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LICENSE AGREEMENT
IF YOU DOWNLOAD, COPY OR IN ANY OTHER AUTHORIZED WAY USE THE GAME OF DISQUIRE LTD OR ITS PARTS, INCLUDING IF YOU START PARTICIPATING IN GAMING PROCESS, YOU AGREE THAT YOU FULLY READ, UNDERSTAND, AGREE AND ACCEPT THE LICENSE AGREEMENT OUTLINED BELOW, UNDERTAKE TO COMPLY WITH IT AND BE HELD RESPONSIBLE FOR ITS BREACH.
TERMS OF THE LICENSE AGREEMENT AND KEY DOCUMENTS SPECIFIED IN THE FOLLOWING AGREEMENT SHALL BE SUBSTANTIAL AND BINDING.
This License Agreement (hereinafter – the Agreement) in electronic form shall regulate the relationship between You – the Licensee (hereinafter – the User) and the Licensor – DISQUIRE LTD (hereinafter – the Company or the Copyright Holder, the detailed information is provided in Section 16) in relation to the Game DEUTERIUM WARS. The User and the Company also may be named separately the Party, and together – the Parties.
This Agreement is an integral part of the User Agreement.
1. DEFINITIONS IN THE AGREEMENT
The meaning of terms, defined in this Agreement, shall remain unchanged, regardless of number and case, in which they are used, as well as whether they are written from capital or lowercase letter.
Moreover, all terms and definitions, used in this Agreement shall have the same meaning as in the User Agreement, unless otherwise stated.
1.1 Account / User’s Account – User’s Account in the Game, controlled by the Copyright Holder and which contains Account Data.
1.2 Bonus Features of the Game – functional (software) options of the Game, that enables the User to receive expanded access to the Game through the acquisition of Virtual Items for the Virtual Currency.
1.3 Game – any interactive online computer game, hosted on a domain , and any other their subdomains, as well as other third-parties resources that is a software and includes Client-End of the Game (if the Client-Side of the Game is provided by its features) and Game Resources, including all applications and updates of the Game and Server-Side of the Game. The Game also includes (among others); a) Game Chat; b) servers; c) server and other software; g) applications; d) Website of the Game, the forum of the Game; e) databases necessary for the use of the Game under this Agreement.
1.4 Key Documents – Privacy Policy and User Agreement.
1.5 License – simple non-exclusive revocable license, which the Copyright Holder provides to the User for personal and non-commercial use of the Game.
1.6 Privacy Policy – document that governs the use and purpose of collection, use, processing, storage, distribution (transfer) and disposal of personal information of Users, clauses on User’s privacy protection, types, purposes and procedure for storage, use and disposal of cookie files on Users’ Devices.
1.7 Use of the Game – allowable use of the Game: start of the Game by the Users; the use of technical capacities of the Game free of charge or on a paid basis, performance of actions, necessary for the functioning of the Game in accordance with its purpose.
1.8 User – a natural person who entered the Game through the Website or through the websites of the Copyright Holders’ Partners, External Platforms, and who uses the Game and/ or its test versions, game services, materials, other services, including on a paid basis, both before and after the registration procedure.
1.9 User Agreement – a document that regulates the use and purposes of the access to and the use of the Game, the Website and the Services, provided to the Users.
1.10 Copyright Holder – DISQUIRE LTD, the company which grants the right to use the Game under conditions of the non-exclusive license to the Users and performs public disclosure, dissemination, operating, maintenance, administration of the Game. The Copyright Holder provides the right to use the Game, as well as access to the Game for the Users.
1.11 Website – internet-site, which is available at: , , and at subdomains of , , which provides the User with access to the Copyright Holder’s resources, including for the User’s participation in the Game. The Copyright Holder shall publish information, binding upon the Users on the Website, as well as on official pages in social media , , .
1.12 Digital Content – Virtual Currency and Virtual Items, provided to the User on a paid basis and under conditions of simple non-exclusive, non-transferable and revocable license.
2. AMENDMENTS TO THE AGREEMENT
2.1 The Copyright Holder shall reserve the right to suspend, supplement, terminate, amend and/or finalize this Agreement and/or documents, which are considered to be an integral part of this Agreement, at any time, when it deems necessary, notifying the User by placing the updated version of this Agreement on the Website and/or by e-mail or by other means at the discretion of the Copyright Holder.
2.2 Any amendments, attachments shall enter into force upon the publication of relevant amendments, attachments on the Website.
2.3 The further use of the Game and/or the Website shall mean full and unconditional acceptance of the amended version of this Agreement and/or documents, which constitute an integral part of this Agreement.
2.4 The Copyright Holder urges the User to regularly review this Agreement to be aware of any amendments and attachments. If the User does not agree with any part of this Agreement, he\she shall immediately terminate the use of the Game and/or the Website and, if necessary, notify the Copyright Holder about disagreement, so that the Copyright Holder can take the necessary steps, which can include the unavailability for the User to use the Game and/or the Website.
2.5 The Copyright Holder shall not be obliged to check, whether the User uses the Game and/or the Website in accordance with the updated version of this Agreement. The version of the Agreement, published on the Website, shall be considered as effective and relevant version, which is binding for the User. The User must get himself\herself acquainted with of the latest versions of this Agreement and latest versions of other documents which are an integral part of this Agreement on his\her own.
3. TERMS OF THE AGREEMENT
3.1 Before starting to use the Game, the User shall read and accept terms of this Agreement, as well as terms of Key Documents.
3.2 This Agreement shall be concluded at the moment the User accepts the terms of the Agreement and Key Documents. The actual use of the Game by the User shall also mean the acceptance of the terms of the Agreement and Key Documents and shall be equal to conclusion of this Agreement. The User shall undertake the obligation to comply with the terms of the Agreement and Key Documents since the conclusion of the Agreement.
