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End user license agreement
Please read this EULA carefully, as it sets out the basis upon which DJ ACEMETRICAL LLC (“we” or “us”) licenses the Game to you for use.
Before use the Game or download it (from our website or the platform of one of our appointed distribution partners), you will be asked to give your express agreement to the provisions of this EULA.
By agreeing to be bound by this EULA, you warrant to us that you are at least 13 years of age; if you are not, you must not use the Game.
WARNING: The light patterns in some video games may trigger epileptic seizures or blackouts in a very small number of individuals. If you have an epileptic condition, you should consult a medical professional before playing the Game. If you experience dizziness, muscle twitching, changes to vision, disorientation, seizures, convulsions and/or any involuntary movements while playing the Game, you should immediately stop playing and consult a medical professional.
1. Definitions
1.1 In this EULA, except to the extent expressly provided otherwise:
"Charges" means the charges payable by you to us under or in relation to this EULA, which may include the purchase price of the Game;
"Distribution Platform" means any digital distribution platform operated by a third party (such as Steam) where you lawfully downloaded the Game;
"Distribution Platform Terms and Conditions" means the terms and conditions of the Distribution Platform that set out your rights and/or obligations with respect to the Distribution Platform;
"DLC" means any downloadable or other supplemental content for the Game made available by us to you;
"Documentation" means any documentation for the Game;
"Effective Date" means the date you accepted this EULA, whether by downloading or using the game;
"EULA" means this end user license agreement, including any amendments;
"Feedback" means any feedback, advice or suggestions related to the Game that you provide by email or through online forums;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
"Game" means Halved, as modified, patched, updated and upgraded from time to time by us, including any DLC;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Mods" means modifications you create to the Game which may include textures, models, items, levels, overhauls, art mods, user interface mods and total conversions;
"Online Services" means the software-based services provided by us via the internet and designed for use with the Game;
"Support Services" means support in relation to the use of the Game and the identification and resolution of bugs and other errors in the Game;
"Term" means the term of this EULA, commencing in accordance with Section 2.1 and ending in accordance with Section 2.2;
"Update" means a hotfix, patch or version update (minor or major) to the Game;
"User" means you;
"User Communications" means any text, voice or other communications sent or transmitted by you to any other user of the Game through the Game;
"User Content" means all works and materials (including text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to Game; and
"User Creations" means screenshots, audio recordings and video footage created by you that reproduce content from the Game, together with any derivative works of such screenshots, audio recordings and video footage created by you (such as memes, reviews, game guides, Let's Play videos and livestreams).
2. Term
2.1 This EULA shall come into force upon the Effective Date (above).
2.2 This EULA shall continue in force indefinitely, subject to termination in accordance with Section 19 or any other provision of this EULA.
3. License
3.1 We hereby grant you a worldwide, non-exclusive, non-transferable license to:
(a) install a copy of the Game on your device;
(b) use a single instance of the Game on your device in accordance with the Documentation;
(c) download and view the Documentation on your device; and
(d) create, store and maintain up to 2 backup copies of the Game,
all for your personal use and subject to the limitations and exclusions set out and referred to in this Section 3. This license is granted subject to your payment of the licensing fees to us or the Distribution Platform.
3.2 You may permit your friends and family members to use your installation of the Game on your device in accordance with the Documentation but you must not allow any other person or persons to use the Game.
3.3 Your license is subject to the following restrictions:
(a) you may not sell, resell, rent, lease, loan, license, sub-license, gift, supply, transfer, publish, distribute or redistribute the Game;
(b) you may not make the Game available for download or access by others;
(c) you may not commercially exploit the Game or use the Game to provide any service (including using the Game at an internet cafe or computer gaming center);
(d) you may not use the Game in connection with any marketing, advertising or promotional activity;
(e) you may not modify, alter, edit, adapt or create derivative works of the Game;
(f) you may not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Game;
(g) you may not delete, remove, disable or circumvent any security protection measures or proprietary notices in or associated with the Game; and
(h) you may not import or export the Game, or otherwise use the Game, in contravention of any applicable laws,
save to the extent expressly permitted by this EULA or permitted by applicable law on a non-excludable basis. The prohibitions in this Section 3.3 relating to the Game shall apply equally to the Documentation.
3.4 You acknowledge that the use of the Game and the exercise of your rights under this EULA may require the use of an activation code or key, and further that:
(a) you are responsible for securely storing the activation code or key; and
(b) we have no obligation to replace a lost, stolen or corrupted activation code or key.
3.5 You acknowledge that the use of the Game is subject to your agreement to the commercial and open-source licenses set out or referred to in Schedule 2 (Third party licenses); and by agreeing to this EULA, you agrees to those documents.
4. Online Services
4.1 The Game (or its features) is designed to be used in conjunction with the Online Services; and you acknowledge that the Game will not function properly in the absence of access to the Online Services.
4.2 You are responsible for arranging and maintaining an internet connection sufficient for access to the Online Services, and for paying all associated fees.
4.3 You must pay all subscription Charges specified on our website from time to time for access to the Online Services. If you fail to do so, you will not have access to the Online Services.
4.4 We shall use reasonable endeavors to maintain the availability of the Online Services during the relevant period, but do not guarantee 100% availability. In particular, the Online Services may be unavailable as a result of Updates, scheduled maintenance, emergency maintenance, unanticipated resource requirements, hardware failures, software failures, service provider failures or Force Majeure Events.
