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BANDAI NAMCO ENTERTAINMENT EUROPE
LITTLE NIGHTMARES
END USER LICENSE AGREEMENT (“EULA”)
Last Updated: January 26, 2017
This End User License Agreement (“EULA”) may be updated from time to time. Your continued use of the Game (as defined hereunder) after a revised version has been posted or communicated to you constitutes acceptance by you of its terms.
THE BANDAI NAMCO ENTERTAINMENT’S VIDEO GAME YOU ARE USING (WHICH INCLUDES COMPUTER GAME, MEDIA, AND RELATED DOCUMENTATION IN PRINTED OR ELECTRONIC FORM) IS LICENSED TO YOU ON THE TERMS SET FORTH BELOW, WHICH CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND BANDAI NAMCO ENTERTAINMENT EUROPE ("BNEE"). BY PLAYING THE VIDEO GAME (EITHER ON YOUR SYSTEM OR ONLINE), AND/OR INSTALLING OR OTHERWISE USING THE GAME PROGRAM, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT WITH BNEE.
The LITTLE NIGHTMARES version, including without limitation any multi-player, online, or downloadable content thereof (the “Game”) is protected by the copyright laws of France, international copyright treaties and conventions and other laws. The Game is licensed, and not sold, and this agreement confers no title or ownership to the Game program or any copy thereof. In addition to the terms and conditions hereof, when using particular portions of the Game, including without limitation any multi-player, online, or downloadable content, you may be subject to additional guidelines of third party service providers.
1. PRECONDITIONS OF THE LICENSE. The licenses granted in this EULA are specifically conditioned upon the following and your full compliance with all other terms and conditions set forth in this EULA:
a. You have accepted all of the terms in this EULA and any additional terms as may be applicable to the Game you are playing, which is evidenced by your use of the Game;
b. You agree to and comply with all of the terms stipulated by Steam which is evidenced by your use of the Game; any violation of the Steam terms will be considered a violation of this EULA;
c. You agree to and comply with all of the terms in this EULA until such time as you have completed and permanently terminated your use of the Game by deleting all aspects of the Game from your machine (e.g., account deletion, deletion of Game-related files, destruction of the physical media on which the copy of the Game in your possession exists, etc.);
d. You access and use the Game only on a single home video game entertainment system, running validly licensed copies of operating systems on which the Game was designed to operate (the “Hardware”); and
e. You do not use any hacks, cracks, bots, or third party Game which may modify, temporarily or permanently, the code or the user experience of the Game, whether on your local machine or on servers which enable use of any features of the Game.
2. LIMITED USE LICENSE. BNEE grants you the non-exclusive, non-transferable, revocable, limited right and license to use one copy of the Game solely for your personal use with the Hardware. Commercial use of the Game is prohibited. To play the Game and/or access any online content related to the Game, you must have legally obtained the Game from BNEE, and all applicable or required Hardware and/or third party game to operate the Game and/or access any online, multi-player or downloadable content of the Game (which we do not provide). You are responsible for paying all fees and taxes for any Hardware and other costs you may incur to access the Game, including internet service or other third party charges required to access any multi-player, online or downloadable content of the Game (if applicable). Neither this agreement nor use of the Game entitles you to any future releases of the Game, nor to any expansions, sequels, or similar or ancillary products. BNEE may, in its sole discretion, change, modify, suspend, or discontinue the Game or any aspect of the Game at any time. BNEE may also impose limits on certain features or restrict your access to parts or all of the Game without notice or liability. You have no interest, monetary or otherwise, in any feature or content contained in the Game. You understand that the Game is provided by BNEE at its discretion and may be terminated or otherwise discontinued by BNEE at any time without notice.
3. VIRTUAL ITEMS.
3.1 BNEE may offer you the ability to earn a limited license to virtual goods and services made available by BNEE in the Game (collectively, “Virtual Items”). If BNEE offers the ability to earn such licenses, BNEE hereby grants you a non-exclusive, non-transferable, revocable, limited right and license to such Virtual Items, as applicable, for your personal, non-commercial use exclusively in the Game, subject to the terms of this EULA and your compliance therewith.
3.2 You may only use Virtual Items in the Game and are not redeemable for money or monetary value from BNEE or any other person or entity, except as otherwise required by applicable law. Virtual Items do not have an equivalent value in real currency and do not act as a substitute for real currency. Neither BNEE nor any other person or entity has any obligation to exchange Virtual Items for anything of value, including, but not limited to, real currency. You acknowledge and agree that BNEE may engage in actions that may impact the perceived value of Virtual Items at any time, except as prohibited by applicable law.
3.3 Except as otherwise prohibited by applicable law, BNEE, in its sole discretion, has the absolute right to manage, modify, suspend, and/or eliminate Virtual Items without notice or liability to you.
3.4 You may not transfer, sell, gift, exchange, trade, lease, sublicense, or rent Virtual Items except in the Game and as expressly permitted by BNEE. Except as otherwise prohibited by applicable law, BNEE reserves and retains all rights, title, and interest in and to the Virtual Items.
3.5 The licenses granted hereunder to Virtual Items will terminate upon termination of this EULA and as otherwise provided herein; provided, however, that, in BNEE’s sole discretion, BNEE may make your Virtual Items available to you in your account solely for use in the commercial version of the Game.
4. OWNERSHIP. All intellectual property rights in and to the Game (including but not limited to video, audio and other content incorporated therein or later downloaded) and title to any and all copies thereof are owned by BNEE or its licensors, and you receive no right or interest therein, except for the limited licenses expressly provided herein.
You may not do any of the following:
• Copy the Game except for a single backup copy;
• Sell, rent, lease, license, distribute or otherwise transfer or make the Game available to any other person, in whole or in part, or use the Game or any part thereof in any commercial context, including but not limited to use on a commercial website, or in a service bureau, "cyber cafe", computer gaming center or any other commercial location in which multiple users who have not each separately purchased the Game may access the Game program. BNEE may offer a separate site license agreement to permit you to make the Game available for commercial use; see the contact information below;
• Reverse engineer, derive source code, modify, decompile, disassemble, or create derivative works of the Game or any online portion thereof, in whole or in part;
• Remove, disable or circumvent any proprietary notices or labels contained on or within the Game or any online portion thereof; or
• Export or re-export the Game or any copy or adaptation in violation of any applicable E.U. export restrictions or other laws or regulations.
5. SECURITY MEASURES/PROTECTIONS. Certain security measures may be required in order for you to make full use of the Game, including without limitation the requirement to register the Game with a serial code, the requirement to have continual access to the Internet; and/or the acceptance of security/digital rights management features. Failure to accept the security measures may partially or completely impair your use of the Game.
6. USER-GENERATED CONTENT. In exchange for use of the Game, and to the extent that your contributions through use of the Game give rise to any copyright interest, you hereby grant BNEE an exclusive, perpetual, irrevocable, royalty-free, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Game and related goods and services including the rights to reproduce, copy, adapt, modify, perform, create derivative works from, display, publish, broadcast, transmit, or otherwise use, distribute, exploit and communicate to the public by any and all means and media whether now known or hereafter devised without any further notice or compensation of any kind to you for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. To the extent permitted by applicable law, you hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to BNEE’s and other players’ use and enjoyment of such assets in connection with the Game and related goods and services under applicable law. The license granted to BNEE, and the above waiver of any applicable moral rights, survives any termination or revocation of this EULA.
7. ONLINE CONDUCT.
7.1 BNEE does not pre-screen content that may be posted on online chats and does not assume any responsibility or liability for content that is generated by users in connection with the Game. BNEE does not assume any liability for any failure to remove, or any delay in removing, content. However, we reserve the right to remove or request that the third party service provider remove content that is objectionable to us for any reason. This determination is in our sole discretion and is final. If BNEE objects to content that you created, BNEE may in its sole discretion (either itself or if applicable by request to the third party service provider): (i) remove content; (ii) give warnings; (iii) restrict your access when you break the rules; or (iv) suspend or terminate your access without any notice to you. In addition, BNEE, may, in its sole discretion, terminate this agreement, in part, immediately and without notice if your online conduct breaches this agreement or infringes any third party intellectual property rights, or if we are unable to verify or authenticate any information you provide to us. If we terminate this agreement under these circumstances, you will lose access to any online portions of the Game.
7.2 You agree that you will be personally responsible for your use of the Game, and for all of your communication and activity in connection with Game, including any content you contribute, and that you will indemnify and hold harmless BNEE, its licensors and each of their respective parents, affiliates, and subsidiary companies and the employees, officers, and directors of each from any liability or damages arising from your conduct in the connection with the Game.
7.3 BNEE retains the right to suspend your access to the Game without previous notification if you violate the terms of this EULA. You will violate this EULA if you (or others using your online account) do any of the following:
• Post, transmit, promote, or distribute content that violates any law or regulation.
• You are not sixteen (16) years or older.
• Harass, threaten, embarrass, or do anything else to another user that is unwanted.
• Transmit or facilitate distribution of content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person's view, objectionable. Hate speech is not tolerated.
• Violate any terms or policies communicated by BNEE from time to time.
• Promote or encourage any illegal activity including hacking.
• Disclose your own or other users’ personal information.
• Impersonate any person or entity, including any BNEE officials, forum leaders, guides, hosts, employees or agents, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Impede or disrupt the Game or the normal flow of game play or dialogue, or use vulgar language, abusiveness, use of excessive shouting (ALL CAPS) "spamming" or any other disruptive or detrimental methods in an attempt to disturb other users.
