Eula (user Agreement)

Standard Eula Agreement
Software Eula Agreement
Steam Eula Agreement
Eula End User License Agreement
Malwarebytes End-User License Agreement (EULA) outlining licenses, restrictions, ownership, updates, terms, privacy policy, limitations, and other information. (a) Free & Trial License. If you have obtained a free, trial or evaluation version of the.
*If your address is in India, please review the AISPL Customer Agreement, which governs your access to and use of the Service Offerings.
*Please note that as of July 1, 2018, customers located in Europe, the Middle East, or Africa (other than South Africa) contract with our European based AWS Contracting Party, as provided in Section 14. See the AWS Europe FAQ for more information.
*Please note that as of August 1, 2020, customers located in South Africa contract with our South Africa based AWS Contracting Party, as provided in Section 14. See the AWS South Africa FAQ for more information.
*Please note that as of November 1, 2020, customers located in Brazil contract with our Brazil based AWS Contracting Party, as provided in Section 14. See the AWS SBL FAQ for more information.
*Observe que, a partir de 1 de novembro de 2020, os usurios localizados no Brasil celebraro contrato com a nossa Parte Contratante da AWS sediada no Brasil, conforme prev a Clusula 14. Consulte as Perguntas Frequentes sobre a AWS SBL para obter mais informaes. Consulte aqui a verso em portugus deste Contrato do Cliente AWS.
*Please note that as of December 1, 2020, customers located in South Korea contract with our South Korea based AWS Contracting Party, as provided in Section 14. See the AWS South Korea FAQs for more information. Last Updated: November 30, 2020 See What's Changed
This AWS Customer Agreement (this Agreement ) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between the applicable AWS Contracting Party specified in Section 14 below (also referred to as AWS , we , us , or our ) and you or the entity you represent ( you or your ). This Agreement takes effect when you click an I Accept button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the Effective Date ). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms used in this Agreement.
1. Use of the Service Offerings.
1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements and Service Terms apply to certain Service Offerings. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Service Offerings.
1.2 Your Account. To access the Services, you must have an AWS account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Service Terms, you will only create one account per email address.
1.3 Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges. 2. Changes.
2.1 To the Services. We may change or discontinue any of the Services from time to time. We will provide you at least 12 months prior notice if we discontinue material functionality of a Service that you are using, or materially alter a customer-facing API that you are using in a backwards-incompatible fashion, except that this notice will not be required if the 12 month notice period (a) would pose a security or intellectual property issue to us or the Services, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements.
2.2 To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.
3. Security and Data Privacy.
3.1 AWS Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
3.2 Data Privacy. You may specify the AWS regions in which Your Content will be stored. You consent to the storage of Your Content in, and transfer of Your Content into, the AWS regions you select. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or (b) subject to Section 3.3, move Your Content from the AWS regions selected by you; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2. We will only use your Account Information in accordance with the Privacy Notice, and you consent to such usage. The Privacy Notice does not apply to Your Content.
3.3 Service Attributes. To provide billing and administration services, we may process Service Attributes in the AWS region(s) where you use the Service Offerings and the AWS regions in the United States. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel. 4. Your Responsibilities.
4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.
4.2 Your Content. You will ensure that Your Content and your and End Users use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.
4.3 Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.
4.4 Log-In Credentials and Account Keys. AWS log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
4.5 End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services. 5. Fees and Payment.
5.1 Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on the AWS Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the AWS Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days prior notice. We may elect to charge you interest at the rate of 1.5 per month (or the highest rate permitted by law, if less) on all late payments.
5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. 6. Temporary Suspension.
6.1 Generally. We may suspend your or any End Users right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
(a) your or an End Users use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other AWS customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
(b) you are, or any End User is, in breach of this Agreement;
(c) you are in breach of your payment obligations under Section 5; or
(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
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6.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:
(a) you remain responsible for all fees and charges you incur during the period of suspension; and
(b) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension. 7. Term; Termination.
7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2.
7.2 Termination.
(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days advance notice.
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(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.
7.3 Effect of Termination.
(a) Generally. Upon the Termination Date:
(i) except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b);
(iii) you will immediately return or, if instructed by us, destroy all AWS Content in your possession; and
(iv) Sections 4.1, 5, 7.3, 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.
(b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 30 days following the Termination Date:
(i) we will not take action to remove from the AWS systems any of Your Content as a result of the termination; and
(ii) we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement.
For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5. 8. Proprietary Rights.
8.1 Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you and any End Users.
8.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users use of Your Content or the Service Offerings will violate the Acceptable Use Policy.
8.3 Service Offerings License. We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use the AWS Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.3, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Some AWS Content and Third-Party Content may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the AWS Content or Third-Party Content that is the subject of such separate license.
8.4 License Restrictions. Neither you nor any End User will use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesnt allow this restriction), (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. You may only use the AWS Marks in accordance with the Trademark Use Guidelines. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
8.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions. 9. Indemnification.
9.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users use of the Service Offerings (including any activities under your AWS account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys fees, as well as our employees and contractors time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.
