SUNSPEAR GAMES TERMS OF USE

 

Last revised: March 7, 2023

 

PLEASE READ THESE TERMS OF USE CAREFULLY

 

Section 1.  Terms of Use

These Terms of Use (the “Terms”) sets forth the agreement between Sunspear Games Inc. and any one of its parent, subsidiary or affiliated companies (collectively “We” or “Us” or “Our”) and each user / player (“You” or “User“).  These Terms govern Your use of Our games, downloadable content, season/battle/saga passes, subscription services and the like, game software (contained on disc, downloaded, or streamed), other software products, and online and mobile services including their online functions and other features, any updates/upgrades thereto, any related websites, SUNSPEAR GAMES platforms and the servers, software and framework through which all the foregoing are provided to You (collectively, Our “Services”).  Please note that SUNSPEAR GAMES’s Privacy Policy is an integral part of these Terms and is integrated into them by reference. In addition, when using a particular Service, You shall be subject to any posted guidelines or policies and/or other terms, including without limitation the terms of sale (“Terms of Sale”), the End User License Agreement (“EULA”) and other “game rules” applicable to such Service.  All such guidelines or policies are incorporated by reference into these Terms and consequently any disputes related to such will be subject to the limitations on liability, dispute resolution, and arbitration provisions contained in these Terms.  As a User, use of any and all of Our Services indicates Your acceptance of these Terms and Your agreement to comply with them fully. If You do not agree with these Terms, please cease use of Our Services.

We reserve the right to change, modify, add, or delete clauses in these Terms at any time, in accordance with the procedures described below in Section 12.  The “Last Updated” date at the top of these Terms will indicate when the latest modifications were made.  By continuing to access and use Our Services after these Terms have been modified, You are agreeing to such modifications. Please add this page to Your bookmarks and consult this site regularly to find out about any updates to the Terms.

Our Services are for Your individual, non-commercial, entertainment purposes only.  Except as may be expressly permitted by the Terms, You may not sell or exchange anything You copy or derive from Our Services.  As long as You comply with these Terms, We grant You a personal, non-exclusive, non-transferable, limited right to use Our Services strictly as detailed herein. 

Section 2.  Sunspear Games Account

2.1 Creation of Your Account.  You will need to create a SUNSPEAR GAMES account (“Account”) to access and use certain Services. You can create an Account at (insert link) supplying a valid e-mail address, truthful and accurate information, and all the necessary criteria. Except if specifically allowed within a particular Service, You acknowledge that You may not create multiple Accounts.

2.2 Creation of Your Username and or Avatar.  Certain Services may require the creation of a “Username” or an “Avatar”. You agree that Your Username and/or Avatar are linked to Your Account and will be publicly displayed.  We therefore advise You not to include Your last name in Your Username. Further, You may not use a Username and/or an Avatar which is already used by someone else or which does not meet the requirements of these Terms (including without limitation any “Code of Conduct” requirements). We reserve the right to refuse registration of, or cancel, a Username and/or Avatar in Our sole discretion.

2.3 Account Safety. You are solely responsible for and will be deemed to have carried out any activity, including any purchases, made by Your Account. 

You are also solely responsible for maintaining the confidentiality and security of Your Account and any User identification, passwords, authentication codes or other security devices or procedures (collectively “Password”). To ensure Your Account safety, We strongly recommend that You:

• Never share Your Account details with anyone.
• Activate the Multi-factor Verification and any other safety options We may provide.
• Choose a strong alphanumeric password, i.e. containing lowercase, uppercase letters, numerals, special characters (@, #, etc.). We reserve the right to refuse any password at Our discretion.
• Choose a password that is different from any other password You use to access third-party services; and change it on a regular basis.

We reserve the right to require you to change Your Password at any time.

2.4 Equipment. Please note when creating Your Account that use of Our Services does not include supply by Us of a computer or any other hardware, equipment, or service necessary for their use. To use Our Services, You must have Your own means of telecommunication and or Internet access.

Section 3.  Code of Conduct

This Section details the “Code of Conduct” You must follow to help keep a friendly, safe, and fair gaming environment (and the disciplinary actions We may take in the event of a violation of such). Please note that each game may have its own Code of Conduct as well which should be read in conjunction with these Terms. 

