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END USER LICENSE & TERMS OF USE AGREEMENT
1. Legal Agreement. This is a legal end user terms of use agreement (the “EULA Agreement”) between you (“You”, “End User” or “user”) and CREAM DIGITAL/OAK AR PRODUCTIONS INC., a Canadian corporation, with registered and business offices at 380 Adelaide Street West, Toronto, Ontario Canada M5V1R7 (“Company”) governing the terms of your use of Company’s mobile game application currently known as “DARK THREADS” (the “Game”) accompanying or linked to this EULA which you have accessed or downloaded, whether or not you are a registered End User of Company. For clarity this EULA Agreement applies only to the object code version of the Game and may include access to any associated media, documentation and/or any related service or website). Please note that by accessing and/or playing the game you agree to abide by and be bound by this EULA Agreement. Company owns or controls all intellectual property rights in and to the game and permits you to play the game only in accordance with these terms. Your playing of the Game constitutes your acceptance of the terms in this EULA Agreement. If you do not agree to these terms of use, please do not access and play the Game.
2. GENERAL GAME ACCESS. To access and play the Game you may be required to register an account with a distribution platform(s) where Company has made the Game available for sale or free download, such as the Steam platform located at https://store.steampowered.com/ unless the Game is expressly provided in a form and venue where an account is not required. You shall not be required to register an account directly with Company to access and play the Game but If enabled by Company in its sole discretion, you may establish an account with account data provided to Company by a third party such as a gaming platform, social networking service etc. in which case you may have a separate, additional account relationship with such third party. You may not, under any circumstances, whether intentionally, or through negligence or inaction, allow or enable others or to access your account. If you do register an account for the Game You acknowledge and agree that you will provide true, accurate, current, and complete information as requested when registering such account and shall maintain and update this information to ensure it remains accurate and complete. You acknowledge that you are solely responsible for maintaining the confidentiality of your account and password as may be applicable and for restricting access to any device that you use for accessing the Game and you hereby accept sole responsibility for all activities that occur under your account or password. Company, its affiliates and service providers reserve the right to restrict or terminate access to the Game, refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion for any reason whatsoever, including, without limitation, if you provide registration information which is false, inaccurate, not current, or incomplete.
3. ACCESS & USE BY CHILDREN. Company complies with parental consent requirements as mandated by the U.S. Children’s Online Privacy Protection Act (COPPA). The Game is nevertheless intended for users of all ages. If you are under 18 years of age, we recommend that you read this EULA Agreement together with Company’s applicable Privacy Policy with your parents or guardians to make sure that you understand the terms and that your parents or guardians accept these terms for You to use this Game. Company may request your general age range as data to be used on an anonymous aggregated basis for internal analytical purposes to improve the Game and Company’s services only. Users of all ages shall nevertheless be able to access and use the Game without age verification, provided that any prospective user of the Game who is under the age of 13 who wishes or is required to register a user account must do so through a third party platform/service provider and may do so only with the consent and approval from your parent or legal guardian. Any account registration by anyone under 13, or by anyone who is under 18 acting without parental consent, is unauthorized, unlicensed and in violation of these Terms of Use. If you are at least 18 years of age and you are the parent or legal guardian of a child who seeks to register an account in connection with using this Game, you may register an account for the child through the applicable third party platform/service. A parent or legal guardian may not register, approve or manage a child account for any User other than the parent or legal guardian’s own children. A parent account, along with all associated child accounts, may be terminated by Company at any time and without warning for any failure to abide by these Terms. IF YOU REGISTER, OR APPROVE THE REGISTRATION OF, ANY CHILD, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE SUCH CHILD’S PARENT OR LEGAL GUARDIAN AND THAT YOU AGREE TO BE BOUND BY THE WITHIN TERMS ON BEHALF OF SUCH CHILD, INCLUDING WITHOUT LIMITATION, BEING LIABLE FOR ALL USE OF THE SERVICE BY THE CHILD. You acknowledge that Company may choose, but is not obligated, to make any inquiries, either directly or through third parties, that Company deems necessary to validate your registration information, including without limitation engaging third parties to provide verification services. Notwithstanding the foregoing, you acknowledge that Company cannot guarantee the accuracy of any information submitted by any User and Company is not obligated to verify the identity or age of any User, including any User’s claim to be a parent or legal guardian.
4. CONSENT TO ACCESS AND USE OF DATA: You agree that Company may collect and use technical data and related information, including but not limited to technical information about user devices, systems and application software, and peripherals, as well as any User Content (as defined below) for use in the Game, that is gathered periodically to facilitate the provision of software updates, product support and other services to Game users. Company may use this information to improve its products or to provide services or technologies to Game users. For information regarding how Company handle the information you transmit through the Game please visit the Company Privacy Policy, [Privacy Policy Link]. Please note that your access to and playing of the Game constitutes your acceptance of the Privacy Policy.