4. ACCEPTANCE OF THE AGREEMENT
4.1 This Agreement shall constitute a written offer, namely, the offer to conclude this Agreement, establishing a legal relationship between the Copyright Holder and the User on below conditions. The acceptance, namely acceptance of all terms of the offer, shall refer to performance of actual actions on the use of the Game by the User, game services and/or registration in the Game.
4.2 In performing the actual actions on use of the Game by whatever means and/or by registering in the Game and by clicking «I accept the terms» button, the User confirms that he\she read, understood, agreed and unconditionally accepted this Agreement, as stated hereunder, and accepted any documents, which shall constitute an integral part of this Agreement.
4.3 This Agreement and documents, which are an integral part of this Agreement, shall be the official source for any dispute, related to the use of the Game, the Website, the Services of the Copyright Holder.
4.4 The User shall hereby guarantee, that he\she is a natural person, with the full legal capacity to enter into this Agreement and to use the Game, in accordance with applicable Legislation and is not subject to any legal restrictions on the use of the Game, game services; as well as he\she received all necessary permits in the form, prescribed by the law. By accepting the terms of this Agreement, the User confirms, that he\she meets the specified requirements, and/or obtained necessary permission in the form, required by the law.
4.5 The Use of the Game, the Website, Digital Content and any other information, contained in the Game, is performed exclusively in accordance with this Agreement and documents, which constitute an integral part of this Agreement.
4.6 In performing the actual actions on use of the Game by whatever means and/or by registering in the Game and by clicking «I accept the terms» button, the User confirms that he wants and agrees to receive electronic newsletter (electronic messages, letters, short messages), which contain information about news and/or updates in the Game, advertising materials of the Copyright Holder and partners of the Copyright Holder (electronic mail-out), distributed by the Copyright Holder and/or by partners of the Copyright Holder.
Starting from the moment of the User’s consent to receive electronic newsletter the Copyright Holder and/or partners of the Copyright Holder shall have the right to make the newsletter of any nature consistent with legislation (including, but not limited to e-mail messaging etc.) to the Users.
4.7 If the User does not want the partners of the Copyright Holder to send him/her a newsletter, the User may refuse from the subscription at any time, by clicking the link, indicated at the bottom of the e-mail.
5. SCOPE OF THE AGREEMENT
5.1 In accordance with terms of this Agreement, the Copyright Holder shall provide the User with the right to use the Game and Bonus Features of the Game personally under conditions of simple non-exclusive non-transferable and revocable license with the Copyright Holder retaining the right to use the Game independently and to provide other persons with licenses.
5.2 Operation and maintenance of the Game, as well as provision of access to the Game by the Users shall be carried out exclusively by the Copyright Holder.
5.3 The concept of the Game is based on the well-known model free-to-play (“free game”), which means that the User shall have the right to use the Game by participating in the Game without subscription fee and without any other mandatory fees, which are necessary for the participation in the Game after accepting this Agreement.
5.4 The Copyright Holder shall be considered as the owner of a necessary scope of the rights to the Game and to all its parts, considered both separately and jointly. The Copyright Holder has the right to use, operate and distribute the Game on relevant territories.
5.5 The right to use the Bonus Features of the Game shall be considered to have been provided when the Virtual Currency is transferred to the User’s in-game account. Further use of Virtual Currency by the User is carried out exclusively within game process and does not give rise to liability of the Copyright Holder for its use/non-use by the User.
5.6 Transfer of money into Virtual Currency to purchase Virtual Items and use of Bonus Features of the Game shall not be a necessary condition for the User’s participation in the Game or acquisition of the right to use the Game by the User. The right to use the Bonus Features of the Game shall be provided according to the User’s request and desire.
5.7 Bonus Features of the Game shall be the part of the Game and are not a separate program; and thus the rights to use it can only be performed by the User in relation to the use of the Game.
5.8 The User shall have the right to use the Game exclusively for personal non-commercial purposes and shall have no right to transfer the right to use the Game to third parties.
5.9 This License shall be valid starting from the moment of the first use of the Game by the User and until the User stops using the Game or this Agreement is otherwise dissolved or terminated by the Copyright Holder.
5.10 This License shall be valid for the term of validity of the Copyright Holder’s exclusive right to the Game, provided this Agreement will not be terminated or dissolved earlier.
5.11 The Copyright Holder shall provide the right to use the Game under this Agreement worldwide.
5.12 The transfer of the exclusive right to the Game to the new copyright holder shall not be the ground for change or termination of this Agreement.
6. GAME TESTING
6.1 The User shall receive the status of the alpha- or beta-tester (depending on the testing stage) if he/she has the right to participate in the Game testing (the User receives the invitation to participate in testing). The testing is conducted solely to evaluate software capacities of the Game and identify errors. However, while testing the User shall not be granted rights and benefits, specified herein.
6.2 The Copyright Holder shall not be responsible for events, occurring within the testing process. The User agrees and understands that he/she participates in alpha- or beta-testing at his/her own risk and the Game may contain errors and inaccuracies. Any command and data can be deactivated and deleted at any time during or after the testing, except for the specified cases within the open testing. The Copyright Holder shall not be responsible for ensuring continuous access to the Game during testing. Any information, obtained during testing shall remain confidential and shall not be disclosed by the User. The User is prohibited from broadcasting or recording the Game, as well as discussing gaming experience outside private forums of the Company and official pages of the Company on social media, devoted to the Game testing.
6.3 To participate in the testing, it is required to undergo the authorization and to participate in person. The access to the testing may be terminated at any time due to the breach of this Agreement, Key Documents and other regulations of the Company. If alpha- or beta-tester infringes the terms of use of the Game during testing, the Copyright Holder has a right to limit the rights of such person, received under this Agreement with regard to any Game.
6.4 The Copyright Holder may terminate the testing at any time and by any reason, as well as without reasons. When terminating the testing the User shall delete all Game components, located on the User’s Devices, as well as all documents and materials, received from the Copyright Holder with regard to the testing.
