| Language: |
BLACK MESA END USER LICENSE AGREEMENT
Last Updated February 20, 2020
________________________________________
General Information
Welcome to Black Mesa. This End User License Agreement (“Agreement”) governs your access to and use of the Black Mesa application and any associated content related updates, upgrades, and features (together the “Game”). This Agreement is a legally binding agreement between you and Crowbar Collective LLC. Read this agreement carefully before downloading and/or installing the Game. By installing the Game, you hereby agree and assent to all terms, conditions, and obligations in this Agreement. IF YOU DO NOT AGREE WITH ANY THIS AGREEMENT OR ANY PORTION THEREOF, YOU MAY NOT USE OR OTHERWISE ACCESS THE GAME.
We may amend this Agreement at any time by posting a revised version on Steam. Each revised version will state its effective date, which will be effective on or after the date in which it is posted or sent. Your continued use of the Game after the effective date constitutes your acceptance of the revised Agreement.
This Agreement is at all times subject to Crowbar Collective LLC’s Privacy Policy, as amended from time to time.
1. Definitions
"Account" means, any account you create via Steam that you use to access the Game.
“Agreement” means this Agreement and any terms, conditions, covenants, representations, warranties, obligations, and licenses contained herein.
"Company" means Crowbar Collective LLC. References to "us" "we," or "our" means Company, including any and all subsidiaries parent companies, joint ventures, and other corporate entities under common ownership and/or any of their agents, consultants, employees, officers, and directors. Company does not include affiliates or third parties (analytics or ad tech companies, or similar organizations).
"Dispute" means any controversy related to this agreement, including without limitation claims arising out of or relating to any aspect of the relationship between you and Company, claims that arose before this Agreement, and claims that may arise after the termination of this Agreement; however, this does not include claims related to or arising from the enforcement or protection of Intellectual Property Rights, and is subject to any applicable statutory consumer rights laws in your local jurisdiction.
“Game” means the online computer game available on Steam known as Black Mesa and any associated content related updates, upgrades, and features.
"Intellectual Property Rights" means, any and all right, title, and interest of every kind whatsoever, whether now known or unknown, in and to patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including, without limitation, all applications and registrations relating to the foregoing.
“License” means the limited license we grant to you for the purpose of accessing and playing the Game, as further described herein.
"Notice" means a delivered writing by e-mail, courier, or by Federal Express delivery to the other party at their respective address and will be effective upon receipt.
"Privacy Policy" means Company policy regarding privacy, which also governs your use of the Game and is incorporated herein by reference.
"Protected Content" means all non-User Generated Content included as part of the Game, including, but not limited to, text, graphics, logos, images, as well as the compilation thereof, the look and feel of the Game, including, without limitation, the text, graphics, code, and other materials contained therein
“Steam” means the online game distribution store and platform managed and offered by Valve, available at https://store.steampowered.com/.
"User," "you" or "your" means any user or player of the Game or any or owner, officer, employee, affiliate, or agent of the same that uses the Game or any portion thereof.
“User Generated Content” means any photos, images, likenesses, logos, marks, literary works, sound recordings, musical composition, audiovisual works, characters and character data, gameplay, scripts and programs, modes, animations, names, and any other content or materials created and integrated into the Game by any User via the Steam workshop or any other method.
“Valve” means the company known as Valve Corporation, including any and all subsidiaries parent companies, joint ventures, and other corporate entities under common ownership and/or any of their agents, consultants, employees, officers, and directors.
2. License
The Game is licensed to you and not sold. Company hereby grants you a personal, limited, non-transferable, revocable, and non-exclusive License to use the Game for your non-commercial use, subject to your compliance with this Agreement. You may not access, copy, modify or distribute the Game, unless expressly authorized by Company or permitted by applicable law. You may not reverse engineer or attempt to extract or otherwise use source code or other data from the Game, unless expressly authorized by Company or permitted by Law. Company or its licensors own and reserve all other rights, including all right, title and interest in the Game and associated Intellectual Property Rights.