9.2 Intellectual Property.
(a) Subject to the limitations in this Section 9, AWS will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third partys intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(b) Subject to the limitations in this Section 9, you will defend AWS, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third partys intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(c) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, AWS will have no obligations or liability arising from your or any End Users use of the Services after AWS has notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
(d) For any claim covered by Section 9.2(a), AWS will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.
9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other partys expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party. 10. Disclaimers.
THE SERVICE OFFERINGS ARE PROVIDED AS IS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. 11. Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES AND LICENSORS AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the AWS Site or by otherwise notifying you in accordance with Section 13.10; provided, however, that we will provide at least 90 days advance notice in accordance with Section 13.10 for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the AWS Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement. 13. Miscellaneous.
13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for AWS as a party to this Agreement and AWS is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
13.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement (but does not supersede prior commitments to purchase Services such as Amazon EC2 Reserved Instances). We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.
13.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.4 Governing Law. The Governing Laws, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
13.5 Disputes. Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by AWS will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts, subject to the additional provisions below.
(a) If the applicable AWS Contracting Party is Amazon Web Services, Inc. or Amazon Web Services Korea LLC, the parties agree that the provisions of this Section 13.5(a) will apply. Disputes will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. We will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
(b) If the applicable AWS Contracting Party is Amazon Web Services South Africa Proprietary Limited, the parties agree that the provisions of this Section 13.5(b) will apply. Disputes will be resolved by arbitration in accordance with the then-applicable rules of the Arbitration Foundation of Southern Africa, and judgment on the arbitral award must be entered in the Governing Court. The Arbitration Act, No. 42 of 1965 applies to this Agreement. The arbitration will take place in Johannesburg. There will be three arbitrators. The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal proportion by the parties.
(c) If the applicable AWS Contracting Party is Amazon AWS Servios Brasil Ltda., the parties agree that the provisions of this Section 13.5(c) will apply. Disputes will be resolved by binding arbitration, rather than in court, in accordance with the then-applicable Rules of Arbitration of the International Chamber of Commerce, and judgment on the arbitral award may be entered in any court having jurisdiction. The arbitration will take place in the City of So Paulo, State of So Paulo, Brazil. There will be three arbitrators. The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal proportion by the parties. The parties agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by either party and will constitute confidential information. The Governing Courts will have exclusive jurisdiction for the sole purposes of (i) ensuring the commencement of the arbitral proceedings; and (ii) granting conservatory and interim measures prior to the constitution of the arbitral tribunal.
13.6 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the AWS region in which any of the foregoing occur. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
13.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other partys products or services.
13.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
13.9 Confidentiality and Publicity. You may use AWS Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose AWS Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of AWS Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings.
13.10 Notice.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the AWS Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the AWS Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact AWS by facsimile transmission or personal delivery, overnight courier or registered or certified mail to the facsimile number or mailing address, as applicable, listed for the applicable AWS Contracting Party in Section 14 below. We may update the facsimile number or address for notices to us by posting a notice on the AWS Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
13.11 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
13.12 U.S. Government Rights. The Service Offerings are provided to the U.S. Government as commercial items, commercial computer software, commercial computer software documentation, and technical data with the same rights and restrictions generally applicable to the Service Offerings. If you are using the Service Offerings on behalf of the U.S. Government and these terms fail to meet the U.S. Governments needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Service Offerings. The terms commercial item commercial computer software, commercial computer software documentation, and technical data are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
13.13 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
13.14 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. 14. Definitions.
Acceptable Use Policy means the policy located at http://aws.amazon.com/aup (and any successor or related locations designated by us), as it may be updated by us from time to time.
Account Country is the country associated with your account. If you have provided a valid tax registration number for your account, then your Account Country is the country associated with your tax registration. If you have not provided a valid tax registration, then your Account Country is the country where your billing address is located, except if you have a credit card associated with your AWS account that is issued in a different country and your contact address is also in that country, then your Account Country is that different country.
Account Information means information about you that you provide to us in connection with the creation or administration of your AWS account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your AWS account.
API means an application program interface.
AWS Confidential Information means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. AWS Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. AWS Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the AWS Confidential Information.
AWS Content means Content we or any of our affiliates make available in connection with the Services or on the AWS Site to allow access to and use of the Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). AWS Content does not include the Services or Third-Party Content.
'AWS Contracting Party' means the party identified in the table below, based on your Account Country. If you change your Account Country to one identified to a different AWS Contracting Party below, you agree that this Agreement is then assigned to the new AWS Contracting Party under Section 13.1 without any further action required by either party.
Account Country
AWS Contracting Party
Facsimile
Mailing Address
Brazil*
Amazon AWS Servios Brasil Ltda.
N/A A. Presidente Juscelino Kubitschek, 2.041, Torre E - 18th and 19th Floors, Vila Nova Conceicao, So Paulo, Brasil
South Africa
Amazon Web Services South Africa Proprietary Limited
206-266-7010
Wembley Square 2, 134 Solan Road, Gardens, Cape Town, 8001, South Africa South Korea Amazon Web Services Korea LLC N/A 12 th Floor GS Tower, 508 Nonhyeon-ro, Gangnam-gu, Seoul, 06141, Republic of Korea Any country within Europe, the Middle East, or Africa (excluding South Africa) ('EMEA')** Amazon Web Services EMEA SARL 352 2789 0057 38 Avenue John F. Kennedy, L-1855, Luxembourg Any country that is not listed in this table above. Amazon Web Services, Inc 206-266-7010 410 Terry Avenue North,
Seattle, WA 98109-5210
U.S.A.
