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Welcome to our game, Due Process (the “Game”), by Annapurna Games, LLC (“Annapurna”, “we”, “our”, or “us”). These terms and conditions define your rights and obligations related to the Game and the rules for using the Game (collectively, the “Agreement”). This Agreement is a license and legal agreement between you and us and it describes the terms and conditions for using the Game, including any updates, patches, downloadable content, add-ons, or modified versions of the Game.
If you buy, download, install, use or play the Game, you agree to be bound by the terms of this Agreement. By entering into this Agreement, you are confirming you are an adult of legal age, you understand and accept this Agreement (including its dispute resolution terms), and you are legally and financially responsible for all actions using or accessing the Game. If you are under the legal age of majority, your parent or legal guardian must consent to this Agreement. If you (or your parent or legal guardian) do not or cannot agree to the terms of this Agreement, you may not buy, download, install, play or use the Game.
By accepting and agreeing to this Agreement, you are also agreeing to our Privacy Policy, which is expressly incorporated in full into this Agreement. Our Privacy Policy describes the types of data we collect from you and your devices, how we use your data, and the legal bases we have to process your data.
By accepting and agreeing to this Agreement, you are also agreeing to all terms of service and use, legal requirements, privacy policies, and any other agreements, terms and conditions of the platform used to purchase or otherwise access the Game, including specifically those of the Steam platform offered by Valve Corporation, which can be accessed on their website.
THIS AGREEMENT ALSO CONTAINS A BINDING INDIVIDUAL ARBITRATION CLAUSE AND CLASS-ACTION WAIVER PROVISION BELOW. IF YOU ACCEPT THIS AGREEMENT, YOU AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. THESE TERMS WILL AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY. YOU MAY HAVE A TIME-LIMITED RIGHT TO OPT OUT.
1. License Grant
Subject to this Agreement and its terms and conditions, Annapurna grants to you a personal, non-exclusive, revocable, non-transferable, non-sublicensable limited right and license to install and use the Game on compatible devices you own or control for your personal entertainment use only (the “License”). The rights granted to you under the License are subject to the terms of this Agreement and your full compliance with this Agreement, and you may only make use of the License if you comply with all applicable terms of the Agreement. The License becomes effective on the date you accept this Agreement or otherwise first install or use the Game and ends on the earlier date of either your complete disposal of the Game or the termination of this Agreement.
The Game is licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Game is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Game. Annapurna retains all right, title, and interest to the Game, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights. The Game is protected by U.S. copyright and trademark law and any other applicable intellectual property laws and treaties throughout the world. The Game may not be copied, reproduced, altered, modified, or distributed in any manner or medium, in whole or in part, without prior written consent from Annapurna. Any persons copying, reproducing, or distributing all or any portion of the Software in any manner or medium, will be willfully violating the copyright laws and may be subject to civil and criminal penalties in the U.S. or their local country. All rights not expressly granted under this Agreement are reserved by Annapurna.
2. License Conditions
You may not do or attempt to do any of the following with respect to the Game or any of its parts:
(a) use it commercially or for a promotional purpose, otherwise commercially exploit it without the express written permission of Annapurna;
(b) distribute, lease, license, sell, rent, display, or otherwise transfer or assign the Game, or any copies of the Game, or use it in a way that is not expressly authorized in this Agreement;
(c) make a copy of the Game or any part thereof, or make a copy of the Game or any portion thereof available on a network for use or download;
(d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on the Game;
(e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in the Game;
(f) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other game modes;
(g) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights;
(h) use, export, or re-export it in violation of any applicable law or regulation;
(i) restrict or inhibit any other user from using and enjoying any online features of the Game or behave in a manner which is detrimental to the enjoyment of the Game by other users, in Annapurna’s sole judgment, including but not limited to the following – harassment, use of abusive or offensive language, game sabotage, spamming, scamming, cheating, using any unauthorized method or program, or otherwise contributing to such unauthorized behavior.
3. Non-Final Version; Updates and Patches
You agree and acknowledge that you are using a beta and/or non-final version of the Game and at any time we may update to or publish or release an updated version of the Game. Therefore, although we do not have any express maintenance or support obligations with respect to the Game, we may from time to time provide patches, updates, or upgrades to the Game that must be installed in order for you to continue to use the Game, and you hereby consent to our applying such patches, updates, and upgrades.
In addition, you agree and acknowledge Annapurna can terminate or discontinue the Game at any time and for any reason, and may delete or modify the information stored by the platform or Game. If we terminate or discontinue the Game, you agree to delete the Game from any hard drives, computer systems, or other devices on which the Game has been installed. And, you agree and acknowledge that our termination or discontinuing of the Game shall not be grounds for any refunds of any kind.
You also agree and acknowledge that the Game is non-final and a work in progress, and therefore may contain bugs or errors which may cause a loss of data and/or damage to your computer system or other devices, and Annapurna is not liable in any way for such loss of data or damage, for interruptions of service, of for software or hardware failures.
You also agree and acknowledge that your use of the Game does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Game, and you acknowledge that any character data, game progress, game customization or other data related to your use of the Game may cease to be available to you at any time, including without limitation after a patch, update, or upgrade, or if Annapurna in its sole discretion terminates or discontinues the Game at any time and for any reason.