4.5 You must ensure that your use of the Online Services is not excessive (including with respect to bandwidth, processor utilization and storage) and does not have a material negative effect upon the use of the Online Services by others.
4.6 The provisions of Section 5 relating to the Game shall apply equally to the Online Services; and, accordingly, references in those provisions to the Game shall be interpreted to include a reference to the Online Services.
4.7 We reserve the right to refuse to renew the Online Services or, by giving at least 30 days' prior written notice to you, to terminate the Online Services.
5. Acceptable use
5.1 You must not use the Game in any of the following ways:
(a) in any way that causes or may cause damage to the Game or to any other of our games, products or services;
(b) in any way that causes or may cause impairment of the performance, availability or accessibility of the Game or any other of our games, products or services;
(c) in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(d) to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
(e) to conduct any systematic or automated data collection activities (including scraping, data mining, data extraction and data harvesting);
(f) by means of any software not authorized; or
(g) by any automated means.
5.2 You must not, when using the Game:
(a) harass, antagonize, insult or ridicule any player or group of players;
(b) discriminate against any player on the basis of race, ethnicity, nationality, sex, gender, sexual orientation, religion, age, disability or any legally-protected criteria;
(c) engage in social engineering, including manipulating any player to disclose confidential or personal information;
(d) spam or flood any Game communications channels with any irrelevant, duplicate or low-quality content or messages;
(e) publicly name or otherwise reveal the identity of any other player;
(f) engage in any scamming, fraudulent conduct or deceptive conduct;
(g) abandon or exit the Game by any means other than the Game functionality where such abandonment or exit is liable to negatively affect another player's enjoyment of the Game; or
(h) otherwise take any action that is liable to negatively affect other players' enjoyment of the Game.
5.3 You must not cheat when playing the Game or otherwise in relation to the Game.
5.4 Without prejudice to Section 5.3, you may not:
(a) edit Game software code or Game data held in memory;
(b) buy, sell or transfer any Game account;
(c) take unfair advantage of errors in the Game design or bugs in the Game software code to the detriment of any other player of the Game;
(d) access the Game using any other person's account or allow any other person to access the Game using your account (except to the extent expressly permitted in this EULA); or
(e) use any software or software-based services to give any player an unfair advantage in the Game.
5.5 Cheat detection software may be included with or as part of the Game, and you may not remove, disable or otherwise tamper with that cheat detection software.
5.6 If you breache this Section 5, the Game's cheat-detection software determines that this Section 5 has been breached by you or we reasonably believe that you have breached this Section 5, we may:
(a) ban or block you or suspend your access to the Game;
(b) edit, alter or amend your in-Game assets; and/or
(c) terminate this EULA.
5.7 You may not evade or circumvent, or attempt to evade or circumvent, any ban, block or suspension instituted by us in relation to the Game.
6. User Content
6.1 Nothing in this EULA shall transfer ownership of any Intellectual Property Rights in the User Content from you to us.
6.2 You grant to us a worldwide, non-exclusive, royalty-free and irrevocable license to copy, store, adapt, edit, publish, unpublish, delete, translate, distribute and otherwise use the User Content for the purposes of marketing, advertising, promoting, publicizing, managing, enhancing, improving and/or supplementing the Game.
6.3 You grant to us the right to sub-license the rights licensed under Section 6.2.
6.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 6.2.
6.5 You hereby waive all of your moral rights in the User Content to the maximum extent permitted by applicable law.
6.6 You must ensure that the User Content is not illegal or unlawful, does not infringe any person's legal rights, and is not capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
6.7 You must ensure that the User Content, and its use by us in accordance with the licenses set out in this EULA, does not:
(a) constitute a libel or malicious falsehood;
(b) constitute an obscenity or indecency;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute in an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) constitute a contempt of any court, or be in breach of any court order;
(h) breach any racial or religious hatred or discrimination legislation;
(i) constitute blasphemy;
(j) breach official secrets legislation;
(k) breach any contractual obligation owed to any person;
(l) depict or promote self-harm;
(m) depict or promote violence in an explicit, graphic or gratuitous manner;
(n) depict nudity;
(o) constitute pornography, or contain lewd, suggestive or sexually explicit material;
(p) contain any untrue, false, inaccurate or misleading material;
(q) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(r) contain any offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory material; or
(s) cause annoyance, inconvenience or needless anxiety to any person.
6.8 You shall ensure that the User Content is appropriate for all persons who have access to or are likely to access the User Content in question.
6.9 You shall ensure that the User Content is appropriate, civil and tasteful, and accords with generally accepted standards of etiquette and behavior in video games published by us.
6.10 You shall ensure that the User Content does not link to any website, web page or other resource consisting of or containing material that would, if it were User Content, breach the provisions of this EULA.
6.11 You shall ensure that the User Content must not include any material that is or has ever been the subject of any threatened or actual legal proceedings or any similar complaint.
6.12 You shall ensure that the User Content does not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice.
6.13 You shall ensure that the User Content does not constitute or contain spam - which for these purposes shall include all unlawful commercial communications, bulk commercial communications and unsolicited commercial communications.
7. User Creations
7.1 The provisions of this EULA relating to User Content shall not apply to User Creations, save to the extent expressly provided otherwise in this Section 7.
7.2 Subject to Section 14.2, you retain ownership of all Intellectual Property Rights in those works and materials comprised in the User Creations to the extent that they are your original creative work.
