END-USER LICENSE AGREEMENT
Last Updated: April 2nd, 2018
1 END-USER LICENSE AGREEMENT
1.1 This End-User License Agreement (this "Agreement") is made between Eos Interactive, LLC
(“Licensor,” “we,” “us,” or “our”) and you (“you,” or “your”) as of the date you download and
install the accompanying Software. The Agreement may be periodically updated and the
current version will be posted at [http://stuido.co/the-take-end-user-license-
agreement] (the "Website"). Your continued use of the Software after a revised Agreement
has been posted constitutes your acceptance of the revised Agreement’s terms.
1.2 THE "SOFTWARE" INCLUDES ALL SOFTWARE AND MATERIAL INCLUDED IN THIS
AGREEMENT, ANY ACCOMPANYING DATA FILES, GRAPHICAL, AUDIO OR TEXTUAL
ASSETS, THE ACCOMPANYING MANUAL(S), PACKAGING, AND OTHER WRITTEN FILES,
ELECTRONIC OR ONLINE MATERIALS OR DOCUMENTATION, ANY AND ALL COPIES OF
SUCH SOFTWARE AND ITS MATERIALS, AND UPDATES, PATCHES AND UPGRADES TO THE
SOFTWARE.
1.3 THE SOFTWARE IS LICENSED, NOT SOLD. BY OPENING, DOWNLOADING, INSTALLING,
COPYING, OR OTHERWISE USING THE SOFTWARE, AND ANY OTHER MATERIALS
INCLUDED WITH THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS
AGREEMENT WITH LICENSOR.
1.4 PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL THE TERMS
OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO OPEN, DOWNLOAD, INSTALL, COPY,
OR USE THE SOFTWARE.
2 LICENSE
2.1 Subject to your strict compliance with this Agreement and its terms and conditions,
Licensor hereby grants you a nonexclusive, non-transferable, limited, and revocable right
and license to install and use one copy of the Software for your personal, non-commercial
gameplay on a single game platform (e.g. personal computer, mobile device, or gaming
console), unless otherwise expressly specified in the Software documentation. The term of
your license under this Agreement shall commence on the date that you install or otherwise
use the Software and ends on the earlier date of either your disposal of the Software or the
termination of this Agreement as provided below).
2.2 The Software is licensed, not sold, to you, and you hereby acknowledge that no title or
ownership in the Software is being transferred or assigned and this Agreement should not
be construed as a sale of any rights in the Software. Licensor retains all right, title, and
interest to the Software, including, but not limited to, all copyrights, trademarks, trade
secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects,
themes, characters, character names, stories, dialog, settings, artwork, sounds effects,
musical works, and moral rights. The Software is protected by U.S. copyright and trademark
law and applicable laws and treaties throughout the world. The Software may not be copied,
reproduced, or distributed in any manner or medium, in whole or in part, without prior
written consent from Licensor. Any persons copying, reproducing, or distributing all or any
portion of the Software in any manner or medium, will be willfully violating the copyright
laws and may be subject to civil and criminal penalties in the U.S. or their local country. The
Software contains certain licensed materials and Licensor's licensors may also protect their
rights in the event of any violation of this Agreement. All rights not expressly granted under
this Agreement are reserved by Licensor and, as applicable, its licensors.
3 LICENSE CONDITIONS
3.1 The license granted in Section 2 above is subject to your compliance with the following
explicit conditions and your violation of any such conditions constitutes a breach of this
Agreement and is beyond the scope of such license. Specifically, you agree not to:
(a) commercially exploit the Software;
(b) distribute, lease, license, sell, rent, convert into convertible currency, or otherwise
transfer or assign the Software, or any copies of the Software, including but not limited to
virtual goods or virtual currency without the express prior written consent of Licensor or as
expressly set forth in this Agreement.
(c) make a copy of the Software or any part thereof (other than as set forth herein);
(d) make a copy of the Software available on a network for use or download by multiple
users;
(e) except as otherwise specifically provided by the Software or this Agreement, use or
install the Software (or permit others to do same) on a network, for online use, or on more
than one computer or gaming unit at the same time;
(f) copy the Software onto a hard drive or other storage device in order to bypass the
requirement to run the Software on specific validly licensed hardware (this prohibition
does not apply to copies in whole or in part that may be made by the Software itself during
installation in order to run more efficiently);
(g) use or copy the Software at a computer gaming center, conference, convention, or
any other location-based site for anything other than personal use; provided, that Licensor
may offer you a separate license agreement to make the Software available for commercial
use;
(h) reverse engineer, decompile, disassemble, display, perform, prepare derivative
works based on, or otherwise modify the Software, in whole or in part;
(i) remove or modify any proprietary notices, marks, or labels contained on or within
the Software;
(j) restrict or inhibit any other user from using and enjoying any online features of the
Software;
(k) cheat or utilize any unauthorized robot, spider, or other program in connection with
any online features of the Software;
(l) violate any terms, policies, licenses, or code of conduct for any online features of the
Software; or
(m) transport, export, or re-export (directly or indirectly) into any country forbidden to
receive the Software by any U.S. export laws or regulations or U.S. economic sanctions or
otherwise violate any laws or regulations, or the laws of the country in which the Software
was obtained, which may be amended from time to time.