3. License Restrictions and Prohibited Conduct
You may not do any of the following with respect to the Game or any components thereof:
a. Use the Game commercially or for a promotional purpose;
b. Copy, reproduce, distribute, display, publicly perform, publish, or use the Game or any portion or aspect thereof, in any way that is not expressly authorized in this Agreement;
c. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Game or any part thereof, except and only to the extent that this activity is expressly permitted by the applicable law of your country of residence;
d. Modify, adapt, translate or create derivative works based upon the Game or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
e. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Game;
f. Access any the Game or any website, server, software application, or other computer resource owned, used and/or licensed by Company including but not limited to the Game, by means of any robot, spider, scraper, crawler or other automated means for any purpose, or bypass any measures Company may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used and/or licensed to Company, including but not limited to the Game;
g. Interfere with or disrupt the Game or servers or networks connected to the Game, or disobey any requirements, procedures, policies or regulations of networks connected to the Game;
h. Harvest or collect the email addresses or other contact information of other Users;
i. Use the Game for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.
4. Game Updates
The Game may download and install updates, upgrades, and additional features that Company deems reasonably necessary for your continued use and enjoyment of the Game. You acknowledge and agree that Company has no obligation to support previous version(s) of the Game upon the availability of an update, upgrade, or implementation of additional features. For the avoidance of doubt, the License shall equally apply to any such updates, upgrades, implementations, or additional features.
5. Steam Terms of Service
The Game is made available to you via Steam. By using the Game, you are subject to the Steam Subscriber Agreement (https://store.steampowered.com/subscriber_agreement/?snr=1_44_44_). If Company receives notice that your activity violates the Steam Subscriber Agreement or any similar agreement between you and Valve, Company Valve may take action against your Account to bring you into compliance with such agreements. Such actions may include canceling a transaction, suspending, or terminating your Account privileges, and/or removing certain payment methods.
6. Children Under 18
a. By using the Game, you warrant and represent that you: 1) are at least 18 years of age and otherwise legally competent to read, understand and accept the provisions of this agreement; or 2) are a minor who has been authorized under the provisions of Section 6(b) below.
b. If you are the legal guardian of a minor, you can choose to allow use of the Game by that minor instead of yourself subject to the following provisions:
i. You acknowledge, and further agree that the aforementioned minor is entering into an agreement with your consent;
ii. You acknowledge, and further agree you are entirely responsible for all the provisions in this Agreement;
iii. You acknowledge, and further agree, you are legally responsible for all actions of that minor, including but not limited to any payments, damages and/or liabilities related to the actions of that minor;
iv. In consideration of Company allowing access to the Game by a minor, and in addition to the indemnification provisions set forth herein, the foregoing adult hereby guarantees and agrees to pay for any and all liabilities of any nature whatsoever incurred under this agreement and to defend, indemnify and hold harmless Company with respect thereto.
7. Electronic Communication
Each and every time you send an email or other electronic communication to Company, such communication will constitute an electronic communication. By using the Game, you consent to receive electronic communications and you agree that all agreements, Notices, disclosures and other communications that Company provides to you via electronic communication, individually and collectively, satisfy any legal requirement that such communications be in writing.
8. Account
To use the Game, you may be required to set up an individual Account on Steam. All Accounts are subject to the Steam Subscriber Agreement. If you are having difficulty creating or maintaining an Account you must contact Valve by following the instructions provided by Steam. Each Account, regardless of the type, includes a unique and complex password used to access your Account. You are solely responsible for maintaining the confidentiality and security of your Account and password. Such security includes but is not limited to restricting access to your computer, laptop, tablet, or mobile device that you use to access the Game and/or where such password may be stored. You agree that you are solely responsible for all activities and actions that occur under the auspices of your Account. You agree not to assign or otherwise transfer your Account to or share your password with any other person or entity. You acknowledge and agree that Company is not responsible for third party access to your Account that results from theft or misappropriation of your password or other Account credentials. Company also reserves all available legal rights and remedies to prevent the unauthorized use of the Game, including, but not limited to, technological barriers, IP mapping, and contacting your internet service provider. You hereby acknowledge and agree that any action taken under your Account will be presumed to have been authorized by you.
9. User Generated Content
Users may create User Generated Content for integration into the Game via the Steam workshop. By creating any User Generated Content, you hereby grant Company a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, paid-up, fully transferable and sublicensable license to reproduce, modify, host, copy, display, publicly perform, create derivative works of, publicly display, transfer, or otherwise use such User Generated Content, in whole or in part, including within the Game and for any commercial, publicity, and marketing purposes.