5. GAME PLAY WARNING & ASSUMPTIONS OF RISK. This is a Game which includes virtual reality and/or a augmented reality elements and features. When playing the Game you may be distracted from or not be able to see, hear or feel your physical surroundings when wearing a virtual reality headset or playing the game through/with augmented reality game equipment, headsets, glasses, handheld devices etc. It is your responsibility to control your surroundings and movements at all times when playing the Game to ensure that you don’t injure yourself, any other persons, damage any property etc. Falling, striking or otherwise contacting anything while playing the game may lead to personal injury, property damages, and even cause death. Any playing of the game is at your own risk. If you are playing an augmented reality game outdoors you are solely responsible for controlling the surroundings. Don’t play augmented reality games in locations with traffic, crowded areas, hazardous surroundings etc. In rare circumstances exposure to certain light patterns or backgrounds on a video monitor or utilizing virtual reality/augmented reality devices may induce an epileptic seizure, motion sickness even in persons who have no history of prior seizures or epilepsy. Company takes no responsibility for such effects in the Game and/or any advertising related to the Game and end results thereof and you are accessing and playing the Game and seeing the advertising on your own risk. Nor does Company take any responsibility for motion sickness, any balance problem etc. that may occur from the playing of the Game.
6. GAME PRODUCT & SUPPORT. Company reserves the right to add, modify, or delete/cancel the Game, including your access to the Game at any time. Company makes no representation or warranty as to the completeness or accuracy of the Game nor does it represent or warrant that the Game will be available at all times or at any time. The Game may be incomplete, may contain errors etc. Company makes no commitment and expressly disclaims any duty to fix any errors or lack of functionality in the Game. Company has no obligation under this Agreement to provide any support or consultation concerning the Game; provided, however, Company may, in its sole discretion, provide Customer with certain support and consultation free of charge. The furnishing of such support or consultation will not subject Company to any liability, whether in contract, tort or otherwise. You are not entitled to receive any new releases of the Game, or any expansion packs, updates, upgrades or similar products under this agreement, but Company may, in its sole discretion, but is not obligated to offer any or all of the foregoing to you. Company may provide new releases or otherwise enhance the Game at any time, in its sole discretion, without obligation to You. Any such new release or other enhancement of the game may change the Game’s terms, conditions, features, items, mechanics, or any other element of the game. Periodically, company may require all users to migrate to new releases of the Game in order to continue to play it. If you fail to update the Game and install the new release when required, company will not be responsible in any way for your inability to play the Game, and you shall not be entitled to receive a refund of any prepaid fees (if applicable) or any other form of compensation.You are responsible for providing all applicable hardware devices and any third-party software or required installation and configuration services required for the operation of the Game. Any applicable third-party software license agreements will be subject to the licensing terms and conditions of and the applicable third-party vendor. Company is not responsible for the availability or quality of any third-party services connected to the Game. Such third-party services may affect the Customer’s ability to utilize and access the Game account, and you hereby waives and releases Company and any other party involved in creating or delivering the Game from all claims, demands, causes of action, damages, losses, expenses or liability which may arise out of, result from, or relate in any way to, the Game or third-party services.
7. PREMIUM FEES & IN-GAME PURCHASES. Certain versions of the Game may be provided as a “free-to-play game” where you can access and play certain parts of the Game or Game versions without paying any fees. However other versions of the Game or certain Game levels and features are “premium features” where you must pay a fee or purchase in-game material or access to play such levels and features etc. Where applicable, You agree to fully pay for the Game, features, levels, versions, in-game purchases, products and services that you have ordered in the Game. You are responsible for providing Company and/or the platform/service providers with valid credit card information to secure payment. Company and/or the platform/service providers reserves the right to cancel any order if the credit card information you provide is not valid. Payment may be processed in cooperation with third party payment service providers. Company or the platform/service providers confirm all subscriptions, purchases and send all initial login or activation information by email once Company or the platform/service provider have had the opportunity to confirm your purchase. In order to access and play certain versions of the Game or certain Game levels in the Game, access certain additional content, premium services etc. you may be required to pay certain fees. Company may also offer other products and services in the Game etc., either for free, for one-time fees or for recurring fees. Company and/or the platform/service provider may amend the fees and payment terms at any time. If any fees are subject to any type of applicable taxes, Company or the platform/service provider may charge you for any such taxes, in addition to any fees. ALL FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART. However, a remaining portion of the payment may be credited in Company’s and/or the platform/service provider sole discretion should you decide to upgrade your services. When you purchase the Game and any product or service in the Game or in relation to the Game you authorize Company or the platform/service provider to automatically charge your credit card the fees in accordance with the payment terms. You are responsible for paying all applicable taxes (including those Company or the platform/service provider are not required to collect) and for all hardware, software, mobile/handheld, Internet, Virtual Reality/Augmented Reality equipment (platform specific VR/AR headsets/screen etc.) and other costs you incur to access and play the Game. Company and/or the platform/service provider reserves the right to change the fees and availability of the Game at any time without notice; provided, however, such price change will not affect your purchase price for orders that Company or the platform/service provider has already actually received from you and processed, unless expressly stated otherwise in your payment terms. You are responsible for reviewing the Game for changes in the fees or payment terms.
8. GAME USE LICENSE: Subject to the terms of this EULA Agreement, Company grants to You, a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license to access, download and install and use the Game on an unlimited number of devices. You may only use the Game in accordance with the Game documentation and other terms and conditions of this EUL Agreement. While a license fee may or may not be charged to You for use of the Game or certain elements thereof as specified above, Company nevertheless reserves the right to charge a license fee at its discretion for any upgraded or new version of the Game, or for any premium content elements thereof, in the future. In such case You may be required to pay the applicable licensing and/or subscription fees for such upgrades following which You may be required to enter into a separate license agreement, download updated software app elements and enter the serial number access code provided to you by Company at the time of purchase in order to complete your access and license to the upgraded or new version of the Game.
