LICENSE AGREEMENT
YOUR USE OF THE SERVICES IS SUBJECT TO THIS LICENSE AGREEMENT (THE "AGREEMENT") AND THE TERMS SET FORTH BELOW. BY USING THE SERVICES, YOU HEREBY ACCEPT THE TERMS OF THIS AGREEMENT WITH [MELCHER MEDIA & Design INC., DOING BUSINESS AS MELCHER STUDIOS.] (“Licensor”, “we”, “us” or “our”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT LAUNCH OR USE THE SERVICE.
YOU CERTIFY THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE OR, IF YOU ARE BETWEEN THE AGES OF 13 AND THE LEGAL AGE OF MAJORITY, THAT YOU ARE USING THE SERVCIES WITH THE SUPERVISION OF YOUR PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THIS AGREEMENT. MAKE SURE TO REVIEW THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN SO THAT YOU BOTH UNDERSTAND ALL OF YOUR RIGHTS AND OBLIGATIONS.
If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf and that such entity agrees to be responsible to us if you or that entity violate this Agreement.
WE RESERVE THE RIGHT TO CHANGE OR MODIFY THIS AGREEMENT ON A GOING FORWARD BASIS AT ANY TIME AND IN OUR SOLE DISCRETION. If we make changes to this Agreement, we will provide notice of such changes as appropriate, such as providing notice through the Services and/or updating the “Last Updated” date at the top of this Agreement. Your continued use of the Services will confirm your acceptance of the revised Agreement. If you do not agree to the revised Agreement, you must stop using the Services. We encourage you to review the Agreement from time to time to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
Eligibility
You must be at least 13 years of age to access and use the Services. There is no exception to this requirement. We do not knowingly collect any personal information from children under the age of 13. By your use of the Services, you agree that you are either 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and that you are fully able and competent to understand and accept this Agreement as a binding contract and to abide by all terms and conditions contained herein.
Services Description
Description: The "Services" consists of the software, website, applications, content, including video and other graphics and other materials and documentation. To use the Services you must download and install on your device a portion of the software. Using the Services will require access to our website and the content contained therein, which will be streamed to your device.
Third Party Software: Certain third party software may be required to access and use the Services. If your device does not have such third party software you must obtain such third party software from the appropriate vendor and agree to the terms of such vendor agreement. This Agreement does not cover the use of such third party software and we do not take any, and disclaim all, responsibility and liability regarding such third party software.
Updates: We may need to automatically update some of the software you obtain through the Services or provide you with new software to keep the Services functioning properly, which could include bug fixes, patches, enhanced features, missing plug-ins and new versions. By using the Services, you agree to such automatic updating.
Modifications to the Services: We reserve the right to change, modify, add, enhance, remove or discontinue access to the Services or particular portions thereof, at any time and without notice. In no event will we be liable for the removal of or disabling of access to any portion or feature of the Services.
Your Use of Services
Content and Software License: Subject to the terms and conditions of this Agreement commencing as of the date that is the earlier of: (i) the date you downloaded the software; (ii) the date of first use of the Services; or (iii) the date you clicked “I agree” to this Agreement; and for the duration of the Term (as defined below), we hereby grant to you a non-exclusive, non-transferable, revocable right, for your personal non-commercial use, to access and use the Services and each component thereof.
Restrictions on Use: Any rights not granted herein are strictly reserved by us. You shall not (i) permit any third person to use the Service; (ii) re-license, sublicense, lease, loan or otherwise provide the Services to any third person; or (iii) publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services. You shall not, and shall not permit others to, decrypt, adapt, modify, reverse engineer, decompile, disassemble or translate any software used by us to deliver the Services, or otherwise attempt to view, display or print such software, including its source code. Any unauthorized use of the Services is strictly prohibited and will terminate the license granted in this Agreement.
Availability: The Services may not be available in all territories and jurisdictions, and we may restrict or prohibit use of all or a portion of the Services in certain territories and jurisdictions.
Network Costs: You may be charged by your network provider for data services or any other third party charges as may arise while using the Services and you accept responsibility for such charges. If you are not the bill payer, we will assume that you have received permission from the bill payer.
Prohibited Activities: You shall not:
(i) use the Services for improper or unlawful purposes;
(ii) include, or knowingly allow others to include, any Objectionable Content or introduce Viruses to the Service;
(iii) intercept or attempt to intercept any messages transmitted to and from the Service that are not intended for you;
(iv) take any action that imposes an unreasonable or disproportionately large load on the Service;
(v) use the Services to develop any derivative works or any functionally compatible or competitive software; or
(vi) remove any copyright or other proprietary rights notice on the Software or the User Documentation or any copies thereof.