3.2 Updates and Patches. We may provide updates, patches and other modifications to the Game
Software that must be installed for the user to continue to play the game properly or at all.
We may update, patch or modify the Game Software remotely and access the Game Software
residing on your machine for such purpose, and you hereby grant to us the right to deploy
and apply such patches, updates and modifications.
3.3 User Feedback. In consideration of granting you a license to use the Software, we may solicit
feedback, suggestions, and bug reports, and other information from you regarding your use
of the Software (“User Feedback”), and we may collect technical information about your use
of the Software to help us improve the Software. If you provide any User Feedback, you
agree we may make full use of and User Feedback, and any rights associated therewith, be
they protectable under any form of intellectual property or not. You grant us a worldwide,
perpetual, sublicensable (through multiple tiers), nonexclusive, irrevocable, fully-paid
license to use, sell, modify, prepare derivative works of, and otherwise exploit the User
Feedback.
4 ACCESS TO SPECIAL FEATURES AND/OR SERVICES, INCLUDING DIGITAL COPIES
4.1 Software download, redemption of a unique serial code, registration of the Software,
membership in a third-party service and/or membership in a Licensor service (including
acceptance of related terms and policies) may be required to activate the Software, access
digital copies of the Software, or access certain un-lockable, downloadable, online, or other
special content, services, and/or functions (collectively, "Special Features"). Access to
Special Features is limited to a single User Account (as defined below) per serial code and
access to Special Features cannot be transferred, sold, leased, licensed, rented, converted
into convertible virtual currency, or re-registered by another user unless otherwise
expressly specified. The provisions of this paragraph supersede any other term in this
Agreement.
5 TRANSFER OF PRE-RECORDED COPY LICENSE
5.1 If applicable you may transfer the entire physical copy of pre-recorded Software (and
accompanying documentation on a permanent basis to another person as long as you retain
no copies (including archival or backup copies) of the Software, accompanying
documentation, or any portion or component of the Software or accompanying
documentation, and the recipient agrees to the terms of this Agreement. Transfer of the pre-
recorded copy license may require you to take specific steps, as set forth in the Software
documentation. Special Features, including content otherwise unavailable without a single-
use serial code, are not transferrable to another person under any circumstances, and
Special Features may cease functioning if the original installation copy of the Software is
deleted or the pre-recorded copy is unavailable to the user. The Software is intended for
private use only. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER ANY
PRE-RELEASE COPIES OF THE SOFTWARE.
6 TECHNICAL PROTECTIONS
6.1 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. Licensor
reserves the right to monitor the 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. If the Software permits access to
Special Features, only one copy of the Software may access those Special Features at one
time. 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, Licensor 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.
7 OWNERSHIP OF SOFTWARE
7.1 Software and Software Materials. You acknowledge and agree that Licensor (or our
sublicensors as applicable) owns all right, title and interest in and to the Software and all
materials, content and assets included with or incorporated in the Software (“Software
Materials”), including, without limitation, any intellectual property rights therein. We
reserve all rights in the Software and the Software Materials, and nothing in this Agreement
shall be construed as a license or transfer of any rights whatsoever in the Software or
Software Materials except as explicitly stated herein.
7.2 You agree that you shall not remove, obscure, or alter any proprietary rights notices
(including copyright and trademark notices) which may be affixed to or contained within
the Software.
7.3 You agree that in using the Service, you will not use any trademark, service mark, trade
name, logo of any company or organization in a way that is likely or intended to cause
confusion about the owner or authorized user of such marks, names or logos.
8 INTERNET CONNECTION; HARDWARE REQUIREMENTS
8.1 The Software may require an internet connection to access internet-based features,
authenticate the Software, or perform other functions. You agree that some or all features of
the Software may be inaccessible in the absence of an internet connection. Further, Licensor
makes no warranty whatsoever that servers or internet services required to enable some or
all features of the Software will be available at any specific time.
8.2 The Software may require specific hardware capabilities and/or specialized hardware
accessories (such as a VR headset). You agree that some or all features of the Software may
be inaccessible if you lack the requisite hardware.
9 USER ACCOUNTS
9.1 In order to use the Software or a software feature, or for certain features of the Software to
operate properly, you may be required to have and maintain a valid and active user account
with an online service, such as a third-party gaming platform or social network account
("Third-Party Account"), or an account with Licensor or a Licensor affiliate, as set forth in
the Software documentation. If you do not maintain such accounts, then certain features of
the Software may not operate or may cease to function properly, either in whole or in part.
