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This BOLD Networked Newt Action End User License Agreement (the “Agreement”) applies to your use of the video game BOLD: Networked Newt Action (the "Game") which was created under license using Epic Games’s proprietary computer software program known as Unreal® Engine .
This Agreement is a legal document detailing your rights and obligations related to using Epic’s proprietary computer software program known as Unreal® Engine and any updates or upgrades to the program made available by Epic (the “Licensed Technology”). By downloading or using the Licensed Technology, you are agreeing to be bound by the terms of this Agreement, and this Agreement will be effective upon the first of those events to occur. If you do not or cannot agree to the terms of this Agreement, do not use the Licensed Technology. When we say, “you,” “your” or “yourself”, we mean you as an individual or the legal entity exercising rights under this Agreement through you. When we say “Epic,” “we” or “us,” we are referring to the Epic entity responsible for providing the Licensed Technology in your region detailed in Section 3.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND EPIC AGREE TO RESOLVE DISPUTES ONLY IN YOUR INDIVIDUAL CAPACITIES AND NOT AS PART OF A CLASS ACTION (SEE SECTION 10). YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ARE ALSO AGREEING TO CONTRACTUAL TERMS THAT WILL LIMIT SOME OF YOUR LEGAL RIGHTS, INCLUDING A DISCLAIMER OF WARRANTY, AN EXCLUSION OF CERTAIN KINDS OF DAMAGES, AND A LIMITATION OF LIABILITY.
You and Epic agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial.
Our Relationship
1. The Agreement Between You and Epic
2. Who are You?
3. Who is Epic?
4. Privacy
5. Records and Audits
Other Rights and Obligations
6. Disclaimers
7. Limitation of Liability
8. Indemnification
9. Governing Law and Jurisdiction
10. No Class Actions
11. Miscellaneous
a. Amendments
If we make changes to this Agreement, you are not required to accept the amended Agreement, and this Agreement will continue to govern your use of any Licensed Technology you already have access to.
However, if we make changes to this Agreement, you will not be allowed to access certain Epic services or download the Licensed Technology unless you have accepted the amended Agreement. If we make changes, we will provide you with notice, such as by sending an email or giving you notice when you next log into an Epic service.
b. Alternative and Additional Terms
With respect to your rights and obligations related to Licensed Technology, this Agreement supersedes any prior Unreal Engine End User License Agreement for Publishing, Unreal Engine End User License Agreement for Creators, and MetaHuman Creator End User License Agreement you may have. Those agreements will continue to survive only to the extent that you continue to have rights and obligations under them related to Content. Once you have also agreed to the Epic Content License Agreement (unrealengine.com/eula/content), those agreements will be superseded completely.
This Agreement, however, does not supersede, amend or otherwise affect other agreements you may have with us or any sublicensor authorized by us, other than as described in Section 1(a). For example, if we grant you a license to use Unreal Engine to develop one or more products under a custom license, that custom license and not this Agreement governs your use of Unreal Engine and related materials with respect to those products.
c. Notice
Where this Agreement calls for notice from us, including written notice, we may provide notice to you through the Epic services or by any email address that you’ve provided to us. Our notices, when provided to you through the Epic services, will be effective when you access the Epic services, and when sent to you by email, will be effective when they are sent.
2. Who are You?
a. You
If you use the Licensed Technology on behalf of another person or entity, (i) all references to “you” throughout this Agreement will include, and this Agreement will be binding on, that person or entity, (ii) you represent that you are authorized to accept this Agreement on that person’s or entity’s behalf, and (iii) in the event you violate this Agreement, that person or entity agrees to be responsible to us.
b. Eligibility for This Agreement
If you are under the age of legal majority where you live or otherwise require the consent of a parent or legal guardian to enter into this Agreement under applicable law, you may use the Licensed Technology only under the supervision of a parent or legal guardian who also agrees to be bound by this Agreement.
You are not eligible to enter into this Agreement and may not download or use the Licensed Technology if you are, or are acting on behalf of any person or entity that is (i) listed on or otherwise subject to restrictions under, the Specially Designated Nationals and Blocked Persons List or other similar lists maintained by any U.S. government entity pursuant to economic sanctions laws or (ii) located in, organized in, or ordinarily resident in any country or territory that is subject to a U.S. embargo or other legal prohibition against receiving the Licensed Technology, in each case unless your use of the Licensed Technology is authorized by U.S. law.