*Brazil is your Account Country only if you have provided a valid Brazilian Tax Registration Number (CPF/CNPJ number) for your account. If your billing address is located in Brazil but you have not provided a valid Brazilian Tax Registration Number (CPF/CNPJ number), then Amazon Web Services, Inc. is the AWS Contracting Party for your account.
**See https://aws.amazon.com/legal/aws-emea-countries for a full list of EMEA countries.
AWS Marks means any trademarks, service marks, service or trade names, logos, and other designations of AWS and its affiliates that we may make available to you in connection with this Agreement.
AWS Site means http://aws.amazon.com (and any successor or related site designated by us), as may be updated by us from time to time.
Content means software (including machine images), data, text, audio, video or images.
Documentation means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at http://aws.amazon.com/documentation (and any successor or related locations designated by us), as such user guides and admin guides may be updated by AWS from time to time.
End User means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term End User does not include individuals or entities when they are accessing or using the Services or any Content under their own AWS account, rather than under your account.
'Governing Laws' and Governing Courts mean, for each AWS Contracting Party, the laws and courts set forth in the following table:
AWS Contracting Party
Governing Laws
Governing Courts Amazon AWS Servios Brasil Ltda. The laws of Brazil The courts of the City of So Paulo, State of So Paulo
Amazon Web Services South Africa Proprietary Limited
The laws of the Republic of South Africa
The South Gauteng High Court, Johannesburg
Amazon Web Services EMEA SARL
The laws of the Grand Duchy of Luxembourg
The courts in the district of Luxembourg City Amazon Web Services Korea LLC The laws of the State of Washington The state or Federal courts in King County, Washington
Amazon Web Services, Inc.
The laws of the State of Washington
The state or Federal courts in King County, Washington
Indirect Taxes means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
Losses means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees).
Policies means the Acceptable Use Policy, Privacy Notice, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described in the AWS Content and on the AWS Site, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the AWS Site.
Privacy Notice means the privacy notice located at http://aws.amazon.com/privacy (and any successor or related locations designated by us), as it may be updated by us from time to time.
Service means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.
Service Attributes means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
Service Level Agreement means all service level agreements that we offer with respect to the Services and post on the AWS Site, as they may be updated by us from time to time. The service level agreements we offer with respect to the Services are located at https://aws.amazon.com/legal/service-level-agreements/ (and any successor or related locations designated by AWS), as may be updated by AWS from time to time.
Service Offerings means the Services (including associated APIs), the AWS Content, the AWS Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content. Standard Eula Agreement
Service Terms means the rights and restrictions for particular Services located at http://aws.amazon.com/serviceterms (and any successor or related locations designated by us), as may be updated by us from time to time.
Site Terms means the terms of use located at http://aws.amazon.com/terms/ (and any successor or related locations designated by us), as may be updated by us from time to time.
Suggestions means all suggested improvements to the Service Offerings that you provide to us.
Term means the term of this Agreement described in Section 7.1.
Termination Date means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.
Third-Party Content means Content made available to you by any third party on the AWS Site or in conjunction with the Services.
Trademark Use Guidelines means the guidelines and trademark license located at http://aws.amazon.com/trademark-guidelines/ (and any successor or related locations designated by us), as they may be updated by us from time to time.
Your Content means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your AWS account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any End User stores in Amazon Simple Storage Service. Your Content does not include Account Information.