7.3 We hereby grant to you a worldwide, non-exclusive, non-transferable license to:
(a) during the Term only, create User Creations in accordance with the content creation guidelines published on our website from time to time; and
(b) publish those User Creations by means of any reputable content distribution platform,
subject to the other provisions of this EULA.
7.4 You must not sell, resell, rent, lease, loan, license, sub-license, gift, supply, transfer, publish, distribute or redistribute the User Creations, except as expressly permitted by this EULA.
7.5 You must not earn or seek to earn money from the User Creations and must not exploit the User Creations for any commercial purpose, providing that this shall not prevent you from earning money from advertising published on reputable content sharing platforms or on your own website; nor shall it prevent you from earning money from subscriptions to channels on reputable content-sharing platforms featuring User Creations.
7.6 You must not use the User Creations in any way that is likely to have a material negative effect upon our reputation or goodwill or of the Game.
7.7 You must ensure that the User Creations comply with the provisions of Section 6 as if they were User Content.
7.8 You must incorporate and retain a copyright notice and authorship credit on each of the User Creations, in such form as we may publish on our website from time to time.
7.9 We may terminate the license granted to you in this Section 7 at any time in our sole discretion by giving you written notice of termination.
8. User Communications
8.1 Notwithstanding that the User Communications form part of the User Content, the User Communications shall be licensed to us in accordance with this Section 8 rather than the licensing provisions of Section 6.
8.2 You grant to us a worldwide, non-exclusive, royalty-free and irrevocable license to copy, store, translate, communicate and otherwise use your User Communications for the purposes of providing, monitoring and administering the Online Services.
8.3 We may monitor, filter, block, record, remove, delete and/or retain any or all User Communications, whether or not the relevant User Communications breach the provisions of this EULA.
8.4 You acknowledge that we are not responsible for communications sent by other users of the Game.
8.5 You acknowledge that User Communications are not private.
8.6 You acknowledge that User Communications may be subject to profanity filters.
9. Mods
9.1 The provisions of this EULA relating to User Content shall not apply to Mods, save to the extent expressly provided otherwise in this Section 9.
9.2 Subject to Section 14.2, you shall retain ownership of all Intellectual Property Rights in those works and materials comprised in the Mods to the extent that they are your original creative work.
9.3 We hereby grant to you a worldwide, non-exclusive, non-transferable license to:
(a) during the Term only, create Mods by means of the Editing Tools for use in conjunction with the Game; and
(b) publish and distribute those Mods via the Mod Distribution Channels,
subject to the other provisions of this EULA.
9.4 You must not sell, offer for sale, rent, lease, license, sub-license, distribute or publish Mods, except as expressly permitted by this EULA.
9.5 You must not earn or seek to earn money from the Mods and must not exploit Mods for any commercial purpose, providing that this shall not prevent you from earning money from advertising published on the Mod Distribution Channels or on your website.
9.6 You acknowledges that we are not responsible for mods created by other users of the Game.
9.7 You must ensure that:
(a) the Mods;
(b) all works and materials comprised in or accessible by means of the Mods; and
(c) all works and materials created or used by you for the purpose of promoting the Mods,
comply with the provisions of Section 6 as if those works and materials were User Content.
9.8 You must incorporate and retain a copyright notice and authorship credit on each Mod, in such form as we may publish on our website from time to time.
9.9 We may terminate the licenses granted by us to you and set out in this Section 9 at any time in its sole discretion by giving to you written notice of termination.
10. Feedback
10.1 You may from time to time provide Feedback to us.
10.2 You acknowledge that:
(a) we are not obliged to take account of, implement or otherwise use any Feedback; and
(b) we will not compensate you with respect to any Feedback, whether or not we take account of, implements or otherwise uses that Feedback.
11. Updates
11.1 We may during the Term make available Updates to you, but shall have no obligation to do so.
11.2 You must, if prompted to do so by the Game or by us, apply an Update or Updates before using the Game.
11.3 If you do not apply any Update to the Game, then you shall cease to have any right to use the Game until such time as you do so. You acknowledge that we may use technical measures to enforce this Section 11.3.
11.4 You agrees that we may automatically apply Updates to the Game.
12. Support Services
12.1 We may provide Support Services to you, but shall have no obligation to do so.
12.2 Any Support Services shall be provided remotely and by such means as we may designate.
12.3 YOU ACKNOWLEDGE AND AGREE THAT WE GIVE NO WARRANTIES OR GUARANTEES IN RELATION TO THE OUTCOME OF THE SUPPORT SERVICES AND, IN PARTICULAR, ISSUES IDENTIFIED THROUGH THE SUPPORT SERVICES MAY ONLY BE RESOLVED THROUGH THE APPLICATION OF A FUTURE UPDATE OR, AT OUR DISCRETION, NOT AT ALL.
13. Distribution Platforms
13.1 In addition to this EULA, the Distribution Platform Terms and Conditions may affect your rights, obligations and liabilities in relation to the Game.
13.2 In the event of any conflict between this EULA and the Distribution Platform Terms and Conditions, the provisions of the latter shall take precedence.
13.3 Those provisions of the Distribution Platform Terms and Conditions that impose obligations and/or liabilities on you in relation to the Game excluding those relating to payments are hereby incorporated into this EULA for our benefit, and as such shall be enforceable by us against you.
13.4 For the avoidance of doubt, the following matters shall be governed by the provisions of the Distribution Platform Terms and Conditions: the amounts payable by you in respect of this EULA; the methods of payment to be used by you; and any rights you may have to cancel this EULA and receive any refunds of amounts paid in respect of this EULA.