You hereby represent that any User Generated Content you create is wholly original and you own all right, title, and interest to such User Generated Content or otherwise have a license or authorization to integrate such User Generated Content into the Game and grant the license to Company as described herein. You further warrant that Company‘s reproduction, adaptation or modification, public display and/or performance, distribution, or use or exploitation of the User Generated Content will not violate any third-party rights including, without limitation, any copyrights, trademarks or other intellectual property rights, privacy rights, or statutory or common law rights of publicity.
Company reserves the right to remove any User Generated Content that does not comply with the Agreement. Company may also remove User Generated Content that violates someone else’s rights, including without limitation any trademarks, copyrights, patent rights or similar, as well as statutory and common law rights of publicity. Finally, Company may remove any prohibited User Generated Content, which includes, but is not limited to the following:
a. User Generated Content that is pornographic, lewd, or otherwise sexually explicit in nature;
b. User Generated Content that may be considered misleading, fraudulent, or otherwise unlawful or that is uploaded for an illegal or unauthorized purpose; or
c. Any User Generated Content that otherwise violates this Agreement.
You acknowledge and agree that a violation of this Section will constitute a material breach of this Agreement and if Company discovers you violated the Section it may, in its sole discretion, revoke your access to the Game at any time without Notice or refund.
10. Ownership/Third Party Licenses
Company and its licensors own all title, ownership rights, and intellectual property rights in the Game. Features may be made available to you via Game that provide prefabricated templates or in-game items to use in connection with your User Generated Content, however your use of a template does not give you any copyrights or other ownership in the template.
The Game includes certain components provided by Company’s licensors. A list of credits and notices for third party components may be found in the Game.
11. Service Availability and Termination
You acknowledge and agree that:
a. Company has the discretion to immediately terminate or restrict access to the Game, or any portion of the Game at any time, for any reason, without Notice and without liability to you;
b. Access to the Game may be interrupted for reasons within or beyond the control of Company and that Company cannot and does not guarantee you will be able to use the Game whenever you wish to do so;
c. The Game may not be offered in all countries or geographic locations.
12. Use of Communications Services
The Game contains communication facilities and other services designed to enable you to communicate with other Users (collectively, "Communications Services"). You agree to use the Communications Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, content, reproduction and/or dissemination and any materials you upload to a Communication Service shall be deemed User Generated Content. You are responsible for adhering to such limitations if you upload the materials. Company reserves the right to terminate your access to any or all the Communications Services at any time without Notice for any reason whatsoever.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary licenses, consents, and permissions therefor; upload files that contain viruses, malware, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes, or chain letters; download any file uploaded by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including email addresses, without their consent; violate any applicable laws or regulations.
Company has no obligation to monitor the Communication Services. However, Company reserves the right to review any and all materials uploaded to a Communication Service and to remove any materials in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONAL IDENTIFYING INFORMATION ABOUT YOURSELF OR YOUR CHILDREN OR FAMILY IN ANY COMMUNICATION SERVICE. COMPANY DOES NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN ANY COMMUNICATION SERVICE AND, THEREFORE, COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE COMMUNICATION SERVICES AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN ANY COMMUNICATION SERVICE.
13. Company Disclaimer and Limitation of Liability
COMPANY IS NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, INSURER OR CHARITABLE ORGANIZATION. Company is not a party to any agreement between Users, including any agreement between Users and Valve. Company has no control over the conduct of, or any information provided by any User, including any information provided by User directly to Valve and Company hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.
All information and content provided by Company through the Game is for informational and entertainment purposes only and Company does not guarantee the accuracy, completeness, or timeliness or reliability of any such information or content. No content or information is intended to provide financial, legal, tax, or other professional advice. Before making any decisions regarding purchasing the Game, you should consult your financial, legal, tax, or other professional advisers as appropriate. You acknowledge that you access content or information through the Game at your own risk and you are solely responsible for making the final determination as to the value and appropriateness of using the same.