For the purposes of the preceding: “Objectionable Content” means content that infringes any applicable laws, regulations or third party rights, including intellectual property rights; and content which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous, misleading or deceptive; and “Virus” means a piece of code usually (but not necessarily) disguised as something else that causes some unexpected and, for the victim, usually undesirable, event and which is designed so that it may automatically spread to other computer users; the term ‘Virus’ will also be deemed to include worms, cancelbots, trojan horses, harmful contaminants (whether self-replicating or not) and nuisance causing or otherwise harmful applets.
Suspension: We reserve the right, in our sole and absolute discretion, to disable your access to or ability to use the Services if we reasonably determine that you are using the Services: for an improper or unlawful purpose; otherwise in contravention of Section 3(e); or that you may have uploaded any Objectionable Content or Virus. We may also suspend your access to or ability to use the Service if we deem necessary to protect the integrity and operation of the Services. We will not incur any liability or responsibility if we choose to remove, disable, or delete such access or ability to use any or all portion(s) of the Services.
Purchases
Account: You may be required to be a registered user in order to purchase some Services. You are responsible for all charges incurred in connection with your account. We may attempt to collect unpaid charges, including by attempting additional charges to your payment instrument, use of collections agencies and any other legal means. If you decide to cancel your account, we reserve the right, subject to any limitations under applicable laws, to collect fees, surcharges, or costs incurred before cancellation. Any delinquent or unpaid accounts must be settled before we will allow you to register again.
Virtual Items: Your purchase of a virtual item or in-game currency within the Services is a payment for a limited, non-assignable license to access and use such content or functionality in the Services. Virtual items (including characters and character names) or in-game currency purchased or available to you in the Services can only be used in connection with the Services where you obtained them or where they were developed by you as a result of game play. These items are not redeemable or subject to refund and cannot be traded outside of the Services for money or other items for value. We may modify or discontinue virtual items or in-game currency at any time.
Pricing and Payment: We may accept various forms of payment, including credit and debit cards, and additional terms with your payment provider may apply. Prices are subject to change without notice. We reserve the right to refuse or cancel orders at any time and in our sole discretion.
Taxes: If your purchase or use of the Services is subject to any type of use or sales tax, duty or other governmental tax or fee (“Taxes”), then we may charge you for those Taxes. Applicable Taxes may be presented at checkout. You are responsible for any Taxes due with respect to your use of the Services.
Content Cancellations; Returns: All purchases of digital content are final except as required by law. Once you purchase Content, we encourage you to download, install and/or access it promptly. If you are located in the EU, you consent that the supply of the digital content may begin immediately following the completion of your purchase and you acknowledge that you therefore will lose any statutory rights you may have to withdraw and receive a refund. If you are unable to download, install or access purchased content, please contact us at support@vertigo-games.com.
Code of Conduct
Compliance: You agree to abide by our code of conduct, as we may amend from time to time during multiplayer or co-op gameplay sessions. In addition, you agree to:
not use derogatory, demeaning, malicious, defamatory, abusive, offensive, hateful or discriminatory language.
not harass, bully, threaten, harm or cause discomfort for other users. For example:
use of hate speech or racial, ethnic, sexist, homophobic or religious slurs;
harassment of a specific person (repeated flaming or personal attacks); or
disclosing any personal or private information of another person, or any confidential information pertaining to a business, without consent.
not promote, plan, glorify or engage in any illegal activity or otherwise make available content that would encourage or provide instructions for an illegal activity. These topics include but are not limited to crimes relating to drugs, drug paraphernalia, rape, solicitation of a minor, computer hacking, counterfeiting and fraud.
not impersonate other persons, including fellow users or we staff or attempt to obtain sensitive information from other users. For example:
falsely claiming an official title or to hold position relating to we;
falsely claiming the representation of another business or websites;
falsely claiming to be a law enforcement officer; or
soliciting passwords or personal information from other users.
not engage another user under false pretenses or otherwise defraud another user.
Remedy: We, at our sole discretion, may issue a warning or expel you from accessing or using the Services for violations of the Code of Conduct or Section 5(a).
User Content
User Content and Communication by You: Our Services may include interactive features and areas where you may interact with other users of the Services and by so interacting may submit, post, upload, publish, send or otherwise transmit content to such other users (collectively, “User Content”). You acknowledge that we do not store, intercept, keep collect, use or distribute any User Content, but are merely facilitating the communication by you with other users for the purposes of using the Services. We do not claim any ownership rights in or to your User Content.