13.5 You acknowledge that the operator of the Distribution Platform has rights under the Distribution Platform Terms and Conditions which may affect your rights under this EULA. We will not be in breach of this EULA as a result of, and will not be liable to you in respect of:
(a) any act or omission of the Distribution Platform; or
(b) any loss or damage arising out of the Distribution Platform's exercise of its rights under the Distribution Platform Terms and Conditions.
14. Intellectual Property Rights
14.1 Nothing in this EULA shall constitute an assignment or transfer of any of our Intellectual Property Rights.
14.2 Save to the extent expressly provided otherwise in this EULA, all the Intellectual Property Rights and other rights in:
(a) the Game;
(b) the works and materials comprised in the Game; and
(c) any other of our software or services,
are hereby reserved to us and our licensors.
15. Warranties
15.1 You represent and warrant to us that you have the legal right and authority to enter into this EULA and to perform your obligations under this EULA.
15.2 If we reasonably determine, or any third party alleges, that the use of the Game by you in accordance with this EULA infringes any person's Intellectual Property Rights, we may:
(a) modify the Game in such a way that it no longer infringes the relevant Intellectual Property Rights;
(b) procure for you the right to use the Game in accordance with this EULA; or
(c) terminate, without any recourse available to you, this EULA and your right to use the Game.
15.3 EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, WE HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT AND OTHERWISE RELATED TO THE GAME.
16. Acknowledgements and warranty limitations
16.1 You acknowledges that the use of the Game will require computer hardware and software meeting the minimum requirements specified by us. You further acknowledge that, as the Game is updated, those requirements may change and, accordingly, the Game may cease to function on your hardware.
16.2 You acknowledge that complex software is never wholly free from defects, errors and bugs; and WE GIVE NO WARRANTY OR REPRESENTATION THAT THE GAME WILL BE FREE FROM DEFECTS, ERRORS AND BUGS.
16.3 You acknowledge that complex software is never entirely free from security vulnerabilities; and WE GIVE NO WARRANTY OR REPRESENTATION THAT THE GAME WILL BE ENTIRELY SECURE.
17. Indemnity
17.1 You shall indemnify, defend, and hold us harmless against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by us or our licensors arising as a result of:
(a) your use of the Game; or
(b) any breach by you of this EULA.
18. Limitations and exclusions of liability
18.1 Nothing in this EULA will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.
18.2 IN NO EVENT SHALL WE (LICENSOR) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR OTHER EXEMPLARY LOSSES OR DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORESEEABILITY OR THE CAUSE THEREOF.
18.3 EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE (LICENSOR) HAVE ANY RESPONSIBILITY FOR ANY DAMAGES RESULTING FROM BREACH OF THIS AGREEMENT OR RELATING IN ANY WAY TO THE GAME, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE). THIS LIMITATION OF LIABILTY SHALL APPLY EVEN IF IT RESULTS IN YOU HAVING NO REMEDY AT ALL.
19. Termination
19.1 This EULA shall immediately and automatically terminate if you breach this EULA.
20. Effects of termination
20.1 Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Sections 1, 6, 7, 8.1, 8.2, 9, 13, 17, 18, 20, 21.2, 22, 23 and 24.
20.2 Except to the extent expressly provided otherwise in this EULA, the termination of this EULA shall not affect the accrued rights of either party.
20.3 For the avoidance of doubt, all licenses granted to you under this EULA shall terminate upon the termination of this EULA. Accordingly, you must immediately cease to use the Game and all other works and materials licensed to you under this EULA upon the termination of this EULA.
20.4 Within 2 days following the date of effective termination of this EULA, you must irreversibly delete or destroy all copies of the Game and all copies of all other works and materials licensed to you under this EULA in your possession or control.
21. Third party websites
21.1 The Game may include hyperlinks to websites owned and operated by third parties; such hyperlinks are not recommendations.
21.2 We have no control over third party websites, their contents or their handling of personal data, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
22. Equitable relief
22.1 You acknowledge that:
(a) damages or other compensatory payments may not be an adequate remedy for a breach of this EULA by you; and
(b) we shall be entitled to seek injunctive or other equitable relief in relation to any such breach, whether the breach is actual or threatened,
without prejudice to our other rights and remedies.
23. General
23.1 No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.
23.2 If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
23.3 We may vary this EULA by giving to you at least 10 days' prior written notice of the variation or by updating the version of this EULA published on our website or in the Game itself. Your continued use of the Game following any such variation constitutes your acceptance of that variation. Subject to this, this EULA may only be varied by a written document signed by or on behalf of each of the parties.
23.4 You hereby agree that without notice to you, we may assign our contractual rights and obligations under this EULA to any successor to all or a substantial part of our business or of the Game. Save to the extent expressly permitted by applicable law, you may not without our prior written consent assign, transfer or sublicense any of your contractual rights or obligations under this EULA.
23.5 This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
23.6 This EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
23.7 This Agreement shall be governed by and construed in accordance with the internal laws of Florida without giving effect to any choice or conflict of law provision or rule (whether of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of Florida.
23.8 Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of Florida in each case located in the city of Orlando and County of Orange, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
23.9 If any action, suit, or other legal or administrative proceeding is instituted or commenced by us against you (or by you against us) arising out of or related to this Agreement, we shall be entitled to recover our attorneys' fees and court costs from you.