• Cheat or utilize unauthorized exploits in connection with the Game.
• Use or exploit any bugs, errors, or design flaws to obtain unauthorized access to the Game or to gain an unfair advantage over other players.
• Trade, sell, auction or otherwise transfer any virtual items or goods of any nature outside the Game.
• Violate any applicable laws including but not limited to copyrights and trademarks, regulations and rules wherever you are using the Game. This includes rules for use of third-party technology and content, rules of interactive service providers, and federal, state, local and foreign laws where applicable. Ignorance of the law is no excuse.
• Do anything that interferes with the ability of other users to enjoy playing the Game in accordance with its rules, or that materially increases the expense or difficulty of BNEE, or the third party service provider (if applicable), in maintaining the Game for the enjoyment of all its users.
• Intentionally disconnecting from the network during online play, or allowing yourself to be defeated by a given player repeatedly to help boost their rankings or win counts.
8. LIMITATION ON DAMAGES.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BNEE, ITS PARENT, SUBSIDIARIES, SUPPLIERS OR LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE POSSESSION, USE OF OR INABILITY TO USE THE GAME OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCTS LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR ANY OTHER THEORY. IN ANY CASE, BNEE'S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE GAME.
8.2 BNEE AND ITS LICENSORS MAKE NO PROMISE OR WARRANTY THAT THE GAME WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT BNEE AND ITS LICENSORS ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE GAME, (2) ANY INCOMPATIBILITY BETWEEN THE GAME, AND OTHER SERVICES, GAME AND HARDWARE, OR (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE GAME IN AN ACCURATE OR TIMELY MANNER. THE GAME, AND ALL OTHER SERVICES ARE PROVIDED “AS IS.” EXCEPT AS DESCRIBED HEREIN OR IN OUR LIMITED WARRANTY ACCOMPANYING THE GAME, BNEE AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BNEE does not ensure continuous, error free, secure or virus-free operation of any online, multi-player or downloadable content of the Game or continued operation or availability of any given server.
8.3 BNEE is not liable for any delay or failure to perform resulting from any causes beyond our reasonable control. Further, BNEE cannot and does not promise or ensure that you will be able to access the online, multi-player or downloadable content of the Game whenever you want, and there may be extended periods of time when you cannot access such portions of the Game.
9. TERMINATION/SUPSENSION.
9.1 This EULA is effective upon your agreement to be bound by its terms and remains in effect until terminated by you or BNEE. You may terminate this EULA at any time by deleting and destroying any and all copies of the Game in your possession, custody, or control.
9.2 Except as otherwise prohibited by applicable law, BNEE may limit, suspend, or terminate the licenses granted hereunder and your access to and use of the Game, including, but not limited to Virtual Items and any related services and products, at any time and for any reason without notice or liability to you.
9.3 Without limiting any other rights of BNEE, if you fail to comply with the terms and conditions of this EULA, BNEE retains the right, in its sole discretion, to immediately limit, suspend, or terminate your access to and/or use of the Game.
9.4 Upon termination of this EULA, your rights to access and use the Game, including any licenses and access to Virtual Items, user data, points, character progress, and any other information of any kind related to the Game, will terminate immediately, and you must cease all use of the Game. In the event the Game is terminated, you must destroy all copies of the Game and all of its component parts.
9.5 The termination of this EULA will not affect BNEE’s rights or your obligations arising under this EULA. Those terms that by their nature are intended to survive this EULA, shall survive this EULA.
10. PRIVACY. BNEE respects your privacy rights and is committed to protecting your personal information. Any personal information supplied by you to BNEE online or via any BNEE controlled website will be subject to the privacy policy posted at http://www.bandainamcoent.eu/privacy-policy . Notwithstanding what is stated in the privacy policy, if you use any online services, such as online play or the downloading and uploading of content, BNEE and its affiliates may also collect, use, store, transmit and publicly display statistical data regarding game play (including scores, rankings and achievements), or identify content that is created and shared by you with other players.
11. INJUNCTION. Because BNEE would be irreparably damaged if the terms of this agreement were not specifically enforced, you agree that BNEE and/or its licensors shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this agreement, in addition to such other remedies as BNEE may otherwise have under applicable laws.
12. INDEMNITY. You agree to indemnify, defend and hold BNEE, its licensors and each of their respective partners, affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the Game pursuant to the terms of this agreement.
13. APPLICABLE LAW AND JURISDICTION. This Agreement shall be interpreted in accordance with and governed by the laws of France. Any dispute arising in connection with this Agreement, which cannot be settled amicably after reasonable efforts, shall be submitted to the jurisdiction of the Commercial Court of Lyon.
14. MISCELLANEOUS. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. BNEE’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and agreement between BNEE and you with respect to the subject matter hereof.
15. RELATIONSHIP TO OTHER TERMS OF USE. This EULA applies to all online service, content, Games, and products, and may be incorporated in to additional Game-specific terms of use. In the event of a conflict between this EULA and a Game-specific terms of use document, this EULA shall control (unless specifically stated otherwise in the Game-specific terms of use).
If you have any questions concerning this license, you may contact BNEE through BNEE, customer service at www.bandainamcoent.eu or BANDAI NAMCO ENTERTAINMENT Europe, 49/51 rue des Docks, CS 90618, 69258 Lyon Cedex 09 – France.
This End User License Agreement applies only to users in North and South America
BANDAI NAMCO ENTERTAINMENT AMERICA INC.
LITTLE NIGHTMARES
END USER LICENSE AGREEMENT
IMPORTANT: THIS IS A LEGALLY BINDING AGREEMENT AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO INTERACTIVE ENTERTAINMENT PRODUCTS PUBLISHED, AND OTHER SERVICES OFFERED BY BANDAI NAMCO ENTERTAINMENT AMERICA INC. PLEASE READ THE FOLLOWING CAREFULLY:
Last Updated: August 25, 2016
The Game, as defined below, is licensed to You on the terms set forth in this end user license agreement (the “EULA”), which constitutes a legal agreement between You and BANDAI NAMCO Entertainment America Inc. (a Delaware corporation) (“BNEA”). For purposes of this EULA, “You” refers to any user of the Game. By downloading, installing, accessing, playing, or otherwise using the Game in any way, You agree to be legally bound by the terms of this EULA with BNEA, which may be updated from time to time. Your continued use of the Game, in any way, after a revised version of this EULA has been communicated to You, constitutes Your acceptance of such updated terms. If You do not agree to the terms of this EULA, do not download, install, access, play, or otherwise use the Game in any way. You must accept and abide by the terms of this EULA, including any updated terms, as presented to You by BNEA and any changes, additions, or deletions are not acceptable, and are hereby expressly rejected by BNEA. BNEA may refuse access to the Game for noncompliance with any part of this EULA.
THIS EULA CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION AND A CLASS ACTION WAIVER. IF YOU LIVE OUTSIDE THE UNITED STATES OF AMERICA, SOME OR ALL OF THE ARBITRATION PROVISION AND CLASS ACTION WAIVER MAY NOT APPLY TO YOU.
YOUR USE OF THE GAME IS ALSO SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE STEAM® SUBSCRIBER AGREEMENT AND/OR ANY OTHER TERMS SET FORTH BY VALVE CORPORATION IN RELATION TO THE STEAM SERVICE.
The LITTLE NIGHTMARES video game, including, without limitation, any multi-player, online, or downloadable portions thereof and any related written or electronic documentation or content (collectively, the “Game”), is protected by domestic and foreign copyright laws as well as international copyright treaties and conventions and other laws. The Game is licensed, and not sold, and this EULA confers no title or ownership to the Game or any copy thereof. In addition to the terms and conditions hereof, when accessing and using particular portions of the Game, including, without limitation, accessing any multi-player or online features, downloading any downloadable content, and whenever conducting any monetary transactions through or in connection with your use of the Game, You may be subject to additional terms and conditions of third-party service providers.
1. PRECONDITIONS OF THE LICENSES. The licenses granted in this EULA are specifically conditioned upon the following and Your full compliance with all other terms and conditions set forth in this EULA:
• You have reached the age of majority in Your jurisdiction. If You are under the age of majority in Your jurisdiction, Your legal representative (e.g., a parent or a person who has legal parental authority over You) must agree on Your behalf to comply, and take full responsibility for Your compliance, with this EULA prior to Your use of the Game;
• You agree to and comply with all of the terms in this EULA, and any additional terms as may be applicable to the Game, which acceptance is evidenced by Your access to and use of the Game;
• You agree not to download, install, access, play, or otherwise use the Game in any way except on devices owned or controlled exclusively by You, running validly-licensed copies of operating systems on which the Game is designed to operate and which meet the minimum requirements set by BNEA (collectively, the “Hardware”);
• You do not use any hacks, cracks, bots, or third-party software that may modify or copy, temporarily or permanently, the code or the user experience of the Game, whether on Your Hardware or on servers that enable use of any features of the Game; and
• You have accepted and are in compliance with all terms and conditions set forth in the STEAM® Subscriber Agreement and/or any other terms set forth by Valve Corporation in relation to the STEAM® service from which Your Hardware will download, install, or access any copy of the Game, any updates to the Game, or through which any monetary transactions conducted in connection with the Game may be performed.