9. RESTRICTIONS ON USE: Customer acknowledges that the Game and the structure, organization, and source code thereof constitute valuable trade secrets of Company. Accordingly, except as expressly permitted herein or as otherwise authorized by Company in writing, Customer will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works from the Game; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Game to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Game; or (d) otherwise use or copy the Game. You may not upload or republish the Game or Game Content on any Internet, Intranet or Extranet sites or incorporate the information in any other database or compilation, and any other use of the Game or Game Content is strictly prohibited. However, you may upload recordings of yourself playing the Game on channels like Twitch.com and YouTube.com, etc., provided that such use is done in good taste and does not infringe on the intellectual property rights of Company or reflect negative on Company or the Game.
10. OWNERSHIP & LICENSED IP RIGHTS. You acknowledge and agree that all content, design elements, and materials available in the Game, including without limitation all graphics, logos, designs, characters, objects, environments, worlds, icons, scripts and service names (“Company Content”) are owned by Company and/or its partners and licensors and protected by copyrights, trademarks, patents, trade secrets, and/or other proprietary rights of Company and/or its partners and licensors. Company and its partners and licensors retain all right, title and interest in and to the Company Content. You may not use, copy, reproduce, modify, republish, upload, post, transmit or distribute any Company Content in any form or for any means, unless expressly permitted in this EULA Agreement. The names, logos, characters, brands and product and service names appearing in the Game and related services are trademarks/service marks or registered trademarks/service marks of Company or third parties (the respective holders). The use of any such trademark or service mark without express written consent of the respective holder is strictly prohibited. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Company. In addition, you may not sell, license, rent, perform, display, create derivative works from, or in any way use or exploit Company Content in any way unless expressly permitted in this EULA Agreement. You agree not to disassemble, decompile or reverse engineer any software or other component of the Game or Company Content. You agree not to assert against Company any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights. You hereby irrevocably, and without additional consideration beyond the rights granted to You herein, assigns to Company any and all right, title and interest that You may have, including copyrights, in or to any and all information, user exchanges, transmits or uploads while playing the Game, including without limitation all files, data and information. The assigned rights include the right to lease and assign the rights and make changes to the information and materials etc. To the extent that any such rights are not assignable, You hereby grants Company an exclusive, perpetual, worldwide, irrevocable, assignable, royalty-free, paid in full license, fully sub-licensable through multiple tiers, to exercise all intellectual property and other rights, in and to all or any part of such information and materials, in any medium now known or hereafter devised.
11. User Generated Content. When using the Game a User may in certain circumstances be able to create certain content such as playable levels, in-game items, saved stories, and/or other related content (“User Content”). Except for the Company Content contained therein, any intellectual property right and title to such User Content will remain, and where applicable, will become your intellectual property created and submitted by you for use in the Game (“User IP”). By creating, submitting for publishing, uploading and/or publishing any User Content in or in connection with the Game You agree that Company will be given an irrevocable, sub- licensable, assignable, perpetual, worldwide, paid in full, royalty free license and right to utilize, perform, reproduce, incorporate in to the Game, modify, edit, public perform and display, distribute and make derivative works of Your User Content and any User IP contained therein in any and all media now known or hereafter devised. User Content must comply with all applicable laws as well as guidelines, terms and conditions as stated in this EULA Agreement and requirements as may be notified to You by Company from time to time and must not contain any content that includes, is or can be construed to be: (i) graphic depictions of gratuitous or excessive violence; (ii) sexually explicit, harmful, threatening, harassing, abusive, defamatory, obscene, vulgar, hateful, or racially and/or ethnically charged; (iii) depicting or promoting intoxication or substance abuse; (iv) depicting or promoting negative racial, ethnic, gender, political or religious stereotypes; (v) making negative or disrespectful use of religious symbolism; or (vi) reflecting adversely on the name, reputation, or goodwill of Company, its partners, the platform etc. You will be fully responsible for Your User Content and represent that any content you post, submit, upload, publish etc. through the Game as may be applicable does not infringe on any third party Intellectual Property rights or other rights under applicable laws (including such rights as privacy rights etc.). It is your responsibility to make sure that no copyright protected material owned or controlled by third parties is inserted into Your User Content without the prior written consent of such third party and that no open source software is contained or uploaded therein. By creating, posting, uploading, submitting for publishing and/or publishing any User Content in or in connection with the Game You represent and warrant that: (i) You have all the necessary rights to grant the licenses contained herein; (ii) there is no suit, action, claim, or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of your User Content, or any part thereof, or which might in anyway impair the rights granted by You herein; (iii) You have not made the User Content to be deliberately offensive or objectionable and that it complies with this EULA Agreement; and (iv) You will indemnify and hold harmless Company for all damages, costs and expenses incurred for breaching these warranties. Company may at any time, in its sole discretion, without prior notice delete, remove, or otherwise disable access to, any of Your User Content if Company believes the content is infringing someone else’s Intellectual Property rights or otherwise infringes the terms of this EULA Agreement, Your warranties and representations under this Agreement, or applicable laws. If you infringe in any third party Intellectual Property rights, Company may or will disable or terminate Your account and take such action as we deem appropriate. Following the deletion of User Content, either by You or by Company, Company will store the deleted User Content for a minimum time of one month on Company’ servers before complete deletion. Any personal data stored or handled in connection with the storage of deleted User Created Content will be according to our Privacy Policy. You hereby acknowledge, accept and agree to such storage of User Content.