24. Interpretation
24.1 In this EULA, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
24.2 The Section headings do not affect the interpretation of this EULA.
24.3 In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
*****
Please read this EULA carefully, as it sets out the basis upon which DJ ACEMETRICAL LLC (“we” or “us”) licenses the Game to you for use.
Before use the Game or download it (from our website or the platform of one of our appointed distribution partners), you will be asked to give your express agreement to the provisions of this EULA.
By agreeing to be bound by this EULA, you warrant to us that you are at least 13 years of age; if you are not, you must not use the Game.
WARNING: The light patterns in some video games may trigger epileptic seizures or blackouts in a very small number of individuals. If you have an epileptic condition, you should consult a medical professional before playing the Game. If you experience dizziness, muscle twitching, changes to vision, disorientation, seizures, convulsions and/or any involuntary movements while playing the Game, you should immediately stop playing and consult a medical professional.
1. Definitions
1.1 In this EULA, except to the extent expressly provided otherwise:
"Charges" means the charges payable by you to us under or in relation to this EULA, which may include the purchase price of the Game;
"Distribution Platform" means any digital distribution platform operated by a third party (such as Steam) where you lawfully downloaded the Game;
"Distribution Platform Terms and Conditions" means the terms and conditions of the Distribution Platform that set out your rights and/or obligations with respect to the Distribution Platform;
"DLC" means any downloadable or other supplemental content for the Game made available by us to you;
"Documentation" means any documentation for the Game;
"Effective Date" means the date you accepted this EULA, whether by downloading or using the game;
"EULA" means this end user license agreement, including any amendments;
"Feedback" means any feedback, advice or suggestions related to the Game that you provide by email or through online forums;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
"Game" means Halved, as modified, patched, updated and upgraded from time to time by us, including any DLC;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Mods" means modifications you create to the Game which may include textures, models, items, levels, overhauls, art mods, user interface mods and total conversions;
"Online Services" means the software-based services provided by us via the internet and designed for use with the Game;
"Support Services" means support in relation to the use of the Game and the identification and resolution of bugs and other errors in the Game;
"Term" means the term of this EULA, commencing in accordance with Section 2.1 and ending in accordance with Section 2.2;
"Update" means a hotfix, patch or version update (minor or major) to the Game;
"User" means you;
"User Communications" means any text, voice or other communications sent or transmitted by you to any other user of the Game through the Game;
"User Content" means all works and materials (including text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to Game; and
"User Creations" means screenshots, audio recordings and video footage created by you that reproduce content from the Game, together with any derivative works of such screenshots, audio recordings and video footage created by you (such as memes, reviews, game guides, Let's Play videos and livestreams).
2. Term
2.1 This EULA shall come into force upon the Effective Date (above).
2.2 This EULA shall continue in force indefinitely, subject to termination in accordance with Section 19 or any other provision of this EULA.
3. License
3.1 We hereby grant you a worldwide, non-exclusive, non-transferable license to:
(a) install a copy of the Game on your device;
(b) use a single instance of the Game on your device in accordance with the Documentation;
(c) download and view the Documentation on your device; and
(d) create, store and maintain up to 2 backup copies of the Game,
all for your personal use and subject to the limitations and exclusions set out and referred to in this Section 3. This license is granted subject to your payment of the licensing fees to us or the Distribution Platform.
3.2 You may permit your friends and family members to use your installation of the Game on your device in accordance with the Documentation but you must not allow any other person or persons to use the Game.
3.3 Your license is subject to the following restrictions:
(a) you may not sell, resell, rent, lease, loan, license, sub-license, gift, supply, transfer, publish, distribute or redistribute the Game;
(b) you may not make the Game available for download or access by others;
(c) you may not commercially exploit the Game or use the Game to provide any service (including using the Game at an internet cafe or computer gaming center);
(d) you may not use the Game in connection with any marketing, advertising or promotional activity;
(e) you may not modify, alter, edit, adapt or create derivative works of the Game;
(f) you may not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Game;
(g) you may not delete, remove, disable or circumvent any security protection measures or proprietary notices in or associated with the Game; and
(h) you may not import or export the Game, or otherwise use the Game, in contravention of any applicable laws,
save to the extent expressly permitted by this EULA or permitted by applicable law on a non-excludable basis. The prohibitions in this Section 3.3 relating to the Game shall apply equally to the Documentation.
3.4 You acknowledge that the use of the Game and the exercise of your rights under this EULA may require the use of an activation code or key, and further that:
(a) you are responsible for securely storing the activation code or key; and
(b) we have no obligation to replace a lost, stolen or corrupted activation code or key.
3.5 You acknowledge that the use of the Game is subject to your agreement to the commercial and open-source licenses set out or referred to in Schedule 2 (Third party licenses); and by agreeing to this EULA, you agrees to those documents.
4. Online Services
4.1 The Game (or its features) is designed to be used in conjunction with the Online Services; and you acknowledge that the Game will not function properly in the absence of access to the Online Services.
4.2 You are responsible for arranging and maintaining an internet connection sufficient for access to the Online Services, and for paying all associated fees.
4.3 You must pay all subscription Charges specified on our website from time to time for access to the Online Services. If you fail to do so, you will not have access to the Online Services.
4.4 We shall use reasonable endeavors to maintain the availability of the Online Services during the relevant period, but do not guarantee 100% availability. In particular, the Online Services may be unavailable as a result of Updates, scheduled maintenance, emergency maintenance, unanticipated resource requirements, hardware failures, software failures, service provider failures or Force Majeure Events.