2. LIMITED USE LICENSE. The Game is licensed, not sold, to You for use only under the terms of this EULA, unless accompanied by a separate written license agreement, executed by an authorized representative of BNEA, in which case the terms of that separate BNEA license agreement will control over any terms of this EULA. As between BNEA and You, BNEA reserves all rights in any to the Game that are not expressly granted to You in this EULA. Subject to your strict compliance with the terms of this EULA, BNEA grants You a non-exclusive, non-transferable, revocable, limited right and license to access and use one copy of the Game solely for Your personal use, on Your Hardware. Any commercial use of the Game by You is strictly prohibited. To access and use the Game, you must have legally obtained the Game from BNEA and all Hardware and/or third-party products and services required to operate the Game and/or access any online, multi-player, or downloadable portion of the Game that BNEA does not provide. You are responsible for paying all fees, taxes, and other costs You may incur to access and use the Game, including, but not limited to, costs for purchasing or maintaining Your Hardware, Your Internet service, and any other third-party products or services required to access any multi-player, online, or downloadable portions of the Game. Neither this EULA nor Your access to or use of the Game entitles You to any future releases of the Game or any expansions, sequels, or similar or ancillary products. You have no interest, monetary or otherwise, in any feature or content contained in or relating to the Game.
3. OWNERSHIP. All intellectual property rights in and to the Game (including, but not limited to such rights in any video, audio, and other content incorporated therein or subsequently downloaded) and all title and interest to any and all copies thereof are owned exclusively by BNEA and/or its licensors and You receive no right or interest therein, except for the limited licenses expressly provided herein. Without limiting the foregoing, You are expressly prohibited from:
• Copying the Game (except for making a single backup copy);
• Selling, renting, leasing, licensing, sublicensing, distributing, or otherwise transferring or making the Game available to any other person, in whole or in part
• Using the Game or any part thereof in any commercial context, including, but not limited to, on a commercial website or in a service bureau, “cyber café,” computer gaming center, or any other commercial location in which a user may access or use the Game or the Game’s elements who has not purchased or been authorized by BNEA;
• Reverse engineering, deriving source code, modifying, decompiling, disassembling, or creating derivative works of the Game or any portion thereof, in whole or in part;
• Removing, disabling, or circumventing any proprietary notices or labels contained on or in the Game or any online portion thereof; or
• Exporting or re-exporting the Game or any copy or adaptation thereof, directly or indirectly, in violation of any U.S. laws, including without limitation any applicable export restrictions.
4. VIRTUAL ITEMS, VIRTUAL CURRENCY, AND PURCHASED VIRTUAL CURRENCY
4.1. Through the Game, BNEA may offer You the ability to earn a limited license to virtual goods and services made available by BNEA in the Game (collectively, “Virtual Items”) and/or virtual currency (“Virtual Currency”) in exchange for performing or forbearing from performing certain in-Game tasks. If BNEA offers the ability to earn such licenses, upon completion of all required in-Game tasks, BNEA hereby grants You a non-exclusive, non-transferable, revocable, limited right and license to such Virtual Items or Virtual Currency within the Game, as applicable, strictly for Your personal, non-commercial use exclusively in the Game, subject to the terms of this EULA and Your compliance therewith.
4.2. BNEA may also offer You the ability to purchase a limited license to certain Virtual Currency (“Purchased Virtual Currency”) through the Game and Hardware via an eStore operated by STEAM®. All Purchased Virtual Currency shall be subject to the Subscriber Agreement and/or any other terms set forth by Valve Corporation, and are final, not refundable, transferable, or exchangeable under any circumstances, except as otherwise required by applicable law. Except for the purchase price of Purchased Virtual Currency, You will not be charged any fees for the access, use, or non-use of Purchased Virtual Currency or Virtual Items.
4.3. You may only use Virtual Items, Virtual Currency, and Purchased Virtual Currency in the Game and such Virtual Items, Virtual Currency, and Purchased Virtual Currency are not redeemable for money or monetary value from BNEA or any other person or entity, except as otherwise required by applicable law. Virtual Items, Virtual Currency, and Purchased Virtual Currency do not have an equivalent value in real currency and do not act as a substitute for real currency. Neither BNEA nor any other person or entity has any obligation to exchange Virtual Items, Virtual Currency, or Purchased Virtual Currency for anything of value, including, but not limited to, real currency. You acknowledge and agree that BNEA may engage in actions that may impact the perceived value of Virtual Items, Virtual Currency, or Purchased Virtual Currency at any time, except as prohibited by applicable law. All Virtual Items, Virtual Currency, and Purchased Virtual Currency will be subject to the same age rating as the Game.
4.4. Except as otherwise prohibited by applicable law, BNEA, in its sole discretion, has the absolute right to manage, modify, suspend, and/or eliminate Virtual Items or Virtual Currency without notice or liability to You.
4.5. You may not transfer, sell, gift, exchange, trade, lease, sublicense, or rent Virtual Items, Virtual Currency, or Purchased Virtual Currency except as may be permitted in the Game and as expressly permitted by BNEA. Except as otherwise prohibited by applicable law, BNEA reserves and retains all rights, title, and interest in and to the Virtual Items, Virtual Currency, and Purchased Virtual Currency.
4.6. The licenses granted hereunder to Virtual Items, Virtual Currency, and Purchased Virtual Currency will terminate upon termination of this EULA and as otherwise provided herein; provided, however, that, in BNEA’s sole discretion, BNEA may make Virtual Items, Virtual Currency, or Purchased Virtual Currency available to You in Your account solely for use in the commercial version of the Game.
5. SECURITY MEASURES/PROTECTIONS. Certain security measures may be required in order for You to make full use of the Game, including, without limitation, the requirement to register the Game with a serial code, the requirement to have continuous access to the Internet, and/or the acceptance of certain security/digital rights management features. Failure to accept and fully-comply with such security measures may partially or completely impair Your use of the Game.
6. PRIVACY. BNEA respects your privacy rights. Any personal information supplied by you to BNEA online or via any BNEA-controlled website will be subject to the privacy policy posted at: https://www.bandainamcoent.com/privacy. Notwithstanding what is stated in the applicable privacy policy, if you use any online services, such as online play or the downloading and uploading of content, BNEA and its affiliates may also collect, use, store, transmit and publicly display statistical data regarding game play (including scores, rankings, ID, play log, play data (level, item), specifications of local machines, trophies, and residence regions), or identify content that is created and shared by you with other players.
7. USER-GENERATED CONTENT. In exchange for access to and use of the Game and to the extent that You create content through access to and use of the Game (“User-Generated Content”), You hereby grant BNEA an exclusive, perpetual, irrevocable, royalty-free, fully transferable, and sub-licensable worldwide right and license to use User-Generated Content in any way and for any purpose in connection with the Game and related goods and services, including the rights to reproduce, copy, adapt, modify, perform, create derivative works from, display, publish, broadcast, transmit, or otherwise use, distribute, exploit, and communicate to the public by any and all means and media whether now known or hereafter devised without any further notice or compensation of any kind to You for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. To the extent permitted by applicable law, You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to BNEA’s and other players’ use and enjoyment of such assets in connection with the Game and related goods and services under applicable law. The license granted to BNEA, and the above waiver of any applicable moral rights, shall survive any termination of this EULA.
8. ONLINE CONDUCT.
8.1. BNEA does not pre-screen content of postings or online chats in the Game and does not assume any responsibility or liability for User-Generated Content. BNEA does not assume any liability for any failure to remove, or any delay in removing, User-Generated Content. Without limiting any of its other rights and remedies under this EULA or applicable law, if BNEA objects to any User-Generated Content for any reason, BNEA, in its sole discretion may (either itself or, if applicable, by request to a third-party service provider): (a) remove the User-Generated Content; (b) give warnings to applicable persons; and/or (c) restrict, suspend, or terminate access to and use of the Game without any notice or liability.
8.2. You agree that You will be personally responsible for Your access to and use of the Game, and for all of Your communication and activity in connection with the Game, including any User-Generated Content.
8.3. In connection with Your communication and activity with the Game, You agree not to:
• Harass, threaten, embarrass, or do anything else to another user of the Game that is unwanted, as determined by BNEA in its sole discretion.
• Transmit or facilitate distribution of content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or objectionable, as determined by BNEA in its sole discretion. Hate speech is not tolerated.
• Violate any terms or policies communicated by BNEA from time to time.
• Promote or encourage any illegal activity, including hacking.
• Disclose Your own or other users’ personal information to third parties.
• Impersonate any person or entity, including any BNEA officials, forum leaders, guides, hosts, employees, or agents, or falsely state or otherwise misrepresent Your affiliation with a person or entity.
• Impede or disrupt the Game or the normal flow of Game play or dialogue or use vulgar language, abusiveness, excessive shouting (e.g., ALL CAPS), “spamming,” or any other disruptive or detrimental methods in an attempt to disturb other users of the Game.
• Cheat or utilize unauthorized exploits in connection with the Game.
• Use or exploit any bugs, errors, or design flaws to obtain unauthorized access to or use of the Game or to gain an unfair advantage over other players of the Game.
• Violate any applicable laws including, but not limited to, by posting, transmitting, promoting, or distributing content that violates any applicable law or regulation.
• Violate any rules for use of third-party technology and content, rules of interactive service providers, and federal, state, local, and foreign laws where applicable. Ignorance of the law is no excuse.
• Do anything that interferes with the ability of other users to enjoy playing the Game in accordance with its rules or that materially increases the expense or difficulty of BNEA or the third-party service provider (if applicable) in maintaining the Game for the enjoyment of all its users.
• Intentionally disconnect from the network during online play or allow Yourself to be defeated by a given player repeatedly to help boost their rankings or win counts in the Game.
