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CITY OF THE SHROUD END USER LICENSE AGREEMENT
Please read the following end user license agreement (“Agreement”) carefully before installing City of the Shroud (the “Game”). By installing, copying, and/or otherwise using the Game Software (defined below), you agree to be bound by this Agreement as set forth by Abyssal Arts Ltd., an Ohio limited liability company (“Abyssal Arts”).
ABYSSAL ARTS PROVIDES THE GAME SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THESE TERMS. BY CLICKING “I ACCEPT,” YOU: (A) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY IT; AND (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. AFTER YOU ACCEPT THIS AGREEMENT, ABYSSAL ARTS WILL GRANT YOU A LICENSE (DEFINED BELOW) TO USE THE GAME SOFTWARE.
ABYSSAL ARTS PROVIDES THE GAME SOFTWARE IN CONJUNCTION WITH STEAMTM AND PLAYFABTM. YOUR USE OF THE GAME SOFTWARE IS THEREFORE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE STEAM SUBSCRIBER AGREEMENT, STEAM PRIVACY AGREEMENT, PLAYFAB TERMS OF SERVICES, PLAYFAB PRIVACY STATEMENT (SUBJECT TO THE MICROSOFT PRIVACY STATEMENT), AND ANY OTHER TERMS SET FORTH IN RELATION TO THE STEAM OR PLAYFAB SERVICES.
Notwithstanding anything to the contrary in this Agreement, or your acceptance of this Agreement’s terms, Abyssal Arts will not grant a License (whether expressly, by implication, or otherwise) concerning any Game Software that you did not acquire lawfully or that is not a legitimate, authorized copy of the Game Software.
1. License Grant and Scope. Subject to and conditioned upon your strict compliance with this Agreement, Abyssal Arts grants you a non-exclusive, non-transferrable, non-sublicensable, limited license to install and use, solely for your personal use, one copy of the Game Software during the Term of this Agreement on one computer hard drive at any given time (the “License”). The term “Game Software” includes the software included in the Game and any changes to it; the associated media; any software associated with the online mode of the Game (subject to any additional terms of use applicable to such online mode); any manuals; any online or electronic documentation; any updates, upgrades, bug fixes, patches, and other software modifications; and any and all copies of such software and materials. All rights not specifically granted under the License are hereby reserved by Abyssal Arts and, as applicable, by its licensors. The License does not give you any title or ownership to the Game Software and shall not be construed as a sale or transfer of any intellectual property or other rights to the Game Software.
2. Term. The “Term” of this Agreement shall begin on the date you accept this Agreement and shall continue until the earlier of: (i) you ceasing to use and destroying all copies of the Game Software in your possession; or (ii) Abyssal Arts providing you written notice of its termination of the License due to your material breach of this Agreement that is either incapable of cure or, being capable of cure, remains uncured for ten days after Abyssal Arts provides you with written notice of the breach. If Abyssal Arts terminates this Agreement, you shall immediately cease using and destroy all copies of the Game Software in your possession.
3. License Restrictions. You agree to only use the Game Software, or any part of it, in a manner that is consistent with the License. You SHALL NOT:
4. Maintenance and Support. In connection with the License, Abyssal Arts may provide updates, upgrades, bug fixes, patches, and other modifications to the Game Software that must be installed for you to continue to play the Game properly or at all. Abyssal Arts may update, patch, or modify the Game Software remotely and access the Game Software residing on your devise for such purpose. You hereby grant Abyssal Art the right to deploy and apply any such updates, upgrades, bug fixes, patches, and other modifications.
5. Collection; Use; and Deletion of Information.
5.1. Collection. You acknowledge that Abyssal Arts will, directly or indirectly through third parties such as Steam and PlayFab, collect and store certain information in connection with your use of the Game Software. Such collected and stored information may include, without limitation, your Steam ID, PlayFab ID, PlayFab account creation date, first login date, most recent login date, city and country of login, IP addresses, player progress data, player inventory data, player progress data, player character details (character names, equipment, class, equipment IDs), friend list, and battle statistics (collectively, “Information”).
5.2. Use. Abyssal Arts may use any Information for any purpose related to any use of the Game Software by you or on your equipment, including, but not limited to:
5.3. Deletion. You may contact Abyssal Arts at any time to request the deletion of your Information. Please direct all such requests to contact@abyssalarts.com. Abyssal Arts is not responsible for the deletion of any Information by any third party, such as Steam or PlayFab.
