END USER LICENSE AGREEMENT
Last Updated: June 10, 2021
WELCOME TO VERSUS EVIL:
BEFORE USING THIS VIDEO GAME OR ANY OF ITS ASSETS, MATERIALS, OR CONTENT COMPRISING IT, INCLUDING ANY ONLINE COMPONENTS (together, the “Game”), PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT (this “Agreement”). THIS AGREEMENT GOVERNS YOUR USE OF THE GAME AND ALL RELATED DOCUMENTATION, LIVE EVENTS, UPDATES, AND UPGRADES REPLACING OR SUPPLEMENTING IT UNLESS THESE UPGRADES OR SUPPLEMENTS ARE DISTRIBUTED WITH A SEPARATE LICENSE.
THIS SOFTWARE IS LICENSED AND NOT SOLD.
BY DOWNLOADING, OPENING, INSTALLING, COPYING, OR OTHERWISE USING THIS GAME, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITH THE UNITED STATES LIMITED LIABILITY COMPANY VERSUS EVIL LLC. (“Versus Evil” or “we” or “us”).
This Agreement should not be construed as a sale of any rights in the Game or our Services. Versus Evil and our third-party licensing partners and game developers (our “Partners”) retain all right, title, and interest in and to the Game, including, without limitation, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer code, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, and moral rights.
As part of this Game or our Services, you may privately enjoy the included music and sounds in context as part of the Game only. Your right to replay the Game’s music and sounds are limited to a private and non-commercial setting as part of the Game only. You may not perform or make any Game music or sounds available in a public setting without a separate license, which we may provide at our sole discretion.
Without our prior written permission, you are not allowed to modify or use the music or sounds in the Game or as part of our Services for any purpose other than as set forth in the prior paragraph.
CODE OF CONDUCT.
When using this Game or any of our related chat services, forums, posting services, messaging systems, or any of our other services connected to or associated with this Game (our “Services”) you agree that you will not:
Do anything illegal.
Engage in fraudulent, false, or misleading actions or activities.
Exploit, harm, or threaten to harm others.
Interfere or disrupt the Game or our Services
Send unwanted messages or communications through the Game or any Service or server, including emails, postings, SMS messages, or instant messages.
Publicly display or use this Game or any related Service or server to share inappropriate content or material (involving, for example, nudity, pornography, offensive language, graphic violence, or criminal activity).
Circumvent or hinder or work-around any technical restrictions, limitations, access to, or availability of our Game or related services or servers.
Transmit computer viruses, Trojan horses, cancelbots, spyware, corrupted files, time bombs, robots, spiders, or any other program or technology that damages or may damage or interfere with this Game or our Services, or that access, obtain, and/or copy data from the Game or our Services.
Stalk other users, post terrorist or violent or threatening content, engage in hate speech, advocate or promote violence against others, or post any message for any purpose other than as personal communication.
Make false in-game support claims or improperly use any in-game support software or access provided to you by us in the Game or otherwise.
Make use of any payment method to obtain this Game or any other software or Services provided by us to you for fraudulent purposes.
Infringe the rights of others, including their copyrights and rights of privacy.
When interacting with other players, whether through the Game or any related Services we require that you comply with these Community Guidelines:
Be Respectful. Do not behave in the Game or through our Services in any way that is threatening, intimidating, lewd, demeaning, derogatory, invasive of privacy, or abusive. Versus Evil has a zero-tolerance policy towards bullying, hate speech, sexual harassment, or making demeaning or threatening statements toward any person or group. Depending on the severity and/or frequency of abuse, which we will determine in good faith, we may suspend, modify, or terminate your account or access to the Game or any of our Services in conformance with the United States and European laws, including rights of privacy, data retention and usage, and consumer protection.
Be Positive. Do not use in-game creation tools and methods to create hateful, divisive, obscene, or pornographic material, and do not direct others to that kind of content.
Be Honest. Do not post, display, share, or use artwork, sounds, music, video, animations, trademarks, logos, or any other copyrighted, trademarked, or protected work.
Be fair. Do not cheat, grief, or exploit bugs or design errors in a way that disrupts the game experience for others, and do not attempt to circumvent any protection or safeguard we employ in the Game or our Services.
