This End User License Agreement (the “Agreement”) for the Golem Arcana App is a legal agreement between user (“You” or “Your”), and Harebrained Schemes, LLC (“Harebrained Schemes”), for the use of the Golem Arcana App provided to You (“App”). App includes, among other things, software developed by Harebrained Schemes, templates, artwork, music and other content provided as part of the software, material licensed to Harebrained Schemes by third parties, and associated documentation. By accessing, copying, or otherwise using the App, You acknowledge to Harebrained Schemes that You have read this Agreement, understand it, and agree to be bound by its terms and conditions. If You do not agree to the terms and conditions of this Agreement, do not access or use the App. Harebrained Schemes will not and does not license the App to You unless You agree to the terms of this Agreement.
In consideration of the promises and covenants described below, and other good and valuable consideration, You agree as follows:
- License Grant. Subject to the terms and conditions hereof, Harebrained Schemes grants You a nonexclusive, nontransferable, limited license to use the App on a tablet or other mobile device (“License”) solely for use in conjunction with the creation of user generated content for use with the game “Golem Arcana” in conformance with our Content Policy. You will receive updates and/or upgrades, if any, in accordance with the Harebrained Schemes release schedule which will be solely determined by Harebrained Schemes. Any updates and/or upgrades provided by Harebrained Schemes shall be governed by the terms and conditions of this Agreement.
- Limitations and Restrictions. Except as specifically provided herein, You may not, in whole or in part: (a) copy the App, (b) distribute copies of the App or any materials contained in the App, in whole or in part, to any third party; (c) modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble or make derivative works based on the App, except as otherwise permitted by this Agreement or by law; (d) use, rent, loan, sub-license, lease, distribute or attempt to grant other rights to the Software to third parties; or (e) use the Software to act as a service bureau or application service provider, or to permit access to the Software by any third party. Nothing in this Agreement shall give You the right or license to use any trademarks used in connection with the Software including without limitation “Harebrained Schemes” and/or any marks of Harebrained Schemes’ providers and suppliers.
- Proprietary Rights and Confidentiality. The App is owned by Harebrained Schemes and its suppliers and is protected by copyright, patent and trade secret laws. You will take those reasonable steps necessary to protect Harebrained Schemes’ and its suppliers’ proprietary rights in the App related to Your use and possession of the same, including but not limited to maintaining the confidentiality of your passwords, if any. You will keep the App confidential and will not disclose or publish it, or any part of it, to others, except as specifically provided herein. All design elements and artwork of or in the
- App, including but not limited to the design, text, graphics, interfaces and the selection and arrangement thereof, are protected by copyrights owned by Harebrained Schemes. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO HAREBRAINED SCHEMES, LLC. Trademark notices on company, publication and product names of unrelated entities are for informational purposes only and are not intended as a claim of right by Harebrained Schemes. Other product, publication, and company names herein may be the trademarks of their respective owners.
- No Responsibility. Harebrained Schemes will not be liable for losses or damages arising from or in any way related to the App. If the App is found to be defective in workmanship or materials and Harebrained Schemes is given notice within 10 days of discovering such defect, Your sole and exclusive remedy, and Harebrained Schemes’ sole and exclusive obligation to You, is a replacement of the defective portion of the App.
- Your Warranty to Provider. You warrant that all individuals having access to the App will observe and perform all the terms and conditions of this Agreement. You will, at your own expense, promptly enforce the restrictions in this Agreement against any person who gains access to your password or copy of the App with your permission or while your employee or agent and who violates such restrictions, by instituting and diligently pursuing all legal and equitable remedies against him or her. You agree to immediately notify Harebrained Schemes in writing of any misuse, misappropriation or unauthorized disclosure, display or copying of the App that may come to your attention.
- Disclaimer of Warranties and Indemnification. HAREBRAINED SCHEMES IS LICENSING THE APP ON AN “AS IS” BASIS TO YOU. HAREBRAINED SCHEMES MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND ACCURACY, FOR ANY PURPOSE, OF THIS APP, ITS OPERATION OR THE CONTENT CONTAINED THEREIN. HAREBRAINED SCHEMES DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE APP, ITS OPERATIONS, AND ITS CONTENT AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT FOR ANY SOFTWARE CONTAINED IN THE SOFTWARE.
- Limitation of Liability. IN NO EVENT WILL HAREBRAINED SCHEMES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER RELATED OR SIMILAR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE CONNECTED WITH THE USE OF OR INABILITY TO USE THE APP. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY: (i) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE; AND (ii) WHETHER OR NOT DAMAGES WERE FORESEEABLE. THESE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT. ANY DAMAGES ARISING UNDER THE USE OF THE APP THAT HAREBRAINED SCHEMES IS REQUIRED TO PAY FOR ANY PURPOSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF TWENTY FIVE DOLLARS ($25.00) OR THE LICENSE FEES ACTUALLY PAID BY YOU TO HAREBRAINED SCHEMES UNDER THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU UNDER THE LAWS OF THOSE STATES. No action, regardless of form, arising out of any transaction under this Agreement, may be brought by You more than one year after You have knowledge of the occurrence which gives rise to the cause of such action.
- Indemnity. You agree to indemnify and hold harmless Harebrained Schemes and its officers, directors, employees, consultants, agents and anyone providing information or software used in the Software from any and all claims arising from, related to, or incidental to Your use of the App or operation of the Software, including without limitation damage to any hardware or products because of Your misuse of the Software.
- Termination. Harebrained Schemes may immediately terminate this Agreement, and exercise any other rights it may have, if (a) You breach this Agreement; or (b) You terminate or suspend Your business operations. Upon termination for any reason, You shall either promptly return to Harebrained Schemes all copies of the App in Your possession or control or destroy (i.e. uninstall or delete) Your copies of the App and certify in writing that all such copies have been destroyed. All sections that may be reasonably interpreted to or are intended to survive this Agreement will survive this Agreement.
- Governing Law. This Agreement shall be governed by the laws of the State ofWashington in the United States, without giving effect to the State of Washington’s choice of law principles and not including the 1980 United Nations Convention on Contracts for International Sale of Goods. Venue for any action under this Agreement shall lie in King County, Washington. If any action is brought to enforce, or arises out of, the Agreement or any term, clause, or provision hereof, the prevailing party shall be awarded its reasonable attorney’s fees together with expenses and costs incurred with such action, including without limitation necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.
- Acknowledgment of Understanding – Entire Agreement. You acknowledge that You have read this Agreement, understand it and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive statement of the Agreement between Harebrained Schemes and You and supersedes all proposals, representations or prior agreements, oral or written, and any other communications between Provider and You relating to the subject matter of this Agreement. This Agreement may not be amended, except by an agreement in writing which is signed by authorized representatives of Harebrained Schemes and You.
- Severability. You agree that the terms and conditions stated in this Agreement are severable. If any paragraph, provision, or clause in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction, the remainder of this Agreement shall be valid and enforceable and the parties shall use good faith to negotiate a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.
- Injunctive Relief. You agree that, because of the unique nature of the App, Harebrained Schemes may suffer irreparable injury in the event You fail to comply with any of the terms of this Agreement, and that monetary damages would be inadequate to compensate Harebrained Schemes for any such breach by You. Accordingly, You agree that Harebrained Schemes will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms of this Agreement.
- Export Controls. The App may not be re-exported, downloaded or otherwise exported into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By installing the App, you are agreeing to the foregoing, and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
© 2013 Harebrained Schemes LLC All rights reserved. Golem Arcana and Harebrained Schemes are trademarks of Harebrained Schemes LLC in the U.S. and/or other countries. All rights are reserved.