6. Intellectual Property Rights. You acknowledge and agree that the Game Software is provided under license, and not sold, to you. You do no acquire any ownership interest in the Game Software under this Agreement, or any other rights thereto, other than to use the Game Software. Abyssal Arts and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Game Software and all intellectual property rights arising out of or in relation to the Game Software. You shall use commercially reasonable efforts to safeguard all Game Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
7. Game Influence Policy. As you play the Game, Abyssal Arts may collect Information from you to influence the development of future chapters. For example, battle statistics collected from you as you play Chapter 1 of the Game may be used to influence the writing of Chapter 2. Abyssal Arts will determine the set of dates on which your Information may influence certain Game chapters (each set of dates, an “Influence Window”). Abyssal Arts will make the dates of each Influence Window reasonably available to you. After an Influence Window for a chapter of the Game ends, your Information will no longer be used to influence that chapter. Abyssal Arts will not incorporate into any subsequent Game chapters any Information received by Abyssal Arts outside of an Influence Window for any reason, including, but not limited to, your inability to access Abyssal Arts’ servers during the Influence Window, hard drive crashes, bugs, data transmission issues, or a loss of Information by Abyssal Arts or a third party. Nothing in this Agreement requires Abyssal Arts to include your content in any subsequent chapters or versions of the Game.
8. Warranty Disclaimer. THE GAME SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ABYSSAL ARTS, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS AND SERVICES PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE GAME SOFTWARE INCLUDING ALL IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ABYSSAL ARTS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OR ANY KIND, THAT THE LICENSED GAME SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9. Limitation of Liability. To the fullest extent permitted under applicable law:
10. Injunctive Relief. You agree that Abyssal Arts will be irreparably damaged if the terms of this Agreement were not specifically enforced. As a result, you agree that Abyssal Arts shall be entitled, without bond or other security or proof of damages, to take such action against you as may be required, including seeking an injunction and other equitable remedies in addition to any other remedies available to it under applicable law.
11. Indemnification. You agree to indemnify, defend, and hold harmless Abyssal Arts, its partners, service providers, affiliates, contractors, licensors, officers, directors, employees, and agents from all claims, damages, costs, and expenses (including reasonable legal fees) arising directly or indirectly from your acts or omissions in connection with using the Game Software or any breach by you of the terms of this Agreement.
12. Miscellaneous.
Please read the following end user license agreement (“Agreement”) carefully before installing City of the Shroud (the “Game”). By installing, copying, and/or otherwise using the Game Software (defined below), you agree to be bound by this Agreement as set forth by Abyssal Arts Ltd., an Ohio limited liability company (“Abyssal Arts”).
ABYSSAL ARTS PROVIDES THE GAME SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THESE TERMS. BY CLICKING “I ACCEPT,” YOU: (A) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY IT; AND (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. AFTER YOU ACCEPT THIS AGREEMENT, ABYSSAL ARTS WILL GRANT YOU A LICENSE (DEFINED BELOW) TO USE THE GAME SOFTWARE.
ABYSSAL ARTS PROVIDES THE GAME SOFTWARE IN CONJUNCTION WITH STEAMTM AND PLAYFABTM. YOUR USE OF THE GAME SOFTWARE IS THEREFORE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE STEAM SUBSCRIBER AGREEMENT, STEAM PRIVACY AGREEMENT, PLAYFAB TERMS OF SERVICES, PLAYFAB PRIVACY STATEMENT (SUBJECT TO THE MICROSOFT PRIVACY STATEMENT), AND ANY OTHER TERMS SET FORTH IN RELATION TO THE STEAM OR PLAYFAB SERVICES.
Notwithstanding anything to the contrary in this Agreement, or your acceptance of this Agreement’s terms, Abyssal Arts will not grant a License (whether expressly, by implication, or otherwise) concerning any Game Software that you did not acquire lawfully or that is not a legitimate, authorized copy of the Game Software.
1. License Grant and Scope. Subject to and conditioned upon your strict compliance with this Agreement, Abyssal Arts grants you a non-exclusive, non-transferrable, non-sublicensable, limited license to install and use, solely for your personal use, one copy of the Game Software during the Term of this Agreement on one computer hard drive at any given time (the “License”). The term “Game Software” includes the software included in the Game and any changes to it; the associated media; any software associated with the online mode of the Game (subject to any additional terms of use applicable to such online mode); any manuals; any online or electronic documentation; any updates, upgrades, bug fixes, patches, and other software modifications; and any and all copies of such software and materials. All rights not specifically granted under the License are hereby reserved by Abyssal Arts and, as applicable, by its licensors. The License does not give you any title or ownership to the Game Software and shall not be construed as a sale or transfer of any intellectual property or other rights to the Game Software.