4. Technical Protections
The Game may include security measures to control access to the Game, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Game and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other security devices designed to prevent the unauthorized access, use, and copying of the Game or any portions or components thereof. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly.
5. User Generated Content
The Game may provide features which allow you to create, develop, modify, or contribute content (“User Content”) and to upload, publish, or otherwise make available User Content to other users of the Game. These features may also allow you to interact with, manipulate, and change User Content in whole or in part. User Content may include without limitation chat posts, voice communication, in-game texting, character data, game customization, in-game constructions, replays, cinematics, scripts and programs, modes, gameplay, experiences, interactive features, screenshots, audiovisual combinations, musical works, animations, and other types of works (standalone or in combination).
You hereby grant to Annapurna an irrevocable and non-exclusive permission, right, and license to host, copy, import, store, modify, adapt, display, perform, reproduce, create derivative works, publicly display, transfer, sublicense, and distribute (collectively “Use”) your User Content in whole or in part in any media, platform, or channel in connection with the Game. You retain all other rights that you may have in your User Content. You understand that you are not entitled to receive any compensation, fees, consideration, or other remuneration for your User Content in connection with the Game or Annapurna’s Use of your User Content.
You represent and warrant that your User Content does not infringe upon the copyright, trademark, patent, trade secret or other intellectual property rights of any third party. You further represent and warrant that you will not use or contribute User Content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or otherwise objectionable or inappropriate. Annapurna may remove any User Content and any related content or elements from the Game at its sole discretion.
6. Community Guidelines (Code of Conduct)Because the Game is an online interactive multi-player game with in-game voice, text, and visual communication capabilities, your actions may impact up to ten (10) other players per game match - and many of these players may even be between 13 to 17 years old. Thus, in order to maintain a safe, fun environment for all users of the Game, we may issue disciplinary actions (“Disciplinary Actions”) to regulate community behavior (“Community Guidelines”), including but not limited to warnings, suspensions, and permanent bans for any reason. The scope of the Community Guidelines and determination of any Disciplinary Actions is in the sole discretion of Annapurna.
Common reasons for Disciplinary Action include, but are not necessarily limited to:
• Using offensive in-game names or remarks,
• cheating,
• trash talking,
• hate speech of any form or manner,
• racism or sexism of any form or manner,
• discrimination or discriminatory comments of any form or manner, including without limitation on the basis of race, gender, religion, sex, gender identity, age, disability, ethnic origin, or sexual orientation,
• disparaging, defaming, name-calling, or engaging in any form of intimidation against another user,
• swearing or use of any other inappropriate or offensive language,
• making offensive or insensitive remarks of any kind,
• making or posting sexually explicit remarks or images,
• engaging in any act of sexual misconduct, including but not limited to sexual innuendo, sharing sexually explicit content, or making offensive or inappropriate advances or comments to other users,
• revealing personally identifying information of other users or infringing on the privacy of other users,
• harassing, stalking, spamming, or making any other inappropriate comments or actions towards other users,
• data mining,
• using exploits, hacks, or third party tools to obtain an unfair advantage in the Game,
• imitating staff and moderators,
• engage in solicitation or advertising other products or services,
• drawing obscenities or using offensive language in the “Planning Phase”, and/or
• doing anything that infringes on the intellectual property rights (including copyright, trademark, and patent rights), proprietary rights, trade secrets, personality rights, contract rights or restrictions, or other right of any third party.
We take words and actions very seriously. Thus, while most Disciplinary Actions may start with a warning and progresses higher, this is not the guaranteed outcome for each case. Your failure to comply with any part of the Community Guidelines may result in your Game account’s termination. We will generally only issue higher-level Disciplinary Actions, such as bans, for egregious behavior and/or patterns. We will generally issue warnings or lower-level suspensions before higher-level suspensions/bans, although not always - it will depend on the extremities. Disciplinary Actions may also be raised or lowered, depending on player behavior and internal communication, after further review and investigation by us.
If you are suspended, banned, or otherwise issued Disciplinary Action against you, any accounts associated with your computer and/or network may also receive such Disciplinary Action, and duplicate accounts are not permitted.
Our Game also contains a feature called the “Planning Phase” that allows you to share a “whiteboard” containing notes, drawings, strategy, and other content. This is shared by you in real time pre-game match, which means we are not equipped to review each Planning Phase produced by other users. Therefore, we rely on our users, such as yourself, to enforce and help us identify problems. Thus, please do not hesitate to contact us if you find something objectionable, infringing, or in violation with the Community Guidelines.
Furthermore, you accept sole and complete liability for any content and communications shared by you to other uses related to the Game. As such, you agree to indemnify and hold harmless Annapurna and its officers, employees, agents, representatives, affiliates, subcontractors, members and assigns, against any and all claims, disputes, demands, actions, suits, damages, liabilities, obligations, losses, settlements, judgements, costs and expenses (including without limitation attorneys’ fees and costs) made or entered into against us that arise out of, relate to or are the result of your content and communications related to the Game.
