and Documentation for download on your hardware in electronic form. You may copy and install on your hardware the number of copies of the Software for which you have paid.
Software Updates and Maintenance. Any Updates will install automatically when you are connected to the Internet and all necessary User Systems are functioning. We have and will retain sole control over the operation, provision, maintenance, and management of the Software.
Proprietary Rights
Fear No Evil Games IP. We own all rights, title, and interest in and to: (a) our logos and trademarks and all product names associated with the Materials; (b) the Materials and all derivative works thereof; (c) the Usage Data; (d) any other documents, user interfaces, technology, know-how, trade secrets, designs, inventions, and other tangible or intangible technical material or information used to provide the Materials, and/or conceived, inferred, or developed as part of the Materials; and (e) all IP Rights in the foregoing (collectively, the “Fear No Evil Games IP”). Except as expressly set forth in this EULA, no license or other rights in the Fear No Evil Games IP are granted to you, and all such rights are hereby expressly reserved.
Feedback. By submitting any Feedback, you hereby assign to us all right, title, and interest in and to the Feedback. For purposes of this EULA, “Feedback” means any comments, feedback, potential errors and improvements, reports, and ideas about the Software that you may provide to us. All results and findings relating to the performance of the Software will be deemed our confidential information.
Warranty Disclaimer
THE MATERIALS ARE PROVIDED “AS IS.” WE DO NOT MAKE ANY OTHER WARRANTIES, CONDITIONS, OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE MAKE NO WARRANTY: (a) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (b) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE; (c) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE; (d) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; AND (e) REGARDING THE RESULTS OR OUTPUT OF THE SOFTWARE.
Indemnification
You agree to defend, indemnify, and hold harmless us and our subsidiaries, affiliates, officers, directors, agents, and employees from and against any claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), in any way related to your access to or use of the Software, your content, your use or provision of any third-party software or services in connection with the Software, or your breach of any of this EULA. If we request that you defend a claim, you will not agree to any settlement without our prior written consent, and we will have the right to participate, at our own expense, in the defense of any claim with counsel of our own choosing (including in-house counsel).
Limitations of Liabilities
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, OUR TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SOFTWARE FOR ANY REASON WHATSOEVER WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY; OR (II) ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT. IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.
Dispute Resolution
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration. Except as expressly set forth herein, any dispute, claim, or controversy (each, a “Claim”) arising out of or relating to this EULA will be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Consumer Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this EULA, including, but not limited to any Claim that all or any part of this EULA is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The procedures and rules of the Federal Arbitration Act, 9 U.S.C. § 1, et seq. shall exclusively govern the interpretation and enforcement of any arbitration. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. Each party acknowledges and agrees to waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, each party retains the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. In addition to the severability provisions set forth above, in the event that any portion of this arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arising out of or relating to this EULA or the Software must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties specifically exclude from application to this EULA the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
DMCA Copyright Policy
We operate the Software in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act of 1998 (the “DMCA”). It is our policy to promptly process and investigate notices of alleged copyright infringement and take appropriate actions under the DMCA and other applicable intellectual property laws. The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must do the following:
Identify the copyrighted work that allegedly has been infringed;
Describe the material that is claimed to be infringing and provide sufficient information to permit us to locate that material;
Provide your contact information, including an address, telephone number, and, if available, email address;
Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner's agent, or law;
Certify that the information that you have provided us is accurate. The complainant should attest under penalty of perjury that the complainant is authorized to enforce the copyrights that have allegedly been infringed; and
Include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.
Before the complainant alleges an infringement, complainant should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information at: http://www.copyright.gov/circs/circ01.pdf, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of your copyrighted work.
We expect all Users to comply with applicable copyright laws. However, if we are notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, we will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. We will follow the procedures outlined in the DMCA with regard to appropriate notifications of the User and the complaining party, acceptance of counter notifications, and, where indicated, "putback" of the alleged infringing material. You may review the DMCA at: http://www.loc.gov/copyright/legislation/dmca.pdf.
Where it has been clearly established that a User is a repeat offender, we may, in our sole discretion, terminate that User’s access to the Software. If you believe that your copyrighted work is being infringed on the Software, please notify our designated agent at the email address below.
Miscellaneous
Except as provided above, this EULA will be governed by the laws of the State of Pennsylvania, without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Chester County, Pennsylvania for the purpose of litigating any dispute. You may not assign or transfer this EULA or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this EULA at any time without notice or consent. If any portion of this EULA is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of this EULA. No waiver by us of any breach or default of this EULA will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. This EULA represents the complete agreement between us and you regarding the subject matter set forth herein and supersedes all prior agreements and representations between us and you. By entering into this EULA or using the Software, you agree to receive communications from us, including e-mails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing. Any notification by you to us must be sent to the contact email address provided. Please contact STEAM with any questions at help.steampowered.com.