2. Term. The “Term” of this Agreement shall begin on the date you accept this Agreement and shall continue until the earlier of: (i) you ceasing to use and destroying all copies of the Game Software in your possession; or (ii) Abyssal Arts providing you written notice of its termination of the License due to your material breach of this Agreement that is either incapable of cure or, being capable of cure, remains uncured for ten days after Abyssal Arts provides you with written notice of the breach. If Abyssal Arts terminates this Agreement, you shall immediately cease using and destroy all copies of the Game Software in your possession.
3. License Restrictions. You agree to only use the Game Software, or any part of it, in a manner that is consistent with the License. You SHALL NOT:
- 3.1. Without written permission from Abyssal Arts, use, advertise, or exploit the Game Software or any of its parts, commercially, including, but not limited to, use at a cyber (internet) café, computer gaming center, or any other location-based site;
- 3.2. Provide any other person with access to or use of the Game Software;
- 3.3. Without a separate, additional license from Abyssal Arts, use the Game Software, or permit the use of the Game Software, on more than one computer, game console, handheld device, or PDA at the same time;
- 3.4. Except as stated in the Influence Policy in this Agreement, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Game Software;
- 3.5. Combine the Game Software, or any part thereof, with, or incorporate the Game Software or any part thereof in, any other programs;
- 3.6. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Game Software or any part thereof (except as the applicable law expressly permits, in which case all and any lawful modifications, adaptations, improvements, etc., and all copyrights and morale rights therein, shall be deemed assigned to, and shall belong to, vest in, and be the exclusive property of Abyssal Arts and/or its licensors on creation);
- 3.7. Remove, delete, alter, or obscure any trademarks, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Game Software;
- 3.8. Remove, disable, or circumvent any security protections or any technical measures that control access to the Game Software;
- 3.9. Copy the Game Software in whole or in part (except that you may make one copy of the Game Software for backup or archival purposes) or make copies of the materials accompanying the Game Software for non-commercial backup and reference only;
- 3.10. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Game Software, or any features or functionality of the Game Software, available to any third party for any reason, whether or not over a network or on a hosted basis;
- 3.11. Use the Game Software in violation of any law, regulation, or rule; or
- 3.12. Use the Game Software for purposes of competitive analysis, the development of a competing software product or service, or any other purpose that is to the commercial disadvantage of Abyssal Arts.
4. Maintenance and Support. In connection with the License, Abyssal Arts may provide updates, upgrades, bug fixes, patches, and other modifications to the Game Software that must be installed for you to continue to play the Game properly or at all. Abyssal Arts may update, patch, or modify the Game Software remotely and access the Game Software residing on your devise for such purpose. You hereby grant Abyssal Art the right to deploy and apply any such updates, upgrades, bug fixes, patches, and other modifications.
5. Collection; Use; and Deletion of Information.
5.1. Collection. You acknowledge that Abyssal Arts will, directly or indirectly through third parties such as Steam and PlayFab, collect and store certain information in connection with your use of the Game Software. Such collected and stored information may include, without limitation, your Steam ID, PlayFab ID, PlayFab account creation date, first login date, most recent login date, city and country of login, IP addresses, player progress data, player inventory data, player progress data, player character details (character names, equipment, class, equipment IDs), friend list, and battle statistics (collectively, “Information”).
5.2. Use. Abyssal Arts may use any Information for any purpose related to any use of the Game Software by you or on your equipment, including, but not limited to:
- 5.2.1. Writing new story content for the Game;
- 5.2.2. Improving and adjusting the design and performance of the Game Software;
- 5.2.3. Providing a server-hosted save system;
- 5.2.4. Developing updates, upgrades, patches, bug fixes, and other modifications to the Game Software; and
- 5.2.5. Verifying your compliance with this Agreement and enforcing Abyssal Arts’ rights, including all intellectual property rights in and to the Game Software.
5.3. Deletion. You may contact Abyssal Arts at any time to request the deletion of your Information. Please direct all such requests to contact@abyssalarts.com. Abyssal Arts is not responsible for the deletion of any Information by any third party, such as Steam or PlayFab.