7. User Comments and Feedback
We and our game may offer various opportunities to interact and share your opinions and thoughts with us and other users in Game or via various forum, social media pages, Discord, through the Game’s Steam page, or via other community initiatives. However, please note that the opinions or views expressed, or statements made via posts, user comments, feedback, “wiki” entries, online chat (in Game or via Discord or comparable social media outlets), or via other features of the Game (collectively referred to herein as “User Comments”), do not reflect the opinions or views of Annapurna.
We do not review, edit or modify User Comments. However, we reserve the right to remove or modify any User Comments for any reason. By sharing User Comments and accepting the terms of this Agreement and the Community Guidelines, you acknowledge that we may make such deletions or changes without notice to you, nor is any such change or removal subject to review, appeal or revocation.
We may also, from time to time, publicly share or redistribute User Comments on our website, or through other media or social media channels, press releases, or promotional and marketing materials. You hereby grant us a non-exclusive, perpetual and irrevocable right and license us to use your User Comments in connection with the promotion of the Game.
Similarly, if you provide us with any Feedback, you hereby grant Annapurna a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly to us that relates to the Game.
8. Disclaimers and Limitation of Liability
DISCLAIMER: ALL INFORMATION, CONTENT, SERVICES, AND MATERIAL AVAILABLE IN THE GAME AND RELATED SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT (1) THE GAME WILL OPERATE PROPERLY, (2) THAT THE GAME WILL MEET YOUR REQUIREMENTS, (3) THAT THE OPERATION OF THE GAME WILL BE UNINTERRUPTED, BUG FREE, OR ERROR FREE IN ANY OR ALL CIRCUMSTANCES, OR (4) THAT ANY DEFECTS IN THE GAME CAN OR WILL BE CORRECTED. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNIFORM COMMERCIAL CODE OR IN ANY OTHER COMPARABLE STATUTE IS EXPRESSLY DISCLAIMED. THIS PARAGRAPH WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
NO WARRANTIES: ANNAPURNA AND ITS AFFILIATES, LICENSORS AND DISTRIBUTORS DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE PRIVACY AND INTEGRITY OF THE COMPUTER RESOURCES YOU USE TO OPERATE THE GAME. NEITHER WE NOR OUR LICENSORS OR DISTRIBUTORS SHALL BE LIABLE FOR ANY DISRUPTIONS, DELAYS OR OTHER OMISSIONS IN ANY CONNECTION, DATA EXCHANGE OR OTHER INTERACTION THAT YOU MAY EXPERIENCE WHEN YOU USE THE GAME, REGARDLESS OF CAUSE (I.E., ANY SYSTEM FAILURE, SERVER ACCESS LOSS, OR DATA BREACH RESULTING FROM ANY CAUSE, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, NATURE OR OTHER CAUSES). NEITHER WE NOR OUR LICENSORS OR DISTRIBUTORS SHALL BE RESPONSIBLE FOR THE CONDUCT OF ANY USERS OR COMPUTERS THAT CONNECT, EXCHANGE DATA, OR OTHERWISE INTERACT WITH YOU OR YOUR COMPUTER AS A RESULT OF YOUR USE OF THE GAME.
LIMITATION OF LIABILITY: YOUR PURCHASE AND USE OF THE GAME IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT YOUR ABILITY TO PLAY THE GAME WILL BE TIMELY, SECURE, UNINTERRUPTED OR DEFECT-FREE. IN NO EVENT WILL WE NOR OUR AFFILIATES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OR LOSS OF DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT ARISING IN ANY WAY OUT OF PURCHASE OR USE OF THE GAME. IN NO EVENT WILL YOU BE ENTITLED TO A REFUND OR CHARGEBACK FOR THE GAME.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANNAPURNA AND ITS AFFILIATES LICENSORS AND DISTRIBUTORS SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE GAME, OR THE DELAY OR INABILITY TO USE OR LACK OF FUNCTIONALITY OF THE GAME, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE GAME WILL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) FOR THE GAME DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.
9. Indemnity
This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Annapurna, its licensors and distributors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Game, or (c) any claim of infringement or violation of any third-party intellectual property rights arising from your User Content. You agree to reimburse Annapurna on demand for any defense costs incurred by Annapurna and any payments made or loss suffered by Annapurna, whether in a court judgment or settlement, based on any matter covered by this Section 9.
10. Termination
Without limiting any other rights of Annapurna, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting the Game from all devices on which you have installed it. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Game in your possession. However, Sections 5, 7 – 9, and 11 -16 of this Agreement shall survive and any termination of this Agreement.
Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
11. Governing Law and Jurisdiction
This Agreement shall be construed and enforced in accordance with the laws of the State of California, United States of America, without reference to the principles of conflict of laws of any jurisdiction (including those of the State of California). For any disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you agree to submit to the exclusive jurisdiction and venue of the state and federal courts in Los Angeles, California, and you agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts.
12. Binding Individual Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between us and you is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution.
You and Annapurna agree to arbitrate all Disputes regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.
In the event of any dispute, controversy, or difference, arising among or out of, or in relation to, or in connection with the interpretation or performance of this Agreement or any of the terms hereof, or a breach hereof (“Dispute”), the parties hereto shall promptly conduct informal discussions and negotiations in good faith with a view to resolve such Dispute effecting as nearly as possible the intent and purposes of this Agreement. Any resolution of such Dispute shall be set forth in a writing signed by the parties.