9. LIMITATION ON DAMAGES.
9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BNEA, ITS SUPPLIERS, ITS LICENSORS, OR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS THEREOF, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE POSSESSION OF, ACCESS TO, USE OF, OR INABILITY TO USE THE GAME, OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCTS LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR ANY OTHER THEORY. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILTY OF BNEA, ITS SUPPLIERS, ITS LICENSORS, AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS THEREOF, FOR ANY AND ALL DAMAGES UNDER THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO DOWNLOAD A SINGLE COPY OF THE GAME.
9.2. BNEA AND ITS SUPPLIERS AND LICENSORS MAKE NO PROMISE OR WARRANTY THAT THE GAME WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT BNEA AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR (A) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE GAME; (B) ANY INCOMPATIBILITY AMONG THE GAME, OTHER SERVICES, AND HARDWARE; OR (C) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING, OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE GAME IN AN ACCURATE OR TIMELY MANNER. THE GAME AND ALL OTHER SERVICES ARE PROVIDED “AS IS.” EXCEPT AS MIGHT BE DESCRIBED HEREIN, BNEA AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. BNEA does not ensure continuous, error-free, secure, or virus-free operation of any online, multi-player, or downloadable portions of the Game or continued operation or availability of any given server. Some countries/regions do not allow limitations as to how long an implied warranty lasts and/or exclusions or limitations of consequential damages, so the above limitations and/or exclusions of liability may not apply to You.
9.3. BNEA is not liable for any delay or failure to perform resulting from any causes beyond its reasonable control. Further, BNEA cannot and does not promise or ensure that You will be able to access the online, multi-player, or downloadable portions of the Game whenever You want, and there may be extended periods of time when You cannot access such portions of the Game.
10. TERMINATION/SUSPENSION.
10.1. This EULA is effective upon Your agreement to be bound by its terms and remains in effect until terminated by You or BNEA. You may terminate this EULA at any time by deleting and destroying any and all copies of the Game in Your possession, custody, or control.
10.2. Except as otherwise prohibited by applicable law, BNEA may limit, suspend, or terminate the licenses granted hereunder and Your access to and use of the Game, including, but not limited to Virtual Items and any related services and products, at any time and for any reason without notice or liability to You.
10.3. Without limiting any other rights of BNEA, if You fail to comply with the terms and conditions of this EULA, BNEA retains the right, in its sole discretion, to immediately limit, suspend, or terminate Your access to and/or use of the Game.
10.4. Upon termination of this EULA, Your rights to access and use the Game, including any licenses and access to Virtual Items, user data, points, character progress, and any other information of any kind related to the Game, will terminate immediately, and You must cease all use of the Game. In the event the Game is terminated, You must destroy all copies of the Game and all of its component parts.
10.5. The termination of this EULA will not affect BNEA’s rights or Your obligations arising under this EULA. Those terms that by their nature are intended to survive this EULA shall survive this EULA.
11. U.S. GOVERNMENT RESTRICTED RIGHTS. The Game has been developed entirely at private expense and is provided as a “Commercial Computer Game” or “restricted computer Game.” Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Game clauses in DFARS 252.227-7013 or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Game Restricted Rights clauses at FAR 52.227-19, as applicable. The Contractor/Manufacturer is BANDAI NAMCO Entertainment Inc., 5-37-8 Shiba, Minato-ku, Tokyo 108-0014, Japan.
12. INJUNCTION. Because BNEA would be irreparably damaged if the terms of this EULA were not specifically enforced, You agree that BNEA and/or its licensors and suppliers shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this EULA, in addition to such other remedies as BNEA may otherwise have under applicable law.
13. INDEMNITY. You agree to indemnify, defend, and hold harmless BNEA, its licensors, its suppliers, and each of their respective officers, directors, employees, and agents from all damages, losses, and expenses, including reasonable attorneys’ fees, arising, directly or indirectly, from any violation of this EULA by You or from Your acts and omissions to act in using the Game. BNEA reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You.
14. DISPUTE RESOLUTION/BINDING ARBITRATION/CLASS ACTION WAIVER.
14.1. To the extent permitted by law, You and BNEA agree to make reasonable, good faith efforts to informally resolve any dispute or claim between You and BNEA and, before initiating any action or arbitration, the party seeking to raise such dispute or claim shall send to the other party a written notice describing the nature and basis of such dispute or claim and identifying the relief sought. All such written notices to BNEA must be sent via first class mail to: ATTN: Legal & Business Affairs Department, BANDAI NAMCO Entertainment America Inc., 2051 Mission College Boulevard, Santa Clara, California 95054, USA.
14.2. If You and BNEA do not agree to resolve such dispute or claim within thirty (30) days after such written notice is received, the party seeking to raise such dispute or claim may initiate an action or arbitration as permitted by this EULA. Arbitration is a legally-binding process, through which a party may seek legal remedies from or against another party, similar to a legal action brought before a court, but that generally imposes fewer strict procedural formalities, is held before a third party, neutral arbitrator (instead of before a judge or jury), provides for more limited discovery and potentially reduced legal fees for each party, and is subject to very limited review by courts.
14.3. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND BNEA ACKNOWLEDGE AND AGREE: (A) TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN YOU AND BNEA THROUGH BINDING ARBITRATION, PURSUANT TO THE FEDERAL ARBITRATION ACT, INCLUDING WITHOUT LIMITATION ANY DISPUTES OR CLAIMS BASED ON LEGAL THEORIES OF BREACH OF CONTRACT, TORTIOUS INJURY, STATUTORY VIOLATIONS, FRAUD, UNFAIR COMPETITION, RIGHTS OF PRIVACY, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, THAT MAY ARISE OUT OF OR RELATE TO ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND BNEA, ANY TERM OR PROVISION OF THIS EULA, OR YOUR ACCESS TO OR USE OF THE GAME (EACH, A “CLAIM”); (B) TO IRREVOCABLY WAIVE ANY RIGHT TO PURSUE ANY CLAIMS IN COURT OR TO HAVE ANY CLAIMS HEARD OR TRIED BEFORE A JUDGE OR JURY; (C) NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR COLLECTIVE ARBITRATION AGAINST THE OTHER PARTY, EVEN IF OTHERWISE PERMITTED BY THE FEDERAL ARBITRATION ACT; AND (D) NOT TO SEEK TO CONSOLIDATE OR COMBINE ANY ACTION OR ARBITRATION BROUGHT BY OR AGAINST YOU WITH ANY ACTION OR ARBITRATION BROUGHT BY OR AGAINST ANY THIRD PARTY, WITHOUT THE EXPRESS WRITTEN CONSENT OF EACH SUCH THIRD PARTY AND BOTH PARTIES TO THIS EULA.
14.4. Notwithstanding the foregoing, the terms of this EULA will not prevent You from bringing any dispute or claim that may be subject to Subsection 14.3, to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from BNEA on Your behalf, or from bringing any claim before a small claims court, subject to the jurisdictional limitations and requirements of such small claims court.
14.5. The procedure for arbitration of any Claim subject to Subsection 14.3 will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes, both of which are available at http://www.adr.org. Notwithstanding the foregoing, You and BNEA agree that arbitration of any such Claim may be conducted in English, and permit the electronic submission of documents and allow participation by phone or by teleconference, or in person, at a mutually agreed location.
14.6. If You seek $10,000 or less, BNEA agrees to reimburse Your filing fee and Your share of the arbitration costs, including Your share of arbitrator compensation, at the conclusion of the proceeding, unless the arbitrator determines Your claims are frivolous or costs are unreasonable as determined by the arbitrator. BNEA agrees not to seek its attorneys’ fees or costs in arbitration unless the arbitrator determines Your claims are frivolous or costs are unreasonable as determined by the arbitrator. If You seek more than $10,000, the arbitration costs, including arbitrator compensation, will be borne equally by the parties pursuant to the AAA’s Commercial Arbitration Rules and, if applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes.
14.7. YOU AND BNEA AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR COLLECTIVE ARBITRATION, EVEN IF AAA’s PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM. You and BNEA also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this EULA and all other actions or arbitrations.
14.8. If the agreement in this Section not to bring or participate in a class or representative action, private attorney general action, or collective arbitration should be found illegal or unenforceable, you and BNEA agree that it shall not be severable, that this entire Section shall be unenforceable, and any claim or dispute would be resolved in court and not in collective arbitration.
14.9. Notwithstanding this Section, you have the right to litigate any dispute in small claims court, if all the requirements of the small claims court, including any limitations on jurisdiction and the amount at issue in the dispute, are satisfied.
14.10. This Section shall apply to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of some or all of the provisions of this Section, notwithstanding Section 15 (Governing Law), such provisions will not apply to you.
15. GOVERNING LAW. Any dispute not subject to arbitration, or where no election to arbitrate has been made, will be decided by the state or federal court located in Santa Clara County, California, and you and BNEA agree to submit to the personal jurisdiction of that court. Except as otherwise set forth herein, this EULA shall be governed by, and will be construed under, the laws of California and the United States of America, without regard to choice of law or conflict of law principles. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.
16. MISCELLANEOUS. If any provision of this EULA is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will remain in effect and be enforced as if the invalid or unenforceable provision were not contained in the EULA. BNEA’s failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. To the extent permitted by applicable law, you may not assign or transfer this EULA or Your rights, and any attempt to the contrary is void. This EULA sets forth the entire understanding and agreement between BNEA and You with respect to the subject matter.
If You have any questions concerning this EULA, You may contact BANDAI NAMCO Entertainment America Inc.’s customer service at https://www.bandainamcoent.com/support or at BANDAI NAMCO Entertainment America Inc., 2051 Mission College Boulevard, Santa Clara, California 95054, USA.
