End User License Agreement
For US and non-EU Resident
Updated 28 February 2021


1. This End User License Agreement (the "Agreement") is a legal and binding agreement between you as an individual residing in the United States or other non-EU country/location ("you," "your," or "licensee's") and Bouncyrock AS, a Norwegian corporation ("Owner" or "we"). It must accepted by you prior to your download, access, and/or use of “TaleSpire,” a "virtual tabletop" for people to play pen & paper roleplaying games online, as well as any documentation and updates to TaleSpire provided by Owner (collectively, the "TaleSpire Software"). As between you and Owner, the TaleSpire Software is and remains the sole and exclusive property of Owner.

2. This Agreement is intended to supplement, not replace, the Steam Subscriber Agreement (the "Steam Agreement") to which you agreed when you set up your Steam Account. You can review the terms of the Steam Agreement at:

https://steamproxy.net/steamstore/subscriber_agreement/

3. WHEN YOU DOWNLOAD, INSTALL, ACCESS, OR OTHERWISE USE OR MAKE USE OF ANY PART OF THE TALESPIRE SOFTWARE, IN ADDITION TO THE STEAM AGREEMENT YOU ARE CONSENTING TO BE BOUND BY, AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, AS AMENDED: (i) YOU ARE NOT AUTHORIZED TO DOWNLOAD THE TALESPIRE SOFTWARE, AND, IF YOU HAVE ALREADY DOWNLOADED THE TALESPIRE SOFTWARE, TO ACCESS, USE, CONTINUE TO USE, OR OTHERWISE OPERATE ANY PART OF THE TALESPIRE SOFTWARE; AND (ii) ANY LICENSE GRANTED TO YOU IN CONNECTION WITH TALESPIRE SOFTWARE IS TERMINATED.

WRITTEN APPROVAL OR CONSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. IF THESE TERMS ARE CONSIDERED AN OFFER TO YOU, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS, WHICH TERMS ARE NOT SUBJECT TO CHANGE OR NEGOTIATION WITHOUT THE EXPRESS WRITTEN CONSENT IN EACH INSTANCE OF THE PRESIDENT OF OWNER.

4. IT IS A MATERIAL CONDITION OF THIS AGREEMENT AND OWNER GRANTING THE RIGHTS SET FORTH HEREIN THAT YOU UNCONDITIONALLY REPRESENT TO OWNER THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND WILL FULLY COMPLY WITH ITS TERMS.

5. GENERAL LICENSE.

The TaleSpire Software is licensed solely for your personal, non-commercial, home use for entertainment purposes only. You are not permitted to sell, sublicense, share, or otherwise transfer rights to the TaleSpire Software to any third party. You may not, for example, and not in limitation, alter, edit, decompile, reverse engineer, or disassemble the TaleSpire Software, except as permitted by law. The TaleSpire Software, including, without limitation, all code, data structures, images, sounds, text, screens, interfaces, derivative works and all other elements of the TaleSpire Software may not be copied, shared, resold, rented, leased, uploaded to any computer system and/or network, distributed (electronically or otherwise), or otherwise used except as expressly authorized hereunder. Owner retains all right, title and interest in and to the TaleSpire Software including all intellectual property rights embodied therein and derivatives thereof. As between you and Owner, the TaleSpire Software is and remains the exclusive property of Owner, and is licensed, not sold, to you for use only as provided in the Steam Agreement together with this Agreement. All rights not expressly granted are reserved exclusively by Owner.

6. USER GENERATED CONTENT - YOUR CREATIVE EXPRESSIONS

You are welcome to use the Talespire Software as a canvas for your own creative expression (your "Works"), subject to the following.

You are solely responsible for all Works that you upload, publish or publicly display (whether on the Internet or otherwise), or transmit to or share with anyone. You may not submit your Works to Owner, either through Owner's established channels or otherwise, if you do not have the full rights to submit them. You understand and agree that your Works may be subject to edit, modification, reuse, and/or alteration by Owner or by any third party who may have access to your Works, and Owner will incur no liability to you as a result of such actions. Owner may remove your Works from any public exhibition at any time, with no notice, and with no liability, to you. You represent that you own or have the necessary licenses, rights, releases, consents, and permissions to permit the Company to copy, store, publish, display, and distribute your Works, without further permission from, or any compensation becoming payable to, you.

You understand and agree that Owner has no liability to you or any other person for loss, damage, destruction, or alteration to your Works. You are solely responsible at your sole cost and expense for creating and retaining copies of all your Works.

By submitting, publishing, and/or disclosing ideas, suggestions, documents, proposals, code modifications, hacks, patches, and/or code injections (“Submissions”) to Owner or its employees, you acknowledge and agree that Owner shall be entitled to use or disclose such Submissions for any purpose in any way without providing compensation or credit to you. There is no obligation of confidentiality or any expectation or understanding of a commercial relationship being established as a result of your Submissions.

7. LOGIN

You may establish a unique login, using the means made available by the Owner that may be required for access and use of the TaleSpire Software. The login is personal to you and can not be shared. You are responsible for your login and use of the TaleSpire Software in accordance with this Agreement, whether such use is by you or by anyone using your login. Owner may cancel or restrict your login for any reason and will have no liability to you or to any third party for doing so.