3.1 Code of Conduct.  We want to offer You and other users a welcoming, safe and respectful gaming environment, both during gameplay and at any time in Our Services. For You and other users to feel part of such a friendly, safe and fair community, You agree that you will not violate the Code of Conduct:

• Abuse, harass or bully other users or SUNSPEAR GAMES representatives via verbal or written communications. This includes but is not limited to trolling, flaming, spamming, or using language or content We deem illegal, dangerous, threatening, abusive, offensive, obscene, vulgar, defamatory or hateful
• Buy, sell, trade or transfer Your Account to anyone
• Bypass regional restrictions with the help of a proxy, VPN and other tools 
• Engage in any activity, such as cheating, hacking, botting, boosting, or tampering that gives the Account owner (and/or his/her teammate(s)) an unfair advantage or causes detriment to other players’ experience
• Take any inappropriate actions toward a Minor. This includes, but is not limited to, comments, private messages or chat containing or relating to inappropriate behavior, including physical abuse, sexual abuse, and/or pornography
• Execute DDoS (Distributed Denial-of-Service) attacks utilizing multiple compromised computer systems to disrupt normal traffic of a SUNSPEAR GAMES server, service or network 
• Exploit of any new or known glitches/bugs which provide an unfair advantage over other players
• Provide false Registration Information, creating an account with false information (email address, date of birth, etc).
• Commit fraud, reversal of credit card charges or “chargeback” resulting in debt. A chargeback can include credit card theft, identity theft, or non-approved use by family or friends
• Inappropriately use the help services or reporting functions
• Encourage other users to commit inappropriate or illegal acts in-game or the real world
• Impersonate any other player or SUNSPEAR GAMES representative or reveal any personal information of another player or SUNSPEAR GAMES representative
• Record any other player or SUNSPEAR GAMES representative without his or her consent
• Create an inappropriate Username or Avatar. This includes but is not limited to the use of names containing profanity, sexual references or hate speech language. You may also not use a name containing “Sunspear Games” or anything related to political figures
• Violate any rules propagated by us with respect to Virtual Currency or Points systems (as defined below)
• Engage in any conduct which interrupts the general flow of gameplay in the game components, forum, or any other SUNSPEAR GAMES medium
• Refuse to obey the instructions of any SUNSPEAR GAMES representatives as related to these Terms.

In the event of a violation of the Code of Conduct, disciplinary action may be taken. Actual disciplinary action is dependent upon the severity and/or number of instances of the offenses and shall be decided solely at Our discretion, on a case-by-case basis.  We may issue a warning, suspend, or close Your Account temporarily or permanently, enact a hardware ID ban, reset Your in game-progress to a previous state and/or suspend or close Your ability to use one or more Services, or part of Our Services, at any time based on prohibited conduct. Please note that the above list gives examples of forbidden conduct that may lead to investigation by Our staff and/or disciplinary actions that may be taken.

3.2 Monitoring of Services by SUNSPEAR GAMES.  We are not responsible for and do not endorse the opinions, advice and/or recommendations displayed or sent by users on Our Services, including on any public forum or chat system and are not responsible for any third-party actions of any kind in this regard.

Subject to applicable law, We do not undertake to monitor or remove the content, messages and other information made available on Our Services by users. We nevertheless reserve the right, without this constituting an obligation, to review such content, including without limitation the ability to contact You to confirm that You are the owner of the elements (text, words, images, sounds, videos, etc.) posted, and/or to remove any such content at Our discretion, including without limitation, refusing any Username, Avatar, screen name and/or password.  We further reserve the right to define additional Codes of Conduct and to place limits on the use of Our Services.

Section 4.  Minimum Age Requirements

You must be at least 15 years of age (or such other minimum age as is applicable in Your country of residence) to create an Account. If You are between 15 and 18 (or the age of majority where You live), You and Your parent or legal guardian must review this Agreement together.  Parents and guardians are responsible for the acts of children under 18 years of age when using Our Services.  We recommend that parents and guardians familiarize themselves with parental controls on devices they provide their child.

We may allow minors under the age of 18 to register for Services with parental approval. The parent/legal guardian may be asked to provide additional documentation or perform additional actions as part of the approval process as consistent with applicable law   We reserve the right to refuse access to the Service pending confirmation and activation by the parent or guardian.  In addition, We reserve the right to ask for written proof of parental consent for any User or potential User of Our Services We suspect is a minor.

AS FAR AS IT IS PERMITTED BY APPLICABLE LAW, WE DECLINE ANY RESPONSIBILITY REGARDING ANY ACTIVITIES WHICH MAY BE CONDUCTED BY MINORS WITHOUT THE PERMISSION OF THEIR PARENTS OR LEGAL GUARDIANS. IF YOU ARE A PARENT OR LEGAL GUARDIAN AND YOU GIVE YOUR PERMISSION FOR YOUR CHILD TO RESISTER FOR ANY OF OUR SERVICES, YOU THEREBY AGREE TO THE TERMS RELATING TO USE OF SUCH SERVICES BY YOUR CHILD.

