IMPORTANT - READ CAREFULLY: THE NAMCO BANDAI GAMES' VIDEO GAME YOU HAVE PURCHASED (WHICH INCLUDES COMPUTER GAME, MEDIA, AND RELATED DOCUMENTATION IN PRINTED OR ELECTRONIC FORM) IS LICENSED TO YOU ON THE TERMS SET FORTH BELOW, WHICH CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND NAMCO BANDAI GAMES AMERICA INC. ("NAMCO BANDAI"). BY PLAYING THE VIDEO GAME (EITHER ON YOUR HOME CONSOLE OR IF APPLICABLE ONLINE), AND/OR INSTALLING OR OTHERWISE USING THE GAME PROGRAM, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT WITH NAMCO BANDAI. NAMCO BANDAI RESERVES THE RIGHT TO CHANGE, MODIFY, ADD, OR REMOVE PORTIONS OF THIS AGREEMENT IN ITS SOLE DISCRETION WITH OR WITHOUT NOTICE TO YOU.
The interactive Game entertainment product you purchased, including without limitation any multi-player, online, or downloadable portions thereof (the "Game") is protected by the copyright laws of the United States, international copyright treaties and conventions and other laws. The Game is licensed, and not sold, and this Agreement confers no title or ownership to the Game program or any copy thereof. In addition to the terms and conditions hereof, when using particular portions of the Game, including without limitation any multi-player, online, or downloadable content, you may be subject to additional guidelines of third party service providers.
1. PRECONDITIONS OF THE LICENSE. The grant of license as set forth in Section 2 below is specifically conditioned upon the following:
2. LIMITED USE LICENSE. NAMCO BANDAI grants you the non-exclusive, non-transferable, revocable, limited right and license use one copy of the Game solely for your personal use the Hardware. Commercial use of the Game is prohibited. To play the Game and/or access any online content related to the Game, you must have legally purchased the Game, and all applicable or required Hardware and/or third party Game to operate the Game and/or access any online, multi-player or download portion of the Game (which we do not provide). You are responsible for paying all fees and taxes for any Hardware and other costs you may incur to access the Game, including internet service or other third party charges required to access any multi-player, online or downloadable portions of the Game (if applicable). Neither this Agreement nor use of the Game entitles you to any future releases of the Game, nor to any expansions, sequels, or similar or ancillary products.
3. OWNERSHIP. All intellectual property rights in and to the Game (including but not limited to video, audio and other content incorporated therein or later downloaded) and title to any and all copies thereof are owned by NAMCO BANDAI or its licensors, and you receive no right or interest therein other than the limited license in paragraph 2 hereof.
You may not do any of the following:
4. SECURITY MEASURES/PROTECTIONS.
Certain security measures may be required in order for you to make full use of the Game, including without limitation the requirement to register the Game with a serial code, the requirement to have continual access to the Internet; and/or the acceptance of security/digital rights management features. Failure to accept the security measures may partially or completely impair your use of the Game.
5. ONLINE CONDUCT.
5.1 NAMCO BANDAI does not pre-screen content that may be posted or online chat and does not assume any responsibility or liability for content that is generated by users in connection with the Game. NAMCO BANDAI does not assume any liability for any failure to remove, or any delay in removing, content. However, we reserve the right to remove or request that the third party service provider remove content that is objectionable to us for any reason. This determination is in our sole discretion and is final. If NAMCO BANDAI objects to content that you created, NAMCO BANDAI may in its sole discretion (either itself or if applicable by request to the third party service provider): (i) remove content; (ii) give warnings; (iii) restrict your access when you break the rules; or (iv) suspend or terminate your use without any notice to you. In addition, NAMCO BANDAI, may, in its sole discretion, terminate this Agreement, in part, immediately and without notice if your online conduct breaches this Agreement or infringes any third party intellectual property rights, or if we are unable to verify or authenticate any information you provide to us. If we terminate this Agreement under these circumstances, you will lose access to any online portions of the Game.
5.2 You agree that you will be personally responsible for your use of the Game, and for all of your communication and activity in connection with Game, including any content you contribute, and that you will indemnify and hold harmless NAMCO BANDAI, its parent, affiliates, and their respective employees, officers, and directors from any liability or damages arising from your conduct in the connection with the Game.
6. USER-GENERATED CONTENT
7. LIMITATION ON DAMAGES.
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NAMCO BANDAI, ITS PARENT, SUBSIDIARIES, SUPPLIERS OR LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE POSSESSION, USE OF OR INABILITY TO USE THE GAME OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, NAMCO BANDAI'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE GAME.