If such Dispute cannot be satisfactorily resolved by the Parties themselves through friendly consultation within a period of thirty (30) calendar days after notice by you to Annapurna of a Dispute, you or Annapurna may commence an arbitration in accordance with this Agreement.
The arbitration shall be initiated and conducted according to either JAMS Streamlines (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) arbitration rules and procedure in effect at the time the request for arbitration is made, except as modified herein, including the optional appeal procedure (the “Arbitration Rules”). The Tribunal will consist of one arbitrator having experience in intellectual property and commercial disputes. The place of arbitration will be the Los Angeles, California office of JAMS or its successor (“JAMS”). The language to be used in the arbitral proceedings will be English. You and Annapurna agree that whether a dispute is subject to arbitration under this Agreement will be determined by the arbitrator rather than a court. Any decision or award will include a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions. Judgment upon the decision or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Annapurna will pay its arbitration costs as required by the Arbitration Rules and, in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your arbitration filing and hearing fees as the arbitrator deems is necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. Each side shall pay his, her, or its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and/or litigation costs, in which case the arbitrator shall award fees or costs as required by the applicable law.
This Binding Individual Arbitration section survives any termination of this Agreement. Further, although we may revise its End User License Agreement, Privacy Policy, or other related agreements at our discretion, we not have the right to alter this agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute has accrued. If any part of this Binding Individual Arbitration section is deemed invalid, unenforceable, or illegal, then the balance of this arbitration provision shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision had not been included.
13. Class Action Waiver.
THE ARBITRATION PROCEEDINGS DESCRIBED ABOVE IN SECTION 12 OF THIS AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. Neither You nor Annapurna shall be entitled to join or consolidate disputes by or against other individuals or entities, or to arbitrate any dispute in a representative capacity, including, without limitation, as a representative member of a class or in a private attorney general capacity, in connection with any Dispute. Further, unless both you and we agree, the arbitrator may not consolidate more than one person’s claim. The arbitrator may award any individual relief or individual remedies that are permitted by applicable law, but to the maximum extent permitted by applicable law, may not award relief against Annapurna respecting any person other than you.
14. Your 30-Day Right to Opt Out
You have the right to opt out of and not to be bound by the Binding Individual Arbitration of section 12 and Class Action Waiver of section 13 of this Agreement. To exercise this right, you must send written notice of your decision to the following address: Annapurna Games, LLC, 812 North Robertson Blvd, West Hollywood, CA 90069.
Your notice must include your name, mailing address, date you purchased the Game, and state that you do not wish to resolve disputes with us through arbitration. To be effective, this notice must be postmarked or deposited within 30 days of the date on which you first accepted this Agreement unless a longer period is required by applicable law; otherwise you will be bound to arbitrate disputes in accordance with this section.
You are responsible for ensuring that we receive your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these arbitration provisions, we will similarly not be bound by them with respect to Disputes with you.
15. Amendments of this Agreement
We may issue an amended Agreement, Privacy Policy, or other related agreements at any time in our sole discretion by posting the amended Agreement, Privacy Policy, or related agreement on our website or by providing you with digital access to amended versions of any of these documents. If any amendment to this Agreement, Privacy Policy, or related agreement is not acceptable to you, you may terminate this Agreement and must stop using the Game. Your continued use of the Game will demonstrate your acceptance of the amended Agreement, Privacy Policy, or related agreement.
16. No Assignment
You may not, without the prior written consent of Annapurna, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. We, however, may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.
17. Miscellaneous
Waiver: Failure of Annapurna to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provision or our right to enforce each such provision and no waiver, if granted, shall be continuing. No waiver of any term or condition of this Agreement shall be valid or binding on us unless the same shall have been set forth in a written document, specifically referring to this Agreement and duly signed by Annapurna.
Entire Agreement: This Agreement sets forth the entire agreement between you and us with respect to the subject matter hereof, and supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation that may have existed between you and us to the extent that any such Agreement relates to the subject matter hereof.
Severability: If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then the parties shall be relieved of all obligations arising under that provision, it being the intent that this Agreement will be deemed amended by modifying the provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, it shall be substituted with another provision that is legal and enforceable and achieves the same objective. If the remainder of this Agreement is not affected and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.
Assignment: Annapurna shall have the right to assign this Agreement and all or any part of our rights hereunder to any person, firm or corporation, and this Agreement shall be binding upon and inure to the benefit of our successors, licensees and assigns. This Agreement the rights and obligations hereunder may not be assigned by you.
Ownership and Independent Origin: All characters, events, and portrayals contained in the Game are purely fictional and any resemblance to real events or real individuals whether alive or dead is purely coincidental. We do not claim any rights or interest in or to existing trademarks, trade names, personalities or likenesses that may incidentally resemble an existing product, service, or person. Furthermore, we do not claim any right, obligation, or liability in and to User Content (except as otherwise outlined in this Agreement) or third-party content otherwise made available in the Game. The rights in and to any such third-party content remains with its respective owners.