3. Who is Epic?
The Epic entity entering into this Agreement with you corresponds to where you live, as set forth below:
If you live (or if the primary place of business of the entity on whose behalf you are using the Licensed Technology is):
In the United States of America the Epic entity entering into this Agreement with you is Epic Games, Inc.
Outside of the United States of America the Epic entity entering into this Agreement with you is Epic Games Commerce GmbH.
4. Privacy
Your privacy is important to us. Please review our Privacy Policy (epicgames.com/privacypolicy). It describes how we collect, use, and share information when you use the Epic services that link to this Privacy Policy.
If you are using the Licensed Technology on behalf of your employer (such as by registering your Epic account with an email address associated with your employer's corporate domain) Epic may, at your employer's request, share your email address with your employer for the purpose of your employer's compliance with the Seat subscription requirements in this Agreement.
5. Records and Audits
You will keep accurate books and records that are reasonably sufficient to verify your compliance with the Seat subscription requirements and the Royalty Addendum. Epic or its designated representatives may upon reasonable prior notice to you conduct reasonable audits of those books and records. Any such audit (a) will be conducted by an independent third party auditor designated by Epic, (b) will not unreasonably interfere with your business activities, (c) may be conducted no more frequently than once every twelve (12) months, and (d) will be conducted during regular business hours. Provided you have complied with this Section 12, Epic will bear the costs of audits unless the results show a shortfall in payments in excess of 5% during the period audited. In all other cases, you will reimburse Epic for the cost of the audit.
Nothing in this Agreement will prejudice any statutory rights that you have that may not be waived. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this and the next sections, so the below terms may not fully apply to you. In those jurisdictions, the exclusions and limitations below apply only to the extent permitted by the applicable laws of such jurisdictions.
THE LICENSED TECHNOLOGY, INCLUDING ALL INFORMATION, CONTENT, MATERIALS, CODE, AND SOFTWARE, ARE PROVIDED BY EPIC ON AN “AS IS” AND “AS AVAILABLE” BASIS. EPIC AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS (THE “EPIC PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE LICENSED TECHNOLOGY. YOUR USE OF THE LICENSED TECHNOLOGY IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE EPIC PARTIES DISCLAIM ALL WARRANTIES, CONDITIONS, COMMON LAW DUTIES, AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE EPIC PARTIES DO NOT WARRANT THAT THE LICENSED TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING WARRANTY DISCLAIMERS WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
7. Limitation of Liability
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE EPIC PARTIES, WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE EPIC PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $1,000 AND THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) TO EPIC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. SEEKING DAMAGES AS LIMITED BY THIS SECTION 14 SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ACT OR OMISSION OF THE EPIC PARTIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
8. Indemnification
This section only applies to the extent allowed by the applicable laws of your jurisdiction. If the applicable laws of your jurisdiction do not allow you to enter into the indemnification obligation below, then you assume, to the extent permitted by the applicable laws of your jurisdiction, all liabilities, damages, judgements, awards, losses, costs, expenses, and fees (including reasonable attorney and expert witness fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense cost of, and hold harmless the Epic Parties from and against all liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorney and expert witness fees) arising out of or in connection with any third-party claims, demands, or actions (i) that, if true, would involve a breach by you of this Agreement (including, without limitation, any distribution or sublicensing of the Licensed Technology in violation of this Agreement), or (ii) related to your Products or your exercise of the License (except to the extent the third party is alleging your authorized use of unmodified Licensed Technology originally provided to you by Epic under this Agreement infringes any patent, trademark, or copyright).
9. Governing Law and Jurisdiction
Any dispute or claim by you arising out of or related to this Agreement will be governed by New York law, exclusive of its choice of law rules. You and Epic agree to submit to the exclusive jurisdiction of the Supreme Court of New York County, New York, or, if federal court jurisdiction exists, the United States District Court for the Southern District of New York. You and Epic agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract will be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.
10. No Class Actions
To the maximum extent permitted by applicable law, you and Epic agree to only bring disputes arising out of or related to this Agreement in an individual capacity and will not:
seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or
consolidate or combine individual proceedings or permit another to do so without the express consent of all parties to this Agreement.