Be a good virtual citizen. Do not engage in disruptive behavior when using the Game or our Services. Always use appropriate language when communicating and playing with others.
Be private. Do not share your personal information or your account information with anyone and do not attempt to gain access to someone else's personal information. We will never ask you for passwords to your accounts and you should never give them out.
Be Real. Supply only information that is true to the best of your knowledge. Do not pretend to be or give people the impression that you are someone you are not. Do not impersonate others, including celebrities, public figures, other players, streamers, government officials, Versus Evil employees, or anyone else.
Make a copy of the Game available on a network, FTP, torrent, file-sharing service, intranet, or “cloud,” or for use in any way by multiple users.
Install the Game (or permit others to do same) on a network, FTP, torrent, file-sharing service, intranet, or “cloud,” for online use, or on more than one Gaming Platform at the same time.
Share or copy the Game to a computer gaming center, café, or any other location-based or public site for use by anyone other than you.
Interfere with any server or network used to support or provide any Game service, feature, or function.
Reverse engineer, decompile, disassemble, display, perform, prepare derivative works based on, or otherwise modify the Game in whole or in part.
Remove or modify any proprietary notices, marks, or labels contained on or within the Game.
Restrict or inhibit any other user from using and enjoying the Game and or any online features.
Violate any other Versus Evil terms, policies, licenses, or code of conduct.
Transport, export, or re-export (directly or indirectly) into any country forbidden to receive the Game by any U.S. export laws or regulations or U.S. economic sanctions, or otherwise violate any laws or regulations in the country in which you are using or have purchased a Game license.
Violate any applicable law or regulation in connection with your use of the Game or any related Services.
ADDITIONAL TERMS MAY APPLY.
If you purchased this Game through a software store, on-line distributor or reseller, or through a video game platform provider, additional terms may apply to your use of this Game or their services, including your ability to use, copy, return, or transfer this Game or any of its components (for example, Digital Goods) to other systems or users. Please make sure you understand and agree to the terms of any such additional requirements. Please note that while you may be required to comply with the terms of any additional licensing terms, you agree that the terms of this EULA are between you and us only.
Supplemental Terms for SONY PlayStation®
For Purchases in PlayStation™Store in North America: Purchase and use of items are subject to the Network Terms of Service and User Agreement. This online service has been sublicensed to you by Sony Interactive Entertainment America.
For Purchases in PlayStation™Store in Europe: Any content purchased in an in-game store will be purchased from Sony Interactive Entertainment Network Europe Limited ("SIENE") and be subject to
PlayStation™Network Terms of Service and User Agreement which is available on the PlayStation™Store. Please check usage rights for each purchase as these may differ from item to item. Unless otherwise shown, content available in any in-game store has the same age rating as the game.
TERM AND TERMINATION.
The term of this Agreement commences on the date you install or otherwise use this Game or any related service, and it ends on the earlier of the date that you dispose of the Game, or we terminate this Agreement as provided in this Agreement.
If you believe the action that we have taken is inappropriate, you can contact us at email@example.com. Our team will endeavor to resolve your complaint, provided that if we then determine that your account should be permanently suspended or deleted, your access to use that product or service will be revoked. If you are a resident of the European Union, you may appeal our decision to the European Commission for online dispute resolution at http://ec.europa.eu/odr.
This Game may give you the option of playing or interacting with servers and services not owned or controlled by us. You understand and agree that we do not control these services and they may require you to agree to additional terms and conditions, including their acquisition and use of the data and information you provide to them. Such servers or services may also cease to operate, and we have no control over their operations. As such, we are not liable for their use of your data or information, nor are we liable for any such interruption in any such service or feature.
If this Game is provided to you in a trial form, your use may be restricted by a time-limit time or any other terms determined by the Licensor in its sole discretion. If this Game is provided to you in a trial format, you agree not to use it beyond the expiration or termination of the trial period. You also understand and agree that the Game may include technology or codes that may prevent you from exceeding the trial format limits that Licensor sets, and this same technology may remain on your computer or device after deletion of the Game to prevent you from installing another copy of the Game and repeating the trial.