12. LINKS & ADVERTISING. The Game, platforms etc. may contain advertising and links to other games, websites, services etc. Company does not review or evaluate any adverts or games, websites, services etc. linked to in the Game or the platforms and is not responsible for the accuracy, copyright compliance, legality, decency, or appropriateness of the adverts, content on these games, websites, services etc. nor is it responsible for the advertising, products, or other materials that may appear in or are offered by such adverts, games, websites, services, the platforms etc. You should carefully review the advertisements and respective conditions of use for each of these games, websites, services etc. Under no circumstances shall Company be held responsible or liable, directly or indirectly, for any loss or damages caused or alleged to have been caused by your use of or reliance on any advertising, content, products, goods, or services etc. available on such games, websites, services, platforms etc.
13. DISCLAIMER & LIMITATION OF LIABILITY: THE GAME IS PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAIALBLE” BASIS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER COMPANY NOR ANY OTHER PARTY INVOVLED IN CREATING, PRODUCING OR DELIVERING THE GAME WILL BE LIABLE TO YOU THE USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISINGOUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE GAME, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WEHTHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, AN EVENT, OR FROM THE USE OR INABILITY TO USE THE GAME EXCEED FIFTY DOLLARS ($50 CAD). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THIS AGREEMENT BETWEEN THE CUSTOMER AND COMPANY.
14. COMPLIANCE WITH LAWS. Customer shall comply with all laws, regulations, rules, ordinances and orders applicable to its use of the Game. Without limiting the foregoing, Customer shall comply with the relevant export administration and control laws and regulations, as may be amended from time to time, including, without limitation, to the extent applicable, the United States Export Administration Act, to ensure that the Game is not shipped, transferred or exported (directly or indirectly) in violation of U.S. law.
15. GOVERNING LAW & DISPUTE RESOLUTION. This Agreement will be subject to and governed by the laws of the Province of Ontario and the laws of Canada applicable therein without regard for its conflicts of law principles that would require application of the laws of any different jurisdiction. Any dispute, controversy or claim arising out of or relating to this EULA Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of the arbitration will be Toronto, Ontario, Canada, or may be conducted virtually via electronic communication to the extent the Arbitration Rules allow for such. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. In any arbitration arising out of or related to this Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits. In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a party to be the prevailing party under the circumstances where the prevailing party won on some but not all of its claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Notwithstanding anything to the contrary, Company may apply to any court of competent jurisdiction for injunctive or other equitable relief. For clarity, the foregoing does not apply to any dispute between You and any other Game user. You are solely responsible for your interactions with other users of the Game. Company reserves the right, but have no obligation, to monitor disputes between You and other users.
16. Electronic communications. When you play the Game or send e-mails to us, you are communicating with us electronically. You consent to receiving communications from us electronically and communicate with us electronically. We will communicate with you by e-mail or by posting notices in the Game or by any other means Company finds suitable. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically (whether by email, posting notice in the Game or otherwise) satisfy any legal requirement that such communications be in writing.
17. Severability. If for any reason any provision of the Terms of Use shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective only to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
18. Modification. Company reserves the right, at its discretion, to update or revise the Terms of Use at any time. Company will post such changes in the Game and or forums etc. related to the Game and these additional or revised terms will become part of the Terms of Use. Please check this Terms of Use document periodically for changes. Your continued playing of the Game constitutes your binding acceptance of the Terms of Use, including any changes or modifications made by Company as permitted above.
19. TERM AND TERMINATION: This EULA Agreement is effective upon your acceptance and shall continue in perpetuity unless sooner terminated by Company for any reason whatsoever. You may terminate this Agreement at any time by deleting your account and/or deleting the Game. Company reserves the right to disable, block or terminate accounts without notice. You are not permitted to transfer your account, any in game currency, characters etc. to another person or entity, unless specifically permitted in writing by Company. Company reserves the right to temporarily or permanently disable access to the game for anyone who violates these terms of use. Company may disable access to the game at its discretion and may do so without notice. If You breach any provision of this EULA Agreement, this EULA Agreement. Upon the termination of this EULA Agreement, the license granted to You will terminate. The provisions of Sections 3, 4, 5, 9, 10 11 and 13 shall survive termination or expiration of this Agreement for any reason.
20. GENERAL. This EULA Agreement, together with the Company Privacy Policy constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. Company may assign its rights under the EULA Agreement without notice to you. You may not assign or delegate, directly or indirectly, by operation of law or otherwise, this EULA Agreement or any of its rights or obligations under this EULA Agreement (including the license rights granted to You to the Game) to any third party. Any attempted assignment or transfer in violation of the foregoing will be null and void and of no effect. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and continue in full force and effect.