4.5 You must ensure that your use of the Online Services is not excessive (including with respect to bandwidth, processor utilization and storage) and does not have a material negative effect upon the use of the Online Services by others.
4.6 The provisions of Section 5 relating to the Game shall apply equally to the Online Services; and, accordingly, references in those provisions to the Game shall be interpreted to include a reference to the Online Services.
4.7 We reserve the right to refuse to renew the Online Services or, by giving at least 30 days' prior written notice to you, to terminate the Online Services.
5. Acceptable use
5.1 You must not use the Game in any of the following ways:
(a) in any way that causes or may cause damage to the Game or to any other of our games, products or services;
(b) in any way that causes or may cause impairment of the performance, availability or accessibility of the Game or any other of our games, products or services;
(c) in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(d) to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
(e) to conduct any systematic or automated data collection activities (including scraping, data mining, data extraction and data harvesting);
(f) by means of any software not authorized; or
(g) by any automated means.
5.2 You must not, when using the Game:
(a) harass, antagonize, insult or ridicule any player or group of players;
(b) discriminate against any player on the basis of race, ethnicity, nationality, sex, gender, sexual orientation, religion, age, disability or any legally-protected criteria;
(c) engage in social engineering, including manipulating any player to disclose confidential or personal information;
(d) spam or flood any Game communications channels with any irrelevant, duplicate or low-quality content or messages;
(e) publicly name or otherwise reveal the identity of any other player;
(f) engage in any scamming, fraudulent conduct or deceptive conduct;
(g) abandon or exit the Game by any means other than the Game functionality where such abandonment or exit is liable to negatively affect another player's enjoyment of the Game; or
(h) otherwise take any action that is liable to negatively affect other players' enjoyment of the Game.
5.3 You must not cheat when playing the Game or otherwise in relation to the Game.
5.4 Without prejudice to Section 5.3, you may not:
(a) edit Game software code or Game data held in memory;
(b) buy, sell or transfer any Game account;
(c) take unfair advantage of errors in the Game design or bugs in the Game software code to the detriment of any other player of the Game;
(d) access the Game using any other person's account or allow any other person to access the Game using your account (except to the extent expressly permitted in this EULA); or
(e) use any software or software-based services to give any player an unfair advantage in the Game.
5.5 Cheat detection software may be included with or as part of the Game, and you may not remove, disable or otherwise tamper with that cheat detection software.
5.6 If you breache this Section 5, the Game's cheat-detection software determines that this Section 5 has been breached by you or we reasonably believe that you have breached this Section 5, we may:
(a) ban or block you or suspend your access to the Game;
(b) edit, alter or amend your in-Game assets; and/or
(c) terminate this EULA.
5.7 You may not evade or circumvent, or attempt to evade or circumvent, any ban, block or suspension instituted by us in relation to the Game.
6. User Content
6.1 Nothing in this EULA shall transfer ownership of any Intellectual Property Rights in the User Content from you to us.
6.2 You grant to us a worldwide, non-exclusive, royalty-free and irrevocable license to copy, store, adapt, edit, publish, unpublish, delete, translate, distribute and otherwise use the User Content for the purposes of marketing, advertising, promoting, publicizing, managing, enhancing, improving and/or supplementing the Game.
6.3 You grant to us the right to sub-license the rights licensed under Section 6.2.
6.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 6.2.
6.5 You hereby waive all of your moral rights in the User Content to the maximum extent permitted by applicable law.
6.6 You must ensure that the User Content is not illegal or unlawful, does not infringe any person's legal rights, and is not capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
6.7 You must ensure that the User Content, and its use by us in accordance with the licenses set out in this EULA, does not:
(a) constitute a libel or malicious falsehood;
(b) constitute an obscenity or indecency;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute in an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) constitute a contempt of any court, or be in breach of any court order;
(h) breach any racial or religious hatred or discrimination legislation;
(i) constitute blasphemy;
(j) breach official secrets legislation;
(k) breach any contractual obligation owed to any person;
(l) depict or promote self-harm;
(m) depict or promote violence in an explicit, graphic or gratuitous manner;
(n) depict nudity;
(o) constitute pornography, or contain lewd, suggestive or sexually explicit material;
(p) contain any untrue, false, inaccurate or misleading material;
(q) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(r) contain any offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory material; or
(s) cause annoyance, inconvenience or needless anxiety to any person.
6.8 You shall ensure that the User Content is appropriate for all persons who have access to or are likely to access the User Content in question.
6.9 You shall ensure that the User Content is appropriate, civil and tasteful, and accords with generally accepted standards of etiquette and behavior in video games published by us.
6.10 You shall ensure that the User Content does not link to any website, web page or other resource consisting of or containing material that would, if it were User Content, breach the provisions of this EULA.
6.11 You shall ensure that the User Content must not include any material that is or has ever been the subject of any threatened or actual legal proceedings or any similar complaint.
6.12 You shall ensure that the User Content does not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice.
6.13 You shall ensure that the User Content does not constitute or contain spam - which for these purposes shall include all unlawful commercial communications, bulk commercial communications and unsolicited commercial communications.
7. User Creations
7.1 The provisions of this EULA relating to User Content shall not apply to User Creations, save to the extent expressly provided otherwise in this Section 7.
7.2 Subject to Section 14.2, you retain ownership of all Intellectual Property Rights in those works and materials comprised in the User Creations to the extent that they are your original creative work.