This Game may use an in-game coin or barter instrument that enables you to obtain Digital Goods and other software features and benefits (an “In-Game Currency”). In-Game Currency may be purchased, earned via in-game features, functions, and achievements, or awarded to you by us or an authorized third party. All In-Game Currency that you obtain is licensed for your use in the Game only and does not have any real-world or intrinsic value.
Your right, license, and use of In-Game Currency cannot be sold to another individual or entity. It may not be traded or bartered, except through the properly working functions of the Game and our Services. In-Game Currency is not redeemable, substituted, or redeemable for money or any monetary value or equivalent value in real-world currency. When you purchase the right to use In-Game Currency, you agree that we have no obligation to refund or exchange In-Game Currency into a real-world currency or provide you with any alternative benefit or refund mechanism, except as may be specifically provided by law.
You agree that we may engage in actions that might affect or change the perceived value of your In-Game Currency, whether through Game functions, features, errors, or other means, including through the features and functions of our Services. In any such event, neither we nor our third-party representatives or Partners are obligated to refund, exchange, revalue, or adjust any quantity of Game Currencies or Digital Content you have licensed.
DIGITAL GOODS AND SERVICES.
All Digital Goods and In-Game Currency, if any, are available to you only when you comply with the terms of this Agreement and any virtual item marketplace terms we or our Partners may develop, employ, or use in association therewith (“Marketplaces”). All such transfers are valid only when they are explicitly authorized or administered by us or a third party approved in advance by us.
If this Game or any related Service provides a Marketplace, you understand and agree that we have the right to and may limit the number of digital items you can purchase or maintain and the terms under which any such digital item can be used, sold, or transferred. We or our third-party representatives may restrict your ability to transfer Digital Goods and/or In-Game Currency. They or we may also include other terms and restrictions from time to time which may be modified or changed from time to time as further discussed below.
We may also provide Digital Goods as a part of a promotion or through other means (e.g., completing certain quests or achievements through your participation in the Game or contests or sweepstakes).
NO REAL WORLD VALUE.
Some of the Digital Goods and In-Game Currency you obtain may have expiration dates and will no longer appear to be available to you upon the expiration date. You acknowledge and agree that we may change, modify, delete, remove, or otherwise alter the appearance, function, use, or properties of any Digital Good or In-Game Currency at any time and in our sole discretion.
RESTRICTIONS ON BUYING AND SELLING DIGITAL GOODS.
You agree that you will not buy, sell, trade, or offer to buy, sell, trade, or gift any Digital Goods or In-Game Currency, except that you may have the ability, in our sole discretion, to trade certain Digital Goods for other in-game items according to terms (including transaction terms) when expressly permitted by us. Any other attempt to buy, sell, trade, or gift Digital Goods or In-Game Currency is null and void and may result in the immediate termination of this license and your use of the Game.
WITHOUT LIMITING THE PRECEDING, YOU ARE PROHIBITED FROM OFFERING FOR SALE OR PURCHASING ANY DIGITAL GOODS AND IN-GAME CURRENCY OUTSIDE OF THE SOFTWARE OR OUR SERVICES OR THROUGH ANY MEANS OTHER THAN THOSE PROVIDED BY VERSUS EVIL THROUGH THE MARKETPLACES WE AUTHORIZE IN WRITING, INCLUDING, WITHOUT LIMITATION, THROUGH ANY MEDIUM, EXCHANGE, SYSTEM, SERVICE, OR IN THE “REAL WORLD”.
You understand and agree that Sony requires further restrictions in your use and transfer of Digital Goods, as detailed under the paragraph SUPPLEMENTAL TERMS FOR SONY PLAYSTATION®. Please carefully review Sony’s terms of service before you use Sony’s systems or software.
You are solely responsible for paying any applicable taxes, duties, and levies related to the acquisition or use of, or access to the Game and all Digital Goods and In-Game Currency that may be imposed or required by any government entity, including all interest and penalties. You are responsible for all costs and expenses incurred by you in connection with the use of this Game and its Digital Goods and In-Game Currency. We are not required to, nor will we, reimburse you for any such costs.