8. LICENSE FEE

The license granted hereunder is given in consideration of the purchase price paid by you for the TaleSpire Software through an on-line software store or vendor. You and we agree that this represents good and valuable consideration fully sufficient to support this Agreement and all terms set forth herein.

9. TERM AND TERMINATION

The license granted in this Agreement is effective until terminated. You may terminate the license at any time by notifying Owner in writing by email at: support@bouncyrock.com and by removing all elements of the TaleSpire Software that reside in any form on your computer system(s). Owner may terminate the license granted herein immediately and without notice if you fail to comply with any term or condition of this Agreement. For example and not in limitation, the license granted herein will terminate automatically upon any breach of Section 4. Upon termination of the license for any reason, you shall immediately stop using the TaleSpire Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the TaleSpire Software. Section 6 and Sections 10-16 shall survive termination of this Agreement.

10. DISCLAIMER OF WARRANTY

THE TALESPIRE SOFTWARE IS PROVIDED "AS IS" AND "WHERE IS" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OWNER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF CONTINUOUS PERFORMANCE, NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMER OF ALL WARRANTIES CONSTITUTES AN ESSENTIAL AND MATERIAL PART OF THIS AGREEMENT.

NEITHER OWNER NOR ANY OF OWNER'S LICENSORS OR DISTRIBUTORS SHALL BE RESPONSIBLE FOR THE CONDUCT OF ANY USERS OR COMPUTERS THAT CONNECT, EXCHANGE DATA, OR OTHERWISE INTERACT WITH YOU OR YOUR COMPUTER AS A RESULT OF YOUR USE OF THE TALESPIRE SOFTWARE.

NEITHER OWNER, ITS MEMBER(S) AND/OR STOCKHOLDERS, MANAGER(S), OFFICERS, DIRECTORS, AGENTS, AND/OR EMPLOYEES ARE OR WILL BE RESPONSIBLE FOR: (i) UNAUTHORIZED CODE MODIFICATIONS, HACKS, PATCHES, CODE INJECTIONS; AND/OR; (ii) USER GENERATED CONTENT SUCH BUT NOT LIMITED TO VIDEOS, "LIVE" PRESENTATIONS, AND/OR LOCALIZATIONS OF TALESPIRE SOFTWARE. NONE OF THE FOREGOING ARE PRODUCED BY, REVIEWED, AUTHORIZED, ASSOCIATED WITH, OR OTHERWISE OVERSEEN BY OWNER. YOUR USE OF ANY MODIFIED OR USER GENERATED LOCALIZED VERSION OF THE TALESPIRE SOFTWARE, OR OTHER USER GENERATED CONTENT, IS AT YOUR SOLE RISK. OWNER IS NOT RESPONSIBLE FOR THE CESSATION OF ANY PART OF THE TALESPIRE SOFTWARE DUE TO MODIFICATIONS NOT DEVELOPED AND RELEASED BY OWNER.

THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE TALESPIRE SOFTWARE RESTS WITH YOU.

IN NO EVENT WILL OWNER, ITS MEMBER(S) AND/OR STOCKHOLDERS, MANAGER(S), OFFICERS, DIRECTORS, AGENTS, AND/OR EMPLOYEES, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, OPPORTUNITIES, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, THE LICENSE GRANTED HEREUNDER, THE TALESPIRE SOFTWARE, AND/OR THE USE OF OR INABILITY TO USE THE TALESPIRE SOFTWARE, EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. INDEMNITY

You agree that Owner shall have no liability whatsoever for any use you make of the TaleSpire Software. You shall indemnify and hold harmless Owner from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from acts or omissions in connection with your use of the TaleSpire Software as well as claims that would not arise but for your failure to fully comply with any term of this Agreement.

12. LIMITATION OF LIABILITY.

Unless such a limitation is not permitted under applicable law, under no circumstances and under no legal theory will Owner’s liability hereunder exceed the price paid by you for the TaleSpire Software.

13. ASSIGNMENT; NO THIRD PARTY BENEFICIARIES

This Agreement is personal to you. You have no right to assign or otherwise transfer this Agreement and any action or conduct in violation of the foregoing shall be void and without effect. Owner expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. The parties further intend that this Agreement is solely for the exclusive benefit of the parties and there are no third party beneficiaries hereunder.

14. ACKNOWLEDGMENTS

You hereby acknowledge and agree that:

1. Owner may, with or without notice to you, disclose your Internet Protocol (IP) address(es), personal information, chat logs, and other information about you and your use of the TaleSpire Software: (a) in response to a request by law enforcement, a court order or other legal process; (b) if Owner believes that doing so may protect Owner, your safety, or the safety of others; or (c) in any other instance where doing so is not in violation of any law or regulation.

2. It is very important that the Talespire Software provide a welcoming positive environment for everyone where users can feel free to participate and to express themselves without fear of harassment or trolling. To that end, Owner may appoint monitors, record system use, and/or provide for system triggers within the Talespire Software that alert Owner of disruptive behavior, and Owner may take corrective action to maintain the community. YOU HEREBY CONSENT TO SUCH MONITORING AND RECORDING.