7.3 We hereby grant to you a worldwide, non-exclusive, non-transferable license to:
(a) during the Term only, create User Creations in accordance with the content creation guidelines published on our website from time to time; and
(b) publish those User Creations by means of any reputable content distribution platform,
subject to the other provisions of this EULA.
7.4 You must not sell, resell, rent, lease, loan, license, sub-license, gift, supply, transfer, publish, distribute or redistribute the User Creations, except as expressly permitted by this EULA.
7.5 You must not earn or seek to earn money from the User Creations and must not exploit the User Creations for any commercial purpose, providing that this shall not prevent you from earning money from advertising published on reputable content sharing platforms or on your own website; nor shall it prevent you from earning money from subscriptions to channels on reputable content-sharing platforms featuring User Creations.
7.6 You must not use the User Creations in any way that is likely to have a material negative effect upon our reputation or goodwill or of the Game.
7.7 You must ensure that the User Creations comply with the provisions of Section 6 as if they were User Content.
7.8 You must incorporate and retain a copyright notice and authorship credit on each of the User Creations, in such form as we may publish on our website from time to time.
7.9 We may terminate the license granted to you in this Section 7 at any time in our sole discretion by giving you written notice of termination.
8. User Communications
8.1 Notwithstanding that the User Communications form part of the User Content, the User Communications shall be licensed to us in accordance with this Section 8 rather than the licensing provisions of Section 6.
8.2 You grant to us a worldwide, non-exclusive, royalty-free and irrevocable license to copy, store, translate, communicate and otherwise use your User Communications for the purposes of providing, monitoring and administering the Online Services.
8.3 We may monitor, filter, block, record, remove, delete and/or retain any or all User Communications, whether or not the relevant User Communications breach the provisions of this EULA.
8.4 You acknowledge that we are not responsible for communications sent by other users of the Game.
8.5 You acknowledge that User Communications are not private.
8.6 You acknowledge that User Communications may be subject to profanity filters.
9. Mods
9.1 The provisions of this EULA relating to User Content shall not apply to Mods, save to the extent expressly provided otherwise in this Section 9.
9.2 Subject to Section 14.2, you shall retain ownership of all Intellectual Property Rights in those works and materials comprised in the Mods to the extent that they are your original creative work.
9.3 We hereby grant to you a worldwide, non-exclusive, non-transferable license to:
(a) during the Term only, create Mods by means of the Editing Tools for use in conjunction with the Game; and
(b) publish and distribute those Mods via the Mod Distribution Channels,
subject to the other provisions of this EULA.
9.4 You must not sell, offer for sale, rent, lease, license, sub-license, distribute or publish Mods, except as expressly permitted by this EULA.
9.5 You must not earn or seek to earn money from the Mods and must not exploit Mods for any commercial purpose, providing that this shall not prevent you from earning money from advertising published on the Mod Distribution Channels or on your website.
9.6 You acknowledges that we are not responsible for mods created by other users of the Game.
9.7 You must ensure that:
(a) the Mods;
(b) all works and materials comprised in or accessible by means of the Mods; and
(c) all works and materials created or used by you for the purpose of promoting the Mods,
comply with the provisions of Section 6 as if those works and materials were User Content.
9.8 You must incorporate and retain a copyright notice and authorship credit on each Mod, in such form as we may publish on our website from time to time.
9.9 We may terminate the licenses granted by us to you and set out in this Section 9 at any time in its sole discretion by giving to you written notice of termination.
10. Feedback
10.1 You may from time to time provide Feedback to us.
10.2 You acknowledge that:
(a) we are not obliged to take account of, implement or otherwise use any Feedback; and
(b) we will not compensate you with respect to any Feedback, whether or not we take account of, implements or otherwise uses that Feedback.
11. Updates
11.1 We may during the Term make available Updates to you, but shall have no obligation to do so.
11.2 You must, if prompted to do so by the Game or by us, apply an Update or Updates before using the Game.
11.3 If you do not apply any Update to the Game, then you shall cease to have any right to use the Game until such time as you do so. You acknowledge that we may use technical measures to enforce this Section 11.3.
11.4 You agrees that we may automatically apply Updates to the Game.
12. Support Services
12.1 We may provide Support Services to you, but shall have no obligation to do so.
12.2 Any Support Services shall be provided remotely and by such means as we may designate.
12.3 YOU ACKNOWLEDGE AND AGREE THAT WE GIVE NO WARRANTIES OR GUARANTEES IN RELATION TO THE OUTCOME OF THE SUPPORT SERVICES AND, IN PARTICULAR, ISSUES IDENTIFIED THROUGH THE SUPPORT SERVICES MAY ONLY BE RESOLVED THROUGH THE APPLICATION OF A FUTURE UPDATE OR, AT OUR DISCRETION, NOT AT ALL.
13. Distribution Platforms
13.1 In addition to this EULA, the Distribution Platform Terms and Conditions may affect your rights, obligations and liabilities in relation to the Game.
13.2 In the event of any conflict between this EULA and the Distribution Platform Terms and Conditions, the provisions of the latter shall take precedence.
13.3 Those provisions of the Distribution Platform Terms and Conditions that impose obligations and/or liabilities on you in relation to the Game excluding those relating to payments are hereby incorporated into this EULA for our benefit, and as such shall be enforceable by us against you.
13.4 For the avoidance of doubt, the following matters shall be governed by the provisions of the Distribution Platform Terms and Conditions: the amounts payable by you in respect of this EULA; the methods of payment to be used by you; and any rights you may have to cancel this EULA and receive any refunds of amounts paid in respect of this EULA.