You have the right to opt-out of this class action waiver within 30 days of the date on which you first accepted this Agreement unless a longer period is required by applicable law. To exercise this right, you must send written notice of your decision to the following address: Epic Games, Inc., Legal Department, ATTN: CLASS ACTION OPT-OUT, Box 254, 2474 Walnut Street, Cary, North Carolina, 27518, U.S.A. Your notice must include your name, mailing address, and account name, and state that you wish opt-out of this class action waiver. To be effective, this notice must be received by Epic and postmarked or deposited within 30 days of the date on which you first accepted this Agreement. You are responsible for ensuring that Epic receives your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt.
11. Miscellaneous
a. Support
Epic does not have any support obligations with respect to the Licensed Technology under this Agreement. Support resources may be obtained at www.unrealengine.com/support. Without limiting the foregoing, Epic does not have any obligation to make new versions of the Licensed Technology available, or to continue to make available for access or download any versions of the Licensed Technology.
b. U.S. Government Matters; Export Controls
The Licensed Technology may be considered a “Commercial Item” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Licensed Technology is being licensed to all end users (including any U.S. Government end users) only as a Commercial Item intended for general use, and with only those rights as are granted to other licensees under this Agreement.
You understand and agree that the Licensed Technology may not be used, accessed, downloaded, or otherwise exported, reexported, or transferred in violation of applicable export control, economic sanctions, or import laws or regulations, such as the U.S. Export Administration Regulations and U.S. Department of the Treasury’s Office of Foreign Assets Control regulations.
c. No Assignment
You may not assign your rights or obligations under this Agreement, including any rights to use the Licensed Technology. Any attempted assignment in violation of the foregoing will be void. We may assign this Agreement, in whole or in part, or delegate our rights or obligations hereunder with or without notice to you.
d. Relationship of the Parties
The relationship between you and Epic will be that of independent signatories, and nothing in this Agreement will be construed to constitute either party an agent of the other party. Without limiting the foregoing, neither party will have authority to act for or to bind the other party in any way, including to make representations or warranties or to execute agreements on behalf of the other party. This Agreement will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership obligation or liability upon any party.
e. Language
To the fullest extent permitted by applicable law, the controlling language for this Agreement is English. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. Any translation has been provided for your convenience.
f. No Waiver; Severability
Any act by Epic to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity. Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated. Epic’s obligations are subject to existing laws and legal process, and Epic may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.
g. Survival
Upon conclusion of this Agreement, all royalties due to Epic will become immediately due and payable and all rights and remedies of Epic will survive.
h. Entire Agreement
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Epic relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
This Agreement is a legal document detailing your rights and obligations related to using Epic’s proprietary computer software program known as Unreal® Engine and any updates or upgrades to the program made available by Epic (the “Licensed Technology”). By downloading or using the Licensed Technology, you are agreeing to be bound by the terms of this Agreement, and this Agreement will be effective upon the first of those events to occur. If you do not or cannot agree to the terms of this Agreement, do not use the Licensed Technology. When we say, “you,” “your” or “yourself”, we mean you as an individual or the legal entity exercising rights under this Agreement through you. When we say “Epic,” “we” or “us,” we are referring to the Epic entity responsible for providing the Licensed Technology in your region detailed in Section 3.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND EPIC AGREE TO RESOLVE DISPUTES ONLY IN YOUR INDIVIDUAL CAPACITIES AND NOT AS PART OF A CLASS ACTION (SEE SECTION 10). YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ARE ALSO AGREEING TO CONTRACTUAL TERMS THAT WILL LIMIT SOME OF YOUR LEGAL RIGHTS, INCLUDING A DISCLAIMER OF WARRANTY, AN EXCLUSION OF CERTAIN KINDS OF DAMAGES, AND A LIMITATION OF LIABILITY.
You and Epic agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial.
Table of Contents
Our Relationship
1. The Agreement Between You and Epic
2. Who are You?
3. Who is Epic?
4. Privacy
5. Records and Audits
Other Rights and Obligations
6. Disclaimers
7. Limitation of Liability
8. Indemnification
9. Governing Law and Jurisdiction
10. No Class Actions
11. Miscellaneous
Our Relationship
1. The Agreement Between You and Epica. Amendments
If we make changes to this Agreement, you are not required to accept the amended Agreement, and this Agreement will continue to govern your use of any Licensed Technology you already have access to.