6.5 The User agrees that the termination of the testing by the Copyright Holder shall not lead to any compensation, including but not limited to the compensation for the game time.
7. RIGHTS AND OBLIGATIONS OF THE USER
The User has the right to use the Game and its Bonus Features as followed:
7.1 To participate in the Game by creating an Account and a game character and to modify the content of the Game in the course of such participation, in compliance with the Game rules;
7.2 To use the Bonus Features of the Game in accordance with this Agreement in case the User paid for the relevant right to use the Bonus Features of the Game (acquired the Virtual Currency).
The User is obliged:
7.3 To comply with the terms of Key Documents. In case of disagreement with the relevant Agreement the Licensee is obliged to terminate the usage of the Game, as well as to deinstall its client-side software;
7.4 To use the Game and inactivated data and commands exclusively within this Agreement;
7.5 When registering the Account to indicate true information;
7.6 Independently to take measures to ensure the security of his/her Account in the Game and prevent the unauthorized use of such account(s) by third parties. The User undertakes not to disclose and transmit his (her) authorization data as the User of the Game to third parties;
7.7 Comply with instructions of the Copyright Holder, obtained on a case-by-case basis or in a general way, including user’s support center, the Website of the Game, the Game Forum and other means of communication. The Copyright Holder shall have the right to suspend, limit or terminate this Agreement, and the access to the Account in the event of non-compliance of such instructions;
7.8 Upon the request of the Copyright Holder to provide information, necessary to fulfill the conditions of the Agreement and comply with the laws;
7.9 To pay any damages to the Copyright Holder, other Users and third parties, raised by the User’s actions, including for the breach of this Agreement, intellectual property rights and other rights;
8. The User shall not:
8.1 Use automated scripts to collect information or in any other manner to interact with the Game;
8.2 Use information about other users to send unsolicited information (spam);
8.3 Post objects of intellectual property in the Game without prior consent of the Copyright Holders;
8.4 Post personal information of third parties without their consent, including home addresses, phone numbers and passport details;
8.5 Post advertisement in the Game, commercial offers, promotional and any other aggressive information, unless permitted by the Copyright Holder;
8.6 Post materials, which insult or humiliate honor and dignity of other Users or third parties, as well as links to such materials;
8.7 Post or in any other way use swear words, insulting and offensive words and phrases, including in the Username;
8.8 Post malicious software or links to sources, which contain or may contain such software;
8.9 Post materials in the Game with elements of violence racial, inter-ethic, interracial or religious strife, as well as links to these materials;
8.10 Promote in the Game criminal and other illegal activity, as well as to post instructions regarding commission of illegal actions;
8.11 Post in the Game any other information which in the view of the Copyright Holder breaches Legislation, moral principles and ethics or is not desirable;
8.12 Commit criminal and other illegal actions with the Game;
8.13 Copy, broadcast, distribute, publish and in any other manner disseminate and play textual graphics, audio or video materials of The Game without written consent of the Copyright Holder;
8.14 Examine program code, decompile, disassemble, modify the Game, its components and elements, as well as to develop derivative products based on the Game, its components and elements without written consent of the Copyright Holder;
8.15 Translate the Game into other languages without a consent of the Copyright Holder;
8.16 Disseminate for commercial or non-commercial purposes the client-side of the Game or its copies, by means of dissemination on the tangible medium, as well as by posting on the internet for access and downloading by certain persons or by a general public;
8.17 Disseminate for commercial and non-commercial purposes activated and/or non-activated data and commands, audiovisual elements, images, as well as other objects of intellectual property, present in the Game (unless the Copyright Holder permitted);
8.18 Transfer rights related to the Game, including rights on non-activated data and commands for commercial and non-commercial purposes to third parties, including by transferring the Account, signing any contract or in any other manner;
8.19 Use the Account of any other person;
8.20 Dispose or in any other manner transfer Account of other User, including by means of barter or gift;
8.21 Use the Game in a mode that had not been agreed upon in this Agreement and going beyond usual gaming process or use of the program for the Devices.
8.22 Breach of Copyright Holder’s exclusive rights by the User shall constitute the basis for termination of the use of the Game, as well as may be the ground to be held liable.
8.23 Neither binary, nor source code shall be used or redesigned to reproduce the algorithm of the program, which shall be the private property, without written consent of the Copyright Holder.
9. RIGHTS AND OBLIGATIONS OF THE COPYRIGHT HOLDER
Obligations of the Copyright Holder
9.1. According to the conditions set forth in this Agreement, to provide the opportunity to the User to participate in the Game, to provide the right to use the Game as a software program and/or database and Bonus Features;
9.2. To subject to the conditions set forth in this Agreement, to ensure functional gameplay;
9.3. To notify the User of changes to the terms of this Agreement by publishing information on the changes on the Game Website;
9.4. To provide the User the opportunity to access the Game for free via the Internet from the Website, unless this Agreement provides otherwise.
Rights of the Copyright Holder
9.5. At any time, to unilaterally reduce, expand, or change the contents of the Game without prior notice to the User;
9.6. To direct the Game and gameplay according to its sole discretion, to suspend or change the course of gameplay, or to change the rules of the Game without prior notice to the User;
9.7. At any time, to modify or delete any information posted by the User on the Website, on official social media pages of the Game or the Copyright Holder, including statements and announcements made by the User;
9.8. At any time, to suspend, restrict, and/or terminate the User's access to the Game in accordance with the terms of this Agreement, including cases where such action is due to the User's non-compliance with the terms of this Agreement or the Game rules;
9.9. To send Users messages that are of an informational or technical character and related to the Game;
9.10. During gameplay, to make comments to Users to warn, notify, or inform them of non-compliance with the Game rules or with other terms of this Agreement. Such comments from the Copyright Holder provided during gameplay must be complied with by the User.