3. You are wholly responsible for the cost of all telephone and Internet access charges along with all necessary equipment, servicing, repair or correction incurred in maintaining connectivity to the Talespire Software servers.

15. RESOLUTION OF ANY DISPUTE

If a dispute arises between you and Owner, Owner wants to provide you with an efficient, neutral and cost-effective means of resolving the dispute. Most concerns can be resolved quickly and to the licensee's satisfaction by sending an email to: disputes@bouncyrock.com; or write to us:

TaleSpire Licensee Relations
Attention: Community Manager
Bouncyrock AS
Klostergaten 3F
3126 Tønsberg
Norway

If, however, there is an issue that needs to be resolved, this Agreement describes how both of us will proceed:

Binding Arbitration

YOU AND OWNER AGREE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THAT THE EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE TALESPIRE SOFTWARE IS BINDING ARBITRATION TO BE CONDUCTED IN THE ENGLISH LANGUAGE. INSTEAD OF SUING IN COURT, YOU AND OWNER EACH AGREE TO ARBITRATE DISPUTES ON A BILATERAL (INDIVIDUAL) BASIS IN OSLO, NORWAY IN A FORUM TO BE DESIGNATED BY OWNER UNDER GENERALLY RECOGNIZED ARBITRATION RULES AND PROCEDURES AS APPLIED IN NORWAY WITHOUT CLASS RELIEF. THE ONLY EXCEPTIONS TO THE EXCLUSIVE ARBITRATION REQUIREMENTS SET FORTH HEREIN ARE DISPUTES PERTAINING TO OWNER’S INTELLECTUAL PROPERTY RIGHTS; STATUTORY CLAIMS THAT PURSUANT TO LAW ARE NOT ARBITRABLE; INDEMNIFICATION; CONTRIBUTION; INTERPLEADER; OR PETITIONS FOR INJUNCTIVE RELIEF ARISING OUT OF A CLAIM. These terms to arbitrate are intended to be broadly interpreted. This includes claims based in contract, tort, statute, fraud, misrepresentation or any other legal theory (“Claims”). The arbitrator’s decision and award is final and binding, and judgment on the award may be entered in any court with jurisdiction.


Jury Trial Waiver
YOU AND OWNER EACH VOLUNTARILY WAIVE THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY DISPUTE ARISING OUT OF THESE TERMS OR THE TALESPIRE SOFTWARE.


Class Action Waiver
All arbitrations under these Terms shall be conducted by a single arbitrator who shall have no authority to award class-wide relief. You acknowledge and agree that these Terms specifically prohibit you from commencing any legal proceedings as a representative of others or joining in any arbitration proceedings brought by any other person, acting as a private attorney general, or joining or consolidating Claims with other Claims or proceedings brought by any other person ("Class Action Waiver").

Arbitration Procedures
If you intend to seek arbitration, you must first send a written Notice of Dispute describing the nature and basis of the Claim and setting forth the specific relief sought. All notices to Owner shall be sent to the following address: TaleSpire Claims Administrator, Bouncyrock AS, Klostergaten 3F, 3126 Tønsberg NORWAY. Upon receipt of such notice, we will have a sixty (60) day period in which to satisfy the Claim by fully curing the Claim and/or providing all the relief requested in the notice, and/or entering into a settlement to resolve the Claim to your satisfaction. After the expiration of such sixty-day cure period, you may commence an arbitration proceeding in accordance with the process described above. Each party shall pay the fees and costs of its own counsel, experts and witnesses. To the extent this dispute resolution section conflicts with the arbitration tribunal's standards for procedural fairness, the tribunal's rules and/or minimum standards for arbitration procedures in that regard will control. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or for the arbitrator’s award; and any such suit may be brought in any court that has jurisdiction; provided for such purposes, Owner's only place of business will be deemed to be Tønsberg NORWAY. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, or enforceability of these Terms including any Claim that all or any part of these Terms is void or voidable. However, the preceding sentence shall not apply to the clause entitled "Class Action Waiver".

16. GENERAL

This Agreement represents the complete agreement concerning the subject matter between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by You and the president of Owner. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Owner to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit Owner’s rights with respect to such breach or any subsequent breaches. This Agreement shall be governed by and construed under Norwegian law (without regard to its conflicts of laws provisions) as such law applies to agreements between residents of Norway entered into and to be performed within Norway.

Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement.

Questions concerning this Agreement should be sent to the address set forth below.

Bouncyrock AS
Attention: TaleSpire EULA Questions
Klostergaten 3F
3126 Tønsberg
NORWAY

Or by email to: eula@bouncyrock.com

Any notices or correspondences sent by mail will only be effective if sent by express courier (Federal Express, DHL, or equivalent, prepaid), to the above street address.


17. COPYRIGHT AND TRADEMARK INFORMATION

TaleSpire © Bouncyrock AS. All rights reserved.
TaleSpire and Bouncyrock are trademarks of Bouncyrock AS. All Rights Reserved.