The Software may also require you to create a Software-specific user account with Licensor
or a Licensor affiliate ("User Account") in order to access the Software and its functionality
and features. Your User Account log-in may be associated with a Third-Party Account. You
are responsible for all use and the security of your User Accounts and any Third-Party
Accounts that you use to access and use the Software.
10 SOFTWARE STORE TERMS
10.1 You may have purchased this license to the Software through a third party platform or
online platform or store (each referred to herein as a “Software Store”) including without
limitation Steam, PSN, the Xbox store, the Apple App Store and the Android Marketplace.
This Agreement and the provision of the Software through any Software Store is subject to
the additional terms and conditions set forth on or in, or required by the applicable
Software Store. All such applicable terms and conditions are incorporated herein by this
reference. Licensor is not responsible or liable to you for any credit card or bank-related
charges or other charges or fees related to your purchase transactions within the Software
or through a Software Store. All such transactions are administered by the Software Store,
not Licensor. Licensor expressly disclaims any liability for any such transactions, and you
agree that your sole remedy regarding all transactions is from or through such Software
Store.
10.2 This Agreement is solely between you and Licensor, and not with any Software Store. You
acknowledge that the Software Store has no obligation to furnish any maintenance or
support services to you in connection with the Software. Except for the foregoing, to the
maximum extent permitted by applicable law, the Software Store will have no other
warranty obligation whatsoever with respect to the Software. Any claim in connection with
the Software related to product liability, a failure to conform to applicable legal or
regulatory requirements, claims under consumer protection or similar legislation or
intellectual property infringement are governed by this Agreement, and the Software Store
is not responsible for such claims. You must comply with the Software Store Terms of
Service and any other Software Store applicable rules or policies. The license to the
Software is a non-transferable license to use the Software only on an applicable device that
you own or control. You represent that you are not located in any U.S.-embargoed countries
or other geographical areas or on the U.S. Treasury Department's list of Specially
Designated Nationals or the U.S. Department of Commerce Denied Person's list or Entity
List. The Software Store is a third-party beneficiary to this Agreement and may enforce this
Agreement against you.
11 INFORMATION COLLECTION & USAGE
11.1 By installing and using the Software, you consent to the information collection and usage
terms set forth in this section and Licensor's Privacy Policy, including without limitation
(where applicable) the collection of game play information in anonymized form of your use
of the Software for the improvement of our Software, such as, without limitation, your click
rate, session time, daily active users, retention time and/ or churn. Furthermore, you agree
to (i) the transfer of any of your personal information and other information to Licensor, its
affiliates, vendors, and business partners, and to certain other third parties, such as
governmental authorities (in compliance with applicable laws), in the U.S. and other
countries located outside Europe or your home country, including countries that may have
lower standards of privacy protection; (ii) the public display of your data, such as
identification of your user-created content (if applicable) or displaying your scores, ranking,
achievements, and other gameplay data on websites and other platforms; (iii) the sharing of
your gameplay data with hardware manufacturers, platform hosts, and Licensor's
marketing partners; and (iv) other uses and disclosures of your personal information or
other information as specified in the above-referenced Privacy Policy, as amended from
time to time. If you do not want your information used or shared in this manner, do not
install or use the Software.
12 WARRANTY
12.1 LIMITED WARRANTY: Licensor makes no warranty against interference with your
enjoyment of the Software; that the Software will meet your requirements; that operation of
the Software will be uninterrupted or error-free (this includes any interruption or
malfunction on the part of third party services included and or used in the Software); or
that the Software will be compatible with third party software or hardware or that any
errors in the Software will be corrected. No oral or written advice provided by Licensor or
any authorized representative shall create a warranty. Because some jurisdictions do not
allow the exclusion of or limitations on implied warranties or the limitations on the
applicable statutory rights of a consumer, some or all of the above exclusions and
limitations may not apply to you.
12.2 Except as set forth above, this warranty is in lieu of all other warranties, whether oral or
written, express or implied, including any other warranty of merchantability, fitness for a
particular purpose, or non-infringement, and no other representations or warranties of any
kind shall be binding on Licensor.
13 INDEMNITY
13.1 You agree to indemnify, defend, and hold Licensor, its partners, licensors, affiliates,
contractors, officers, directors, employees, and agents harmless from all damages, losses,
and expenses arising directly or indirectly from your acts and omissions to act in using the
Software pursuant to the terms of the Agreement.
13.2 IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE, OR MALFUNCTION OF
THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF
GOODWILL, COMPUTER FAILURE OR MALFUNCTION, AND, TO THE EXTENT PERMITTED
BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, OR LOST PROFITS OR
PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING
NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, WHETHER OR NOT
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL LICENSOR'S LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE
LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE.