Notice: Any notice or communications given by you under this Agreement shall be in writing and addressed to: Annapurna Games, LLC, 812 North Robertson Blvd, West Hollywood, CA 90069.
If you buy, download, install, use or play the Game, you agree to be bound by the terms of this Agreement. By entering into this Agreement, you are confirming you are an adult of legal age, you understand and accept this Agreement (including its dispute resolution terms), and you are legally and financially responsible for all actions using or accessing the Game. If you are under the legal age of majority, your parent or legal guardian must consent to this Agreement. If you (or your parent or legal guardian) do not or cannot agree to the terms of this Agreement, you may not buy, download, install, play or use the Game.
By accepting and agreeing to this Agreement, you are also agreeing to our Privacy Policy, which is expressly incorporated in full into this Agreement. Our Privacy Policy describes the types of data we collect from you and your devices, how we use your data, and the legal bases we have to process your data.
By accepting and agreeing to this Agreement, you are also agreeing to all terms of service and use, legal requirements, privacy policies, and any other agreements, terms and conditions of the platform used to purchase or otherwise access the Game, including specifically those of the Steam platform offered by Valve Corporation, which can be accessed on their website.
THIS AGREEMENT ALSO CONTAINS A BINDING INDIVIDUAL ARBITRATION CLAUSE AND CLASS-ACTION WAIVER PROVISION BELOW. IF YOU ACCEPT THIS AGREEMENT, YOU AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. THESE TERMS WILL AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY. YOU MAY HAVE A TIME-LIMITED RIGHT TO OPT OUT.
1. License Grant
Subject to this Agreement and its terms and conditions, Annapurna grants to you a personal, non-exclusive, revocable, non-transferable, non-sublicensable limited right and license to install and use the Game on compatible devices you own or control for your personal entertainment use only (the “License”). The rights granted to you under the License are subject to the terms of this Agreement and your full compliance with this Agreement, and you may only make use of the License if you comply with all applicable terms of the Agreement. The License becomes effective on the date you accept this Agreement or otherwise first install or use the Game and ends on the earlier date of either your complete disposal of the Game or the termination of this Agreement.
The Game is licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Game is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Game. Annapurna retains all right, title, and interest to the Game, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights. The Game is protected by U.S. copyright and trademark law and any other applicable intellectual property laws and treaties throughout the world. The Game may not be copied, reproduced, altered, modified, or distributed in any manner or medium, in whole or in part, without prior written consent from Annapurna. Any persons copying, reproducing, or distributing all or any portion of the Software in any manner or medium, will be willfully violating the copyright laws and may be subject to civil and criminal penalties in the U.S. or their local country. All rights not expressly granted under this Agreement are reserved by Annapurna.
2. License Conditions
You may not do or attempt to do any of the following with respect to the Game or any of its parts:
(a) use it commercially or for a promotional purpose, otherwise commercially exploit it without the express written permission of Annapurna;
(b) distribute, lease, license, sell, rent, display, or otherwise transfer or assign the Game, or any copies of the Game, or use it in a way that is not expressly authorized in this Agreement;
(c) make a copy of the Game or any part thereof, or make a copy of the Game or any portion thereof available on a network for use or download;
(d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on the Game;
(e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in the Game;
(f) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other game modes;
(g) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights;
(h) use, export, or re-export it in violation of any applicable law or regulation;
(i) restrict or inhibit any other user from using and enjoying any online features of the Game or behave in a manner which is detrimental to the enjoyment of the Game by other users, in Annapurna’s sole judgment, including but not limited to the following – harassment, use of abusive or offensive language, game sabotage, spamming, scamming, cheating, using any unauthorized method or program, or otherwise contributing to such unauthorized behavior.
3. Non-Final Version; Updates and Patches
You agree and acknowledge that you are using a beta and/or non-final version of the Game and at any time we may update to or publish or release an updated version of the Game. Therefore, although we do not have any express maintenance or support obligations with respect to the Game, we may from time to time provide patches, updates, or upgrades to the Game that must be installed in order for you to continue to use the Game, and you hereby consent to our applying such patches, updates, and upgrades.
In addition, you agree and acknowledge Annapurna can terminate or discontinue the Game at any time and for any reason, and may delete or modify the information stored by the platform or Game. If we terminate or discontinue the Game, you agree to delete the Game from any hard drives, computer systems, or other devices on which the Game has been installed. And, you agree and acknowledge that our termination or discontinuing of the Game shall not be grounds for any refunds of any kind.
You also agree and acknowledge that the Game is non-final and a work in progress, and therefore may contain bugs or errors which may cause a loss of data and/or damage to your computer system or other devices, and Annapurna is not liable in any way for such loss of data or damage, for interruptions of service, of for software or hardware failures.
You also agree and acknowledge that your use of the Game does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Game, and you acknowledge that any character data, game progress, game customization or other data related to your use of the Game may cease to be available to you at any time, including without limitation after a patch, update, or upgrade, or if Annapurna in its sole discretion terminates or discontinues the Game at any time and for any reason.
4. Technical Protections
The Game may include security measures to control access to the Game, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Game and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other security devices designed to prevent the unauthorized access, use, and copying of the Game or any portions or components thereof. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly.