USERS ARE NOT EMPLOYEES, PARTNERS, AGENTS, JOINT VENTURES, OR FRANCHISEES OF COMPANY. COMPANY DOES NOT PROVIDE FINANCIAL SUPPORT OR ASSISTANCE TO USERS. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR USERS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR OR CONNECTED TO THE PAYMENTS OR OTHER USER SERVICES PERFORMED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE RESPONSIBLE TO ANY USER FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF FORESEEABILITY AND COMPANY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO A REFUND OF ANY MONIES SPENT BY AN APPLICABLE USER HEREUDNER.
14. Prohibited Conduct
You are granted a non-exclusive, non-transferable, revocable License to access and use the Game, strictly in accordance with this Agreement. As a condition of your use of the Game, you represent and warrant to Company that you will not use the Game for any purpose that is unlawful or prohibited by this Agreement. Further, you agree that you will comply with this Agreement and will not:
a. Use the Game in any manner which could damage, disable, overburden, or impair the Game, Game servers, or otherwise interfere with any other party's use and enjoyment of the Game;
b. Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Game;
c. Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Game accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Game, or perform any other similar fraudulent activity;
d. Defame, harass, abuse, threaten or defraud users of the Game, or collect, or attempt to collect, personal information about users or third parties without their consent; and
e. Attempt to indicate in any manner that you have a relationship with Company or that Company has endorsed you or any products or services for any purpose.
15. Representations and Warranties
You hereby represent and warrant that i) you are not prohibited from receiving or using any aspect of the Game under applicable laws and ii) Company or Valve have not previously disabled your Account or your access to the Game for a violation of the law or this Agreement or the Steam Subscriber Agreement or other applicable agreements, terms of use, or contracts.
16. Links to Third Party Sites
The Game may contain links to third party websites, including Steam. The third party websites are not under the control of Company and Company is not responsible for the contents of the same, including without limitation any link contained therein. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the website or any association with its operators.
17. Device and Internet Connection
Use and Access of the Game may require the use of your personal computer, laptop, tablet, or mobile device, as well as communication with or use of space on such device. You are solely responsible for all internet and/or mobile data connection and all associated fees that you incur when accessing the Game.
18. Intellectual Property
All Protected Content is the property of Company or its third party suppliers and protected by copyright, trademark, and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright, trademark and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Protected Content, in whole or in part, found within the Game. Your use of the Game does not entitle you to make any unauthorized use of any of the Protected Content, and in particular you shall not delete or alter any proprietary rights or attribution notices in any Protected Content. You shall use Protected Content solely for your personal use, as outlined in this Agreement, and will make no other use of the Protected Content without the express written permission of Company and/or Protected Content’s third party owner. You acknowledge and agree that you do not acquire any ownership rights in any Protected Content. Except as provided for herein, this Agreement do not grant any licenses, express or implied, to the Protected Content or any other intellectual property of Company, our licensors, or any third party.
19. International Users
The Game is controlled, operated and administered by Company from our offices within the United States. If you access the Game from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the Content accessed through Game in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
20. Release
You hereby agree to release Company from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Game any content therein. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
21. Indemnification
To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and assigns from and against any and all claims, losses, costs, debt, liabilities and expenses (including, but not limited to attorney’s fees) arising from (i) your misuse of and access to the Game; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; (iv) your use of or inability to use the Game; and (v) any claim that you caused damage to a third-party.
22. Dispute Resolution
In the event the parties are not able to resolve any Dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such Dispute must be resolved solely by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, in a location mutually agreed upon by the parties. If the parties cannot agree on a location, the arbitration will be conducted telephonically. The arbitrator's award will be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorney's fees. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire Dispute, including the scope and enforceability of this arbitration provision shall be determined by the arbitrator. This arbitration provision shall survive the termination of this Agreement.
23. Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
24. Termination and Access Restriction
Company reserves the right to terminate your access to the Game or any portion thereof at any time, without Notice, for any reason including, without limitation, a breach of this Agreement. Use of the Game is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this section.
25. Severability
In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
26. Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of the Game.
Company’s performance of the obligations described herein is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Game or information provided to or gathered by Company with respect to such use.
This Agreement constitute the entire agreement between you and Company with respect to the Game and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Game. A printed version of this Agreement and of any Notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be written in English.
This Agreement is non-transferable, and you may not assign your rights and obligations under this Agreement without the express written consent of Company.
You hereby consent to the jurisdiction of the State of New York and agree that its laws will be used to resolve all disputes arising from or concerning this Agreement.