LITTLE NIGHTMARES
END USER LICENSE AGREEMENT (“EULA”)
Last Updated: January 26, 2017
This End User License Agreement (“EULA”) may be updated from time to time. Your continued use of the Game (as defined hereunder) after a revised version has been posted or communicated to you constitutes acceptance by you of its terms.
THE BANDAI NAMCO ENTERTAINMENT’S VIDEO GAME YOU ARE USING (WHICH INCLUDES COMPUTER GAME, MEDIA, AND RELATED DOCUMENTATION IN PRINTED OR ELECTRONIC FORM) IS LICENSED TO YOU ON THE TERMS SET FORTH BELOW, WHICH CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND BANDAI NAMCO ENTERTAINMENT EUROPE ("BNEE"). BY PLAYING THE VIDEO GAME (EITHER ON YOUR SYSTEM OR ONLINE), AND/OR INSTALLING OR OTHERWISE USING THE GAME PROGRAM, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT WITH BNEE.
The LITTLE NIGHTMARES version, including without limitation any multi-player, online, or downloadable content thereof (the “Game”) is protected by the copyright laws of France, international copyright treaties and conventions and other laws. The Game is licensed, and not sold, and this agreement confers no title or ownership to the Game program or any copy thereof. In addition to the terms and conditions hereof, when using particular portions of the Game, including without limitation any multi-player, online, or downloadable content, you may be subject to additional guidelines of third party service providers.
1. PRECONDITIONS OF THE LICENSE. The licenses granted in this EULA are specifically conditioned upon the following and your full compliance with all other terms and conditions set forth in this EULA:
a. You have accepted all of the terms in this EULA and any additional terms as may be applicable to the Game you are playing, which is evidenced by your use of the Game;
b. You agree to and comply with all of the terms stipulated by Steam which is evidenced by your use of the Game; any violation of the Steam terms will be considered a violation of this EULA;
c. You agree to and comply with all of the terms in this EULA until such time as you have completed and permanently terminated your use of the Game by deleting all aspects of the Game from your machine (e.g., account deletion, deletion of Game-related files, destruction of the physical media on which the copy of the Game in your possession exists, etc.);
d. You access and use the Game only on a single home video game entertainment system, running validly licensed copies of operating systems on which the Game was designed to operate (the “Hardware”); and
e. You do not use any hacks, cracks, bots, or third party Game which may modify, temporarily or permanently, the code or the user experience of the Game, whether on your local machine or on servers which enable use of any features of the Game.
2. LIMITED USE LICENSE. BNEE grants you the non-exclusive, non-transferable, revocable, limited right and license to use one copy of the Game solely for your personal use with the Hardware. Commercial use of the Game is prohibited. To play the Game and/or access any online content related to the Game, you must have legally obtained the Game from BNEE, and all applicable or required Hardware and/or third party game to operate the Game and/or access any online, multi-player or downloadable content of the Game (which we do not provide). You are responsible for paying all fees and taxes for any Hardware and other costs you may incur to access the Game, including internet service or other third party charges required to access any multi-player, online or downloadable content of the Game (if applicable). Neither this agreement nor use of the Game entitles you to any future releases of the Game, nor to any expansions, sequels, or similar or ancillary products. BNEE may, in its sole discretion, change, modify, suspend, or discontinue the Game or any aspect of the Game at any time. BNEE may also impose limits on certain features or restrict your access to parts or all of the Game without notice or liability. You have no interest, monetary or otherwise, in any feature or content contained in the Game. You understand that the Game is provided by BNEE at its discretion and may be terminated or otherwise discontinued by BNEE at any time without notice.
3. VIRTUAL ITEMS.
3.1 BNEE may offer you the ability to earn a limited license to virtual goods and services made available by BNEE in the Game (collectively, “Virtual Items”). If BNEE offers the ability to earn such licenses, BNEE hereby grants you a non-exclusive, non-transferable, revocable, limited right and license to such Virtual Items, as applicable, for your personal, non-commercial use exclusively in the Game, subject to the terms of this EULA and your compliance therewith.
3.2 You may only use Virtual Items in the Game and are not redeemable for money or monetary value from BNEE or any other person or entity, except as otherwise required by applicable law. Virtual Items do not have an equivalent value in real currency and do not act as a substitute for real currency. Neither BNEE nor any other person or entity has any obligation to exchange Virtual Items for anything of value, including, but not limited to, real currency. You acknowledge and agree that BNEE may engage in actions that may impact the perceived value of Virtual Items at any time, except as prohibited by applicable law.
3.3 Except as otherwise prohibited by applicable law, BNEE, in its sole discretion, has the absolute right to manage, modify, suspend, and/or eliminate Virtual Items without notice or liability to you.
3.4 You may not transfer, sell, gift, exchange, trade, lease, sublicense, or rent Virtual Items except in the Game and as expressly permitted by BNEE. Except as otherwise prohibited by applicable law, BNEE reserves and retains all rights, title, and interest in and to the Virtual Items.
3.5 The licenses granted hereunder to Virtual Items will terminate upon termination of this EULA and as otherwise provided herein; provided, however, that, in BNEE’s sole discretion, BNEE may make your Virtual Items available to you in your account solely for use in the commercial version of the Game.
4. OWNERSHIP. All intellectual property rights in and to the Game (including but not limited to video, audio and other content incorporated therein or later downloaded) and title to any and all copies thereof are owned by BNEE or its licensors, and you receive no right or interest therein, except for the limited licenses expressly provided herein.
You may not do any of the following:
• Copy the Game except for a single backup copy;
• Sell, rent, lease, license, distribute or otherwise transfer or make the Game available to any other person, in whole or in part, or use the Game or any part thereof in any commercial context, including but not limited to use on a commercial website, or in a service bureau, "cyber cafe", computer gaming center or any other commercial location in which multiple users who have not each separately purchased the Game may access the Game program. BNEE may offer a separate site license agreement to permit you to make the Game available for commercial use; see the contact information below;
• Reverse engineer, derive source code, modify, decompile, disassemble, or create derivative works of the Game or any online portion thereof, in whole or in part;
• Remove, disable or circumvent any proprietary notices or labels contained on or within the Game or any online portion thereof; or
• Export or re-export the Game or any copy or adaptation in violation of any applicable E.U. export restrictions or other laws or regulations.
5. SECURITY MEASURES/PROTECTIONS. Certain security measures may be required in order for you to make full use of the Game, including without limitation the requirement to register the Game with a serial code, the requirement to have continual access to the Internet; and/or the acceptance of security/digital rights management features. Failure to accept the security measures may partially or completely impair your use of the Game.
6. USER-GENERATED CONTENT. In exchange for use of the Game, and to the extent that your contributions through use of the Game give rise to any copyright interest, you hereby grant BNEE an exclusive, perpetual, irrevocable, royalty-free, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Game and related goods and services including the rights to reproduce, copy, adapt, modify, perform, create derivative works from, display, publish, broadcast, transmit, or otherwise use, distribute, exploit and communicate to the public by any and all means and media whether now known or hereafter devised without any further notice or compensation of any kind to you for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. To the extent permitted by applicable law, you hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to BNEE’s and other players’ use and enjoyment of such assets in connection with the Game and related goods and services under applicable law. The license granted to BNEE, and the above waiver of any applicable moral rights, survives any termination or revocation of this EULA.
7. ONLINE CONDUCT.
7.1 BNEE does not pre-screen content that may be posted on online chats and does not assume any responsibility or liability for content that is generated by users in connection with the Game. BNEE does not assume any liability for any failure to remove, or any delay in removing, content. However, we reserve the right to remove or request that the third party service provider remove content that is objectionable to us for any reason. This determination is in our sole discretion and is final. If BNEE objects to content that you created, BNEE may in its sole discretion (either itself or if applicable by request to the third party service provider): (i) remove content; (ii) give warnings; (iii) restrict your access when you break the rules; or (iv) suspend or terminate your access without any notice to you. In addition, BNEE, may, in its sole discretion, terminate this agreement, in part, immediately and without notice if your online conduct breaches this agreement or infringes any third party intellectual property rights, or if we are unable to verify or authenticate any information you provide to us. If we terminate this agreement under these circumstances, you will lose access to any online portions of the Game.
7.2 You agree that you will be personally responsible for your use of the Game, and for all of your communication and activity in connection with Game, including any content you contribute, and that you will indemnify and hold harmless BNEE, its licensors and each of their respective parents, affiliates, and subsidiary companies and the employees, officers, and directors of each from any liability or damages arising from your conduct in the connection with the Game.
7.3 BNEE retains the right to suspend your access to the Game without previous notification if you violate the terms of this EULA. You will violate this EULA if you (or others using your online account) do any of the following:
• Post, transmit, promote, or distribute content that violates any law or regulation.
• You are not sixteen (16) years or older.
• Harass, threaten, embarrass, or do anything else to another user that is unwanted.
• Transmit or facilitate distribution of content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person's view, objectionable. Hate speech is not tolerated.
• Violate any terms or policies communicated by BNEE from time to time.
• Promote or encourage any illegal activity including hacking.
• Disclose your own or other users’ personal information.
• Impersonate any person or entity, including any BNEE officials, forum leaders, guides, hosts, employees or agents, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Impede or disrupt the Game or the normal flow of game play or dialogue, or use vulgar language, abusiveness, use of excessive shouting (ALL CAPS) "spamming" or any other disruptive or detrimental methods in an attempt to disturb other users.
• Cheat or utilize unauthorized exploits in connection with the Game.