THIS SOFTWARE IS LICENSED, NOT SOLD. Psyonix LLC, a Delaware limited liability company, and its affiliated companies (collectively, Psyonix ) reserves all rights not expressly granted to you. The product that is subject to this license is referred to in this license as the Software. The Software includes all software included with this End User License Agreement ( Agreement ), and the accompanying manuals, packaging, and other written filers, electronic or online materials or documentation, and any and all copies of such Software and its materials. The Agreement, as may be amended from time to time and published at https://psyonix.com/eula/, incorporates Psyonixs Terms of Use (https://psyonix.com/tou/) and Privacy Policy (https://psyonix.com/privacy/). In the event of any conflict between this Agreement and Psyonixs Terms of Use or Privacy Policy, the order of precedence shall be as follows: (i) the Privacy Policy, (ii) the Terms of Use and (iii) this Agreement. Any terms not defined herein will have the meaning set forth in the Terms of Use and/or Privacy Policy. THIS IS A BINDING LEGAL CONTRACT BETWEEN YOU AND PSYONIX. PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING OR UTILIZING THE SOFTWARE YOU HAVE JUST PURCHASED. BY INSTALLING, COPYING AND/OR OTHERWISE USING THE SOFTWARE, AND EACH TIME YOU ACCESS THE SOFTWARE, YOU ARE SIGNIFYING YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF, AND COMPLIANCE WITH, THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO OPEN, DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE. If you have any questions about this Agreement, you can reach Psyonix at Psyonix LLC, 401 W. A Street, Suite 2400, San Diego, California 92101. NOTE: THIS AGREEMENT INCORPORATES A BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISION SET FORTH IN OUR TERMS OF USE (https://psyonix.com/tou/) THAT MAY AFFECT YOUR RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO ANY DISPUTE BETWEEN YOU AND PSYONIX. YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN THE TERMS OF USE. For clarity, this Agreement is between you and Psyonix only, and not between you and any of Psyonixs licensors, including without limitation Microsoft, Sony or any of their affiliates. If you are not eighteen (18) years of age or over, you must have your parents or legal guardian review and approve this Agreement on your behalf. Your consent to this Agreement and use of the Software signifies that you have received the specific permission of your parent or legal guardian. 1. USERS ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS
The Software is offered subject to your compliance with all of the terms and conditions contained herein and all other operating rules, policies and procedures. In addition, some applications offered through or in connection with the Software may be subject to additional terms and conditions promulgated by Psyonix from time to time. Any material modifications to the Agreement, our Terms of Use, or our Privacy Policy will also be brought to your attention by posting the modified Agreement at https://psyonix.com/eula/, via notification by email to the email address associated with the Software (if any), through the Software itself, or through any other appropriate measures as determined by Psyonix in its sole discretion. Such material modifications will be effective upon your acceptance thereof and will apply to matters and events arising under the Agreement following the date of your acceptance. Note that if you do not accept the modified Agreement, Terms of Use, or Privacy Policy, you may terminate this Agreement and must stop using the Software. Your continued use of the Software after a modification has been made to the Agreement, Terms of Use, or Privacy Policy constitutes your acceptance of such modification and an acknowledgement that you have read the Privacy Policy. Software Eula Agreement 2. LIMITED USE LICENSE
Subject to your compliance with the terms and conditions of the Agreement, Psyonix hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited and revocable right and license to install and use one (1) copy of the Software solely and exclusively for your personal and non-commercial use for gameplay on a single game platform (e.g., computer, mobile device, or gaming console) that you own or control or, if you obtained the Software through the PlayStation Network (PSN), then on a system to which the Software is delivered by the PSN. For clarity, the foregoing does not prohibit you from installing and using an additional copy of each Game on a different game system. This Agreement shall also apply to any patches or updates you may obtain for the Software. DUPLICATION, COPYING OR ANY FORM OF REPRODUCTION OF THE SOFTWARE OR RELATED INFORMATION, MATERIALS OR OTHER CONTENT TO ANY OTHER SERVER OR LOCATION FOR THE PURPOSES OF DUPLICATION, COPYING OR ANY OTHER FORM OF REPRODUCTION IS EXPRESSLY AND EXPLICITLY PROHIBITED. 3. UPDATES AND PATCHES
Psyonix may provide patches, updates, or upgrades to the Software that must be installed in order for you to continue to use the Software. Psyonix may update the Software remotely without notifying you, and you hereby consent to Psyonix applying patches, updates, and upgrades. Psyonix may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software at any time. You acknowledge that your use of the Software does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Software, including but not limited to (where applicable) any in-game rewards, trophies, achievements, character levels, Virtual Currency, or Virtual Goods. You also acknowledge that any character data, game progress, game customization or other data related to your use of the Software may cease to be available to you at any time without notice from Psyonix, including without limitation after a patch, update, or upgrade is applied by Psyonix. Psyonix does not have any maintenance or support obligations with respect to the Software. 4. PSYONIXS OWNERSHIP OF THE SOFTWARE AND PROPRIETARY MATERIALS