9.11. At any time, to alter, amend, or modify the Game or any of its parts, including the client-side of the Game, without providing any prior notice to the User;
9.12. To take any steps not prohibited by law to protect the Copyright Holder's intellectual property rights in respect to the Game;
9.13. In the case of a suspension, limitation, or termination of the User's access to the Game in connection with User's breach of this Agreement or the Game rules, to renew the User's access to the Game by early unblocking of the User's game account. The procedure and conditions for such unblocking shall be determined at the discretion of the Copyright Holder.
9.14. At any time, to discontinue providing access to the Game or the ability to use the Game (to disable the Game), and/or any of its functionality, without prior notice to the User.
9.15. If the User violates any of the terms of this Agreement, to penalize the User to the extent determined by the Copyright Holder. Possible penalties include the suspension of the User's rights to use the Game and/or Bonus Features, shortening of the User's rights to use the Game and/or Bonus Features, disabling certain features of the Game and/or Bonus Features, and others.
The Copyright Holder does not guarantee that:
9.16. The Game will meet the subjective requirements and expectations of the User;
9.17. Gameplay in the Game and/or on the Website of the Copyright Holder, as well as the provision of rights to use the Game and/or Bonus Features, will proceed smoothly, rapidly, without any technical glitches, reliably, and without errors;
9.18. The results that are obtained using the software and database of the Game by participating in the Game and by using Bonus Features will be without errors;
9.19. The quality of gameplay, any aspect of the Game or its Bonus Features, the information obtained during the Game or when using the software and the database provided on the Website of the Licensor will meet the Licensee's expectations;
9.20. The Game will be available for 24-hour use, at any particular time, or for any particular period of time.
The Copyright Holder shall not be liable for direct or indirect damages to the User or any other third parties, whose damages arise out of:
9.21. The use or inability to use the Website or the Game;
9.22. Unauthorized access, by third parties, of any personal information of User, including the account in the Game;
9.23. The statements or conduct of any third party on the Website or in the Game.
The Copyright Holder shall not be obligated to provide to the User any evidence, documents, etc., confirming the breach of conditions of this Agreement by the User that resulted in denied access to the Game or game valuables (including Bonus Features) by the User or termination or restriction of such access.
10. AUTOMATIC UPDATES
10.1. From time to time component parts of the Game shall be renewed and/or modified.
10.2. By accepting this Agreement, the User agrees to receive and install updates automatically.
10.3. Updates may contain terms, according to which the Bonus Features (Virtual Items) may be seized and/or modified. In compensation for seized Items of the Bonus Features the User receives the compensation in the form of Virtual Currency, the amount of which is determined at the Copyright Holder’s discretion.
11. INDEMNIFICATION
11.1. The User agrees to indemnify, as well as to defend the Copyright Holder and its employees, directors, agents, successors from any and all losses, liabilities, damages and claims, and all related expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) and costs related to, arising from, or in connection with any third-party claim related to, arising from, or in connection with the actual or alleged:
(i) infringement by the User (except when such breach is exclusively attributable to Game) of any third-party intellectual property and/or proprietary right, including, but not limited to, patent, trademark, copyright, trade secret, publicity and/or privacy,
(ii) personal injury (including death) or property damage due to the gross negligence or intentional misconduct of the User, and/or
(iii) breach by the User of any of its representations, warranties, obligations, and/or covenants set forth herein.
11.2. Solely for the purpose of preventing unlicensed use of the Game, the software may install and use on Device technological measures that are designed to prevent unlicensed use. The Copyright Holder may use this technology to confirm that the User has a licensed copy of the Game. During this process, the Copyright Holder will not collect any personally identifiable information from the User's computer.
12. AGREEMENT SUSPENSION
12.1. Without limiting any other remedies, the Copyright Holder may limit, suspend, terminate, modify, or delete Accounts or access to the Game or components thereof of the Copyright Holder reasonably suspects that the User fails to comply with or breaches any terms of this Agreement or suspected illegal or improper use of the Game.
12.2. In the event of account termination or other limitations, described above, the User may loose any benefits, privileges, earned or purchased Virtual Items, Virtual Currency, associated with the use of the Game, and the Copyright Holder is under no obligation to compensate any such losses or results.
12.3. The User hereby warrants that: (i) all information provided to the Copyright Holder in connection with this Agreement is true and accurate; (ii) the User has full legal power to enter into this Agreement; (iii) the User shall perform all his/her obligations under this Agreement in accordance with applicable Legislation.
13. APPLICABLE LAW AND ARBITRATION
13.1. This Agreement, its interpretation, validity and enforcement, as well as claims, rights and duties of the Parties shall be defined and governed in all respects by the laws of England and Wales.
13.2. All disputes between the Parties arising from or in relation to this Agreement, including with regard to the interpretation, executing, breach, termination or invalidity of this Agreement shall be settled by amicable negotiations. In the case of failure to reach an agreement between the Parties through negotiations within thirty (30) calendar days after the beginning of the dispute examination, the dispute shall be submitted by any interested Party to the arbitration.
13.3. All disputes, controversies and claims between the Parties arising from or in relation to this Agreement, including with regard to the interpretation, executing, breach, termination or invalidity shall be settled by The International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules.
The Arbitration Court shall be composed of one arbitrator.
Place of arbitration: City of Kyiv, Ukraine.
Language(s) of the arbitration shall be Ukrainian, Russian, or English.
13.4. Any award granted by the arbitrator shall be final and binding upon the Parties. No provisions of this Section shall limit the Party’s right to bright a claim to the court against other Party for the following purposes (a) presenting claims about the use of interim measures or injunction and/or (b) enforcement of the arbitration award, rendered in accordance with this Section.
14. FORCE MAJEURE
14.1. In the event of force majeure, caused directly or indirectly by floods, fires, earthquakes, epidemics, military conflicts, military coups, as well as by any unforeseen event beyond reasonable control of the parties, the term for the performance of respective obligations shall be extended for a reasonable period of time, and non-performance or delayed performance of the Agreement shall not constitute the breach of this Agreement.