Pursuant to 47 U.S.C. Section 230 (d) as amended, We hereby notify You that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors.

Section 5. Transactions, Virtual Content, Virtual Currency, Points, and the like

5.1 Within certain Services, We may offer You the possibility of obtaining in-game virtual currency or additional content which, once added to Your Account, can be used to enhance Your experience within the game or within the application (“Virtual Content”). Additionally, We may offer a system enabling You to obtain points for Your use or certain Services (the “Points System”). You may exchange these points for additional content which We offer under the Points System. We reserve the right to modify or eliminate any or all of the Virtual Content or Points Systems at any time solely at Our discretion, subject only to these Terms and applicable law.

Notwithstanding any provision to the contrary contained in these Terms, Virtual Content, Virtual Currency, any points within a Points System, or any other terminology used to describe such, have no monetary or “real world” value and may in no event be exchanged or redeemed for “real” currency or in kind.  You acknowledge that We are not required to provide a refund or other compensation for used or unused Virtual Content or points when an Account is closed, whether such closure was voluntary or involuntary.

You may not sell or transfer Virtual Content or any points by any means, nor buy such for any purposes other than for their use in the Service(s) unless expressly authorized under the terms of Sunspear Games Terms of Use.

5.2 We may allow You to purchase products via Our online store accessible at (insert link). We may limit Your ability to purchase products based on multiple criteria including, but not limited to, Your age, territory, limited quantities of products available, etc. We may also offer periodical promotions for which separate terms may apply.

We may make available to You on Your Account an electronic wallet (the “Wallet”). Such Wallet is not a bank account nor a payment instrument, and funds You may place on it (i) do not constitute a personal property right, (ii) can only be used to purchase Services from us, have no value outside of Our Services, (iii) are not exchangeable for cash, and (iv) are, unless required by law, non-refundable and non-transferable.  We may limit the maximum amount of funds (i) You may have on Your Wallet; (ii) You may add per day/month on such Wallet; and/or (iii) You may spend using Your Wallet. We may update such limits from time to time, at Our discretion.

Specific terms apply to the SUNSPEAR GAMES Store and Wallet which are incorporated in these Terms and available on such Service.

5.3  We may highlight certain third party products and/or services by inserting promotional links, advertising banners, or any other advertising and promotional elements, and We may also carry out cross-marketing operations with any third party of Our choice. Links on Our Services to third-party websites and applications are provided only as a convenience to You.  If You use these links, You will leave Our Services. Your dealings with third parties through links to such third-party websites or applications are solely between You and such third parties.  We do not control or endorse any third-party websites or services. You agree that Your use these links at Your own risk, and that We will not be responsible or liable for any content, goods, or services: (i) provided on or through these third-party websites or applications or (ii) for Your use or inability to use such websites or applications, nor (iii) for any products or services or promotions Your purchase or enrollment via those websites or applications, even for claims of quality or performance contained in or on Our Services, You are hereby advised that other websites and applications, including third-party websites and applications linked from Our Services, might contain material or information that some people may find offensive or inappropriate, or that is inaccurate, untrue, misleading or deceptive, defamatory, libelous, infringing of others’ rights or otherwise unlawful.

5.4. CERTAIN SUNSPEAR GAMES SERVICES MAY BE PROTECTED BY TECHNICAL PROTECTION MEASURES AND DIGITAL RIGHTS MANAGEMENT, INCLUDING, WITHOUT LIMITATION, PHYSICAL PROTECTION, WATERMARKING, DIGITAL KEYS ACTIVATION AND DIRECT ENTITLEMENT. A HIGH-SPEED INTERNET CONNECTION IS NECESSARY TO ACCESS THE ONLINE FUNCTIONS AND TO PLAY ONLINE AND UNLOCK CERTAIN CONTENT. SUCH CONTENT MAY BE UNLOCKED ONCE ONLY WITH A UNIQUE KEY. A PERMANENT HIGH-SPEED INTERNET CONNECTION MAY BE NECESSARY TO ACCESS OR USE SERVICE(S) INCORPORATING DIGITAL RIGHTS MANAGEMENT TECHNOLOGY.

Section 6. Modifications and Uploads

In certain Services, You may create, upload, edit, modify, adapt, publish and/or submit names, images, designs, skins, photos, videos, maps, music compositions/sheets, streams, activities and other materials (collectively, “User Generated Content” or “UGC”).  You warrant that Your UGC will comply with these Terms at all times, during and after its creation, and with any additional terms that may be applicable. This Section will continue to apply after any termination of Your Account and/or termination or suspension of a Service.