However, if we make changes to this Agreement, you will not be allowed to access certain Epic services or download the Licensed Technology unless you have accepted the amended Agreement. If we make changes, we will provide you with notice, such as by sending an email or giving you notice when you next log into an Epic service.
b. Alternative and Additional Terms
With respect to your rights and obligations related to Licensed Technology, this Agreement supersedes any prior Unreal Engine End User License Agreement for Publishing, Unreal Engine End User License Agreement for Creators, and MetaHuman Creator End User License Agreement you may have. Those agreements will continue to survive only to the extent that you continue to have rights and obligations under them related to Content. Once you have also agreed to the Epic Content License Agreement (unrealengine.com/eula/content), those agreements will be superseded completely.
This Agreement, however, does not supersede, amend or otherwise affect other agreements you may have with us or any sublicensor authorized by us, other than as described in Section 1(a). For example, if we grant you a license to use Unreal Engine to develop one or more products under a custom license, that custom license and not this Agreement governs your use of Unreal Engine and related materials with respect to those products.
c. Notice
Where this Agreement calls for notice from us, including written notice, we may provide notice to you through the Epic services or by any email address that you’ve provided to us. Our notices, when provided to you through the Epic services, will be effective when you access the Epic services, and when sent to you by email, will be effective when they are sent.
2. Who are You?
a. You
If you use the Licensed Technology on behalf of another person or entity, (i) all references to “you” throughout this Agreement will include, and this Agreement will be binding on, that person or entity, (ii) you represent that you are authorized to accept this Agreement on that person’s or entity’s behalf, and (iii) in the event you violate this Agreement, that person or entity agrees to be responsible to us.
b. Eligibility for This Agreement
If you are under the age of legal majority where you live or otherwise require the consent of a parent or legal guardian to enter into this Agreement under applicable law, you may use the Licensed Technology only under the supervision of a parent or legal guardian who also agrees to be bound by this Agreement.
You are not eligible to enter into this Agreement and may not download or use the Licensed Technology if you are, or are acting on behalf of any person or entity that is (i) listed on or otherwise subject to restrictions under, the Specially Designated Nationals and Blocked Persons List or other similar lists maintained by any U.S. government entity pursuant to economic sanctions laws or (ii) located in, organized in, or ordinarily resident in any country or territory that is subject to a U.S. embargo or other legal prohibition against receiving the Licensed Technology, in each case unless your use of the Licensed Technology is authorized by U.S. law.
3. Who is Epic?
The Epic entity entering into this Agreement with you corresponds to where you live, as set forth below:
If you live (or if the primary place of business of the entity on whose behalf you are using the Licensed Technology is):
In the United States of America the Epic entity entering into this Agreement with you is Epic Games, Inc.
Outside of the United States of America the Epic entity entering into this Agreement with you is Epic Games Commerce GmbH.
4. Privacy
Your privacy is important to us. Please review our Privacy Policy (epicgames.com/privacypolicy). It describes how we collect, use, and share information when you use the Epic services that link to this Privacy Policy.
If you are using the Licensed Technology on behalf of your employer (such as by registering your Epic account with an email address associated with your employer's corporate domain) Epic may, at your employer's request, share your email address with your employer for the purpose of your employer's compliance with the Seat subscription requirements in this Agreement.
5. Records and Audits
You will keep accurate books and records that are reasonably sufficient to verify your compliance with the Seat subscription requirements and the Royalty Addendum. Epic or its designated representatives may upon reasonable prior notice to you conduct reasonable audits of those books and records. Any such audit (a) will be conducted by an independent third party auditor designated by Epic, (b) will not unreasonably interfere with your business activities, (c) may be conducted no more frequently than once every twelve (12) months, and (d) will be conducted during regular business hours. Provided you have complied with this Section 12, Epic will bear the costs of audits unless the results show a shortfall in payments in excess of 5% during the period audited. In all other cases, you will reimburse Epic for the cost of the audit.
Other Rights and Obligations
6. DisclaimersNothing in this Agreement will prejudice any statutory rights that you have that may not be waived. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this and the next sections, so the below terms may not fully apply to you. In those jurisdictions, the exclusions and limitations below apply only to the extent permitted by the applicable laws of such jurisdictions.