CONTENT YOU CREATE.
This Game may allow you to create personal game content, including, without limitation, game maps, screenshots, character designs and accessories, and gameplay videos (“User Content”). When this functionality is made available, you agree that in exchange for your use of the Game and related Services, and to the extent that your User Content gives rise to any copyright interest, you grant to Versus Evil and its Partners an exclusive, fully sublicensable, perpetual, irrevocable, fully transferable, and worldwide right and license to use and modify your User Content in any way and for any purpose in connection with the Game and related goods and services, including the right to broadcast, reproduce, copy, adapt, modify, perform, display, publish, transmit, or otherwise communicate to the public by any means whether now known or unknown, and to distribute your User Content without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. You also agree to waive any moral rights of paternity, publication, reputation, or attribution concerning our and any other players’ use and enjoyment of your User Content in connection with the Game and related goods and services under applicable law. As provided herein, the license you grant to Versus Evil includes your waiver of all moral rights, and this waiver of moral rights survives any termination of this Agreement.
When you provide us or our Partners with any suggestions, ideas, comments, postings, statements, designs, testimonials, endorsements, or any other information through any feature or function of the Game or our Services (“Feedback”), you grant us a royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit Feedback for any purposes, for all current and future methods and forms of exploitation.
NO OWNERSHIP IN ACCOUNTS, DIGITAL GOODS, IN-GAME CURRENCY, OR DOWNLOADABLE CONTENT.
YOU AGREE THAT YOU DO NOT AND WILL NOT OBTAIN ANY OWNERSHIP OR PROPERTY INTEREST IN ANY ACCOUNT, DIGITAL GOODS, IN-GAME CURRENCY, USER CONTENT, OR ANY CONTENT THAT YOU DOWNLOAD AS PART OF THE SOFTWARE EXPERIENCE, INCLUDING, WITHOUT LIMITATION, NEW LEVELS, CHARACTERS, CHARACTER ATTRIBUTES, WEAPONS, OR ANY OTHER DIGITAL GOODS.
You further agree that each and all of the preceding is licensed to you under the terms of this Agreement and during the term of this Agreement only. Versus Evil reserves all rights, title, and interest in all of the preceding.
This Game and our Services are protected by United States and international copyright and trademark law, including all applicable laws and treaties throughout the world. This Game nor our Services may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without our prior written consent. Any person or entity copying, reproducing or distributing all or any portion of the Game or our Services in any manner or medium is willfully violating copyright laws and may be subject to civil and criminal penalties in the United States and their local country. Please note that United States copyright violations are subject to statutory penalties of up to $150,000 per violation. You further understand and agree that this Game and our Services contain certain licensed materials, and Versus Evil’s licensors and Partners may also protect their rights in the event of any violation of this Agreement. Versus Evil and our licensors reserve all rights not expressly granted under this Agreement. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Game or our Services.
This Game may include access measures and technology that control your access to the underlying game and any of its features, including, without limitation, digital rights management software (“DRM”). DRM may prevent the creation or use of unauthorized copies of the Game, including attempts to exceed the rights and licenses granted under this Agreement. The technology and access measures we incorporate may also include license management, software activation, and other security technologies that monitor usage, including without limitation, time and date monitoring, counters, serial numbers, and other security devices designed to prevent unauthorized access, use, and copying of the Game or any portions or components thereof. The Game and any associated DRM may also require an Internet connection to access certain features, to authenticate the Game, or to perform other functions.
Versus Evil may monitor the use of this Game at any time, and you agree not to interfere with this monitoring or with any of the access control measures or technology discussed above, or to attempt to disable or circumvent such security features. In the event you attempt to disrupt or interfere with any of our security or technology measures, the Game may not function properly. Only validly licensed users may access our online services, including Internet-based updates and patches. Except as otherwise prohibited by applicable law, at any time and without notice and for any reason, Versus Evil may limit, suspend, or terminate the license granted to you hereunder, including your access to the Game and any related services and products, including any online products or services.
UPDATES AND FIXES.