Responsibility: You are solely responsible for the User Content you make available through the Services and you represent and warrant that: (i) you either are the sole and exclusive rights owner of all User Content that you provide, or you have obtained all rights, licenses, permissions, consents and releases that are necessary to submit the User Content to other users of the Services; (ii) the provision of your User Content, and the communication of same to other users of the Service, will not infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; and (iii) your User Content does not violate our community standards. WE STRONGLY ADVISE THAT YOU DO NOT TRANSMIT, SUBMIT OR OTHERWISE PROVIDE THROUGH THE USE OF OUR SERVICES TO OTHER USERS ANY PERSONAL INFORMATION, WHETHER YOUR PERSONAL INFORMATION OR THAT OF OTHER INDIVIDUALS.
Disclaimer: We do not endorse or guarantee the opinions, views, advice, or recommendations posted or sent by users. We have no responsibility or liability for User Content made available through the Services, and we have no obligation to screen, edit or monitor such content.
Ownership and Confidentiality
Ownership: You acknowledge that we and our licensors retain all right, title and interest, including all intellectual property rights, in and to the Services, each component of the Services, including without limitation, the software, website, applications, content, including video and other graphics and other materials and documentation and the Services’ design and any modification, update, upgrade or enhancement made thereto by us. The Services are the property of us or our licensors and are protected by copyright, trademark and other applicable laws. You do not acquire any rights, title or ownership interests of any kind whatsoever, express or implied, in any of the foregoing other than the license granted herein.
Confidentiality: You acknowledge that the software used by us in connection with the Services, including its source code, is our confidential information. You will hold our confidential information in confidence, and shall use the same degree of care by instruction, agreement or otherwise, to maintain the confidentiality of our confidential information that you use to maintain the confidentiality of your own confidential information, but with at least a reasonable degree of care commensurate with the nature and importance of such confidential information. You agree not to make use of our confidential information other than for the exercise of rights or the performance of obligations under this Agreement, and not to release, disclose, communicate it or make it available to any third person.
Disclaimer of Warranty
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. AS BETWEEN YOU AND US, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT (A) THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE ACCURATE OR MEET YOUR REQUIREMENTS; (B) THE OPERATION OF THE SERVICES WILL BE SECURE, UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE, (C) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (D) THAT THE SERVICES WILL BE AVAILABLE AT ALL TIMES. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY US WILL CREATE A WARRANTY.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM YOUR USE OF THE SERVICES, ANY USER-GENERATED CONTENT IN THE SERVICES OR TRANSMITTED TO ANOTHER USER, OR ANY TRANSACTIONS BETWEEN OR AMONG YOU AND OTHER USERS, WHETHER ONLINE OR OFFLINE.
THE FOREGOING DISCLAIMER OF WARRANTIES WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
Indemnification
You agree to defend, indemnify and hold harmless us and our affiliates, independent contractors and service providers, and each of our respective directors, officers, employees and agents (collectively, “Our Parties”) from and against all third-party claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) caused by, arising out of or related to (a) your purchase or use of, or inability to use, the Services; (b) your violation of this Agreement or any other applicable terms, policies, warnings or instructions provided by us or a third party in relation to the Services, (c) your violation of any applicable law or any rights of any third party; or (d) any User Content or feedback you provide.
Limitation of Liability
OUR PARTIES SHALL HAVE NO LIABILITY FOR ANY LOST PROFITS, LOST DATA OR FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES, ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, EVEN IF OUR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OUR PARTIES ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE GREATER OF ONE HUNDRED CANADIAN DOLLARS (CDN$100) OR THE AMOUNT YOU PAID US TO USE OUR SERVICES. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Privacy
You accept and agree to our Privacy Policy as found at https://www.melcher.ca/roodymental/privacy-policy.
No Assignments
You may not assign or otherwise transfer any rights or obligations under this Agreement.
Severability
In the event that any provision (or any portion of a provision) of this Agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision (or portion of a provision) had never been contained herein in regards to that particular jurisdiction.
Non-waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws in force in the Province of Ontario (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). The Parties hereto agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
Term and Termination
In addition to our other rights of termination or suspension contained in this Agreement, we reserve the right to terminate this Agreement and your rights hereunder, including access and use of the Services if you violate or breach any provision of this Agreement or any other terms or policies referenced herein, including our code of conduct.
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