14.2. Parties shall notify each other in writing about the beginning and the ending of the force majeure circumstances, hindering the performance of obligations under this Agreement. In the event of failure to notify immediately the counterparty about the existence of abovementioned circumstances, the Party shall perform its obligations at the earliest opportunity.
15. INTELLECTUAL PROPERTY
15.1. The exclusive right to the Game. Source and object code (including activated and non-activated data and commands), gameplay, User interface, graphics, images, photographs, animations, video content, music videos, audio records, audio effects, music, text content of the Game, as well as other Game elements may contain objects of intellectual property, shall be the exclusive right of the Copyright Holder.
15.2. The User agrees, that any part or element of the Game, its activated and non-activated data and commands shall constitute an integral part of the Game and shall be protected by the Legislation. Despite the User shall have the right to use the Game, the sole use of the Game shall not be considered as a transfer of exclusive right in relation to The Game, its parts and elements, including non-activated data and commands.
15.3. The User understands and agrees that all exclusive rights on localized (translated into certain language) Game are reserved by the Copyright Holder.
16. Copyright Holder’s Details:
Full name: Disquire Ltd.
Registration number: 10722324
Registered address: 13 John Prince Str., 2-nd floor, London, England W1G OJR
Contact Information:
IF YOU DOWNLOAD, COPY OR IN ANY OTHER AUTHORIZED WAY USE THE GAME OF DISQUIRE LTD OR ITS PARTS, INCLUDING IF YOU START PARTICIPATING IN GAMING PROCESS, YOU AGREE THAT YOU FULLY READ, UNDERSTAND, AGREE AND ACCEPT THE LICENSE AGREEMENT OUTLINED BELOW, UNDERTAKE TO COMPLY WITH IT AND BE HELD RESPONSIBLE FOR ITS BREACH.
TERMS OF THE LICENSE AGREEMENT AND KEY DOCUMENTS SPECIFIED IN THE FOLLOWING AGREEMENT SHALL BE SUBSTANTIAL AND BINDING.
This License Agreement (hereinafter – the Agreement) in electronic form shall regulate the relationship between You – the Licensee (hereinafter – the User) and the Licensor – DISQUIRE LTD (hereinafter – the Company or the Copyright Holder, the detailed information is provided in Section 16) in relation to the Game DEUTERIUM WARS. The User and the Company also may be named separately the Party, and together – the Parties.
This Agreement is an integral part of the User Agreement.
1. DEFINITIONS IN THE AGREEMENT
The meaning of terms, defined in this Agreement, shall remain unchanged, regardless of number and case, in which they are used, as well as whether they are written from capital or lowercase letter.
Moreover, all terms and definitions, used in this Agreement shall have the same meaning as in the User Agreement, unless otherwise stated.
1.1 Account / User’s Account – User’s Account in the Game, controlled by the Copyright Holder and which contains Account Data.
1.2 Bonus Features of the Game – functional (software) options of the Game, that enables the User to receive expanded access to the Game through the acquisition of Virtual Items for the Virtual Currency.
1.3 Game – any interactive online computer game, hosted on a domain , and any other their subdomains, as well as other third-parties resources that is a software and includes Client-End of the Game (if the Client-Side of the Game is provided by its features) and Game Resources, including all applications and updates of the Game and Server-Side of the Game. The Game also includes (among others); a) Game Chat; b) servers; c) server and other software; g) applications; d) Website of the Game, the forum of the Game; e) databases necessary for the use of the Game under this Agreement.
1.4 Key Documents – Privacy Policy and User Agreement.
1.5 License – simple non-exclusive revocable license, which the Copyright Holder provides to the User for personal and non-commercial use of the Game.
1.6 Privacy Policy – document that governs the use and purpose of collection, use, processing, storage, distribution (transfer) and disposal of personal information of Users, clauses on User’s privacy protection, types, purposes and procedure for storage, use and disposal of cookie files on Users’ Devices.
1.7 Use of the Game – allowable use of the Game: start of the Game by the Users; the use of technical capacities of the Game free of charge or on a paid basis, performance of actions, necessary for the functioning of the Game in accordance with its purpose.
1.8 User – a natural person who entered the Game through the Website or through the websites of the Copyright Holders’ Partners, External Platforms, and who uses the Game and/ or its test versions, game services, materials, other services, including on a paid basis, both before and after the registration procedure.
1.9 User Agreement – a document that regulates the use and purposes of the access to and the use of the Game, the Website and the Services, provided to the Users.
1.10 Copyright Holder – DISQUIRE LTD, the company which grants the right to use the Game under conditions of the non-exclusive license to the Users and performs public disclosure, dissemination, operating, maintenance, administration of the Game. The Copyright Holder provides the right to use the Game, as well as access to the Game for the Users.
1.11 Website – internet-site, which is available at: , , and at subdomains of , , which provides the User with access to the Copyright Holder’s resources, including for the User’s participation in the Game. The Copyright Holder shall publish information, binding upon the Users on the Website, as well as on official pages in social media , , .
1.12 Digital Content – Virtual Currency and Virtual Items, provided to the User on a paid basis and under conditions of simple non-exclusive, non-transferable and revocable license.
2. AMENDMENTS TO THE AGREEMENT
2.1 The Copyright Holder shall reserve the right to suspend, supplement, terminate, amend and/or finalize this Agreement and/or documents, which are considered to be an integral part of this Agreement, at any time, when it deems necessary, notifying the User by placing the updated version of this Agreement on the Website and/or by e-mail or by other means at the discretion of the Copyright Holder.
2.2 Any amendments, attachments shall enter into force upon the publication of relevant amendments, attachments on the Website.