7.2 NAMCO BANDAI AND ITS LICENSORS MAKE NO PROMISE OR WARRANTY THAT THE GAME OR GAME WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT NAMCO BANDAI IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE GAME, (2) ANY INCOMPATIBILITY BETWEEN THE GAME, AND OTHER SERVICES, GAME AND HARDWARE, OR (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE GAME IN AN ACCURATE OR TIMELY MANNER. THE GAME, THE GAME AND ALL OTHER SERVICES ARE PROVIDED "AS IS." EXCEPT AS DESCRIBED HEREIN OR IN OUR LIMITED WARRANTY ACCOMPANYING THE GAME, NAMCO BANDAI AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NAMCO BANDAI does not ensure continuous, error free, secure or virus-free operation of any online, multi-player or downloadable portions of the Game or continued operation or availability of any given server. Some states do not allow limitations as to how long an implied warranty lasts and/or exclusions or limitations of consequential damages, so the above limitations and/or exclusions of liability may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.
7.3 NAMCO BANDAI is not liable for any delay or failure to perform resulting from any causes beyond our reasonable control. Further, NAMCO BANDAI cannot and does not promise or ensure that you will be able to access the online, multi-player or downloadable portions of the Game whenever you want, and there may be extended periods of time when you cannot access such portions of the Game.
8. TERMINATION. Without prejudice to any other rights of NAMCO BANDAI, this Agreement will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Game and all of its component parts.
10. U.S. GOVERNMENT RESTRICTED RIGHTS. The Game and documentation have been developed entirely at private expense and are provided as "Commercial Computer Game" or "restricted computer Game," use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Game clauses in DFARS 252.227-7013 or as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Game Restricted Rights clauses at FAR 52.227-19, as applicable. The Contractor/Manufacturer is NAMCO BANDAI Games America Inc., 4555 Great America Parkway, Suite 201, Santa Clara, California 95054.
11. INJUNCTION. Because NAMCO BANDAI would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that NAMCO BANDAI shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as NAMCO BANDAI may otherwise have under applicable laws.
12. INDEMNITY. You agree to indemnify, defend and hold NAMCO BANDAI, its partners, 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 Game pursuant to the terms of this Agreement.
13. BINDING ARBITRATION. Except for any action by NAMCO BANDAI seeking injunctive relief with respect to any violation of NAMCO BANDAI's intellectual property rights by you (including in connection with any use by you of the Game in an authorized manner), any dispute between you and NAMCO BANDAI involving this Agreement shall be settled by binding arbitration in accordance with the then-in-effect Comprehensive Arbitration Rules and Procedures of JAMS (the "Rules") which can be found at http://www.jamsadr.com. The venue of the arbitration and any related proceedings shall be located in Santa Clara County, California or the largest metropolitan area that is within one hundred and fifty (150) miles of the party initiating the arbitration. If you initiate an arbitration proceeding against NAMCO BANDAI you will be required to pay a portion of the JAMS fee up to two hundred and fifty dollars ($250). If NAMCO BANDAI initiates an arbitration proceeding against you the JAMS fees will be paid by NAMCO BANDAI. There shall be a panel of three neutral arbitrators, selected in accordance with the Rules. Any unresolved discovery disputes may be brought to and disposed of by the chair of the arbitration panel. Disputes with respect to the admission, rejection and consideration of evidence shall be governed by the Federal Rules of Civil Procedure and applicable Federal law. The arbitration panel shall choose California law as the applicable substantive law and its award and decision shall conform to such law. The decision and award of the arbitration panel may be by majority. The arbitration award and decision shall be in writing and shall specify the factual and legal bases for the award and decision. Except where prohibited by law, the arbitrators may award costs and fees to the prevailing party, including the arbitrators' and administrative fees, out-of-pocket expenses, witness, expert and attorneys' fees. The prevailing Party may enforce the award and decision in any court of competent jurisdiction.
14. MISCELLANEOUS. This Agreement is governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed. Both parties submit to personal jurisdiction in California and further agree that any cause of action relating to this Agreement shall be brought in the proper state or federal court in the County of Santa Clara, State of California. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. NAMCO BANDAI's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and agreement between NAMCO BANDAI and you with respect to the subject matter hereof.
If you have any questions concerning this license, you may contact NAMCO BANDAI customer service at www.NamcoBandaiGames.com or NAMCO BANDAI Games America Inc., 1740 Technology Drive, Suite 600, San Jose, California 95110.