The Software contains copyrighted material, technology, trademarks, service marks, trade secrets and other proprietary information, which may include computer code, text, data, video, images, illustrations, animations, sounds, musical compositions and recordings, audiovisual effects, color schemes, business methods and methods of operation, concepts, ideas, know-how, moral rights, and any related documentation (collectively the Proprietary Material ). All intellectual property rights to the Proprietary Material, including without limitation patent, copyright, trademark and trade secret rights, are owned and/or licensed by Psyonix. You: (A) agree not to copy, download, reproduce, republish, upload, post, transmit, perform, display, distribute or sell, or in any other way exploit the Proprietary Material, or to participate with or to encourage others to engage in such acts, without the prior written consent of Psyonix; and (B) may not reverse engineer, disassemble, decompile, or translate any computer software programs that comprise Proprietary Material, or otherwise attempt to derive the source code of such programs, except that the foregoing restrictions on copying or reverse engineering does not apply to the extent prohibited by applicable law. No Proprietary Material, or any portion thereof, may be modified or used for any purpose other than as expressly authorized in these Terms. The Proprietary Material may include materials licensed by Psyonix from third parties, and the licensors of those materials may enforce their rights in the event of any violation of this Agreement. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY PSYONIX AND ITS LICENSORS OR SUPPLIERS. 5. NO SALE OR ASSIGNMENT
Psyonix does not recognize the transfer of the Software, with the exception of Virtual Currency and Virtual Goods as defined in (and in accordance with) Section 7 below. Other than as set forth in Section 7, you may not give, purchase, sell, bargain, barter, market, trade, offer for sale, sell, license, assign or otherwise divest your rights, responsibilities or obligations under the Agreement, either in whole or in part, without the prior written consent of Psyonix. Any attempt to do so shall be void and of no effect. Psyonix allows you the limited ability to trade Virtual Currency and Virtual Goods with other users who lawfully possess the Software under conditions provided with the Virtual Currency and Virtual Goods. 6. LICENSE RESTRICTIONS
(i) exploit the Software or any of its parts, including, but not limited to, for-profit exploitation at a cyber (Internet) caf, computer gaming center, or any other location-based site, but excluding purely not-for-profit use in which no compensation in the form of payment or benefit is received; (ii) use the Software or permit the use of the Software, on more than one computer, game console, mobile device, handheld device or PDA at the same time by the same user account; (iii) use the Software, or permit use of the Software, or make the Software available for use in a network, multi-user arrangement, remote access arrangement, including where it could be downloaded by multiple users; (iv) sell, rent, lease, license, distribute or otherwise transfer this Software or any copies; (v) reverse engineer, derive source code, modify, decompile, disassemble, copy, or create derivative works of the Software, in whole or in part (except as the applicable law expressly permits, in which case all and any modifications, adaptations, copies, improvements, etc. shall belong to, vest in and be the exclusive property of Psyonix and/or its licensors on creation, in any event); (vi) remove, disable or circumvent any security protections, proprietary notices or labels contained on or within the Software; (vii) export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations; (viii) create data or executable programs which mimic data or functionality in the Software; (ix) use the part of the Software which allows you to construct new variations ( Editor ) (1) to create new levels which can be used otherwise in connection with the Software; (2) to modify any executable file; (3) to product any libelous, defamatory or other illegal material or material that is scandalous or invades the rights of privacy or publicity of a third party; (4) to use the trademarks, copyright or intellectual property rights of any third party; or (5) to create content which is then commercially exploited by you (through pay-per-play or timesharing services or otherwise). For the avoidance of doubt you are solely liable and responsible for any claims by a third party resulting from your use of the Editor; (x) use the Software to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights, (xi) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other games modes; (xii) copy, reproduce, distribute, display, or use the Software in a way that is not expressly authorized in this Agreement. (B) The Software may include measures to control access to the Software, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Software and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other security devices designed to prevent the unauthorized access, use, and copying of the Software, or any portions or components thereof, including any violations of this Agreement. Psyonix reserves the right to monitor use of the Software at any time. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly. Additional terms and registration may be required to access online services and to download Software updates and patches. Only Software subject to a valid license can be used to access online services, including downloading updates and patches. Except as otherwise prohibited by applicable law, Psyonix may limit, suspend, or terminate the license granted hereunder and access to the Software, including, but not limited to, any related services and products, at any time without notice for any reason whatsoever. If you do not agree to such measures or at any time you remove, disable, or otherwise directly or indirectly circumvent such measures, the license granted to you hereunder shall immediately terminate and you may not make use of the Software. (C) You agree that you shall abide by the safety information, maintenance instructions or other relevant notices contained in the manual or other documentation accompanying the Software. 7. VIRTUAL CURRENCY AND VIRTUAL GOODS