From time to time, we may provide patches, updates, or upgrades to this Game or our Services. When we do, you may be required to install or reinstall the respective Game or Service to continue its use. We may also update the Game or our Services remotely without notifying you, and you consent to Versus Evil remotely applying any such patch, update, or upgrade to the Game or Services on your Gaming Platform.
DISRUPTIONS AND LIMITATIONS.
You agree that your use of the Game or our Services does not grant or confer to you any interest, monetary or otherwise, in any aspect or feature of the Game or our Services, including but not limited to Digital Content, In-Game Currency, and any other feature or content that may be included or associated with the Game or our Services.
This Game may contain third-party software that requires notices and additional terms and conditions (including, without limitation, analytics software, merchandising software, server software, and ad serving technologies). Such required third-party software notices and additional terms and conditions are located on Versus Evil website at https://versusevil.com/, and are made a part of and incorporated by reference into this Agreement.
AGE RESTRICTION AND GAME RATINGS.
This Game may include an age restriction. No online content may be accessed by anyone under the age of 13 without a parent or guardian’s prior written approval. This Game may also include a content rating as provided by the Entertainment Software Rating Board (ESRB), the Pan European Game Information (PEGI), The International Age Rating Coalition (IARC), and other voluntary or required ratings systems For more information on the ESRB, please visit https://www.esrb.org/. For more information on PEGI, please visit https://pegi.info/page/pegi-age-ratings. For more information on the IARC, please visit https://www.globalratings.com/.
Please note that online interactions are not rated by the ESRB.
INFORMATION COLLECTION, AD SERVING, AND DATA ANALYTICS.
This Game may employ ad serving technologies and data analytics software. In either event, our collection and usage of such information shall conform with United States and international privacy laws.
THIS SOFTWARE IS PROVIDED “AS IS” AND WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. THIS SOFTWARE IS PROVIDED TO YOU WITH ALL FAULTS, AND VERSUS EVIL, OUR LICENSORS AND PARTNERS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF LACK OF NEGLIGENCE, AND/OR LACK OF WORKMANLIKE EFFORT. IN ADDITION TO THE PRECEDING, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND ITS DOCUMENTATION IS WITH YOU.
EXCLUSION OF ALL DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OR OUR LICENSORS, PARTNERS, SUPPLIERS, OR SUBSIDIARIES BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT VERSUS EVIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. You further agree that your exclusive remedy and our entire liability for breach of this Agreement shall be limited, at our sole and exclusive discretion, to replacement of any defective Game or documentation; or refund of the license fee you paid in accordance with our refund policy. In no event will our total liability to you for all damages (except as required by applicable law) exceed the amount paid by you for the Game.
SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You agree to indemnify, hold harmless, and at our request, to defend Versus Evil, our licensors, Partners, and our suppliers from all costs, damages, and reasonable attorneys' fees resulting from any breach of this Agreement or any allegation or claim that your use of this Game has violated any right of any third-party or violated any law. You also understand and agree that neither Versus Evil nor our licensors, Partners, or suppliers have any obligation to defend, indemnify, nor to hold harmless you in any way related to this Agreement, including the use of the Game by you or any other person.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Game and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Game” and “Commercial Computer Game Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Game and Commercial Computer Game Documentation are being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users under the terms and conditions herein. Versus Evil reserves all unpublished rights under the copyright laws of the United States.
You agree to comply with all export and import laws and restrictions and regulations of the United States or any foreign nation, and you agree not to export, re-export or import the Game or its documentation in violation of any such restrictions, laws, or regulations. You further agree not to transfer the Game or its documentation to a foreign national, or national destination, which is prohibited by such laws. You certify that you are not a person with whom Versus Evil is prohibited from transacting business under applicable law.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
NOTICES AND CONSENT TO ELECTRONIC NOTICE.
If for any purpose you provide Versus Evil with your email address, you agree to receive all notices and communications (“Notices”) from us in electronic form at such email address. Delivery of any Notice from Versus Evil is effective when sent to your email address, regardless of whether you receive or read the Notice. IF YOU HAVE PROVIDED YOUR EMAIL ADDRESS AND DO NOT WISH TO CONSENT TO ELECTRONIC NOTICE, YOU MUST UNINSTALL AND DISCONTINUE ALL USE OF SOFTWARE.