PLEASE READ THIS END USER LICENSE AGREEMENT (THE “EULA”) CAREFULLY BEFORE DOWNLOADING, ACCESSING, INSTALLING, OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY OR ON BEHALF OF FEAR NO EVIL GAMES LLC (“FEAR NO EVIL GAMES,” “US,” “WE,” OR “OUR”).
By entering into this EULA and/or by downloading, accessing, installing, or otherwise using the Software, you expressly acknowledge that you (“USER,” “YOU,” OR “YOUR”) have read, understood, agree, and are authorized to be bound by this EULA, which constitutes a legally binding agreement between you and Fear No Evil Games. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of this EULA, at any time, by posting changes to this page. Your continued access to or use of the Software after such posting confirms your consent to be bound by this EULA, as amended. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA, YOU MAY NOT USE THE SOFTWARE.
PLEASE TAKE SPECIAL NOTICE THAT THIS EULA CONTAINS A BINDING ARBITRATION PROVISION THAT INCLUDES A JURY TRIAL WAIVER AND CLASS ACTION WAIVER, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE FOR ANY DISPUTES.
Our Privacy Notice describes our practices concerning personal information that you provide or that we may collect in connection with your use of the Software, and by accepting this EULA, you consent to our collection, use, disclosure, and transfer of personal information in compliance with our Privacy Notice. Your use of the Software is subject to all additional terms, policies, rules, or guidelines of the Software that we may post or provide (the “Additional Terms”). All Additional Terms are incorporated by reference into, and made a part of, this EULA.
Definitions
“Documentation” means the documentation that Fear No Evil Games may make generally available to its users and any other documentation made available to you in any form related to the Software.
“Effective Date” means the date on which the Software is first made available to you.
“IP Rights” means all patent, copyright, trademark, trade secret, rights in know-how, designs, and other proprietary and intellectual property rights recognized in any jurisdiction worldwide, including moral rights.
“Law” means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, or local government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“License Term” means the license term for the Software, which shall be perpetual unless otherwise agreed to.
“Materials” means the Software, Documentation, and any and all other information, documents, content, or materials that are provided or used by Fear No Evil Games in connection with the Software, including without limitation, any information, data, or other content derived from Fear No Evil Games’ monitoring of User’s access to or use of the Software.
“Software” means the Fear No Evil Games product(s) provided in connection with this EULA, including any Updates and/or added functionality.
“Updates” means any maintenance releases, bug fixes, and minor updates to User’s current version of the Software.
“Usage Data” means any anonymized and aggregated data that is derived from your use of the Software that in no way identifies or refers to you, and any statistical or other analysis, information, or data based on or derived from the foregoing.
“User Systems” means your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks (including Internet access), whether operated directly by you or through the use of third-party services.
License Grant and Restrictions
Grant of License. Subject to the terms and conditions of this EULA, we hereby grant to you a non-transferable, non-sublicensable, non-exclusive license to access the Software solely in accordance with this EULA for your personal, non-commercial purposes.
Restrictions. You may only access or use the Materials as expressly permitted by this EULA and shall not, and shall not permit any other party to: (a) decompile, disassemble, or otherwise reverse engineer the Software; (b) distribute, sell, sublicense, rent, lease, or otherwise commercially exploit (except as expressly agreed to by us) or make available the Materials to any third party or use the Software for service bureau or time-sharing purposes; (c) remove, delete, or alter any copyright, trademark, patent, or other IP Rights notices from the Materials; (d) copy (except as expressly permitted in this EULA), modify, create derivative works or improvements of any part of the Materials, or incorporate the Software into or with other software, except to the extent expressly authorized in writing by us; (e) input, upload, transmit, or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, malware, or other malicious computer code; (f) access or use the Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any third party, or that violates any Law; (g) access or use the Materials for purposes of competitive analysis of the Software, the development, provision, or use of a competing software service or product, or any other purpose that is to our detriment or commercial disadvantage; or (h) remove, circumvent, disable, damage, or otherwise interfere with or disrupt the integrity or performance of the Software or any security-related features therein.
User Obligations
Cooperation. You shall at all times during the License Term provide all reasonable cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with this EULA. You acknowledges and agrees that proper functioning of the Software is dependent on your implementation and use of the User Systems, including those specified by us. We are not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this EULA.
Corrective Action and Notice. If you become aware of any actual or threatened activity prohibited by Section 2.3, you shall immediately: (a) take all reasonable and lawful measures that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Materials and permanently erasing from your systems and destroying any data to which any third party has gained unauthorized access); and (b) notify us of any such actual or threatened activity.
User Content. You are solely responsible for the accuracy, content, and legality of all content you upload or provide to us. You hereby grants to us a non-exclusive, worldwide, fully paid, royalty-free, right and license to download, receive, collect, access, modify, copy, store, retain, and otherwise use your content in order to provide and support the Software in accordance with this EULA, and to develop, improve, and provide products and services that are ancillary to the Software.
Compliance with Laws. You acknowledge that the Software may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. You shall not, and shall not allow any third party to, remove or export from the United States or allow the export or re-export the Software in violation of any export or import restrictions, laws, or regulations of any United States or foreign agency or authority. You agree to the foregoing and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. You are responsible for complying with all Laws in your use of the Materials.