If the Software allows you to purchase and/or earn through play a license to use Virtual Currency and Virtual Goods, the following additional terms and conditions apply. (A) The Software may enable users to (i) use fictional virtual currency as a medium of exchange exclusively within the Software (Virtual Currency or VC); (ii) gain access to (and certain limited rights to use) virtual goods within the Software (Virtual Goods or VG); and (iii) barter or exchange VC and VG with other users of the Software. Regardless of the terminology used, VC and VG represent a limited license right governed by this Agreement. Subject to the terms of and compliance with this Agreement, Psyonix hereby grants you the nonexclusive, non-transferable, non-sublicensable, limited and revocable right and license to use VC and VG obtained by you for your personal non-commercial gameplay exclusively within the Software. Except as otherwise prohibited by applicable law, VC and VG obtained by you are licensed to you, and you hereby acknowledge that no title or ownership in or to VC and VG is being transferred or assigned hereunder. This Agreement should not be construed as a sale of any rights in VC and VG. VC and VG do not have an equivalent value in real currency and do not act as a substitute for real currency. You are prohibited from converting VC and VG into a unit of value outside of the Software, such as actual currency or actual goods. You acknowledge and agree that Psyonix may revise or take action that impacts the perceived value of or purchase price for any VC and/or VG at any time except as prohibited by applicable law. VC and VG do not incur fees for non-use; provided, however, that the license granted hereunder to VC and VG will terminate in accordance with the terms and conditions of this Agreement and the Software documentation, when Psyonix ceases providing the Software, or this Agreement is otherwise terminated. Psyonix, in its sole discretion, reserves the right to charge fees for the right to access or use VC or VG and/or may distribute VC or VG with or without charge. (B) You may have the ability to purchase VC or to earn VC from Psyonix for the completion of certain activities or accomplishments in the Software. For example, Psyonix may provide VC or VG upon the completion of an in-game activity, such as attaining a new level, completing a task, or creating user content. Once obtained, VC and/or VG will be credited to your user account (User Account). You may purchase VC and VG only within the Software, or through a platform, participating third-party online store, application store, or other store authorized by Psyonix (all referred to herein as Software Store). Purchase and use of in-game items or currency through a Software Store are subject to the Software Stores governing documents, including but not limited to, the Terms of Service and User Agreement. This online service has been sublicensed to you by the Software Store. Psyonix may offer discounts or promotions on the purchase of VC, and such discounts and promotions may be modified or discontinued by Psyonix at any time without notice to you. Upon completing an authorized purchase of VC from a Software Store, the amount of purchased VC will be credited to your User Account. Psyonix shall establish a maximum amount you may spend to purchase VC per transaction and/or per day, which may vary depending on the associated Software. Psyonix, in its sole discretion, may impose additional limits on the amount of VC you may purchase or use, how you may use VC, and the maximum balance of VC that may be credited to your User Account. You are solely responsible for all VC purchases made through your User Account regardless of whether or not authorized by you. (C) You can access and view your available VC and VG in your User Account when logged into your User Account. Psyonix reserves the right, in its sole discretion, to make all calculations regarding the available VC and VG in your User Account. Psyonix further reserves the right, in its sole discretion, to determine the amount of and manner in which VC is credited and debited from your User Account in connection with your purchase of VG or for other purposes. While Psyonix strives to make all such calculations on a consistent and reasonable basis, you hereby acknowledge and agree that Psyonixs determination of the available VC and VG in your User Account is final, unless you can provide documentation to Psyonix that such calculation was or is intentionally incorrect. (D) All purchased in-game Virtual Currency and/or Virtual Goods may be consumed or lost by players in the course of gameplay according to the games rules applicable to currency and goods, which may vary depending on the associated Software. VC and VG may only be used within the Software, and Psyonix, in its sole discretion, may limit use of VC and/or VG to a single game. The authorized uses and purposes of VC and VG may change at any time. Your available VC and/or VG as shown in your User Account will be reduced each time you use VC and/or VG within the Software. The use of any VC and/or VG constitutes a demand against and withdrawal from your available VC and/or VG in your User Account. You must have sufficient available VC and/or VG in your User Account in order to complete a transaction within the Software. VC and/or VG in your User Account may be reduced without notice upon the occurrence of certain events related to your use of the Software. You are responsible for all uses of VC and/or VG made through your User Account, regardless of whether or not authorized by you. You must notify Psyonix immediately upon discovering the unauthorized use of any VC and/or VG made through your User Account by submitting a request to https://support.rocketleague.com (E) VC and VG may only be redeemed for in-game goods and services. You may not sell, lease, license, or rent VC or VG. VC and VG may only be redeemed for in-game goods or services and are not redeemable for any sum of money or monetary value or other goods from Psyonix or any other person or entity at any time, except as expressly provided herein or otherwise required by applicable law. VC and VG have no cash value, and neither Psyonix nor any other person or entity has any obligation to exchange your VC or VG for anything of value, including, but not limited to, real currency. (F) All purchases of VC and VG are final and under no circumstances will such purchases be refundable, transferable, or exchangeable. Except as prohibited by applicable law, Psyonix has the absolute right to manage, regulate, control, modify, suspend, and/or eliminate such VC and/or VG as it sees fit in its sole discretion, and Psyonix shall have no liability to you or anyone else for the exercise of such rights. (G) Any transferring, trading, selling, or exchanging of any VC or VG to anyone, other than in gameplay using the Software as expressly authorized by Psyonix (Unauthorized Transactions), including, but not limited to, among other users of the Software, is not sanctioned by Psyonix and is strictly forbidden. Psyonix reserves the right, in its sole discretion, to terminate, suspend, or modify your User Account and your VC and VG and terminate this Agreement if you engage in, assist in, or request any Unauthorized Transactions. All users who participate in such activities do so at their own risk and hereby agree to indemnify and hold harmless Psyonix, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents from all damages, losses and expenses arising directly or indirectly