• Use or exploit any bugs, errors, or design flaws to obtain unauthorized access to the Game or to gain an unfair advantage over other players.
• Trade, sell, auction or otherwise transfer any virtual items or goods of any nature outside the Game.
• Violate any applicable laws including but not limited to copyrights and trademarks, regulations and rules wherever you are using the Game. This includes rules for use of third-party technology and content, rules of interactive service providers, and federal, state, local and foreign laws where applicable. Ignorance of the law is no excuse.
• Do anything that interferes with the ability of other users to enjoy playing the Game in accordance with its rules, or that materially increases the expense or difficulty of BNEE, or the third party service provider (if applicable), in maintaining the Game for the enjoyment of all its users.
• Intentionally disconnecting from the network during online play, or allowing yourself to be defeated by a given player repeatedly to help boost their rankings or win counts.
8. LIMITATION ON DAMAGES.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BNEE, ITS PARENT, SUBSIDIARIES, SUPPLIERS OR LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE POSSESSION, USE OF OR INABILITY TO USE THE GAME OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCTS LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR ANY OTHER THEORY. IN ANY CASE, BNEE'S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE GAME.
8.2 BNEE AND ITS LICENSORS MAKE NO PROMISE OR WARRANTY THAT THE GAME WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT BNEE AND ITS LICENSORS ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE GAME, (2) ANY INCOMPATIBILITY BETWEEN THE GAME, AND OTHER SERVICES, GAME AND HARDWARE, OR (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE GAME IN AN ACCURATE OR TIMELY MANNER. THE GAME, AND ALL OTHER SERVICES ARE PROVIDED “AS IS.” EXCEPT AS DESCRIBED HEREIN OR IN OUR LIMITED WARRANTY ACCOMPANYING THE GAME, BNEE AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BNEE does not ensure continuous, error free, secure or virus-free operation of any online, multi-player or downloadable content of the Game or continued operation or availability of any given server.
8.3 BNEE is not liable for any delay or failure to perform resulting from any causes beyond our reasonable control. Further, BNEE cannot and does not promise or ensure that you will be able to access the online, multi-player or downloadable content of the Game whenever you want, and there may be extended periods of time when you cannot access such portions of the Game.
9. TERMINATION/SUPSENSION.
9.1 This EULA is effective upon your agreement to be bound by its terms and remains in effect until terminated by you or BNEE. You may terminate this EULA at any time by deleting and destroying any and all copies of the Game in your possession, custody, or control.
9.2 Except as otherwise prohibited by applicable law, BNEE may limit, suspend, or terminate the licenses granted hereunder and your access to and use of the Game, including, but not limited to Virtual Items and any related services and products, at any time and for any reason without notice or liability to you.
9.3 Without limiting any other rights of BNEE, if you fail to comply with the terms and conditions of this EULA, BNEE retains the right, in its sole discretion, to immediately limit, suspend, or terminate your access to and/or use of the Game.
9.4 Upon termination of this EULA, your rights to access and use the Game, including any licenses and access to Virtual Items, user data, points, character progress, and any other information of any kind related to the Game, will terminate immediately, and you must cease all use of the Game. In the event the Game is terminated, you must destroy all copies of the Game and all of its component parts.
9.5 The termination of this EULA will not affect BNEE’s rights or your obligations arising under this EULA. Those terms that by their nature are intended to survive this EULA, shall survive this EULA.
10. PRIVACY. BNEE respects your privacy rights and is committed to protecting your personal information. Any personal information supplied by you to BNEE online or via any BNEE controlled website will be subject to the privacy policy posted at http://www.bandainamcoent.eu/privacy-policy . Notwithstanding what is stated in the privacy policy, if you use any online services, such as online play or the downloading and uploading of content, BNEE and its affiliates may also collect, use, store, transmit and publicly display statistical data regarding game play (including scores, rankings and achievements), or identify content that is created and shared by you with other players.
11. INJUNCTION. Because BNEE would be irreparably damaged if the terms of this agreement were not specifically enforced, you agree that BNEE and/or its licensors shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this agreement, in addition to such other remedies as BNEE may otherwise have under applicable laws.
12. INDEMNITY. You agree to indemnify, defend and hold BNEE, its licensors and each of their respective partners, affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the Game pursuant to the terms of this agreement.
13. APPLICABLE LAW AND JURISDICTION. This Agreement shall be interpreted in accordance with and governed by the laws of France. Any dispute arising in connection with this Agreement, which cannot be settled amicably after reasonable efforts, shall be submitted to the jurisdiction of the Commercial Court of Lyon.
14. MISCELLANEOUS. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. BNEE’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and agreement between BNEE and you with respect to the subject matter hereof.
15. RELATIONSHIP TO OTHER TERMS OF USE. This EULA applies to all online service, content, Games, and products, and may be incorporated in to additional Game-specific terms of use. In the event of a conflict between this EULA and a Game-specific terms of use document, this EULA shall control (unless specifically stated otherwise in the Game-specific terms of use).
If you have any questions concerning this license, you may contact BNEE through BNEE, customer service at www.bandainamcoent.eu or BANDAI NAMCO ENTERTAINMENT Europe, 49/51 rue des Docks, CS 90618, 69258 Lyon Cedex 09 – France.
This End User License Agreement applies only to users in North and South America
BANDAI NAMCO ENTERTAINMENT AMERICA INC.
LITTLE NIGHTMARES
END USER LICENSE AGREEMENT
IMPORTANT: THIS IS A LEGALLY BINDING AGREEMENT AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO INTERACTIVE ENTERTAINMENT PRODUCTS PUBLISHED, AND OTHER SERVICES OFFERED BY BANDAI NAMCO ENTERTAINMENT AMERICA INC. PLEASE READ THE FOLLOWING CAREFULLY:
Last Updated: August 25, 2016
The Game, as defined below, is licensed to You on the terms set forth in this end user license agreement (the “EULA”), which constitutes a legal agreement between You and BANDAI NAMCO Entertainment America Inc. (a Delaware corporation) (“BNEA”). For purposes of this EULA, “You” refers to any user of the Game. By downloading, installing, accessing, playing, or otherwise using the Game in any way, You agree to be legally bound by the terms of this EULA with BNEA, which may be updated from time to time. Your continued use of the Game, in any way, after a revised version of this EULA has been communicated to You, constitutes Your acceptance of such updated terms. If You do not agree to the terms of this EULA, do not download, install, access, play, or otherwise use the Game in any way. You must accept and abide by the terms of this EULA, including any updated terms, as presented to You by BNEA and any changes, additions, or deletions are not acceptable, and are hereby expressly rejected by BNEA. BNEA may refuse access to the Game for noncompliance with any part of this EULA.
THIS EULA CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION AND A CLASS ACTION WAIVER. IF YOU LIVE OUTSIDE THE UNITED STATES OF AMERICA, SOME OR ALL OF THE ARBITRATION PROVISION AND CLASS ACTION WAIVER MAY NOT APPLY TO YOU.
YOUR USE OF THE GAME IS ALSO SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE STEAM® SUBSCRIBER AGREEMENT AND/OR ANY OTHER TERMS SET FORTH BY VALVE CORPORATION IN RELATION TO THE STEAM SERVICE.
The LITTLE NIGHTMARES video game, including, without limitation, any multi-player, online, or downloadable portions thereof and any related written or electronic documentation or content (collectively, the “Game”), is protected by domestic and foreign copyright laws as well as international copyright treaties and conventions and other laws. The Game is licensed, and not sold, and this EULA confers no title or ownership to the Game or any copy thereof. In addition to the terms and conditions hereof, when accessing and using particular portions of the Game, including, without limitation, accessing any multi-player or online features, downloading any downloadable content, and whenever conducting any monetary transactions through or in connection with your use of the Game, You may be subject to additional terms and conditions of third-party service providers.
1. PRECONDITIONS OF THE LICENSES. The licenses granted in this EULA are specifically conditioned upon the following and Your full compliance with all other terms and conditions set forth in this EULA:
• You have reached the age of majority in Your jurisdiction. If You are under the age of majority in Your jurisdiction, Your legal representative (e.g., a parent or a person who has legal parental authority over You) must agree on Your behalf to comply, and take full responsibility for Your compliance, with this EULA prior to Your use of the Game;
• You agree to and comply with all of the terms in this EULA, and any additional terms as may be applicable to the Game, which acceptance is evidenced by Your access to and use of the Game;
• You agree not to download, install, access, play, or otherwise use the Game in any way except on devices owned or controlled exclusively by You, running validly-licensed copies of operating systems on which the Game is designed to operate and which meet the minimum requirements set by BNEA (collectively, the “Hardware”);
• You do not use any hacks, cracks, bots, or third-party software that may modify or copy, temporarily or permanently, the code or the user experience of the Game, whether on Your Hardware or on servers that enable use of any features of the Game; and
• You have accepted and are in compliance with all terms and conditions set forth in the STEAM® Subscriber Agreement and/or any other terms set forth by Valve Corporation in relation to the STEAM® service from which Your Hardware will download, install, or access any copy of the Game, any updates to the Game, or through which any monetary transactions conducted in connection with the Game may be performed.