Last Updated February 20, 2020
________________________________________
General Information
Welcome to Black Mesa. This End User License Agreement (“Agreement”) governs your access to and use of the Black Mesa application and any associated content related updates, upgrades, and features (together the “Game”). This Agreement is a legally binding agreement between you and Crowbar Collective LLC. Read this agreement carefully before downloading and/or installing the Game. By installing the Game, you hereby agree and assent to all terms, conditions, and obligations in this Agreement. IF YOU DO NOT AGREE WITH ANY THIS AGREEMENT OR ANY PORTION THEREOF, YOU MAY NOT USE OR OTHERWISE ACCESS THE GAME.
We may amend this Agreement at any time by posting a revised version on Steam. Each revised version will state its effective date, which will be effective on or after the date in which it is posted or sent. Your continued use of the Game after the effective date constitutes your acceptance of the revised Agreement.
This Agreement is at all times subject to Crowbar Collective LLC’s Privacy Policy, as amended from time to time.
1. Definitions
"Account" means, any account you create via Steam that you use to access the Game.
“Agreement” means this Agreement and any terms, conditions, covenants, representations, warranties, obligations, and licenses contained herein.
"Company" means Crowbar Collective LLC. References to "us" "we," or "our" means Company, including any and all subsidiaries parent companies, joint ventures, and other corporate entities under common ownership and/or any of their agents, consultants, employees, officers, and directors. Company does not include affiliates or third parties (analytics or ad tech companies, or similar organizations).
"Dispute" means any controversy related to this agreement, including without limitation claims arising out of or relating to any aspect of the relationship between you and Company, claims that arose before this Agreement, and claims that may arise after the termination of this Agreement; however, this does not include claims related to or arising from the enforcement or protection of Intellectual Property Rights, and is subject to any applicable statutory consumer rights laws in your local jurisdiction.
“Game” means the online computer game available on Steam known as Black Mesa and any associated content related updates, upgrades, and features.
"Intellectual Property Rights" means, any and all right, title, and interest of every kind whatsoever, whether now known or unknown, in and to patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including, without limitation, all applications and registrations relating to the foregoing.
“License” means the limited license we grant to you for the purpose of accessing and playing the Game, as further described herein.
"Notice" means a delivered writing by e-mail, courier, or by Federal Express delivery to the other party at their respective address and will be effective upon receipt.
"Privacy Policy" means Company policy regarding privacy, which also governs your use of the Game and is incorporated herein by reference.
"Protected Content" means all non-User Generated Content included as part of the Game, including, but not limited to, text, graphics, logos, images, as well as the compilation thereof, the look and feel of the Game, including, without limitation, the text, graphics, code, and other materials contained therein
“Steam” means the online game distribution store and platform managed and offered by Valve, available at https://store.steampowered.com/.
"User," "you" or "your" means any user or player of the Game or any or owner, officer, employee, affiliate, or agent of the same that uses the Game or any portion thereof.
“User Generated Content” means any photos, images, likenesses, logos, marks, literary works, sound recordings, musical composition, audiovisual works, characters and character data, gameplay, scripts and programs, modes, animations, names, and any other content or materials created and integrated into the Game by any User via the Steam workshop or any other method.
“Valve” means the company known as Valve Corporation, including any and all subsidiaries parent companies, joint ventures, and other corporate entities under common ownership and/or any of their agents, consultants, employees, officers, and directors.
2. License
The Game is licensed to you and not sold. Company hereby grants you a personal, limited, non-transferable, revocable, and non-exclusive License to use the Game for your non-commercial use, subject to your compliance with this Agreement. You may not access, copy, modify or distribute the Game, unless expressly authorized by Company or permitted by applicable law. You may not reverse engineer or attempt to extract or otherwise use source code or other data from the Game, unless expressly authorized by Company or permitted by Law. Company or its licensors own and reserve all other rights, including all right, title and interest in the Game and associated Intellectual Property Rights.