from such actions. You acknowledge that Psyonix may request that the applicable Software Store stop, suspend, terminate, discontinue, or reverse any Unauthorized Transaction, regardless of when such Unauthorized Transaction occurred (or has yet to occur) when it suspects or has evidence of fraud, violations of this Agreement, violations of any applicable law or regulation, or any intentional act designed to interfere or that otherwise has the effect of or may have the effect of intervening in any way with the operation of the Software. If Psyonix believes or has any reason to suspect that you have engaged in an Unauthorized Transaction, you further agree that Psyonix may, in its sole discretion, restrict your access to your available VC and VG in your User Account or terminate or suspend your User Account and your rights to any VC, VG, and other items associated with your User Account. (H) VC is only available to customers in certain locations. You may not purchase or use VC if you are not in an approved location. 8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
(A) NOTHING IN THIS AGREEMENT WILL PREJUDICE THE STATUTORY RIGHTS YOU MAY HAVE AS A CONSUMER OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS SET FORTH IN THIS SECTION. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIMITATIONS BELOW SHALL APPLY ONLY TO THE EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTIONS. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION AND MATERIAL ARE BEING PROVIDED TO YOU AS IS, AS AVAILABLE, AND WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE INTENDED GENERALITY OF THE PRECEDING SENTENCE, NEITHER PSYONIX, NOR ITS LICENSORS OR SUPPLIERS, WARRANTS THAT THE SOFTWARE OR ANY PORTION THEREOF (i) WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED; (ii) IS COMPATIBLE WITH ANY SOFTWARE, INCLUDING WITHOUT LIMITATION INTERNET BROWSER SOFTWARE; (iii) IS FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iv) IS FREE OF DEFAMATORY, DEROGATORY OR ADULT-ORIENTED MATERIAL, OR MATERIAL THAT SOME INDIVIDUALS MAY DEEM OFFENSIVE OR OBJECTIONABLE; (v) WILL OPERATE PROPERLY; OR (vi) WILL MEET YOUR REQUIREMENTS. TO THE FULLEST EXTENT ALLOWED BY LAW, PSYONIX DISCLAIMS ALL REPRESENTATIONS, TERMS, WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SYSTEM INTEGRATION, ACCURACY OR COMPLETENESS, TITLE, NON-INTERFERENCE WITH YOUR ENJOYMENT, AUTHORITY, NON-INFRINGEMENT, RESULTS, REASONABLE CARE, AND WORKMANLIKE EFFORT, WHETHER ALLEGED TO ARISE UNDER LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNIFORM COMMERCIAL CODE OR IN ANY OTHER COMPATIBLE STATUTE IS EXPRESSLY DISCLAIMED. (B) NEITHER PSYONIX, NOR ITS LICENSORS OR SUPPLIERS, IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SOFTWARE. UNDER NO CIRCUMSTANCES WILL PSYONIX OR ITS LICENSORS OR SUPPLIERS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE, ANY USER-GENERATED CONTENT POSTED ON THE SOFTWARE, OR TRANSMITTED TO ANOTHER USER, OR ANY TRANSACTIONS BETWEEN OR AMONG YOU AND OTHER USERS, WHETHER ONLINE OR OFFLINE. (C) THE SOFTWARE IS CONTROLLED AND PROVIDED BY PSYONIX FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. TO THE EXTENT PERMISSIBLE BY APPLICABLE LOCAL LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PSYONIX MAKES NO REPRESENTATION THAT THE SOFTWARE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. (D) BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT THAT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT PERMITTED UNDER LOCAL LAW. (E) TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, PSYONIX, ITS PARENT, SUBSIDIARY, AND AFFILIATED COMPANIES (AND EACH OF THEIR LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) (EACH INDIVIDUALLY, A PSYONIX PARTY, AND COLLECTIVELY, THE PSYONIX PARTIES) SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON, WHETHER UNDER CONTRACT OR OTHERWISE, FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, AND/OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1,000 OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO PSYONIX (OR TO A THIRD-PARTY PLATFORM THAT PROVIDED YOU WITH ANY GAMES) IN CONNECTION WITH THE SOFTWARE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND PSYONIXS REASONABLE CONTROL.THE FOREGOING LIMITATION SHALL BE APPLICABLE EVEN IN THE EVENT OF A PSYONIX PARTYS FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE AND EVEN IF A PSYONIX PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PSYONIX CANNOT AND WILL NOT BE RESPONSIBLE FOR ANY LOSS OF YOUR USER-GENERATED CONTENT OR ANY INTERRUPTIONS OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR A DISRUPTION OF THE SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ANYTHING WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING WITHOUT LIMITATION, DEATH OR PERSONAL INJURY ARISING THROUGH NEGLIGENCE OR FOR FRAUD. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION. 9. INDEMNIFICATION Steam Eula Agreement
This Section only applies to the extent permitted by law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys fees, costs and expert witnesses fees) that are the stated subject matter of the indemnification obligation below. You agree to defend, indemnify and hold harmless the Psyonix Parties , from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney fees, costs, and expert witnesses fees) arising from: (A) your use of the Software; (B) any claim, that, if true, would constitute your violation of any of the terms of this Agreement or negligence; (C) your violation of any third-party right, including without limitation any copyright, trade secret, privacy or property right; or (D) any claim that your User-Generated Content caused damage to a third-party. You agree to reimburse Psyonix on demand for any defense costs incurred by Psyonix and any payments made or loss suffered by Psyonix, whether in court judgement or a settlement, based on any matter covered by this Section 9. 10. U.S. GOVERNMENT MATTERS AND INTERNATIONAL USE
The Software is a Commercial Item (as defined at 48 C.F.R. 2.101), consisting of Commercial Computer Software and Commercial Computer Software Documentation (as used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable). The software is being licensed to U.S. government end users only as a Commercial Item and with only those rights as are granted to other licensees under this Agreement. Except as expressly set forth in this Agreement (including in our Terms of Use and Privacy Policy), Psyonix makes no representation that the Software or related materials are appropriate or available for use in locations outside the United States, and accessing them from territories where the content is illegal is prohibited. Any offer and/or information made in connection with the Software is void where prohibited. Without limiting the foregoing, you may not export or re-export the Software (a) into (or to a national resident of any United States embargoed countries or (b) to anyone on the United States Treasury Departments list of Specially Designated Nationals or the United States Department of Commerce Denied Persons List or Entity List. By accessing and using the Software, you represent and warrant that you are not located in, under control of, or a national resident of any such country or on any such list. 11. TERMINATION