6.1  Summary of Derived UGC: We are the sole owner of all Intellectual Property Rights relating to Derived UGC.  You hereby irrevocably assign to SUNSPEAR GAMES, with full title guarantee, free of charge, all Intellectual Property Rights and rights of use You may have over Derived UGC, on a worldwide basis and for the period of protection of each right. We may file or register any application for Intellectual Property Rights relating to Derived UGC in Our name, in all countries in the world.  In this respect, You must: (i) sign and supply any document, deed of transfer, requested by us for all registration purposes, and (ii) provide all necessary assistance to us, at Our expense, in any related action or procedure.  In the event that a court of competent jurisdiction determines  that some or all of Your rights in Derived UGC cannot be validly transferred to Us, You hereby grant to Us: (i) a perpetual, royalty-free, exclusive, irrevocable, transferable, worldwide license to use, copy, host, reproduce, represent, modify, display, distribute, publicly perform, publicly display and, in general, otherwise exploit, online and offline, Derived UGC for any purpose, without You necessarily being mentioned as the source of such Derived UGC; and (ii) other users a perpetual, royalty-free, non-exclusive, irrevocable, worldwide license to access, display, copy, adapt and modify Derived UGC and create derivative works within Our Services.

Your use of Derived UGC. You cannot use the Derived UGC other than strictly pursuant to these Terms. We hereby grant You a non-exclusive and non-transferable personal license, revocable at any time, to use Derived UGC You have produced for the duration of Your use of Our Services, solely in order to: record it on Your console, computer, mobile terminal or any medium You use to access Our Services, load it on Our Services, and, share it with other users on Our Services.

6.2  UGC featuring Your image. If Your UGC reproduces Your image, You acknowledge that We have a right to use Your image as part of Our Services throughout the world in perpetuity. If Your UGC features the image of any person other than Yourself, You warrant that You have received the permission of such person for the use of his/her image and You indemnify SUNSPEAR GAMES for any losses which We may incur in the event of a complaint, action or claim by such other person concerning the use by us of his/her image, derived from Your UGC.

6.3  UGC You create independently from pre-existing SUNSPEAR GAMES content (“Independent UGC”). You hereby grant SUNSPEAR GAMES and Our licensees, distributors, partners, agents, representatives a perpetual, royalty-free, non-exclusive, irrevocable, transferable (in whole or part) worldwide license to use, copy, host, reproduce, represent, modify, display, distribute, publicly perform, publicly display and, in general, otherwise exploit, online and offline, Independent UGC (including all Intellectual Property Rights therein) in whole or in part, for any purpose.

6.4  In all cases for Derived UGC,  Independent UGC and UGC featuring Your image (all collectively “UGC”):

(i) Unless otherwise specifically authorized by SUNSPEAR GAMES, the ability to create UGC as part of the Service We offer and does not entitle You to any payment or any other kind of monetization/benefits (e.g. SUNSPEAR GAMES Virtual Currency, in-game items, etc.), including when the UGC is made available to other users;

(ii) You warrant to Us that UGC (a) does not infringe the Intellectual Property Rights or other rights of any third party, (iii) does not constitute an act of unfair competition and (b) does not require that We obtain further licenses from or pay royalties or compensation to or provide any attribution to any third parties;

(iv) You warrant that You are personally responsible for the UGC You create, use and/or publish while using Our Services and that the indemnification provisions of Section 10 will apply to UGC; (a) unless and until We remove Your UGC, it may be associated with Your Username and will be made available to other users; and (b) to the extent permissible under applicable law, You waive Your moral rights in all UGC You create and any broadly equivalent rights You may have in any territory of the world, and You warrant that You have obtained the same agreement from any other person who might invoke moral rights over Your UGC.

Section 7: Intellectual Property Rights.

You acknowledge that all materials on or in Our Services, including the Services’ texts, design, graphics, music, characters, names, themes, objects, scenery, costumes, effects, dialogues, slogans, places, characters, diagrams, concepts, choreographies, videos, sounds, pictures, audio-visual effects, domain names, and the selection and arrangement thereof (collectively, “Materials”) are the sole property of Us or Our licensors, and are subject to and protected by United States and International copyright and other intellectual property laws and rights.  You will not obtain any ownership interest in the Materials or Our Services through these Terms or otherwise.  All rights to Materials not expressly granted in these Terms are reserved to their respective copyright owners.  Except as expressly authorized by these Terms or on Our Services, You may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of Us or the respective copyright owner, which may be granted at its sole discretion.