13.3 IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS
HEREUNDER BY YOU, REGARDLESS OF THE FORM OF ACTION, EVER EXCEED THE
GREATER OF THE FEES PAID BY YOU TO LICENSOR FOR THE PRECEDING TWELVE (12)
MONTH PERIOD FOR ANYTHING RELATING TO THE SOFTWARE OR US$200, WHICHEVER
IS GREATER.
13.4 BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS AND/OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, DEATH, OR PERSONAL INJURY RESULTING
FROM NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, THESE LIMITATIONS AND/OR
EXCLUSIONS AND ANY EXCLUSION OR LIMITATION OTHERWISE RESULTING FROM THE
ABOVE INDEMNITY MAY NOT APPLY TO YOU. THIS WARRANTY SHALL NOT BE
APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS
WARRANTY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH
CANNOT BE PRE-EMPTED. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND
YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
13.5 WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORK
AND OTHER PORTIONS OF THE INTERNET, WIRELESS NETWORKS, OR OTHER THIRD-
PARTY NETWORKS. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF
THE INTERNET AND WIRELESS SERVICES PROVIDED OR CONTROLLED BY THIRD
PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES MAY IMPAIR OR
DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS
THEREOF. WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.
ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO
THIRD-PARTY ACTIONS OR INACTIONS THAT IMPAIR OR DISRUPT YOUR CONNECTIONS
TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF OR THE USE OF THE
SOFTWARE AND RELATED SERVICES AND PRODUCTS.
14 TERMINATION
14.1 This Agreement is effective until terminated by you or by the Licensor. This Agreement
automatically terminates when Licensor ceases to operate the Software servers (for games
exclusively operated online), if Licensor 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 Conditions above. You may terminate this Agreement at any time by (i)
requesting Licensor 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 (if applicable) or (ii)
destroying and/or deleting any and all copies of all Software in your possession, custody, or
control.
14.2 Deleting the Software from your Game Platform will not delete the information associated
with your User Account. If you reinstall the Software using the same User Account, then you
may still have access to your prior User Account information. If this Agreement terminates
due to your violation of this Agreement, Licensor may prohibit you from re-registering or
re-accessing the Software. Upon any termination of this Agreement, you must destroy or
return any physical copy of Software to Licensor, 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, will terminate immediately, and you must cease
all use of the Software. The termination of this Agreement will not affect Licensor’s rights or
your obligations arising under this Agreement.
15 EQUITABLE REMEDIES
15.1 You hereby agree that if the terms of this Agreement are not specifically enforced, Licensor
will be irreparably damaged, and therefore you agree that Licensor 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.
16 TAXES AND EXPENSES
16.1 You shall be responsible for and shall pay and shall indemnify and hold harmless Licensor
and any and all of its affiliates, officers, directors, and employees against all taxes, duties,
and levies of any kind imposed by any governmental entity with respect to the transactions
contemplated under the this Agreement, including interest and penalties thereon (exclusive
of taxes on Licensor's net income), irrespective of whether included in any invoice sent to
you at any time by Licensor. You shall provide copies of any and all exemption certificates to
Licensor if you are entitled to any exemption. All expenses and costs incurred by you in
connection with your activities hereunder, if any, are your sole responsibility. You are not
entitled to reimbursement from Licensor for any expenses, and will hold Licensor harmless
therefrom.
17 TERMS OF SERVICE/PRIVACY POLICY
17.1 Your access to and use of the Software is subject to this Agreement, and is further subject to,
if applicable, any related Software documentation, additional Terms of Service and/or
Privacy Policies (“Additional Terms”), all of which are hereby incorporated into this
Agreement by reference. This Agreement represent the complete agreement between you
and Licensor relating to your use of the Software and related services and products, and
supersedes and replaces any prior agreements between you and Licensor, whether written
or oral. To the extent there is a conflict between this Agreement and any Additional Terms,
this Agreement shall control.
18 SEVERABILITY
18.1 If any provision of this Agreement is held to be unenforceable for any reason, such
provision shall be reformed only to the extent necessary to make it enforceable and the
remaining provisions of this Agreement shall not be affected.
19 GOVERNING LAW
19.1 This Agreement shall be construed (without regard to conflicts or choice of law principles)
under the laws of the State of New York, except as governed by federal law. Unless expressly
waived by Licensor in writing for the particular instance or contrary to local law, the sole
and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be
the state and federal courts located in Licensor's principal corporate place of business in
New York, NY.). You and Licensor consent to the jurisdiction of such courts and agree that
process may be served in the manner provided herein for giving of notices or otherwise as
allowed by New York state or federal law. You and Licensor agree that the UN Convention
on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this
Agreement or to any dispute or transaction arising out of this Agreement.
21 CONTACT/QUESTIONS
21.1 If you have any questions concerning this agreement, you may contact us by email at
rob@stuido.co