Last Updated: October 23, 2020
1. Legal Agreement. This is a legal end user terms of use agreement (the “EULA Agreement”) between you (“You”, “End User” or “user”) and CREAM DIGITAL/OAK AR PRODUCTIONS INC., a Canadian corporation, with registered and business offices at 380 Adelaide Street West, Toronto, Ontario Canada M5V1R7 (“Company”) governing the terms of your use of Company’s mobile game application currently known as “DARK THREADS” (the “Game”) accompanying or linked to this EULA which you have accessed or downloaded, whether or not you are a registered End User of Company. For clarity this EULA Agreement applies only to the object code version of the Game and may include access to any associated media, documentation and/or any related service or website). Please note that by accessing and/or playing the game you agree to abide by and be bound by this EULA Agreement. Company owns or controls all intellectual property rights in and to the game and permits you to play the game only in accordance with these terms. Your playing of the Game constitutes your acceptance of the terms in this EULA Agreement. If you do not agree to these terms of use, please do not access and play the Game.
2. GENERAL GAME ACCESS. To access and play the Game you may be required to register an account with a distribution platform(s) where Company has made the Game available for sale or free download, such as the Steam platform located at https://store.steampowered.com/ unless the Game is expressly provided in a form and venue where an account is not required. You shall not be required to register an account directly with Company to access and play the Game but If enabled by Company in its sole discretion, you may establish an account with account data provided to Company by a third party such as a gaming platform, social networking service etc. in which case you may have a separate, additional account relationship with such third party. You may not, under any circumstances, whether intentionally, or through negligence or inaction, allow or enable others or to access your account. If you do register an account for the Game You acknowledge and agree that you will provide true, accurate, current, and complete information as requested when registering such account and shall maintain and update this information to ensure it remains accurate and complete. You acknowledge that you are solely responsible for maintaining the confidentiality of your account and password as may be applicable and for restricting access to any device that you use for accessing the Game and you hereby accept sole responsibility for all activities that occur under your account or password. Company, its affiliates and service providers reserve the right to restrict or terminate access to the Game, refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion for any reason whatsoever, including, without limitation, if you provide registration information which is false, inaccurate, not current, or incomplete.
3. ACCESS & USE BY CHILDREN. Company complies with parental consent requirements as mandated by the U.S. Children’s Online Privacy Protection Act (COPPA). The Game is nevertheless intended for users of all ages. If you are under 18 years of age, we recommend that you read this EULA Agreement together with Company’s applicable Privacy Policy with your parents or guardians to make sure that you understand the terms and that your parents or guardians accept these terms for You to use this Game. Company may request your general age range as data to be used on an anonymous aggregated basis for internal analytical purposes to improve the Game and Company’s services only. Users of all ages shall nevertheless be able to access and use the Game without age verification, provided that any prospective user of the Game who is under the age of 13 who wishes or is required to register a user account must do so through a third party platform/service provider and may do so only with the consent and approval from your parent or legal guardian. Any account registration by anyone under 13, or by anyone who is under 18 acting without parental consent, is unauthorized, unlicensed and in violation of these Terms of Use. If you are at least 18 years of age and you are the parent or legal guardian of a child who seeks to register an account in connection with using this Game, you may register an account for the child through the applicable third party platform/service. A parent or legal guardian may not register, approve or manage a child account for any User other than the parent or legal guardian’s own children. A parent account, along with all associated child accounts, may be terminated by Company at any time and without warning for any failure to abide by these Terms. IF YOU REGISTER, OR APPROVE THE REGISTRATION OF, ANY CHILD, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE SUCH CHILD’S PARENT OR LEGAL GUARDIAN AND THAT YOU AGREE TO BE BOUND BY THE WITHIN TERMS ON BEHALF OF SUCH CHILD, INCLUDING WITHOUT LIMITATION, BEING LIABLE FOR ALL USE OF THE SERVICE BY THE CHILD. You acknowledge that Company may choose, but is not obligated, to make any inquiries, either directly or through third parties, that Company deems necessary to validate your registration information, including without limitation engaging third parties to provide verification services. Notwithstanding the foregoing, you acknowledge that Company cannot guarantee the accuracy of any information submitted by any User and Company is not obligated to verify the identity or age of any User, including any User’s claim to be a parent or legal guardian.
4. CONSENT TO ACCESS AND USE OF DATA: You agree that Company may collect and use technical data and related information, including but not limited to technical information about user devices, systems and application software, and peripherals, as well as any User Content (as defined below) for use in the Game, that is gathered periodically to facilitate the provision of software updates, product support and other services to Game users. Company may use this information to improve its products or to provide services or technologies to Game users. For information regarding how Company handle the information you transmit through the Game please visit the Company Privacy Policy, [Privacy Policy Link]. Please note that your access to and playing of the Game constitutes your acceptance of the Privacy Policy.