The trademarks, services marks, trade names, trade dress, logos, page headers, custom graphics, button icons and scripts (collectively, “Marks”) contained or described on Our Services and any Marks associated with any products available on Our Services) are the sole property of SUNSPEAR GAMES and/or Our licensors and may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of Us and/or Our licensors.  We will fully enforce Our intellectual property rights to the furthest extent of the law.

We make no representations that Our Services, or the Materials or products described or offered on Our Services are appropriate or available for use in jurisdictions outside the United States, or that these Terms comply with the laws of any other country.  If You use Our Services and reside outside the United States, You do so at Your own risk and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that You will not access Our Services from any territory where its contents are prohibited. You may not use or export or re-export any content downloaded from Our Services or any copy or adaptation of such content, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

You may submit reviews, comments, or other feedback on Our Services.  However, please note Our policies in Section 14.

Section 8.  Streaming

We grant You the right to publicly display the games used in the Service on online video streaming platforms, such as Youtube, Twitch, TikTok, and the like. No IP rights or any other type of rights are granted as part of this term.   We may terminate or modify the scope of this right at any time without notice or compensation and will not be liable to You or any third-party for any loss incurred relating thereto.

Section 9. No Warranty

YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND ARE SUPPLIED ON AN “AS IS” OR “AS AVAILABLE” BASIS.  SUNSPEAR GAMES AND SUNSPEAR GAMES’S LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES WORLDWIDE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES AND NON-INFRINGEMENT.

WE DO NOT GUARANTEE AND MAKE NO COMMITMENT OR WARRANTY CONCERNING THE USE OF THE SERVICES OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CONFORMITY, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AVAILABILITY ETC. WITHIN THE LIMITS AUTHORIZED BY APPLICABLE LAW, WE DO NOT OFFER ANY GUARANTEE CONCERNING THE MARKET VALUE OF THE SERVICES AND GAMES, YOUR SATISFACTION OR THE SUITABILITY OF THE SERVICES OR GAMES FOR A PARTICULAR USE. IN ADDITION, WE OFFER NO GUARANTEE THAT THE SERVICES WILL BE SECURE, FREE OF INTERRUPTION OR ERRORS, BUGS, VIRUSES OR HARMFUL ELEMENTS, OR THAT ERRORS, BUGS, VIRUSES OR HARMFUL ELEMENTS WILL BE CORRECTED. LASTLY, WE OFFER NO GUARANTEE THAT THE INFORMATION, CONTENTS AND/OR ELEMENTS ACCESSIBLE VIA THE SERVICES ARE ACCURATE, COMPLETE OR UP TO DATE. IN PARTICULAR, WE DO NOT EXHAUSTIVELY CHECK THE CONTENT OR THE WORDS THAT YOU OR OTHER USERS PUBLISH VIA THE SERVICES, OR YOUR ACTIONS WITHIN THE FRAMEWORK OF THE SERVICES. WE THEREFORE OFFER NO GUARANTEE AND ACCEPT NO RESPONSIBILITY TO YOU WITH REGARD TO YOUR OWN ACTIONS AND/OR THE ACTIONS OF OTHER USERS OF THE SERVICES. WE DOE NOT OFFER ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES;’ SUCH ACTION IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY OF OWN HARDWARE OR SOFTWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

YOU WILL BEAR ALL COSTS AND ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICES. IN ADDITION, YOU WILL BEAR THE WHOLE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION REQUIRED. YOU WILL BEAR ALL RISKS ASSOCIATED WITH TIME AND EFFORT LOST, LOSS OF DATA (PARTICULARLY ANY GAME DATA), ERRORS OR LOSS OF COMMERCIAL OR OTHER INFORMATION RESULTING FROM THE USE OF THE SERVICES.

YOU WILL BEAR SOLE RESPONSIBILITY FOR ANY DAMAGE CAUSED TO SUNSPEAR GAMES, ITS PARTNERS, OTHER USERS OF THE SERVICES OR ANY OTHER INDIVIDUAL OR LEGAL ENTITY AS A RESULT OF YOUR USE OF ALL OR PART OF THE SERVICES AND/OR GAMES IN VIOLATION OF THE LAW OR OF YOUR OBLIGATIONS AS STIPULATED IN THESE TERMS.