THE LICENSED TECHNOLOGY, INCLUDING ALL INFORMATION, CONTENT, MATERIALS, CODE, AND SOFTWARE, ARE PROVIDED BY EPIC ON AN “AS IS” AND “AS AVAILABLE” BASIS. EPIC AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS (THE “EPIC PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE LICENSED TECHNOLOGY. YOUR USE OF THE LICENSED TECHNOLOGY IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE EPIC PARTIES DISCLAIM ALL WARRANTIES, CONDITIONS, COMMON LAW DUTIES, AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE EPIC PARTIES DO NOT WARRANT THAT THE LICENSED TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING WARRANTY DISCLAIMERS WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
7. Limitation of Liability
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE EPIC PARTIES, WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE EPIC PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $1,000 AND THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) TO EPIC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. SEEKING DAMAGES AS LIMITED BY THIS SECTION 14 SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ACT OR OMISSION OF THE EPIC PARTIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
8. Indemnification
This section only applies to the extent allowed by the applicable laws of your jurisdiction. If the applicable laws of your jurisdiction do not allow you to enter into the indemnification obligation below, then you assume, to the extent permitted by the applicable laws of your jurisdiction, all liabilities, damages, judgements, awards, losses, costs, expenses, and fees (including reasonable attorney and expert witness fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense cost of, and hold harmless the Epic Parties from and against all liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorney and expert witness fees) arising out of or in connection with any third-party claims, demands, or actions (i) that, if true, would involve a breach by you of this Agreement (including, without limitation, any distribution or sublicensing of the Licensed Technology in violation of this Agreement), or (ii) related to your Products or your exercise of the License (except to the extent the third party is alleging your authorized use of unmodified Licensed Technology originally provided to you by Epic under this Agreement infringes any patent, trademark, or copyright).
9. Governing Law and Jurisdiction
Any dispute or claim by you arising out of or related to this Agreement will be governed by New York law, exclusive of its choice of law rules. You and Epic agree to submit to the exclusive jurisdiction of the Supreme Court of New York County, New York, or, if federal court jurisdiction exists, the United States District Court for the Southern District of New York. You and Epic agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract will be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.
10. No Class Actions
To the maximum extent permitted by applicable law, you and Epic agree to only bring disputes arising out of or related to this Agreement in an individual capacity and will not:
seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or
consolidate or combine individual proceedings or permit another to do so without the express consent of all parties to this Agreement.
You have the right to opt-out of this class action waiver within 30 days of the date on which you first accepted this Agreement unless a longer period is required by applicable law. To exercise this right, you must send written notice of your decision to the following address: Epic Games, Inc., Legal Department, ATTN: CLASS ACTION OPT-OUT, Box 254, 2474 Walnut Street, Cary, North Carolina, 27518, U.S.A. Your notice must include your name, mailing address, and account name, and state that you wish opt-out of this class action waiver. To be effective, this notice must be received by Epic and postmarked or deposited within 30 days of the date on which you first accepted this Agreement. You are responsible for ensuring that Epic receives your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt.
11. Miscellaneous
a. Support
Epic does not have any support obligations with respect to the Licensed Technology under this Agreement. Support resources may be obtained at www.unrealengine.com/support. Without limiting the foregoing, Epic does not have any obligation to make new versions of the Licensed Technology available, or to continue to make available for access or download any versions of the Licensed Technology.
b. U.S. Government Matters; Export Controls
The Licensed Technology may be considered a “Commercial Item” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Licensed Technology is being licensed to all end users (including any U.S. Government end users) only as a Commercial Item intended for general use, and with only those rights as are granted to other licensees under this Agreement.
You understand and agree that the Licensed Technology may not be used, accessed, downloaded, or otherwise exported, reexported, or transferred in violation of applicable export control, economic sanctions, or import laws or regulations, such as the U.S. Export Administration Regulations and U.S. Department of the Treasury’s Office of Foreign Assets Control regulations.
c. No Assignment
You may not assign your rights or obligations under this Agreement, including any rights to use the Licensed Technology. Any attempted assignment in violation of the foregoing will be void. We may assign this Agreement, in whole or in part, or delegate our rights or obligations hereunder with or without notice to you.
d. Relationship of the Parties
The relationship between you and Epic will be that of independent signatories, and nothing in this Agreement will be construed to constitute either party an agent of the other party. Without limiting the foregoing, neither party will have authority to act for or to bind the other party in any way, including to make representations or warranties or to execute agreements on behalf of the other party. This Agreement will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership obligation or liability upon any party.
e. Language
To the fullest extent permitted by applicable law, the controlling language for this Agreement is English. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. Any translation has been provided for your convenience.
f. No Waiver; Severability
Any act by Epic to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity. Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated. Epic’s obligations are subject to existing laws and legal process, and Epic may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.
g. Survival
Upon conclusion of this Agreement, all royalties due to Epic will become immediately due and payable and all rights and remedies of Epic will survive.
h. Entire Agreement
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Epic relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.