5. User Generated Content
The Game may provide features which allow you to create, develop, modify, or contribute content (“User Content”) and to upload, publish, or otherwise make available User Content to other users of the Game. These features may also allow you to interact with, manipulate, and change User Content in whole or in part. User Content may include without limitation chat posts, voice communication, in-game texting, character data, game customization, in-game constructions, replays, cinematics, scripts and programs, modes, gameplay, experiences, interactive features, screenshots, audiovisual combinations, musical works, animations, and other types of works (standalone or in combination).
You hereby grant to Annapurna an irrevocable and non-exclusive permission, right, and license to host, copy, import, store, modify, adapt, display, perform, reproduce, create derivative works, publicly display, transfer, sublicense, and distribute (collectively “Use”) your User Content in whole or in part in any media, platform, or channel in connection with the Game. You retain all other rights that you may have in your User Content. You understand that you are not entitled to receive any compensation, fees, consideration, or other remuneration for your User Content in connection with the Game or Annapurna’s Use of your User Content.
You represent and warrant that your User Content does not infringe upon the copyright, trademark, patent, trade secret or other intellectual property rights of any third party. You further represent and warrant that you will not use or contribute User Content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or otherwise objectionable or inappropriate. Annapurna may remove any User Content and any related content or elements from the Game at its sole discretion.
6. Community Guidelines (Code of Conduct)Because the Game is an online interactive multi-player game with in-game voice, text, and visual communication capabilities, your actions may impact up to ten (10) other players per game match - and many of these players may even be between 13 to 17 years old. Thus, in order to maintain a safe, fun environment for all users of the Game, we may issue disciplinary actions (“Disciplinary Actions”) to regulate community behavior (“Community Guidelines”), including but not limited to warnings, suspensions, and permanent bans for any reason. The scope of the Community Guidelines and determination of any Disciplinary Actions is in the sole discretion of Annapurna.
Common reasons for Disciplinary Action include, but are not necessarily limited to:
• Using offensive in-game names or remarks,
• cheating,
• trash talking,
• hate speech of any form or manner,
• racism or sexism of any form or manner,
• discrimination or discriminatory comments of any form or manner, including without limitation on the basis of race, gender, religion, sex, gender identity, age, disability, ethnic origin, or sexual orientation,
• disparaging, defaming, name-calling, or engaging in any form of intimidation against another user,
• swearing or use of any other inappropriate or offensive language,
• making offensive or insensitive remarks of any kind,
• making or posting sexually explicit remarks or images,
• engaging in any act of sexual misconduct, including but not limited to sexual innuendo, sharing sexually explicit content, or making offensive or inappropriate advances or comments to other users,
• revealing personally identifying information of other users or infringing on the privacy of other users,
• harassing, stalking, spamming, or making any other inappropriate comments or actions towards other users,
• data mining,
• using exploits, hacks, or third party tools to obtain an unfair advantage in the Game,
• imitating staff and moderators,
• engage in solicitation or advertising other products or services,
• drawing obscenities or using offensive language in the “Planning Phase”, and/or
• doing anything that infringes on the intellectual property rights (including copyright, trademark, and patent rights), proprietary rights, trade secrets, personality rights, contract rights or restrictions, or other right of any third party.
We take words and actions very seriously. Thus, while most Disciplinary Actions may start with a warning and progresses higher, this is not the guaranteed outcome for each case. Your failure to comply with any part of the Community Guidelines may result in your Game account’s termination. We will generally only issue higher-level Disciplinary Actions, such as bans, for egregious behavior and/or patterns. We will generally issue warnings or lower-level suspensions before higher-level suspensions/bans, although not always - it will depend on the extremities. Disciplinary Actions may also be raised or lowered, depending on player behavior and internal communication, after further review and investigation by us.
If you are suspended, banned, or otherwise issued Disciplinary Action against you, any accounts associated with your computer and/or network may also receive such Disciplinary Action, and duplicate accounts are not permitted.
Our Game also contains a feature called the “Planning Phase” that allows you to share a “whiteboard” containing notes, drawings, strategy, and other content. This is shared by you in real time pre-game match, which means we are not equipped to review each Planning Phase produced by other users. Therefore, we rely on our users, such as yourself, to enforce and help us identify problems. Thus, please do not hesitate to contact us if you find something objectionable, infringing, or in violation with the Community Guidelines.
Furthermore, you accept sole and complete liability for any content and communications shared by you to other uses related to the Game. As such, you agree to indemnify and hold harmless Annapurna and its officers, employees, agents, representatives, affiliates, subcontractors, members and assigns, against any and all claims, disputes, demands, actions, suits, damages, liabilities, obligations, losses, settlements, judgements, costs and expenses (including without limitation attorneys’ fees and costs) made or entered into against us that arise out of, relate to or are the result of your content and communications related to the Game.
7. User Comments and Feedback
We and our game may offer various opportunities to interact and share your opinions and thoughts with us and other users in Game or via various forum, social media pages, Discord, through the Game’s Steam page, or via other community initiatives. However, please note that the opinions or views expressed, or statements made via posts, user comments, feedback, “wiki” entries, online chat (in Game or via Discord or comparable social media outlets), or via other features of the Game (collectively referred to herein as “User Comments”), do not reflect the opinions or views of Annapurna.