SUNSPEAR GAMES MAY IN NO CASE BE HELD LIABLE FOR PAYMENT TO YOU OF ANY SUM OR ANY DAMAGES AS A RESULT OF YOUR BEING UNABLE TO USE ALL OR PART OF THE SERVICES. IN NO CASE MAY SUNSPEAR GAMES BE HELD RESPONSIBLE FOR ANY DIRECT, INDIRECT, ACCIDENTAL, INCIDENTAL OR OTHER DAMAGES RESULTING FROM THE USE OR IMPOSSIBILITY OF USING THE SERVICES, EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) FOR ANY INCORRECT OR INACCURATE INFORMATION, (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, OR (V) FOR ANY OTHER MATTER RELATING TO THIS SITE OR ANY THIRD-PARTY WEBSITE.  THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WEILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES, OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUNSPEAR GAMES AND YOU.  THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

IN THE EVENT OF A BREACH OF YOUR LEGAL OR CONTRACTUAL OBLIGATIONS, WE RESERVE THE RIGHT (i) TO DELETE YOUR ACCOUNT AND TERMINATE YOUR LICENSE FOR USE OF THE SERVICES AND (ii) TO TAKE LEGAL ACTION ON GROUNDS OF CIVIL OR CRIMINAL RESPONSIBILITY IN ORDER TO HALT THE VIOLATION AND OBTAIN COMPENSATION FOR ITS LOSSES. IN PARTICULAR, WITHOUT LIMITATION, WE RESERVE THE RIGHT TO PROSECUTE ANY USER WHO WAS DELIBERATELY DAMAGED OR ATTEMPTED TO DAMAGE THE SERVICES OR DISRUPTED THE LEGITIMATE FUNCTIONING OF THE SERVICES OR PROVIDED ASSISTANCE FOR SO DOING.

YOU ACKNOWLEDGE AND ACCEPT THAT, WITHIN THE LIMITS AUTHORIZED BY LAW, IN THE EVENT OF A DISPUTE WITH SUNSPEAR GAMES OR ITS LICENSORS YOU MAY (i) CEASE TO USE THE SERVICES AND TERMINATE YOUR ACCOUNT AND, (ii) IF APPLICABLE, TAKE LEGAL ACTION TO OBTAIN COMPENSATION FOR YOUR LOSSES. THE LIABILITY OF SUNSPEAR GAMES, INCLUDING ITS LICENSORS AND AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES, MANAGERS OR DIRECTORS (COLLECTIVELY REFERRED TO AS THE “AFFILIATES”) TO YOU MAY NOT EXCEED THE PRICE YOU HAVE PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE DISPUTE.

REGARDLESS OF THE ABOVE, THE PROVISIONS OF THIS SECTION IN NO EVENT LIMIT OUR LIABILITY TO YOU IN THE EVENT OF FRAUDULENT STATEMENTS OR DEATH OR PHYSICAL INJURY RESULTING FROM OUR NEGLIGENCE. IN ADDITION, THE RESTRICTIONS, EXCLUSIONS AND NON-LIABILITY CLAUSES OF THIS SECTION AND OF THE OTHER STIPULATIONS OF THESE TERMS APPLY WITHIN THE LIMITS OF APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.  IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Section 10.   Indemnification

If We ask You to do so, You shall defend and guarantee SUNSPEAR GAMES, its licensors, subcontractors and other content suppliers against all liabilities, claims and damages and all costs, including lawyers’ fees, following and/or resulting from a violation of these Terms for which You are responsible or more generally, Your use of Our Services or behavior on the Services or any activity by Your account by You or any other person using Your account. Without limiting the generality of the foregoing, You shall defend SUNSPEAR GAMES and hold it harmless in the event of inappropriate or illegal use of Your Account, including in the event of illegal or inappropriate use by someone You have authorized to use Your Account. You agree to be held personally responsible for Your use of Our Services and for all Your communications and activities on Our Services.  We reserve the right, at Our own expense, to take sole responsibility for conducting the defense in and controlling any other cases for which You are normally obliged to defend it. If it does so, You will no longer have any obligation to defend us concerning the case in question. The provisions of this Section remain valid and in force after termination of these Terms or of Your Account, subject to applicable law.

Section 11.  Dispute Resolution

11.1 You hereby agree to binding arbitration on any dispute which shall be initiated through the established of an alternative dispute resolution (“ADR“) provider within the state of Oregon, USA. 

11.2 The formation, construction and interpretation of these Terms shall in all respects be governed by and construed in accordance with the laws of the United States and the State of Oregon, without giving effect to any principles of conflicts of laws.  These Terms shall not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded from any interpretation of these Terms. For any dispute that is equal to or more than $10,000 and is not resolved or arbitrated under these Terms, it is hereby agreed that any action at law or in equity arising under these Terms and/or Your use of Our Services shall be finally adjudicated or determined in any court or courts of the State of Oregon, and the parties hereto hereby submit generally and unconditionally to the personal and exclusive jurisdiction and venue of these courts in respect to any such matter and consent to service of process by any means authorized by Oregon, USA law.