2.3 The further use of the Game and/or the Website shall mean full and unconditional acceptance of the amended version of this Agreement and/or documents, which constitute an integral part of this Agreement.
2.4 The Copyright Holder urges the User to regularly review this Agreement to be aware of any amendments and attachments. If the User does not agree with any part of this Agreement, he\she shall immediately terminate the use of the Game and/or the Website and, if necessary, notify the Copyright Holder about disagreement, so that the Copyright Holder can take the necessary steps, which can include the unavailability for the User to use the Game and/or the Website.
2.5 The Copyright Holder shall not be obliged to check, whether the User uses the Game and/or the Website in accordance with the updated version of this Agreement. The version of the Agreement, published on the Website, shall be considered as effective and relevant version, which is binding for the User. The User must get himself\herself acquainted with of the latest versions of this Agreement and latest versions of other documents which are an integral part of this Agreement on his\her own.
3. TERMS OF THE AGREEMENT
3.1 Before starting to use the Game, the User shall read and accept terms of this Agreement, as well as terms of Key Documents.
3.2 This Agreement shall be concluded at the moment the User accepts the terms of the Agreement and Key Documents. The actual use of the Game by the User shall also mean the acceptance of the terms of the Agreement and Key Documents and shall be equal to conclusion of this Agreement. The User shall undertake the obligation to comply with the terms of the Agreement and Key Documents since the conclusion of the Agreement.
4. ACCEPTANCE OF THE AGREEMENT
4.1 This Agreement shall constitute a written offer, namely, the offer to conclude this Agreement, establishing a legal relationship between the Copyright Holder and the User on below conditions. The acceptance, namely acceptance of all terms of the offer, shall refer to performance of actual actions on the use of the Game by the User, game services and/or registration in the Game.
4.2 In performing the actual actions on use of the Game by whatever means and/or by registering in the Game and by clicking «I accept the terms» button, the User confirms that he\she read, understood, agreed and unconditionally accepted this Agreement, as stated hereunder, and accepted any documents, which shall constitute an integral part of this Agreement.
4.3 This Agreement and documents, which are an integral part of this Agreement, shall be the official source for any dispute, related to the use of the Game, the Website, the Services of the Copyright Holder.
4.4 The User shall hereby guarantee, that he\she is a natural person, with the full legal capacity to enter into this Agreement and to use the Game, in accordance with applicable Legislation and is not subject to any legal restrictions on the use of the Game, game services; as well as he\she received all necessary permits in the form, prescribed by the law. By accepting the terms of this Agreement, the User confirms, that he\she meets the specified requirements, and/or obtained necessary permission in the form, required by the law.
4.5 The Use of the Game, the Website, Digital Content and any other information, contained in the Game, is performed exclusively in accordance with this Agreement and documents, which constitute an integral part of this Agreement.
4.6 In performing the actual actions on use of the Game by whatever means and/or by registering in the Game and by clicking «I accept the terms» button, the User confirms that he wants and agrees to receive electronic newsletter (electronic messages, letters, short messages), which contain information about news and/or updates in the Game, advertising materials of the Copyright Holder and partners of the Copyright Holder (electronic mail-out), distributed by the Copyright Holder and/or by partners of the Copyright Holder.
Starting from the moment of the User’s consent to receive electronic newsletter the Copyright Holder and/or partners of the Copyright Holder shall have the right to make the newsletter of any nature consistent with legislation (including, but not limited to e-mail messaging etc.) to the Users.
4.7 If the User does not want the partners of the Copyright Holder to send him/her a newsletter, the User may refuse from the subscription at any time, by clicking the link, indicated at the bottom of the e-mail.
5. SCOPE OF THE AGREEMENT
5.1 In accordance with terms of this Agreement, the Copyright Holder shall provide the User with the right to use the Game and Bonus Features of the Game personally under conditions of simple non-exclusive non-transferable and revocable license with the Copyright Holder retaining the right to use the Game independently and to provide other persons with licenses.
5.2 Operation and maintenance of the Game, as well as provision of access to the Game by the Users shall be carried out exclusively by the Copyright Holder.
5.3 The concept of the Game is based on the well-known model free-to-play (“free game”), which means that the User shall have the right to use the Game by participating in the Game without subscription fee and without any other mandatory fees, which are necessary for the participation in the Game after accepting this Agreement.
5.4 The Copyright Holder shall be considered as the owner of a necessary scope of the rights to the Game and to all its parts, considered both separately and jointly. The Copyright Holder has the right to use, operate and distribute the Game on relevant territories.
5.5 The right to use the Bonus Features of the Game shall be considered to have been provided when the Virtual Currency is transferred to the User’s in-game account. Further use of Virtual Currency by the User is carried out exclusively within game process and does not give rise to liability of the Copyright Holder for its use/non-use by the User.
5.6 Transfer of money into Virtual Currency to purchase Virtual Items and use of Bonus Features of the Game shall not be a necessary condition for the User’s participation in the Game or acquisition of the right to use the Game by the User. The right to use the Bonus Features of the Game shall be provided according to the User’s request and desire.
5.7 Bonus Features of the Game shall be the part of the Game and are not a separate program; and thus the rights to use it can only be performed by the User in relation to the use of the Game.
5.8 The User shall have the right to use the Game exclusively for personal non-commercial purposes and shall have no right to transfer the right to use the Game to third parties.
5.9 This License shall be valid starting from the moment of the first use of the Game by the User and until the User stops using the Game or this Agreement is otherwise dissolved or terminated by the Copyright Holder.
5.10 This License shall be valid for the term of validity of the Copyright Holder’s exclusive right to the Game, provided this Agreement will not be terminated or dissolved earlier.
5.11 The Copyright Holder shall provide the right to use the Game under this Agreement worldwide.
5.12 The transfer of the exclusive right to the Game to the new copyright holder shall not be the ground for change or termination of this Agreement.