2. LIMITED USE LICENSE. The Game is licensed, not sold, to You for use only under the terms of this EULA, unless accompanied by a separate written license agreement, executed by an authorized representative of BNEA, in which case the terms of that separate BNEA license agreement will control over any terms of this EULA. As between BNEA and You, BNEA reserves all rights in any to the Game that are not expressly granted to You in this EULA. Subject to your strict compliance with the terms of this EULA, BNEA grants You a non-exclusive, non-transferable, revocable, limited right and license to access and use one copy of the Game solely for Your personal use, on Your Hardware. Any commercial use of the Game by You is strictly prohibited. To access and use the Game, you must have legally obtained the Game from BNEA and all Hardware and/or third-party products and services required to operate the Game and/or access any online, multi-player, or downloadable portion of the Game that BNEA does not provide. You are responsible for paying all fees, taxes, and other costs You may incur to access and use the Game, including, but not limited to, costs for purchasing or maintaining Your Hardware, Your Internet service, and any other third-party products or services required to access any multi-player, online, or downloadable portions of the Game. Neither this EULA nor Your access to or use of the Game entitles You to any future releases of the Game or any expansions, sequels, or similar or ancillary products. You have no interest, monetary or otherwise, in any feature or content contained in or relating to the Game.
3. OWNERSHIP. All intellectual property rights in and to the Game (including, but not limited to such rights in any video, audio, and other content incorporated therein or subsequently downloaded) and all title and interest to any and all copies thereof are owned exclusively by BNEA and/or its licensors and You receive no right or interest therein, except for the limited licenses expressly provided herein. Without limiting the foregoing, You are expressly prohibited from:
• Copying the Game (except for making a single backup copy);
• Selling, renting, leasing, licensing, sublicensing, distributing, or otherwise transferring or making the Game available to any other person, in whole or in part
• Using the Game or any part thereof in any commercial context, including, but not limited to, on a commercial website or in a service bureau, “cyber café,” computer gaming center, or any other commercial location in which a user may access or use the Game or the Game’s elements who has not purchased or been authorized by BNEA;
• Reverse engineering, deriving source code, modifying, decompiling, disassembling, or creating derivative works of the Game or any portion thereof, in whole or in part;
• Removing, disabling, or circumventing any proprietary notices or labels contained on or in the Game or any online portion thereof; or
• Exporting or re-exporting the Game or any copy or adaptation thereof, directly or indirectly, in violation of any U.S. laws, including without limitation any applicable export restrictions.
4. VIRTUAL ITEMS, VIRTUAL CURRENCY, AND PURCHASED VIRTUAL CURRENCY
4.1. Through the Game, BNEA may offer You the ability to earn a limited license to virtual goods and services made available by BNEA in the Game (collectively, “Virtual Items”) and/or virtual currency (“Virtual Currency”) in exchange for performing or forbearing from performing certain in-Game tasks. If BNEA offers the ability to earn such licenses, upon completion of all required in-Game tasks, BNEA hereby grants You a non-exclusive, non-transferable, revocable, limited right and license to such Virtual Items or Virtual Currency within the Game, as applicable, strictly for Your personal, non-commercial use exclusively in the Game, subject to the terms of this EULA and Your compliance therewith.
4.2. BNEA may also offer You the ability to purchase a limited license to certain Virtual Currency (“Purchased Virtual Currency”) through the Game and Hardware via an eStore operated by STEAM®. All Purchased Virtual Currency shall be subject to the Subscriber Agreement and/or any other terms set forth by Valve Corporation, and are final, not refundable, transferable, or exchangeable under any circumstances, except as otherwise required by applicable law. Except for the purchase price of Purchased Virtual Currency, You will not be charged any fees for the access, use, or non-use of Purchased Virtual Currency or Virtual Items.
4.3. You may only use Virtual Items, Virtual Currency, and Purchased Virtual Currency in the Game and such Virtual Items, Virtual Currency, and Purchased Virtual Currency are not redeemable for money or monetary value from BNEA or any other person or entity, except as otherwise required by applicable law. Virtual Items, Virtual Currency, and Purchased Virtual Currency do not have an equivalent value in real currency and do not act as a substitute for real currency. Neither BNEA nor any other person or entity has any obligation to exchange Virtual Items, Virtual Currency, or Purchased Virtual Currency for anything of value, including, but not limited to, real currency. You acknowledge and agree that BNEA may engage in actions that may impact the perceived value of Virtual Items, Virtual Currency, or Purchased Virtual Currency at any time, except as prohibited by applicable law. All Virtual Items, Virtual Currency, and Purchased Virtual Currency will be subject to the same age rating as the Game.
4.4. Except as otherwise prohibited by applicable law, BNEA, in its sole discretion, has the absolute right to manage, modify, suspend, and/or eliminate Virtual Items or Virtual Currency without notice or liability to You.
4.5. You may not transfer, sell, gift, exchange, trade, lease, sublicense, or rent Virtual Items, Virtual Currency, or Purchased Virtual Currency except as may be permitted in the Game and as expressly permitted by BNEA. Except as otherwise prohibited by applicable law, BNEA reserves and retains all rights, title, and interest in and to the Virtual Items, Virtual Currency, and Purchased Virtual Currency.
4.6. The licenses granted hereunder to Virtual Items, Virtual Currency, and Purchased Virtual Currency will terminate upon termination of this EULA and as otherwise provided herein; provided, however, that, in BNEA’s sole discretion, BNEA may make Virtual Items, Virtual Currency, or Purchased Virtual Currency available to You in Your account solely for use in the commercial version of the Game.
5. SECURITY MEASURES/PROTECTIONS. Certain security measures may be required in order for You to make full use of the Game, including, without limitation, the requirement to register the Game with a serial code, the requirement to have continuous access to the Internet, and/or the acceptance of certain security/digital rights management features. Failure to accept and fully-comply with such security measures may partially or completely impair Your use of the Game.
6. PRIVACY. BNEA respects your privacy rights. Any personal information supplied by you to BNEA online or via any BNEA-controlled website will be subject to the privacy policy posted at: https://www.bandainamcoent.com/privacy. Notwithstanding what is stated in the applicable privacy policy, if you use any online services, such as online play or the downloading and uploading of content, BNEA and its affiliates may also collect, use, store, transmit and publicly display statistical data regarding game play (including scores, rankings, ID, play log, play data (level, item), specifications of local machines, trophies, and residence regions), or identify content that is created and shared by you with other players.
7. USER-GENERATED CONTENT. In exchange for access to and use of the Game and to the extent that You create content through access to and use of the Game (“User-Generated Content”), You hereby grant BNEA an exclusive, perpetual, irrevocable, royalty-free, fully transferable, and sub-licensable worldwide right and license to use User-Generated Content in any way and for any purpose in connection with the Game and related goods and services, including the rights to reproduce, copy, adapt, modify, perform, create derivative works from, display, publish, broadcast, transmit, or otherwise use, distribute, exploit, and communicate to the public by any and all means and media whether now known or hereafter devised without any further notice or compensation of any kind to You for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. To the extent permitted by applicable law, You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to BNEA’s and other players’ use and enjoyment of such assets in connection with the Game and related goods and services under applicable law. The license granted to BNEA, and the above waiver of any applicable moral rights, shall survive any termination of this EULA.
8. ONLINE CONDUCT.
8.1. BNEA does not pre-screen content of postings or online chats in the Game and does not assume any responsibility or liability for User-Generated Content. BNEA does not assume any liability for any failure to remove, or any delay in removing, User-Generated Content. Without limiting any of its other rights and remedies under this EULA or applicable law, if BNEA objects to any User-Generated Content for any reason, BNEA, in its sole discretion may (either itself or, if applicable, by request to a third-party service provider): (a) remove the User-Generated Content; (b) give warnings to applicable persons; and/or (c) restrict, suspend, or terminate access to and use of the Game without any notice or liability.
8.2. You agree that You will be personally responsible for Your access to and use of the Game, and for all of Your communication and activity in connection with the Game, including any User-Generated Content.
8.3. In connection with Your communication and activity with the Game, You agree not to:
• Harass, threaten, embarrass, or do anything else to another user of the Game that is unwanted, as determined by BNEA in its sole discretion.
• Transmit or facilitate distribution of content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or objectionable, as determined by BNEA in its sole discretion. Hate speech is not tolerated.
• Violate any terms or policies communicated by BNEA from time to time.
• Promote or encourage any illegal activity, including hacking.
• Disclose Your own or other users’ personal information to third parties.
• Impersonate any person or entity, including any BNEA officials, forum leaders, guides, hosts, employees, or agents, or falsely state or otherwise misrepresent Your affiliation with a person or entity.
• Impede or disrupt the Game or the normal flow of Game play or dialogue or use vulgar language, abusiveness, excessive shouting (e.g., ALL CAPS), “spamming,” or any other disruptive or detrimental methods in an attempt to disturb other users of the Game.
• Cheat or utilize unauthorized exploits in connection with the Game.
• Use or exploit any bugs, errors, or design flaws to obtain unauthorized access to or use of the Game or to gain an unfair advantage over other players of the Game.
• Violate any applicable laws including, but not limited to, by posting, transmitting, promoting, or distributing content that violates any applicable law or regulation.
• Violate any rules for use of third-party technology and content, rules of interactive service providers, and federal, state, local, and foreign laws where applicable. Ignorance of the law is no excuse.
• Do anything that interferes with the ability of other users to enjoy playing the Game in accordance with its rules or that materially increases the expense or difficulty of BNEA or the third-party service provider (if applicable) in maintaining the Game for the enjoyment of all its users.
• Intentionally disconnect from the network during online play or allow Yourself to be defeated by a given player repeatedly to help boost their rankings or win counts in the Game.