Software Installation and Updates
Installation. We will make available the Software and Documentation for download on your hardware in electronic form. You may copy and install on your hardware the number of copies of the Software for which you have paid.
Software Updates and Maintenance. Any Updates will install automatically when you are connected to the Internet and all necessary User Systems are functioning. We have and will retain sole control over the operation, provision, maintenance, and management of the Software.
Proprietary Rights
Fear No Evil Games IP. We own all rights, title, and interest in and to: (a) our logos and trademarks and all product names associated with the Materials; (b) the Materials and all derivative works thereof; (c) the Usage Data; (d) any other documents, user interfaces, technology, know-how, trade secrets, designs, inventions, and other tangible or intangible technical material or information used to provide the Materials, and/or conceived, inferred, or developed as part of the Materials; and (e) all IP Rights in the foregoing (collectively, the “Fear No Evil Games IP”). Except as expressly set forth in this EULA, no license or other rights in the Fear No Evil Games IP are granted to you, and all such rights are hereby expressly reserved.
Feedback. By submitting any Feedback, you hereby assign to us all right, title, and interest in and to the Feedback. For purposes of this EULA, “Feedback” means any comments, feedback, potential errors and improvements, reports, and ideas about the Software that you may provide to us. All results and findings relating to the performance of the Software will be deemed our confidential information.
Warranty Disclaimer
THE MATERIALS ARE PROVIDED “AS IS.” WE DO NOT MAKE ANY OTHER WARRANTIES, CONDITIONS, OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE MAKE NO WARRANTY: (a) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (b) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE; (c) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE; (d) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; AND (e) REGARDING THE RESULTS OR OUTPUT OF THE SOFTWARE.
Indemnification
You agree to defend, indemnify, and hold harmless us and our subsidiaries, affiliates, officers, directors, agents, and employees from and against any claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), in any way related to your access to or use of the Software, your content, your use or provision of any third-party software or services in connection with the Software, or your breach of any of this EULA. If we request that you defend a claim, you will not agree to any settlement without our prior written consent, and we will have the right to participate, at our own expense, in the defense of any claim with counsel of our own choosing (including in-house counsel).
Limitations of Liabilities
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, OUR TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SOFTWARE FOR ANY REASON WHATSOEVER WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY; OR (II) ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT. IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.
Dispute Resolution
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration. Except as expressly set forth herein, any dispute, claim, or controversy (each, a “Claim”) arising out of or relating to this EULA will be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Consumer Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this EULA, including, but not limited to any Claim that all or any part of this EULA is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The procedures and rules of the Federal Arbitration Act, 9 U.S.C. § 1, et seq. shall exclusively govern the interpretation and enforcement of any arbitration. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. Each party acknowledges and agrees to waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, each party retains the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. In addition to the severability provisions set forth above, in the event that any portion of this arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arising out of or relating to this EULA or the Software must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties specifically exclude from application to this EULA the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
DMCA Copyright Policy
We operate the Software in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act of 1998 (the “DMCA”). It is our policy to promptly process and investigate notices of alleged copyright infringement and take appropriate actions under the DMCA and other applicable intellectual property laws. The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must do the following:
Identify the copyrighted work that allegedly has been infringed;
Describe the material that is claimed to be infringing and provide sufficient information to permit us to locate that material;
Provide your contact information, including an address, telephone number, and, if available, email address;
Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner's agent, or law;
Certify that the information that you have provided us is accurate. The complainant should attest under penalty of perjury that the complainant is authorized to enforce the copyrights that have allegedly been infringed; and
Include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.
Before the complainant alleges an infringement, complainant should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information at: http://www.copyright.gov/circs/circ01.pdf, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of your copyrighted work.
We expect all Users to comply with applicable copyright laws. However, if we are notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, we will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. We will follow the procedures outlined in the DMCA with regard to appropriate notifications of the User and the complaining party, acceptance of counter notifications, and, where indicated, "putback" of the alleged infringing material. You may review the DMCA at: http://www.loc.gov/copyright/legislation/dmca.pdf.
Where it has been clearly established that a User is a repeat offender, we may, in our sole discretion, terminate that User’s access to the Software. If you believe that your copyrighted work is being infringed on the Software, please notify our designated agent at the email address below.
Miscellaneous
Except as provided above, this EULA will be governed by the laws of the State of Pennsylvania, without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Chester County, Pennsylvania for the purpose of litigating any dispute. You may not assign or transfer this EULA or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this EULA at any time without notice or consent. If any portion of this EULA is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of this EULA. No waiver by us of any breach or default of this EULA will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. This EULA represents the complete agreement between us and you regarding the subject matter set forth herein and supersedes all prior agreements and representations between us and you. By entering into this EULA or using the Software, you agree to receive communications from us, including e-mails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing. Any notification by you to us must be sent to the contact email address provided. Please contact STEAM with any questions at help.steampowered.com.