6. GAME TESTING
6.1 The User shall receive the status of the alpha- or beta-tester (depending on the testing stage) if he/she has the right to participate in the Game testing (the User receives the invitation to participate in testing). The testing is conducted solely to evaluate software capacities of the Game and identify errors. However, while testing the User shall not be granted rights and benefits, specified herein.
6.2 The Copyright Holder shall not be responsible for events, occurring within the testing process. The User agrees and understands that he/she participates in alpha- or beta-testing at his/her own risk and the Game may contain errors and inaccuracies. Any command and data can be deactivated and deleted at any time during or after the testing, except for the specified cases within the open testing. The Copyright Holder shall not be responsible for ensuring continuous access to the Game during testing. Any information, obtained during testing shall remain confidential and shall not be disclosed by the User. The User is prohibited from broadcasting or recording the Game, as well as discussing gaming experience outside private forums of the Company and official pages of the Company on social media, devoted to the Game testing.
6.3 To participate in the testing, it is required to undergo the authorization and to participate in person. The access to the testing may be terminated at any time due to the breach of this Agreement, Key Documents and other regulations of the Company. If alpha- or beta-tester infringes the terms of use of the Game during testing, the Copyright Holder has a right to limit the rights of such person, received under this Agreement with regard to any Game.
6.4 The Copyright Holder may terminate the testing at any time and by any reason, as well as without reasons. When terminating the testing the User shall delete all Game components, located on the User’s Devices, as well as all documents and materials, received from the Copyright Holder with regard to the testing.
6.5 The User agrees that the termination of the testing by the Copyright Holder shall not lead to any compensation, including but not limited to the compensation for the game time.
7. RIGHTS AND OBLIGATIONS OF THE USER
The User has the right to use the Game and its Bonus Features as followed:
7.1 To participate in the Game by creating an Account and a game character and to modify the content of the Game in the course of such participation, in compliance with the Game rules;
7.2 To use the Bonus Features of the Game in accordance with this Agreement in case the User paid for the relevant right to use the Bonus Features of the Game (acquired the Virtual Currency).
The User is obliged:
7.3 To comply with the terms of Key Documents. In case of disagreement with the relevant Agreement the Licensee is obliged to terminate the usage of the Game, as well as to deinstall its client-side software;
7.4 To use the Game and inactivated data and commands exclusively within this Agreement;
7.5 When registering the Account to indicate true information;
7.6 Independently to take measures to ensure the security of his/her Account in the Game and prevent the unauthorized use of such account(s) by third parties. The User undertakes not to disclose and transmit his (her) authorization data as the User of the Game to third parties;
7.7 Comply with instructions of the Copyright Holder, obtained on a case-by-case basis or in a general way, including user’s support center, the Website of the Game, the Game Forum and other means of communication. The Copyright Holder shall have the right to suspend, limit or terminate this Agreement, and the access to the Account in the event of non-compliance of such instructions;
7.8 Upon the request of the Copyright Holder to provide information, necessary to fulfill the conditions of the Agreement and comply with the laws;
7.9 To pay any damages to the Copyright Holder, other Users and third parties, raised by the User’s actions, including for the breach of this Agreement, intellectual property rights and other rights;
8. The User shall not:
8.1 Use automated scripts to collect information or in any other manner to interact with the Game;
8.2 Use information about other users to send unsolicited information (spam);
8.3 Post objects of intellectual property in the Game without prior consent of the Copyright Holders;
8.4 Post personal information of third parties without their consent, including home addresses, phone numbers and passport details;
8.5 Post advertisement in the Game, commercial offers, promotional and any other aggressive information, unless permitted by the Copyright Holder;
8.6 Post materials, which insult or humiliate honor and dignity of other Users or third parties, as well as links to such materials;
8.7 Post or in any other way use swear words, insulting and offensive words and phrases, including in the Username;
8.8 Post malicious software or links to sources, which contain or may contain such software;
8.9 Post materials in the Game with elements of violence racial, inter-ethic, interracial or religious strife, as well as links to these materials;
8.10 Promote in the Game criminal and other illegal activity, as well as to post instructions regarding commission of illegal actions;
8.11 Post in the Game any other information which in the view of the Copyright Holder breaches Legislation, moral principles and ethics or is not desirable;
8.12 Commit criminal and other illegal actions with the Game;
8.13 Copy, broadcast, distribute, publish and in any other manner disseminate and play textual graphics, audio or video materials of The Game without written consent of the Copyright Holder;
8.14 Examine program code, decompile, disassemble, modify the Game, its components and elements, as well as to develop derivative products based on the Game, its components and elements without written consent of the Copyright Holder;
8.15 Translate the Game into other languages without a consent of the Copyright Holder;
8.16 Disseminate for commercial or non-commercial purposes the client-side of the Game or its copies, by means of dissemination on the tangible medium, as well as by posting on the internet for access and downloading by certain persons or by a general public;
8.17 Disseminate for commercial and non-commercial purposes activated and/or non-activated data and commands, audiovisual elements, images, as well as other objects of intellectual property, present in the Game (unless the Copyright Holder permitted);
8.18 Transfer rights related to the Game, including rights on non-activated data and commands for commercial and non-commercial purposes to third parties, including by transferring the Account, signing any contract or in any other manner;
8.19 Use the Account of any other person;
8.20 Dispose or in any other manner transfer Account of other User, including by means of barter or gift;
8.21 Use the Game in a mode that had not been agreed upon in this Agreement and going beyond usual gaming process or use of the program for the Devices.
8.22 Breach of Copyright Holder’s exclusive rights by the User shall constitute the basis for termination of the use of the Game, as well as may be the ground to be held liable.
8.23 Neither binary, nor source code shall be used or redesigned to reproduce the algorithm of the program, which shall be the private property, without written consent of the Copyright Holder.