We do not review, edit or modify User Comments. However, we reserve the right to remove or modify any User Comments for any reason. By sharing User Comments and accepting the terms of this Agreement and the Community Guidelines, you acknowledge that we may make such deletions or changes without notice to you, nor is any such change or removal subject to review, appeal or revocation.
We may also, from time to time, publicly share or redistribute User Comments on our website, or through other media or social media channels, press releases, or promotional and marketing materials. You hereby grant us a non-exclusive, perpetual and irrevocable right and license us to use your User Comments in connection with the promotion of the Game.
Similarly, if you provide us with any Feedback, you hereby grant Annapurna a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly to us that relates to the Game.
8. Disclaimers and Limitation of Liability
DISCLAIMER: ALL INFORMATION, CONTENT, SERVICES, AND MATERIAL AVAILABLE IN THE GAME AND RELATED SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT (1) THE GAME WILL OPERATE PROPERLY, (2) THAT THE GAME WILL MEET YOUR REQUIREMENTS, (3) THAT THE OPERATION OF THE GAME WILL BE UNINTERRUPTED, BUG FREE, OR ERROR FREE IN ANY OR ALL CIRCUMSTANCES, OR (4) THAT ANY DEFECTS IN THE GAME CAN OR WILL BE CORRECTED. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNIFORM COMMERCIAL CODE OR IN ANY OTHER COMPARABLE STATUTE IS EXPRESSLY DISCLAIMED. THIS PARAGRAPH WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
NO WARRANTIES: ANNAPURNA AND ITS AFFILIATES, LICENSORS AND DISTRIBUTORS DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE PRIVACY AND INTEGRITY OF THE COMPUTER RESOURCES YOU USE TO OPERATE THE GAME. NEITHER WE NOR OUR LICENSORS OR DISTRIBUTORS SHALL BE LIABLE FOR ANY DISRUPTIONS, DELAYS OR OTHER OMISSIONS IN ANY CONNECTION, DATA EXCHANGE OR OTHER INTERACTION THAT YOU MAY EXPERIENCE WHEN YOU USE THE GAME, REGARDLESS OF CAUSE (I.E., ANY SYSTEM FAILURE, SERVER ACCESS LOSS, OR DATA BREACH RESULTING FROM ANY CAUSE, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, NATURE OR OTHER CAUSES). NEITHER WE NOR OUR LICENSORS OR DISTRIBUTORS SHALL BE RESPONSIBLE FOR THE CONDUCT OF ANY USERS OR COMPUTERS THAT CONNECT, EXCHANGE DATA, OR OTHERWISE INTERACT WITH YOU OR YOUR COMPUTER AS A RESULT OF YOUR USE OF THE GAME.
LIMITATION OF LIABILITY: YOUR PURCHASE AND USE OF THE GAME IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT YOUR ABILITY TO PLAY THE GAME WILL BE TIMELY, SECURE, UNINTERRUPTED OR DEFECT-FREE. IN NO EVENT WILL WE NOR OUR AFFILIATES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OR LOSS OF DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT ARISING IN ANY WAY OUT OF PURCHASE OR USE OF THE GAME. IN NO EVENT WILL YOU BE ENTITLED TO A REFUND OR CHARGEBACK FOR THE GAME.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANNAPURNA AND ITS AFFILIATES LICENSORS AND DISTRIBUTORS SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE GAME, OR THE DELAY OR INABILITY TO USE OR LACK OF FUNCTIONALITY OF THE GAME, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE GAME WILL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) FOR THE GAME DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.
9. Indemnity
This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Annapurna, its licensors and distributors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Game, or (c) any claim of infringement or violation of any third-party intellectual property rights arising from your User Content. You agree to reimburse Annapurna on demand for any defense costs incurred by Annapurna and any payments made or loss suffered by Annapurna, whether in a court judgment or settlement, based on any matter covered by this Section 9.
10. Termination
Without limiting any other rights of Annapurna, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting the Game from all devices on which you have installed it. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Game in your possession. However, Sections 5, 7 – 9, and 11 -16 of this Agreement shall survive and any termination of this Agreement.
Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
11. Governing Law and Jurisdiction
This Agreement shall be construed and enforced in accordance with the laws of the State of California, United States of America, without reference to the principles of conflict of laws of any jurisdiction (including those of the State of California). For any disputes deemed not subject to binding individual arbitration, as provided in the section immediately below, you agree to submit to the exclusive jurisdiction and venue of the state and federal courts in Los Angeles, California, and you agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts.
12. Binding Individual Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between us and you is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution.
You and Annapurna agree to arbitrate all Disputes regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.
In the event of any dispute, controversy, or difference, arising among or out of, or in relation to, or in connection with the interpretation or performance of this Agreement or any of the terms hereof, or a breach hereof (“Dispute”), the parties hereto shall promptly conduct informal discussions and negotiations in good faith with a view to resolve such Dispute effecting as nearly as possible the intent and purposes of this Agreement. Any resolution of such Dispute shall be set forth in a writing signed by the parties.