11.3  All claims You bring against SUNSPEAR GAMES must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed and a breach of these Terms. Should either party file a claim contrary to this Section, the other party may recover attorneys’ fees, provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.

Section 12.   Modifications

12.1 Modification of Terms. We reserve the right to modify these Terms and other notices contained on Our Services, at any time, temporarily or permanently and entirely at Our own discretion. If You do not agree to the changes made to these Terms, You may close Your Account in accordance with Section 13. You therefore undertake to check any modifications regularly and to comply with them fully. Any use of Our Services subsequent to updates and/or modifications implies acceptance of the Terms thus updated and modified.

12.2 Modification to Services and Access to Services. We may modify Our Services and/or Your access to them at any time for any reasons.  In particular, We may deem it necessary to carry out updates, maintenance operations and/or resets to improve and/or optimize Our Services. Such updates, maintenance operations and/or resets may affect Our Services including without limitation (a) restricting Your access to all or part of Our Services and/or (b) deleting all or part of the Services, subject to applicable law.  In addition, We reserve the right to modify the prices of specific Services including without limitation modifying a Service from a paid Service to a free to play Service at any time for any reason.  PLEASE NOTE THAT WE MAY CANCEL ACCESS TO ONE OR MORE ONLINE FUNCTIONS CONNECTED TO ONE OR MORE SERVICE(S) AT ANY TIME AND FOR ANY REASON WITH OR WITHOUT NOTICE TO YOU, AS SUBJECT TO APPLICABLE LAW.

12.3  Tools and Software Updates The Services may ask You or enable You to download software, updates, patches and/or other utilities and tools supplied by us or Our licensors (referred to as the “SUNSPEAR GAMES Software”) onto hardware mediums authorized by Us.  We grant You a personal, non-transferable and non-exclusive license enabling You to use this SUNSPEAR GAMES Software solely for the purposes of use of Our Services, for the legal period of protection of the SUNSPEAR GAMES Software under intellectual property rights. We may specify terms of use for SUNSPEAR GAMES Software at the time at which it is made available to You. Please note that the performance of the SUNSPEAR GAMES Software and the related Services may vary depending on Your hardware and internet connection. We may from time to time supply You with updates or modifications of the SUNSPEAR GAMES Software. You acknowledge that certain updates and modifications may be necessary in order to be able to continue to use the SUNSPEAR GAMES Software and or Services.

Section 13.  Account Termination

These Terms are effective unless and until terminated by SUNSPEAR GAMES. These Terms may be terminated or suspended at any time, without notice, for any reason, including without limitation due to violations of the Code of Conduct or UGC.  If You have more than one Account, We reserve the right to delete all of the Accounts You have opened.

13.1 Termination of Your Account at Your initiative.  You may terminate Your Account at any time, automatically and without any judicial formality. We reserve the right to recover any charges owed to Us, or anyone else, in connection with Our Services, before the cancellation of Your Account. Subject to compliance with the termination procedure indicated above, the termination of Your Account will come into force within a reasonable period of time after receipt of Your request.

13.2 Consequences of Termination of the Account.  In the event of termination or suspension of Your Account, You will lose and or We may delete, Your profile and the related information You have passed on to Us, together with any UGC You may have published, uploaded or made available on Our Services. However, to the extent permitted by applicable law, We reserve the right to store Your profile and any of the aforementioned Content on Our systems. In the event of termination of Your Account, You must immediately cease all use of the Services and destroy any related documentation on any medium.  In the event of termination of Your Account, You will not be able to participate in the Service(s) again without Our express written permission. In the event of termination of Your Account or of a Service or Services associated with Your Account, all achievements, Virtual Items and or Virtual Currency that You have acquired may, in Our sole discretion, be deleted terminated or forfeited. You have no property rights in any achievements, Virtual Items and or Virtual Currency. Any fees paid hereunder are non-refundable.

Sections of this Agreement that due to their nature are intended to survive, shall survive the termination of these Terms.

Section 14.  Contribution

We are always happy to receive specific feedback regarding the existing features of Our Services. Any feedback You provide solicited or unsolicited is deemed to be non-confidential and non-proprietary. We shall be free to use such feedback on an unrestricted basis, without any compensation or credit obligation to You or any third party. 