3. License Restrictions and Prohibited Conduct
You may not do any of the following with respect to the Game or any components thereof:
a. Use the Game commercially or for a promotional purpose;
b. Copy, reproduce, distribute, display, publicly perform, publish, or use the Game or any portion or aspect thereof, in any way that is not expressly authorized in this Agreement;
c. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Game or any part thereof, except and only to the extent that this activity is expressly permitted by the applicable law of your country of residence;
d. Modify, adapt, translate or create derivative works based upon the Game or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
e. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Game;
f. Access any the Game or any website, server, software application, or other computer resource owned, used and/or licensed by Company including but not limited to the Game, by means of any robot, spider, scraper, crawler or other automated means for any purpose, or bypass any measures Company may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used and/or licensed to Company, including but not limited to the Game;
g. Interfere with or disrupt the Game or servers or networks connected to the Game, or disobey any requirements, procedures, policies or regulations of networks connected to the Game;
h. Harvest or collect the email addresses or other contact information of other Users;
i. Use the Game for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.
4. Game Updates
The Game may download and install updates, upgrades, and additional features that Company deems reasonably necessary for your continued use and enjoyment of the Game. You acknowledge and agree that Company has no obligation to support previous version(s) of the Game upon the availability of an update, upgrade, or implementation of additional features. For the avoidance of doubt, the License shall equally apply to any such updates, upgrades, implementations, or additional features.
5. Steam Terms of Service
The Game is made available to you via Steam. By using the Game, you are subject to the Steam Subscriber Agreement (https://store.steampowered.com/subscriber_agreement/?snr=1_44_44_). If Company receives notice that your activity violates the Steam Subscriber Agreement or any similar agreement between you and Valve, Company Valve may take action against your Account to bring you into compliance with such agreements. Such actions may include canceling a transaction, suspending, or terminating your Account privileges, and/or removing certain payment methods.
6. Children Under 18
a. By using the Game, you warrant and represent that you: 1) are at least 18 years of age and otherwise legally competent to read, understand and accept the provisions of this agreement; or 2) are a minor who has been authorized under the provisions of Section 6(b) below.
b. If you are the legal guardian of a minor, you can choose to allow use of the Game by that minor instead of yourself subject to the following provisions:
i. You acknowledge, and further agree that the aforementioned minor is entering into an agreement with your consent;
ii. You acknowledge, and further agree you are entirely responsible for all the provisions in this Agreement;
iii. You acknowledge, and further agree, you are legally responsible for all actions of that minor, including but not limited to any payments, damages and/or liabilities related to the actions of that minor;
iv. In consideration of Company allowing access to the Game by a minor, and in addition to the indemnification provisions set forth herein, the foregoing adult hereby guarantees and agrees to pay for any and all liabilities of any nature whatsoever incurred under this agreement and to defend, indemnify and hold harmless Company with respect thereto.
7. Electronic Communication
Each and every time you send an email or other electronic communication to Company, such communication will constitute an electronic communication. By using the Game, you consent to receive electronic communications and you agree that all agreements, Notices, disclosures and other communications that Company provides to you via electronic communication, individually and collectively, satisfy any legal requirement that such communications be in writing.
8. Account
To use the Game, you may be required to set up an individual Account on Steam. All Accounts are subject to the Steam Subscriber Agreement. If you are having difficulty creating or maintaining an Account you must contact Valve by following the instructions provided by Steam. Each Account, regardless of the type, includes a unique and complex password used to access your Account. You are solely responsible for maintaining the confidentiality and security of your Account and password. Such security includes but is not limited to restricting access to your computer, laptop, tablet, or mobile device that you use to access the Game and/or where such password may be stored. You agree that you are solely responsible for all activities and actions that occur under the auspices of your Account. You agree not to assign or otherwise transfer your Account to or share your password with any other person or entity. You acknowledge and agree that Company is not responsible for third party access to your Account that results from theft or misappropriation of your password or other Account credentials. Company also reserves all available legal rights and remedies to prevent the unauthorized use of the Game, including, but not limited to, technological barriers, IP mapping, and contacting your internet service provider. You hereby acknowledge and agree that any action taken under your Account will be presumed to have been authorized by you.
9. User Generated Content
Users may create User Generated Content for integration into the Game via the Steam workshop. By creating any User Generated Content, you hereby grant Company a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, paid-up, fully transferable and sublicensable license to reproduce, modify, host, copy, display, publicly perform, create derivative works of, publicly display, transfer, or otherwise use such User Generated Content, in whole or in part, including within the Game and for any commercial, publicity, and marketing purposes.