5. GAME PLAY WARNING & ASSUMPTIONS OF RISK. This is a Game which includes virtual reality and/or a augmented reality elements and features. When playing the Game you may be distracted from or not be able to see, hear or feel your physical surroundings when wearing a virtual reality headset or playing the game through/with augmented reality game equipment, headsets, glasses, handheld devices etc. It is your responsibility to control your surroundings and movements at all times when playing the Game to ensure that you don’t injure yourself, any other persons, damage any property etc. Falling, striking or otherwise contacting anything while playing the game may lead to personal injury, property damages, and even cause death. Any playing of the game is at your own risk. If you are playing an augmented reality game outdoors you are solely responsible for controlling the surroundings. Don’t play augmented reality games in locations with traffic, crowded areas, hazardous surroundings etc. In rare circumstances exposure to certain light patterns or backgrounds on a video monitor or utilizing virtual reality/augmented reality devices may induce an epileptic seizure, motion sickness even in persons who have no history of prior seizures or epilepsy. Company takes no responsibility for such effects in the Game and/or any advertising related to the Game and end results thereof and you are accessing and playing the Game and seeing the advertising on your own risk. Nor does Company take any responsibility for motion sickness, any balance problem etc. that may occur from the playing of the Game.
6. GAME PRODUCT & SUPPORT. Company reserves the right to add, modify, or delete/cancel the Game, including your access to the Game at any time. Company makes no representation or warranty as to the completeness or accuracy of the Game nor does it represent or warrant that the Game will be available at all times or at any time. The Game may be incomplete, may contain errors etc. Company makes no commitment and expressly disclaims any duty to fix any errors or lack of functionality in the Game. Company has no obligation under this Agreement to provide any support or consultation concerning the Game; provided, however, Company may, in its sole discretion, provide Customer with certain support and consultation free of charge. The furnishing of such support or consultation will not subject Company to any liability, whether in contract, tort or otherwise. You are not entitled to receive any new releases of the Game, or any expansion packs, updates, upgrades or similar products under this agreement, but Company may, in its sole discretion, but is not obligated to offer any or all of the foregoing to you. Company may provide new releases or otherwise enhance the Game at any time, in its sole discretion, without obligation to You. Any such new release or other enhancement of the game may change the Game’s terms, conditions, features, items, mechanics, or any other element of the game. Periodically, company may require all users to migrate to new releases of the Game in order to continue to play it. If you fail to update the Game and install the new release when required, company will not be responsible in any way for your inability to play the Game, and you shall not be entitled to receive a refund of any prepaid fees (if applicable) or any other form of compensation.You are responsible for providing all applicable hardware devices and any third-party software or required installation and configuration services required for the operation of the Game. Any applicable third-party software license agreements will be subject to the licensing terms and conditions of and the applicable third-party vendor. Company is not responsible for the availability or quality of any third-party services connected to the Game. Such third-party services may affect the Customer’s ability to utilize and access the Game account, and you hereby waives and releases Company and any other party involved in creating or delivering the Game from all claims, demands, causes of action, damages, losses, expenses or liability which may arise out of, result from, or relate in any way to, the Game or third-party services.
7. PREMIUM FEES & IN-GAME PURCHASES. Certain versions of the Game may be provided as a “free-to-play game” where you can access and play certain parts of the Game or Game versions without paying any fees. However other versions of the Game or certain Game levels and features are “premium features” where you must pay a fee or purchase in-game material or access to play such levels and features etc. Where applicable, You agree to fully pay for the Game, features, levels, versions, in-game purchases, products and services that you have ordered in the Game. You are responsible for providing Company and/or the platform/service providers with valid credit card information to secure payment. Company and/or the platform/service providers reserves the right to cancel any order if the credit card information you provide is not valid. Payment may be processed in cooperation with third party payment service providers. Company or the platform/service providers confirm all subscriptions, purchases and send all initial login or activation information by email once Company or the platform/service provider have had the opportunity to confirm your purchase. In order to access and play certain versions of the Game or certain Game levels in the Game, access certain additional content, premium services etc. you may be required to pay certain fees. Company may also offer other products and services in the Game etc., either for free, for one-time fees or for recurring fees. Company and/or the platform/service provider may amend the fees and payment terms at any time. If any fees are subject to any type of applicable taxes, Company or the platform/service provider may charge you for any such taxes, in addition to any fees. ALL FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART. However, a remaining portion of the payment may be credited in Company’s and/or the platform/service provider sole discretion should you decide to upgrade your services. When you purchase the Game and any product or service in the Game or in relation to the Game you authorize Company or the platform/service provider to automatically charge your credit card the fees in accordance with the payment terms. You are responsible for paying all applicable taxes (including those Company or the platform/service provider are not required to collect) and for all hardware, software, mobile/handheld, Internet, Virtual Reality/Augmented Reality equipment (platform specific VR/AR headsets/screen etc.) and other costs you incur to access and play the Game. Company and/or the platform/service provider reserves the right to change the fees and availability of the Game at any time without notice; provided, however, such price change will not affect your purchase price for orders that Company or the platform/service provider has already actually received from you and processed, unless expressly stated otherwise in your payment terms. You are responsible for reviewing the Game for changes in the fees or payment terms.
8. GAME USE LICENSE: Subject to the terms of this EULA Agreement, Company grants to You, a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license to access, download and install and use the Game on an unlimited number of devices. You may only use the Game in accordance with the Game documentation and other terms and conditions of this EUL Agreement. While a license fee may or may not be charged to You for use of the Game or certain elements thereof as specified above, Company nevertheless reserves the right to charge a license fee at its discretion for any upgraded or new version of the Game, or for any premium content elements thereof, in the future. In such case You may be required to pay the applicable licensing and/or subscription fees for such upgrades following which You may be required to enter into a separate license agreement, download updated software app elements and enter the serial number access code provided to you by Company at the time of purchase in order to complete your access and license to the upgraded or new version of the Game.