13.5 You acknowledge that the operator of the Distribution Platform has rights under the Distribution Platform Terms and Conditions which may affect your rights under this EULA. We will not be in breach of this EULA as a result of, and will not be liable to you in respect of:
(a) any act or omission of the Distribution Platform; or
(b) any loss or damage arising out of the Distribution Platform's exercise of its rights under the Distribution Platform Terms and Conditions.
14. Intellectual Property Rights
14.1 Nothing in this EULA shall constitute an assignment or transfer of any of our Intellectual Property Rights.
14.2 Save to the extent expressly provided otherwise in this EULA, all the Intellectual Property Rights and other rights in:
(a) the Game;
(b) the works and materials comprised in the Game; and
(c) any other of our software or services,
are hereby reserved to us and our licensors.
15. Warranties
15.1 You represent and warrant to us that you have the legal right and authority to enter into this EULA and to perform your obligations under this EULA.
15.2 If we reasonably determine, or any third party alleges, that the use of the Game by you in accordance with this EULA infringes any person's Intellectual Property Rights, we may:
(a) modify the Game in such a way that it no longer infringes the relevant Intellectual Property Rights;
(b) procure for you the right to use the Game in accordance with this EULA; or
(c) terminate, without any recourse available to you, this EULA and your right to use the Game.
15.3 EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, WE HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT AND OTHERWISE RELATED TO THE GAME.
16. Acknowledgements and warranty limitations
16.1 You acknowledges that the use of the Game will require computer hardware and software meeting the minimum requirements specified by us. You further acknowledge that, as the Game is updated, those requirements may change and, accordingly, the Game may cease to function on your hardware.
16.2 You acknowledge that complex software is never wholly free from defects, errors and bugs; and WE GIVE NO WARRANTY OR REPRESENTATION THAT THE GAME WILL BE FREE FROM DEFECTS, ERRORS AND BUGS.
16.3 You acknowledge that complex software is never entirely free from security vulnerabilities; and WE GIVE NO WARRANTY OR REPRESENTATION THAT THE GAME WILL BE ENTIRELY SECURE.
17. Indemnity
17.1 You shall indemnify, defend, and hold us harmless against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by us or our licensors arising as a result of:
(a) your use of the Game; or
(b) any breach by you of this EULA.
18. Limitations and exclusions of liability
18.1 Nothing in this EULA will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.
18.2 IN NO EVENT SHALL WE (LICENSOR) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR OTHER EXEMPLARY LOSSES OR DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORESEEABILITY OR THE CAUSE THEREOF.
18.3 EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE (LICENSOR) HAVE ANY RESPONSIBILITY FOR ANY DAMAGES RESULTING FROM BREACH OF THIS AGREEMENT OR RELATING IN ANY WAY TO THE GAME, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE). THIS LIMITATION OF LIABILTY SHALL APPLY EVEN IF IT RESULTS IN YOU HAVING NO REMEDY AT ALL.
19. Termination
19.1 This EULA shall immediately and automatically terminate if you breach this EULA.
20. Effects of termination
20.1 Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Sections 1, 6, 7, 8.1, 8.2, 9, 13, 17, 18, 20, 21.2, 22, 23 and 24.
20.2 Except to the extent expressly provided otherwise in this EULA, the termination of this EULA shall not affect the accrued rights of either party.
20.3 For the avoidance of doubt, all licenses granted to you under this EULA shall terminate upon the termination of this EULA. Accordingly, you must immediately cease to use the Game and all other works and materials licensed to you under this EULA upon the termination of this EULA.
20.4 Within 2 days following the date of effective termination of this EULA, you must irreversibly delete or destroy all copies of the Game and all copies of all other works and materials licensed to you under this EULA in your possession or control.
21. Third party websites
21.1 The Game may include hyperlinks to websites owned and operated by third parties; such hyperlinks are not recommendations.
21.2 We have no control over third party websites, their contents or their handling of personal data, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
22. Equitable relief
22.1 You acknowledge that:
(a) damages or other compensatory payments may not be an adequate remedy for a breach of this EULA by you; and
(b) we shall be entitled to seek injunctive or other equitable relief in relation to any such breach, whether the breach is actual or threatened,
without prejudice to our other rights and remedies.
23. General
23.1 No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.
23.2 If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
23.3 We may vary this EULA by giving to you at least 10 days' prior written notice of the variation or by updating the version of this EULA published on our website or in the Game itself. Your continued use of the Game following any such variation constitutes your acceptance of that variation. Subject to this, this EULA may only be varied by a written document signed by or on behalf of each of the parties.
23.4 You hereby agree that without notice to you, we may assign our contractual rights and obligations under this EULA to any successor to all or a substantial part of our business or of the Game. Save to the extent expressly permitted by applicable law, you may not without our prior written consent assign, transfer or sublicense any of your contractual rights or obligations under this EULA.
23.5 This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
23.6 This EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
23.7 This Agreement shall be governed by and construed in accordance with the internal laws of Florida without giving effect to any choice or conflict of law provision or rule (whether of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of Florida.
23.8 Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of Florida in each case located in the city of Orlando and County of Orange, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
23.9 If any action, suit, or other legal or administrative proceeding is instituted or commenced by us against you (or by you against us) arising out of or related to this Agreement, we shall be entitled to recover our attorneys' fees and court costs from you.
24. Interpretation
24.1 In this EULA, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
24.2 The Section headings do not affect the interpretation of this EULA.
24.3 In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
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