You hereby represent that any User Generated Content you create is wholly original and you own all right, title, and interest to such User Generated Content or otherwise have a license or authorization to integrate such User Generated Content into the Game and grant the license to Company as described herein. You further warrant that Company‘s reproduction, adaptation or modification, public display and/or performance, distribution, or use or exploitation of the User Generated Content will not violate any third-party rights including, without limitation, any copyrights, trademarks or other intellectual property rights, privacy rights, or statutory or common law rights of publicity.
Company reserves the right to remove any User Generated Content that does not comply with the Agreement. Company may also remove User Generated Content that violates someone else’s rights, including without limitation any trademarks, copyrights, patent rights or similar, as well as statutory and common law rights of publicity. Finally, Company may remove any prohibited User Generated Content, which includes, but is not limited to the following:
a. User Generated Content that is pornographic, lewd, or otherwise sexually explicit in nature;
b. User Generated Content that may be considered misleading, fraudulent, or otherwise unlawful or that is uploaded for an illegal or unauthorized purpose; or
c. Any User Generated Content that otherwise violates this Agreement.
You acknowledge and agree that a violation of this Section will constitute a material breach of this Agreement and if Company discovers you violated the Section it may, in its sole discretion, revoke your access to the Game at any time without Notice or refund.
10. Ownership/Third Party Licenses
Company and its licensors own all title, ownership rights, and intellectual property rights in the Game. Features may be made available to you via Game that provide prefabricated templates or in-game items to use in connection with your User Generated Content, however your use of a template does not give you any copyrights or other ownership in the template.
The Game includes certain components provided by Company’s licensors. A list of credits and notices for third party components may be found in the Game.
11. Service Availability and Termination
You acknowledge and agree that:
a. Company has the discretion to immediately terminate or restrict access to the Game, or any portion of the Game at any time, for any reason, without Notice and without liability to you;
b. Access to the Game may be interrupted for reasons within or beyond the control of Company and that Company cannot and does not guarantee you will be able to use the Game whenever you wish to do so;
c. The Game may not be offered in all countries or geographic locations.
12. Use of Communications Services
The Game contains communication facilities and other services designed to enable you to communicate with other Users (collectively, "Communications Services"). You agree to use the Communications Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, content, reproduction and/or dissemination and any materials you upload to a Communication Service shall be deemed User Generated Content. You are responsible for adhering to such limitations if you upload the materials. Company reserves the right to terminate your access to any or all the Communications Services at any time without Notice for any reason whatsoever.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary licenses, consents, and permissions therefor; upload files that contain viruses, malware, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes, or chain letters; download any file uploaded by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including email addresses, without their consent; violate any applicable laws or regulations.
Company has no obligation to monitor the Communication Services. However, Company reserves the right to review any and all materials uploaded to a Communication Service and to remove any materials in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONAL IDENTIFYING INFORMATION ABOUT YOURSELF OR YOUR CHILDREN OR FAMILY IN ANY COMMUNICATION SERVICE. COMPANY DOES NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN ANY COMMUNICATION SERVICE AND, THEREFORE, COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THE COMMUNICATION SERVICES AND ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN ANY COMMUNICATION SERVICE.
13. Company Disclaimer and Limitation of Liability
COMPANY IS NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, INSURER OR CHARITABLE ORGANIZATION. Company is not a party to any agreement between Users, including any agreement between Users and Valve. Company has no control over the conduct of, or any information provided by any User, including any information provided by User directly to Valve and Company hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.
All information and content provided by Company through the Game is for informational and entertainment purposes only and Company does not guarantee the accuracy, completeness, or timeliness or reliability of any such information or content. No content or information is intended to provide financial, legal, tax, or other professional advice. Before making any decisions regarding purchasing the Game, you should consult your financial, legal, tax, or other professional advisers as appropriate. You acknowledge that you access content or information through the Game at your own risk and you are solely responsible for making the final determination as to the value and appropriateness of using the same.
USERS ARE NOT EMPLOYEES, PARTNERS, AGENTS, JOINT VENTURES, OR FRANCHISEES OF COMPANY. COMPANY DOES NOT PROVIDE FINANCIAL SUPPORT OR ASSISTANCE TO USERS. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR USERS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR OR CONNECTED TO THE PAYMENTS OR OTHER USER SERVICES PERFORMED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE RESPONSIBLE TO ANY USER FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF FORESEEABILITY AND COMPANY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO A REFUND OF ANY MONIES SPENT BY AN APPLICABLE USER HEREUDNER.