9. RESTRICTIONS ON USE: Customer acknowledges that the Game and the structure, organization, and source code thereof constitute valuable trade secrets of Company. Accordingly, except as expressly permitted herein or as otherwise authorized by Company in writing, Customer will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works from the Game; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Game to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Game; or (d) otherwise use or copy the Game. You may not upload or republish the Game or Game Content on any Internet, Intranet or Extranet sites or incorporate the information in any other database or compilation, and any other use of the Game or Game Content is strictly prohibited. However, you may upload recordings of yourself playing the Game on channels like Twitch.com and YouTube.com, etc., provided that such use is done in good taste and does not infringe on the intellectual property rights of Company or reflect negative on Company or the Game.
10. OWNERSHIP & LICENSED IP RIGHTS. You acknowledge and agree that all content, design elements, and materials available in the Game, including without limitation all graphics, logos, designs, characters, objects, environments, worlds, icons, scripts and service names (“Company Content”) are owned by Company and/or its partners and licensors and protected by copyrights, trademarks, patents, trade secrets, and/or other proprietary rights of Company and/or its partners and licensors. Company and its partners and licensors retain all right, title and interest in and to the Company Content. You may not use, copy, reproduce, modify, republish, upload, post, transmit or distribute any Company Content in any form or for any means, unless expressly permitted in this EULA Agreement. The names, logos, characters, brands and product and service names appearing in the Game and related services are trademarks/service marks or registered trademarks/service marks of Company or third parties (the respective holders). The use of any such trademark or service mark without express written consent of the respective holder is strictly prohibited. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Company. In addition, you may not sell, license, rent, perform, display, create derivative works from, or in any way use or exploit Company Content in any way unless expressly permitted in this EULA Agreement. You agree not to disassemble, decompile or reverse engineer any software or other component of the Game or Company Content. You agree not to assert against Company any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights. You hereby irrevocably, and without additional consideration beyond the rights granted to You herein, assigns to Company any and all right, title and interest that You may have, including copyrights, in or to any and all information, user exchanges, transmits or uploads while playing the Game, including without limitation all files, data and information. The assigned rights include the right to lease and assign the rights and make changes to the information and materials etc. To the extent that any such rights are not assignable, You hereby grants Company an exclusive, perpetual, worldwide, irrevocable, assignable, royalty-free, paid in full license, fully sub-licensable through multiple tiers, to exercise all intellectual property and other rights, in and to all or any part of such information and materials, in any medium now known or hereafter devised.
11. User Generated Content. When using the Game a User may in certain circumstances be able to create certain content such as playable levels, in-game items, saved stories, and/or other related content (“User Content”). Except for the Company Content contained therein, any intellectual property right and title to such User Content will remain, and where applicable, will become your intellectual property created and submitted by you for use in the Game (“User IP”). By creating, submitting for publishing, uploading and/or publishing any User Content in or in connection with the Game You agree that Company will be given an irrevocable, sub- licensable, assignable, perpetual, worldwide, paid in full, royalty free license and right to utilize, perform, reproduce, incorporate in to the Game, modify, edit, public perform and display, distribute and make derivative works of Your User Content and any User IP contained therein in any and all media now known or hereafter devised. User Content must comply with all applicable laws as well as guidelines, terms and conditions as stated in this EULA Agreement and requirements as may be notified to You by Company from time to time and must not contain any content that includes, is or can be construed to be: (i) graphic depictions of gratuitous or excessive violence; (ii) sexually explicit, harmful, threatening, harassing, abusive, defamatory, obscene, vulgar, hateful, or racially and/or ethnically charged; (iii) depicting or promoting intoxication or substance abuse; (iv) depicting or promoting negative racial, ethnic, gender, political or religious stereotypes; (v) making negative or disrespectful use of religious symbolism; or (vi) reflecting adversely on the name, reputation, or goodwill of Company, its partners, the platform etc. You will be fully responsible for Your User Content and represent that any content you post, submit, upload, publish etc. through the Game as may be applicable does not infringe on any third party Intellectual Property rights or other rights under applicable laws (including such rights as privacy rights etc.). It is your responsibility to make sure that no copyright protected material owned or controlled by third parties is inserted into Your User Content without the prior written consent of such third party and that no open source software is contained or uploaded therein. By creating, posting, uploading, submitting for publishing and/or publishing any User Content in or in connection with the Game You represent and warrant that: (i) You have all the necessary rights to grant the licenses contained herein; (ii) there is no suit, action, claim, or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of your User Content, or any part thereof, or which might in anyway impair the rights granted by You herein; (iii) You have not made the User Content to be deliberately offensive or objectionable and that it complies with this EULA Agreement; and (iv) You will indemnify and hold harmless Company for all damages, costs and expenses incurred for breaching these warranties. Company may at any time, in its sole discretion, without prior notice delete, remove, or otherwise disable access to, any of Your User Content if Company believes the content is infringing someone else’s Intellectual Property rights or otherwise infringes the terms of this EULA Agreement, Your warranties and representations under this Agreement, or applicable laws. If you infringe in any third party Intellectual Property rights, Company may or will disable or terminate Your account and take such action as we deem appropriate. Following the deletion of User Content, either by You or by Company, Company will store the deleted User Content for a minimum time of one month on Company’ servers before complete deletion. Any personal data stored or handled in connection with the storage of deleted User Created Content will be according to our Privacy Policy. You hereby acknowledge, accept and agree to such storage of User Content.