We may at Our own discretion, permit You to test, evaluate or comment on one or more Services before or after they are marketed or launched, in order to identify bugs and errors in the programs and/or improve their functioning and design (“Test or Play Test”).  You agree that any Test access or content which is supplied to You under a Test is highly confidential information belonging to Us and that You may additionally be required to sign a confidentiality or other agreement for each Test in which You participate, but regardless, by engaging with the Services you agree to the Terms of this Agreement.  You must perform the Test personally. All comments, feedback, suggestions, ideas, inputs, design elements, criticisms, and other information and data (collectively referred to as the “Comments”) passed on, disclosed or offered to Us in the course of the Tests or at any other time will be the exclusive property of SUNSPEAR GAMES. You therefore agree not to make Your Comments accessible by any means or process to any outside party other than Us. You acknowledge that We may use, sell, promote and exploit the Comments in any way, without restriction and without compensation to You or any third party. 

You acknowledge that We may protect certain Test content by incorporating technical protection measures in them to prevent any unlawful reproduction or modification of such content.  Test content is supplied to You “as is” and “according to availability” without any explicit or implicit guarantee of any kind. You play on a Test version at Your own risk. You accept that (i) the games may include known or unknown bugs; and (ii) Your progress and Your data in the game may be erased at any time. At the end of the Test period, or at any time when We ask You to do so, You shall return immediately all content received from Us. You agree that violation of Your obligations under this Section would cause Us irreparable damage and that We would be entitled to take any action to prevent any breach or risk of a breach of Your obligations or to obtain compensation for the damage We have incurred, in addition and without prejudice to the right to terminate Your Account in accordance with these Terms.  Nothing in these Terms may be interpreted as giving You any right or privilege regarding the Test content.

Additionally, if You provide Us with any Feedback, in a test or other environment or means of communication, you hereby grant Us a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use to 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 any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and any and all other types of information, including software and code, that You provide, publish, or otherwise communicate directly or indirectly (including Your employees, agents, contractors, or representatives) to Us or Our agents that relates to the Services, IP, or Software. If any such rights may not be licensed under applicable law (such as moral and other personal rights), You hereby waive and agree not to assert any such rights. You understand and agree that We are not required to make any use of any Feedback that You provide. You agree that if We make use of Your Feedback, We are not required to credit or compensate You for your contribution in any way whatsoever. You represent and warrant that You have sufficient rights in any Feedback that You provide to Us to grant Us and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.

Section 15. General Terms 

This Section contains additional information applicable to You and Sunspear Games, including how to contact Sunspear Games. 

15.1 Titles and Headings. Titles and headings are for convenience only and do not control the meaning or interpretation of any provision of these Terms.

15.2 Severability. If any term of this Agreement is to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.

15.3 No Waiver.  The failure or neglect by SUNSPEAR GAMES to enforce any of It’s rights hereunder will not be deemed to be a waiver of SUNSPEAR GAMES’S rights. 

15.4 Entire Agreement. The Terms, all other documents and policies incorporated herein, represent the entire agreement between You and SUNSPEAR GAMES concerning Your rights and obligations as to the use of Our Services and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of the Terms.

15.5 Force Majeure.  Subject to applicable law, We will not be held liable for circumstances beyond Our reasonable control.

15.6 Contacts. These Terms can be accessed at any time at www.Sunspeargames.com or via the Social Client or Game Client. For any question concerning these Terms or Our Services, You may contact us via Discord or Our support site.

Section 16.  Playtest Access 

Playtest Access Terms of Use.  If You have been provided confidential access to a Playtest version of Our games the following additional terms and conditions shall apply to You.  You make not; share access, stream, record, take screen shots, and the like or discuss outside of the Playtest group, related to any information of any kind regarding Our game.  You further agree to abide by the following confidentiality terms and conditions from the date you were first provided access to the Playtest system: 

You must must use adequate care to protect and prevent any unauthorized use or disclosure of Confidential Information. You may not share Confidential Information with anyone. 

Confidential Information does not include information that: is publicly available through no fault of You, is rightfully received by You from a third party without a duty of confidentiality. You may only disclose Confidential Information if compelled to do so by law if You provide reasonable prior notice to Us. 

We may terminate your access to Confidential Information without prior notice, but this agreement’s provisions will survive as to any and all Confidential Information that is disclosed before termination. 

 This agreement imposes no obligation to proceed with any business transaction. 

All right title and interest and reserved by Us and We may use any information you disclose to Us without restriction of any kind. 

This agreement does not create any agency or partnership relationship. This agreement is not assignable or transferable.

 

This agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws principles. The exclusive venue for any dispute relating to this agreement shall be Jackson County, Oregon.

 
Contact us at support@sunspeargames.com for more information.