If such Dispute cannot be satisfactorily resolved by the Parties themselves through friendly consultation within a period of thirty (30) calendar days after notice by you to Annapurna of a Dispute, you or Annapurna may commence an arbitration in accordance with this Agreement.
The arbitration shall be initiated and conducted according to either JAMS Streamlines (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) arbitration rules and procedure in effect at the time the request for arbitration is made, except as modified herein, including the optional appeal procedure (the “Arbitration Rules”). The Tribunal will consist of one arbitrator having experience in intellectual property and commercial disputes. The place of arbitration will be the Los Angeles, California office of JAMS or its successor (“JAMS”). The language to be used in the arbitral proceedings will be English. You and Annapurna agree that whether a dispute is subject to arbitration under this Agreement will be determined by the arbitrator rather than a court. Any decision or award will include a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions. Judgment upon the decision or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Annapurna will pay its arbitration costs as required by the Arbitration Rules and, in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your arbitration filing and hearing fees as the arbitrator deems is necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. Each side shall pay his, her, or its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and/or litigation costs, in which case the arbitrator shall award fees or costs as required by the applicable law.
This Binding Individual Arbitration section survives any termination of this Agreement. Further, although we may revise its End User License Agreement, Privacy Policy, or other related agreements at our discretion, we not have the right to alter this agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute has accrued. If any part of this Binding Individual Arbitration section is deemed invalid, unenforceable, or illegal, then the balance of this arbitration provision shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision had not been included.
13. Class Action Waiver.
THE ARBITRATION PROCEEDINGS DESCRIBED ABOVE IN SECTION 12 OF THIS AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. Neither You nor Annapurna shall be entitled to join or consolidate disputes by or against other individuals or entities, or to arbitrate any dispute in a representative capacity, including, without limitation, as a representative member of a class or in a private attorney general capacity, in connection with any Dispute. Further, unless both you and we agree, the arbitrator may not consolidate more than one person’s claim. The arbitrator may award any individual relief or individual remedies that are permitted by applicable law, but to the maximum extent permitted by applicable law, may not award relief against Annapurna respecting any person other than you.
14. Your 30-Day Right to Opt Out
You have the right to opt out of and not to be bound by the Binding Individual Arbitration of section 12 and Class Action Waiver of section 13 of this Agreement. To exercise this right, you must send written notice of your decision to the following address: Annapurna Games, LLC, 812 North Robertson Blvd, West Hollywood, CA 90069.
Your notice must include your name, mailing address, date you purchased the Game, and state that you do not wish to resolve disputes with us through arbitration. To be effective, this notice must be postmarked or deposited within 30 days of the date on which you first accepted this Agreement unless a longer period is required by applicable law; otherwise you will be bound to arbitrate disputes in accordance with this section.
You are responsible for ensuring that we receive your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these arbitration provisions, we will similarly not be bound by them with respect to Disputes with you.
15. Amendments of this Agreement
We may issue an amended Agreement, Privacy Policy, or other related agreements at any time in our sole discretion by posting the amended Agreement, Privacy Policy, or related agreement on our website or by providing you with digital access to amended versions of any of these documents. If any amendment to this Agreement, Privacy Policy, or related agreement is not acceptable to you, you may terminate this Agreement and must stop using the Game. Your continued use of the Game will demonstrate your acceptance of the amended Agreement, Privacy Policy, or related agreement.
16. No Assignment
You may not, without the prior written consent of Annapurna, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. We, however, may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.
17. Miscellaneous
Waiver: Failure of Annapurna to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provision or our right to enforce each such provision and no waiver, if granted, shall be continuing. No waiver of any term or condition of this Agreement shall be valid or binding on us unless the same shall have been set forth in a written document, specifically referring to this Agreement and duly signed by Annapurna.
Entire Agreement: This Agreement sets forth the entire agreement between you and us with respect to the subject matter hereof, and supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation that may have existed between you and us to the extent that any such Agreement relates to the subject matter hereof.
Severability: If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then the parties shall be relieved of all obligations arising under that provision, it being the intent that this Agreement will be deemed amended by modifying the provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, it shall be substituted with another provision that is legal and enforceable and achieves the same objective. If the remainder of this Agreement is not affected and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.
Assignment: Annapurna shall have the right to assign this Agreement and all or any part of our rights hereunder to any person, firm or corporation, and this Agreement shall be binding upon and inure to the benefit of our successors, licensees and assigns. This Agreement the rights and obligations hereunder may not be assigned by you.
Ownership and Independent Origin: All characters, events, and portrayals contained in the Game are purely fictional and any resemblance to real events or real individuals whether alive or dead is purely coincidental. We do not claim any rights or interest in or to existing trademarks, trade names, personalities or likenesses that may incidentally resemble an existing product, service, or person. Furthermore, we do not claim any right, obligation, or liability in and to User Content (except as otherwise outlined in this Agreement) or third-party content otherwise made available in the Game. The rights in and to any such third-party content remains with its respective owners.
Notice: Any notice or communications given by you under this Agreement shall be in writing and addressed to: Annapurna Games, LLC, 812 North Robertson Blvd, West Hollywood, CA 90069.