6. Intellectual Property Rights. You acknowledge and agree that the Game Software is provided under license, and not sold, to you. You do no acquire any ownership interest in the Game Software under this Agreement, or any other rights thereto, other than to use the Game Software. Abyssal Arts and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Game Software and all intellectual property rights arising out of or in relation to the Game Software. You shall use commercially reasonable efforts to safeguard all Game Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
7. Game Influence Policy. As you play the Game, Abyssal Arts may collect Information from you to influence the development of future chapters. For example, battle statistics collected from you as you play Chapter 1 of the Game may be used to influence the writing of Chapter 2. Abyssal Arts will determine the set of dates on which your Information may influence certain Game chapters (each set of dates, an “Influence Window”). Abyssal Arts will make the dates of each Influence Window reasonably available to you. After an Influence Window for a chapter of the Game ends, your Information will no longer be used to influence that chapter. Abyssal Arts will not incorporate into any subsequent Game chapters any Information received by Abyssal Arts outside of an Influence Window for any reason, including, but not limited to, your inability to access Abyssal Arts’ servers during the Influence Window, hard drive crashes, bugs, data transmission issues, or a loss of Information by Abyssal Arts or a third party. Nothing in this Agreement requires Abyssal Arts to include your content in any subsequent chapters or versions of the Game.
8. Warranty Disclaimer. THE GAME SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ABYSSAL ARTS, ON ITS OWN BEHALF AND ON BEHALF OF ITS LICENSORS AND SERVICES PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE GAME SOFTWARE INCLUDING ALL IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ABYSSAL ARTS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OR ANY KIND, THAT THE LICENSED GAME SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9. Limitation of Liability. To the fullest extent permitted under applicable law:
- 9.1. IN NO EVENT WILL ABYSSAL ARTS, OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE GAME SOFTWARE; DELAYS, INTERRUPTIONS, LOSS, OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ABYSSAL ARTS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 9.2. IN NO EVENT WILL ABYSSAL ARTS’, INCLUDING ANY OF ITS LICENSORS’ AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO ABYSSAL ARTS FOR THE GAME SOFTWARE THAT IS THE SUBJECT OF THE CLAIM.
- 9.3. THE LIMITATIONS SET FORTH IN SECTIONS 9.1 AND 9.2 SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
10. Injunctive Relief. You agree that Abyssal Arts will be irreparably damaged if the terms of this Agreement were not specifically enforced. As a result, you agree that Abyssal Arts shall be entitled, without bond or other security or proof of damages, to take such action against you as may be required, including seeking an injunction and other equitable remedies in addition to any other remedies available to it under applicable law.
11. Indemnification. You agree to indemnify, defend, and hold harmless Abyssal Arts, its partners, service providers, affiliates, contractors, licensors, officers, directors, employees, and agents from all claims, damages, costs, and expenses (including reasonable legal fees) arising directly or indirectly from your acts or omissions in connection with using the Game Software or any breach by you of the terms of this Agreement.
12. Miscellaneous.
- 12.1. Assignment. You will not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Abyssal Arts’ prior written consent. No delegation or transfer will relieve you from any of your obligations or performance under this Agreement. Abyssal Arts may freely assign or otherwise transfer all or any of its rights, delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
- 12.2. Entire Agreement. This Agreement constitutes the sole and entire agreement between you and Abyssal Arts with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
- 12.3. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Ohio without giving effect to any choice or conflict of law provision or rule. To the extent any claims are governed by federal law, such federal law also shall be applicable. You and Abyssal Arts consent to the exclusive personal jurisdiction of the state and federal courts located in Cleveland, Ohio, in connection with any claim or dispute concerning this Agreement or the Game Software, and you and Abyssal Arts waive any objection based on the venue or inconvenience of such forum. If you are from outside of the United States, the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
- 12.4. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by electronic mail with confirmation of delivery; or (iii) one business day after deposit with an internationally recognized overnight courier, specifying next day delivery, with verification of receipt. All communications shall be sent to the party to be notified at the address as such party may designate by ten days advance written notice to the other parties hereto.
- 12.5. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, without invalidating or rendering unenforceable the remaining provisions of this Agreement.
- 12.6. Amendments. Abyssal Arts reserves the right to amend this Agreement at any time, in its sole discretion. Abyssal Arts will post any such changes on the Abyssal Arts website and/or will communicate such changes through Steam. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you may terminate this Agreement by giving written notice of termination to contact@abyssalarts.com. Your installation and use of any updates or modifications in the Game Software or your continued use of the Game Software following notice of changes to this Agreement provided by Abyssal Arts will constitute your acceptance of any and all changes to the terms of this Agreement.