12. LINKS & ADVERTISING. The Game, platforms etc. may contain advertising and links to other games, websites, services etc. Company does not review or evaluate any adverts or games, websites, services etc. linked to in the Game or the platforms and is not responsible for the accuracy, copyright compliance, legality, decency, or appropriateness of the adverts, content on these games, websites, services etc. nor is it responsible for the advertising, products, or other materials that may appear in or are offered by such adverts, games, websites, services, the platforms etc. You should carefully review the advertisements and respective conditions of use for each of these games, websites, services etc. Under no circumstances shall Company be held responsible or liable, directly or indirectly, for any loss or damages caused or alleged to have been caused by your use of or reliance on any advertising, content, products, goods, or services etc. available on such games, websites, services, platforms etc.
13. DISCLAIMER & LIMITATION OF LIABILITY: THE GAME IS PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAIALBLE” BASIS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER COMPANY NOR ANY OTHER PARTY INVOVLED IN CREATING, PRODUCING OR DELIVERING THE GAME WILL BE LIABLE TO YOU THE USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, ARISINGOUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE GAME, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WEHTHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, AN EVENT, OR FROM THE USE OR INABILITY TO USE THE GAME EXCEED FIFTY DOLLARS ($50 CAD). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THIS AGREEMENT BETWEEN THE CUSTOMER AND COMPANY.
14. COMPLIANCE WITH LAWS. Customer shall comply with all laws, regulations, rules, ordinances and orders applicable to its use of the Game. Without limiting the foregoing, Customer shall comply with the relevant export administration and control laws and regulations, as may be amended from time to time, including, without limitation, to the extent applicable, the United States Export Administration Act, to ensure that the Game is not shipped, transferred or exported (directly or indirectly) in violation of U.S. law.
15. GOVERNING LAW & DISPUTE RESOLUTION. This Agreement will be subject to and governed by the laws of the Province of Ontario and the laws of Canada applicable therein without regard for its conflicts of law principles that would require application of the laws of any different jurisdiction. Any dispute, controversy or claim arising out of or relating to this EULA Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of the arbitration will be Toronto, Ontario, Canada, or may be conducted virtually via electronic communication to the extent the Arbitration Rules allow for such. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. In any arbitration arising out of or related to this Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits. In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a party to be the prevailing party under the circumstances where the prevailing party won on some but not all of its claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Notwithstanding anything to the contrary, Company may apply to any court of competent jurisdiction for injunctive or other equitable relief. For clarity, the foregoing does not apply to any dispute between You and any other Game user. You are solely responsible for your interactions with other users of the Game. Company reserves the right, but have no obligation, to monitor disputes between You and other users.
16. Electronic communications. When you play the Game or send e-mails to us, you are communicating with us electronically. You consent to receiving communications from us electronically and communicate with us electronically. We will communicate with you by e-mail or by posting notices in the Game or by any other means Company finds suitable. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically (whether by email, posting notice in the Game or otherwise) satisfy any legal requirement that such communications be in writing.
17. Severability. If for any reason any provision of the Terms of Use shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective only to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
18. Modification. Company reserves the right, at its discretion, to update or revise the Terms of Use at any time. Company will post such changes in the Game and or forums etc. related to the Game and these additional or revised terms will become part of the Terms of Use. Please check this Terms of Use document periodically for changes. Your continued playing of the Game constitutes your binding acceptance of the Terms of Use, including any changes or modifications made by Company as permitted above.
19. TERM AND TERMINATION: This EULA Agreement is effective upon your acceptance and shall continue in perpetuity unless sooner terminated by Company for any reason whatsoever. You may terminate this Agreement at any time by deleting your account and/or deleting the Game. Company reserves the right to disable, block or terminate accounts without notice. You are not permitted to transfer your account, any in game currency, characters etc. to another person or entity, unless specifically permitted in writing by Company. Company reserves the right to temporarily or permanently disable access to the game for anyone who violates these terms of use. Company may disable access to the game at its discretion and may do so without notice. If You breach any provision of this EULA Agreement, this EULA Agreement. Upon the termination of this EULA Agreement, the license granted to You will terminate. The provisions of Sections 3, 4, 5, 9, 10 11 and 13 shall survive termination or expiration of this Agreement for any reason.
20. GENERAL. This EULA Agreement, together with the Company Privacy Policy constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. Company may assign its rights under the EULA Agreement without notice to you. You may not assign or delegate, directly or indirectly, by operation of law or otherwise, this EULA Agreement or any of its rights or obligations under this EULA Agreement (including the license rights granted to You to the Game) to any third party. Any attempted assignment or transfer in violation of the foregoing will be null and void and of no effect. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and continue in full force and effect.
Last Updated: October 23, 2020