14. Prohibited Conduct
You are granted a non-exclusive, non-transferable, revocable License to access and use the Game, strictly in accordance with this Agreement. As a condition of your use of the Game, you represent and warrant to Company that you will not use the Game for any purpose that is unlawful or prohibited by this Agreement. Further, you agree that you will comply with this Agreement and will not:
a. Use the Game in any manner which could damage, disable, overburden, or impair the Game, Game servers, or otherwise interfere with any other party's use and enjoyment of the Game;
b. Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Game;
c. Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Game accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Game, or perform any other similar fraudulent activity;
d. Defame, harass, abuse, threaten or defraud users of the Game, or collect, or attempt to collect, personal information about users or third parties without their consent; and
e. Attempt to indicate in any manner that you have a relationship with Company or that Company has endorsed you or any products or services for any purpose.
15. Representations and Warranties
You hereby represent and warrant that i) you are not prohibited from receiving or using any aspect of the Game under applicable laws and ii) Company or Valve have not previously disabled your Account or your access to the Game for a violation of the law or this Agreement or the Steam Subscriber Agreement or other applicable agreements, terms of use, or contracts.
16. Links to Third Party Sites
The Game may contain links to third party websites, including Steam. The third party websites are not under the control of Company and Company is not responsible for the contents of the same, including without limitation any link contained therein. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the website or any association with its operators.
17. Device and Internet Connection
Use and Access of the Game may require the use of your personal computer, laptop, tablet, or mobile device, as well as communication with or use of space on such device. You are solely responsible for all internet and/or mobile data connection and all associated fees that you incur when accessing the Game.
18. Intellectual Property
All Protected Content is the property of Company or its third party suppliers and protected by copyright, trademark, and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright, trademark and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Protected Content, in whole or in part, found within the Game. Your use of the Game does not entitle you to make any unauthorized use of any of the Protected Content, and in particular you shall not delete or alter any proprietary rights or attribution notices in any Protected Content. You shall use Protected Content solely for your personal use, as outlined in this Agreement, and will make no other use of the Protected Content without the express written permission of Company and/or Protected Content’s third party owner. You acknowledge and agree that you do not acquire any ownership rights in any Protected Content. Except as provided for herein, this Agreement do not grant any licenses, express or implied, to the Protected Content or any other intellectual property of Company, our licensors, or any third party.
19. International Users
The Game is controlled, operated and administered by Company from our offices within the United States. If you access the Game from a location outside the United States, you are responsible for compliance with all local laws. You agree that you will not use the Content accessed through Game in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
20. Release
You hereby agree to release Company from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Game any content therein. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
21. Indemnification
To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and assigns from and against any and all claims, losses, costs, debt, liabilities and expenses (including, but not limited to attorney’s fees) arising from (i) your misuse of and access to the Game; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; (iv) your use of or inability to use the Game; and (v) any claim that you caused damage to a third-party.
22. Dispute Resolution
In the event the parties are not able to resolve any Dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such Dispute must be resolved solely by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, in a location mutually agreed upon by the parties. If the parties cannot agree on a location, the arbitration will be conducted telephonically. The arbitrator's award will be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorney's fees. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire Dispute, including the scope and enforceability of this arbitration provision shall be determined by the arbitrator. This arbitration provision shall survive the termination of this Agreement.
23. Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
24. Termination and Access Restriction
Company reserves the right to terminate your access to the Game or any portion thereof at any time, without Notice, for any reason including, without limitation, a breach of this Agreement. Use of the Game is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this section.
25. Severability
In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
26. Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of the Game.
Company’s performance of the obligations described herein is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Game or information provided to or gathered by Company with respect to such use.
This Agreement constitute the entire agreement between you and Company with respect to the Game and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Game. A printed version of this Agreement and of any Notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be written in English.
This Agreement is non-transferable, and you may not assign your rights and obligations under this Agreement without the express written consent of Company.
You hereby consent to the jurisdiction of the State of New York and agree that its laws will be used to resolve all disputes arising from or concerning this Agreement.