This Agreement is effective until terminated by you or by Psyonix. This Agreement automatically terminates when Psyonix ceases to operate the Software servers (for games exclusively operated online), if Psyonix determines or believes your use of the Software involves or may involve fraud or money laundering or any other illicit activity, or upon your failure to comply with terms and conditions of this Agreement, including, but not limited to, the License Restrictions in Section 6 above. You may terminate this Agreement at any time by: (A) requesting Psyonix to terminate and delete your User Account that is used to access or use the Software using the method set forth in the Terms of Service, or (B) destroying and/or deleting any and all copies of all Software in your possession, custody, or control. If this Agreement terminates due to your violation of this Agreement (including our Terms of Use), Psyonix may prohibit you from re-registering or re-accessing the Software. Upon any termination of this Agreement, you must destroy or return the physical copy of Software, as well as permanently destroy all copies of the Software, accompanying documentation, associated materials, and all of its component parts in your possession or control, including from any client server, computer, gaming unit, or mobile device on which it has been installed. Upon termination of this Agreement, your rights to use the Software, including any VC or VG associated with your User Account, will terminate immediately, you must cease all use of the Software, and you must destroy all copies of the Software in your possession. The termination of this Agreement will not affect our rights or your obligations arising under this Agreement. The provisions of Sections 1, 3, 4, 5, 6, , 8, 9, 10 (with respect to rights and obligations at and after termination and the surviving provisions of this Agreement), 11, 12, and 13 survive any termination of this Agreement. Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated. 12. INJUNCTION
You hereby agree that if the terms of this Agreement are not specifically enforced, Psyonix will be irreparably damaged, and therefore you agree that Psyonix shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect any of this Agreement, including temporary and permanent injunctive relief, in addition to any other available remedies. 13. MISCELLANEOUS
This Agreement, Psyonixs Terms of Use, and Psyonixs Privacy Policy represent the complete agreement between you and Psyonix relating to use of the Software and related services and products and supersede and replace any prior agreements between you and Psyonix, whether written or oral. The original language of this agreement is English; any translations are provided for reference purposes only. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country. This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Any failure by Psyonix to enforce or exercise any provision of the Agreement or related rights shall not constitute a waiver of that right or provision. You agree that this Agreement does not convey any rights or remedies on any person other than the parties to this Agreement, except as expressly stated. Psyonix may assign this Agreement, in whole or in part, at any time. You may not assign, transfer or sublicense any or all of your rights or obligations under the Agreement without Psyonixs express prior written consent. Psyonixs performance of the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement is in derogation of Psyonixs right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Software or information provided to or gathered by Psyonix with respect to such use. In addition to any excuse provided by applicable law, Psyonix shall be excused from liability for non-delivery or delay in delivery of the Software arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, terrorism, fire, denial of service attack, internet outages, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above. The parties agree that all correspondence relating to this Agreement shall be written in the English language. Any dispute arising out of these Terms shall be resolved in accordance with the laws of the State of California, USA without reference to its conflict of law provisions or the United Nations Convention on Contracts for the International Sale of Goods. Subject to any binding-arbitration provisions set forth in our Terms of Use, you agree that any claim asserted in any legal proceeding by you or Psyonix in connection with this Agreement shall be commenced and maintained in any state or federal court located in San Diego County, California USA, having subject matter jurisdiction with respect to such dispute. You and Psyonix each agree to submit to the personal jurisdiction of such court. The prevailing party in any such proceeding shall be entitled to reimbursement of court costs, including reasonable attorneys fees, in addition to any other remedy awarded. Notwithstanding the foregoing, if (and only if) you are using or accessing the Software in the European Union, the following applies: This Agreement shall be construed under the laws of England and Wales. You agree that any claim asserted in any legal proceeding by you or Psyonix in connection with these Terms shall be commenced and maintained in any court of competent jurisdiction in London, England, and you and Psyonix each agree to submit to the personal jurisdiction of such court. You and Psyonix acknowledge and agree that the following are intended third-party beneficiaries of this Agreement: Sony Computer Entertainment, Inc. Sony Computer Entertainment America LLC, Sony Computer Entertainment Europe Ltd. There are no other third-party beneficiaries of this Agreement. I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING END USER LICENSE AGREEMENT AND AGREE THAT MY USE OF THE SOFTWARE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE END USER LICENSE AGREEMENT. Eula End User License Agreement
This Psyonix End User License Agreement was updated August 28, 2020.