For issues regarding customer support, please contact Versus Evil as follows:
If by mail to:
VERSUS EVIL LLC
4801 W. Lovers Lane
Dallas, TX 75209
If by email to firstname.lastname@example.org.
You agree to send Versus Evil all legal notices, including notices of dispute and notices of infringement, to the following physical address:
ATTENTION: LEGAL DEPARTMENT
VERSUS EVIL LLC
4801 W. Lovers Lane
Dallas, TX 75209
OWNERSHIP AND INDEPENDENT ORIGIN.
All characters, events, and portrayals contained in the Game are purely fictional and any resemblance to real events or real individuals, whether alive or dead, is purely coincidental. We do not claim any rights or interest in or to existing trademarks, trade names, personalities or likenesses that may incidentally resemble an existing product, service, or person. Furthermore, we do not claim any right, obligation, or liability in and to user-generated content or third-party content otherwise made available in the Game. The rights in and to any such third-party content remain with its respective owners.
If you acquired this Game in the United States of America, then this Agreement will be governed by and construed by the substantive laws of California, U.S.A., except as governed by federal law. If you acquired this Game outside of the United States of America, then local law may apply. The sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in San Mateo County, California, United States of America, unless waived by you in writing for the particular instance or if contrary to local law. You and Versus Evil each consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by the State of California or federal law. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
If you and Versus Evil are unable to resolve a dispute through informal negotiations within 30 days after our receipt of a notice of dispute (as sent by you to us at our legal address provided above, or by us to you at your email address or physical address as determined by Versus Evil), you and Versus Evil each agree that any claim or controversy arising out of this Agreement or the Game or any related Services shall be settled by expedited binding arbitration following the rules of the American Arbitration Association.
Arbitration shall take place in San Mateo County, California, USA, and you waive any claim that such forum is inconvenient. Any such claim or controversy shall be arbitrated solely on an individual basis and shall not be consolidated with a claim of any other party. The arbitrator may not change the terms of this Agreement. The arbitrator may award injunctive or other equitable relief to enforce the terms of this Agreement, provided that no injunctive or equitable relief may be awarded that would enjoin or impair our rights or ability to distribute or otherwise market, advertise, promote, or exploit the Game.
In the event it is judicially determined that any claim or controversy arising out of or related to this Agreement or the Game or our Services cannot be settled by expedited binding arbitration as provided above, then you agree that any such claims or controversies shall be brought and maintained in the state courts located within San Mateo County, California, USA, and you waive any claim that such forum is inconvenient. The preceding does not preclude us from seeking any injunctive or other relief for protection of our intellectual property rights or similar rights in any court of competent jurisdiction. Because we would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that we will be entitled, without bond, other security or proof of damages, to appropriate equitable remedies for breaches of this Agreement, in addition to such other remedies as Versus Evil may otherwise have under applicable laws. The prevailing party in any action to enforce this Agreement shall be entitled to recover costs and expenses including, without limitation, reasonable attorney’s fees.
Versus Evil has the right, but not the obligation, to defend or settle, at our option, any action or proceeding arising from a claim that your permitted use of the Game or our Services infringes or misappropriates any patent, copyright, or other ownership of a third-party. All notices of any such claim must be sent to Versus Evil within fourteen (14) days of your first knowledge of any such alleged infringement to our legal address as provided in the Notices and Consent to Electronic Notice section of this Agreement.
We have sole discretion and control over the defense or settlement of any such claim as provided in the preceding paragraph unless a party declines to defend or settle such claim, in which case you are free to pursue such course of action as you reasonably determine. We are not obligated to indemnify or hold you harmless for any actions, proceedings, or claims. In the event of such a claim, or if we believe such a claim is likely, we may procure for you the right to continue using the Game; modify the Game so that it becomes non-infringing; or terminate this Agreement. You agree to comply with any court judgment or other conditions imposed on you or us as a result of an allegation of patent or copyright infringement (whether by court order, agreement or otherwise), whether or not such judgment or conditions contradict the conditions of this Agreement, including without limitation, ceasing use of the Game.