9. LIMITATION ON DAMAGES.
9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BNEA, ITS SUPPLIERS, ITS LICENSORS, OR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS THEREOF, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE POSSESSION OF, ACCESS TO, USE OF, OR INABILITY TO USE THE GAME, OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCTS LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR ANY OTHER THEORY. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILTY OF BNEA, ITS SUPPLIERS, ITS LICENSORS, AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS THEREOF, FOR ANY AND ALL DAMAGES UNDER THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO DOWNLOAD A SINGLE COPY OF THE GAME.
9.2. BNEA AND ITS SUPPLIERS AND LICENSORS MAKE NO PROMISE OR WARRANTY THAT THE GAME WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT BNEA AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR (A) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE GAME; (B) ANY INCOMPATIBILITY AMONG THE GAME, OTHER SERVICES, AND HARDWARE; OR (C) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING, OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE GAME IN AN ACCURATE OR TIMELY MANNER. THE GAME AND ALL OTHER SERVICES ARE PROVIDED “AS IS.” EXCEPT AS MIGHT BE DESCRIBED HEREIN, BNEA AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. BNEA does not ensure continuous, error-free, secure, or virus-free operation of any online, multi-player, or downloadable portions of the Game or continued operation or availability of any given server. Some countries/regions do not allow limitations as to how long an implied warranty lasts and/or exclusions or limitations of consequential damages, so the above limitations and/or exclusions of liability may not apply to You.
9.3. BNEA is not liable for any delay or failure to perform resulting from any causes beyond its reasonable control. Further, BNEA cannot and does not promise or ensure that You will be able to access the online, multi-player, or downloadable portions of the Game whenever You want, and there may be extended periods of time when You cannot access such portions of the Game.
10. TERMINATION/SUSPENSION.
10.1. This EULA is effective upon Your agreement to be bound by its terms and remains in effect until terminated by You or BNEA. You may terminate this EULA at any time by deleting and destroying any and all copies of the Game in Your possession, custody, or control.
10.2. Except as otherwise prohibited by applicable law, BNEA may limit, suspend, or terminate the licenses granted hereunder and Your access to and use of the Game, including, but not limited to Virtual Items and any related services and products, at any time and for any reason without notice or liability to You.
10.3. Without limiting any other rights of BNEA, if You fail to comply with the terms and conditions of this EULA, BNEA retains the right, in its sole discretion, to immediately limit, suspend, or terminate Your access to and/or use of the Game.
10.4. Upon termination of this EULA, Your rights to access and use the Game, including any licenses and access to Virtual Items, user data, points, character progress, and any other information of any kind related to the Game, will terminate immediately, and You must cease all use of the Game. In the event the Game is terminated, You must destroy all copies of the Game and all of its component parts.
10.5. The termination of this EULA will not affect BNEA’s rights or Your obligations arising under this EULA. Those terms that by their nature are intended to survive this EULA shall survive this EULA.
11. U.S. GOVERNMENT RESTRICTED RIGHTS. The Game has been developed entirely at private expense and is provided as a “Commercial Computer Game” or “restricted computer Game.” Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Game clauses in DFARS 252.227-7013 or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Game Restricted Rights clauses at FAR 52.227-19, as applicable. The Contractor/Manufacturer is BANDAI NAMCO Entertainment Inc., 5-37-8 Shiba, Minato-ku, Tokyo 108-0014, Japan.
12. INJUNCTION. Because BNEA would be irreparably damaged if the terms of this EULA were not specifically enforced, You agree that BNEA and/or its licensors and suppliers shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this EULA, in addition to such other remedies as BNEA may otherwise have under applicable law.
13. INDEMNITY. You agree to indemnify, defend, and hold harmless BNEA, its licensors, its suppliers, and each of their respective officers, directors, employees, and agents from all damages, losses, and expenses, including reasonable attorneys’ fees, arising, directly or indirectly, from any violation of this EULA by You or from Your acts and omissions to act in using the Game. BNEA reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You.
14. DISPUTE RESOLUTION/BINDING ARBITRATION/CLASS ACTION WAIVER.
14.1. To the extent permitted by law, You and BNEA agree to make reasonable, good faith efforts to informally resolve any dispute or claim between You and BNEA and, before initiating any action or arbitration, the party seeking to raise such dispute or claim shall send to the other party a written notice describing the nature and basis of such dispute or claim and identifying the relief sought. All such written notices to BNEA must be sent via first class mail to: ATTN: Legal & Business Affairs Department, BANDAI NAMCO Entertainment America Inc., 2051 Mission College Boulevard, Santa Clara, California 95054, USA.
14.2. If You and BNEA do not agree to resolve such dispute or claim within thirty (30) days after such written notice is received, the party seeking to raise such dispute or claim may initiate an action or arbitration as permitted by this EULA. Arbitration is a legally-binding process, through which a party may seek legal remedies from or against another party, similar to a legal action brought before a court, but that generally imposes fewer strict procedural formalities, is held before a third party, neutral arbitrator (instead of before a judge or jury), provides for more limited discovery and potentially reduced legal fees for each party, and is subject to very limited review by courts.
14.3. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND BNEA ACKNOWLEDGE AND AGREE: (A) TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN YOU AND BNEA THROUGH BINDING ARBITRATION, PURSUANT TO THE FEDERAL ARBITRATION ACT, INCLUDING WITHOUT LIMITATION ANY DISPUTES OR CLAIMS BASED ON LEGAL THEORIES OF BREACH OF CONTRACT, TORTIOUS INJURY, STATUTORY VIOLATIONS, FRAUD, UNFAIR COMPETITION, RIGHTS OF PRIVACY, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, THAT MAY ARISE OUT OF OR RELATE TO ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND BNEA, ANY TERM OR PROVISION OF THIS EULA, OR YOUR ACCESS TO OR USE OF THE GAME (EACH, A “CLAIM”); (B) TO IRREVOCABLY WAIVE ANY RIGHT TO PURSUE ANY CLAIMS IN COURT OR TO HAVE ANY CLAIMS HEARD OR TRIED BEFORE A JUDGE OR JURY; (C) NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR COLLECTIVE ARBITRATION AGAINST THE OTHER PARTY, EVEN IF OTHERWISE PERMITTED BY THE FEDERAL ARBITRATION ACT; AND (D) NOT TO SEEK TO CONSOLIDATE OR COMBINE ANY ACTION OR ARBITRATION BROUGHT BY OR AGAINST YOU WITH ANY ACTION OR ARBITRATION BROUGHT BY OR AGAINST ANY THIRD PARTY, WITHOUT THE EXPRESS WRITTEN CONSENT OF EACH SUCH THIRD PARTY AND BOTH PARTIES TO THIS EULA.
14.4. Notwithstanding the foregoing, the terms of this EULA will not prevent You from bringing any dispute or claim that may be subject to Subsection 14.3, to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from BNEA on Your behalf, or from bringing any claim before a small claims court, subject to the jurisdictional limitations and requirements of such small claims court.
14.5. The procedure for arbitration of any Claim subject to Subsection 14.3 will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes, both of which are available at http://www.adr.org. Notwithstanding the foregoing, You and BNEA agree that arbitration of any such Claim may be conducted in English, and permit the electronic submission of documents and allow participation by phone or by teleconference, or in person, at a mutually agreed location.
14.6. If You seek $10,000 or less, BNEA agrees to reimburse Your filing fee and Your share of the arbitration costs, including Your share of arbitrator compensation, at the conclusion of the proceeding, unless the arbitrator determines Your claims are frivolous or costs are unreasonable as determined by the arbitrator. BNEA agrees not to seek its attorneys’ fees or costs in arbitration unless the arbitrator determines Your claims are frivolous or costs are unreasonable as determined by the arbitrator. If You seek more than $10,000, the arbitration costs, including arbitrator compensation, will be borne equally by the parties pursuant to the AAA’s Commercial Arbitration Rules and, if applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes.
14.7. YOU AND BNEA AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR COLLECTIVE ARBITRATION, EVEN IF AAA’s PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM. You and BNEA also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this EULA and all other actions or arbitrations.
14.8. If the agreement in this Section not to bring or participate in a class or representative action, private attorney general action, or collective arbitration should be found illegal or unenforceable, you and BNEA agree that it shall not be severable, that this entire Section shall be unenforceable, and any claim or dispute would be resolved in court and not in collective arbitration.
14.9. Notwithstanding this Section, you have the right to litigate any dispute in small claims court, if all the requirements of the small claims court, including any limitations on jurisdiction and the amount at issue in the dispute, are satisfied.
14.10. This Section shall apply to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of some or all of the provisions of this Section, notwithstanding Section 15 (Governing Law), such provisions will not apply to you.
15. GOVERNING LAW. Any dispute not subject to arbitration, or where no election to arbitrate has been made, will be decided by the state or federal court located in Santa Clara County, California, and you and BNEA agree to submit to the personal jurisdiction of that court. Except as otherwise set forth herein, this EULA shall be governed by, and will be construed under, the laws of California and the United States of America, without regard to choice of law or conflict of law principles. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.
16. MISCELLANEOUS. If any provision of this EULA is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will remain in effect and be enforced as if the invalid or unenforceable provision were not contained in the EULA. BNEA’s failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. To the extent permitted by applicable law, you may not assign or transfer this EULA or Your rights, and any attempt to the contrary is void. This EULA sets forth the entire understanding and agreement between BNEA and You with respect to the subject matter.
If You have any questions concerning this EULA, You may contact BANDAI NAMCO Entertainment America Inc.’s customer service at https://www.bandainamcoent.com/support or at BANDAI NAMCO Entertainment America Inc., 2051 Mission College Boulevard, Santa Clara, California 95054, USA.