9. RIGHTS AND OBLIGATIONS OF THE COPYRIGHT HOLDER
Obligations of the Copyright Holder
9.1. According to the conditions set forth in this Agreement, to provide the opportunity to the User to participate in the Game, to provide the right to use the Game as a software program and/or database and Bonus Features;
9.2. To subject to the conditions set forth in this Agreement, to ensure functional gameplay;
9.3. To notify the User of changes to the terms of this Agreement by publishing information on the changes on the Game Website;
9.4. To provide the User the opportunity to access the Game for free via the Internet from the Website, unless this Agreement provides otherwise.
Rights of the Copyright Holder
9.5. At any time, to unilaterally reduce, expand, or change the contents of the Game without prior notice to the User;
9.6. To direct the Game and gameplay according to its sole discretion, to suspend or change the course of gameplay, or to change the rules of the Game without prior notice to the User;
9.7. At any time, to modify or delete any information posted by the User on the Website, on official social media pages of the Game or the Copyright Holder, including statements and announcements made by the User;
9.8. At any time, to suspend, restrict, and/or terminate the User's access to the Game in accordance with the terms of this Agreement, including cases where such action is due to the User's non-compliance with the terms of this Agreement or the Game rules;
9.9. To send Users messages that are of an informational or technical character and related to the Game;
9.10. During gameplay, to make comments to Users to warn, notify, or inform them of non-compliance with the Game rules or with other terms of this Agreement. Such comments from the Copyright Holder provided during gameplay must be complied with by the User.
9.11. At any time, to alter, amend, or modify the Game or any of its parts, including the client-side of the Game, without providing any prior notice to the User;
9.12. To take any steps not prohibited by law to protect the Copyright Holder's intellectual property rights in respect to the Game;
9.13. In the case of a suspension, limitation, or termination of the User's access to the Game in connection with User's breach of this Agreement or the Game rules, to renew the User's access to the Game by early unblocking of the User's game account. The procedure and conditions for such unblocking shall be determined at the discretion of the Copyright Holder.
9.14. At any time, to discontinue providing access to the Game or the ability to use the Game (to disable the Game), and/or any of its functionality, without prior notice to the User.
9.15. If the User violates any of the terms of this Agreement, to penalize the User to the extent determined by the Copyright Holder. Possible penalties include the suspension of the User's rights to use the Game and/or Bonus Features, shortening of the User's rights to use the Game and/or Bonus Features, disabling certain features of the Game and/or Bonus Features, and others.
The Copyright Holder does not guarantee that:
9.16. The Game will meet the subjective requirements and expectations of the User;
9.17. Gameplay in the Game and/or on the Website of the Copyright Holder, as well as the provision of rights to use the Game and/or Bonus Features, will proceed smoothly, rapidly, without any technical glitches, reliably, and without errors;
9.18. The results that are obtained using the software and database of the Game by participating in the Game and by using Bonus Features will be without errors;
9.19. The quality of gameplay, any aspect of the Game or its Bonus Features, the information obtained during the Game or when using the software and the database provided on the Website of the Licensor will meet the Licensee's expectations;
9.20. The Game will be available for 24-hour use, at any particular time, or for any particular period of time.
The Copyright Holder shall not be liable for direct or indirect damages to the User or any other third parties, whose damages arise out of:
9.21. The use or inability to use the Website or the Game;
9.22. Unauthorized access, by third parties, of any personal information of User, including the account in the Game;
9.23. The statements or conduct of any third party on the Website or in the Game.
The Copyright Holder shall not be obligated to provide to the User any evidence, documents, etc., confirming the breach of conditions of this Agreement by the User that resulted in denied access to the Game or game valuables (including Bonus Features) by the User or termination or restriction of such access.
10. AUTOMATIC UPDATES
10.1. From time to time component parts of the Game shall be renewed and/or modified.
10.2. By accepting this Agreement, the User agrees to receive and install updates automatically.
10.3. Updates may contain terms, according to which the Bonus Features (Virtual Items) may be seized and/or modified. In compensation for seized Items of the Bonus Features the User receives the compensation in the form of Virtual Currency, the amount of which is determined at the Copyright Holder’s discretion.
11. INDEMNIFICATION
11.1. The User agrees to indemnify, as well as to defend the Copyright Holder and its employees, directors, agents, successors from any and all losses, liabilities, damages and claims, and all related expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) and costs related to, arising from, or in connection with any third-party claim related to, arising from, or in connection with the actual or alleged:
(i) infringement by the User (except when such breach is exclusively attributable to Game) of any third-party intellectual property and/or proprietary right, including, but not limited to, patent, trademark, copyright, trade secret, publicity and/or privacy,
(ii) personal injury (including death) or property damage due to the gross negligence or intentional misconduct of the User, and/or
(iii) breach by the User of any of its representations, warranties, obligations, and/or covenants set forth herein.
11.2. Solely for the purpose of preventing unlicensed use of the Game, the software may install and use on Device technological measures that are designed to prevent unlicensed use. The Copyright Holder may use this technology to confirm that the User has a licensed copy of the Game. During this process, the Copyright Holder will not collect any personally identifiable information from the User's computer.
12. AGREEMENT SUSPENSION
12.1. Without limiting any other remedies, the Copyright Holder may limit, suspend, terminate, modify, or delete Accounts or access to the Game or components thereof of the Copyright Holder reasonably suspects that the User fails to comply with or breaches any terms of this Agreement or suspected illegal or improper use of the Game.
12.2. In the event of account termination or other limitations, described above, the User may loose any benefits, privileges, earned or purchased Virtual Items, Virtual Currency, associated with the use of the Game, and the Copyright Holder is under no obligation to compensate any such losses or results.
12.3. The User hereby warrants that: (i) all information provided to the Copyright Holder in connection with this Agreement is true and accurate; (ii) the User has full legal power to enter into this Agreement; (iii) the User shall perform all his/her obligations under this Agreement in accordance with applicable Legislation.
13. APPLICABLE LAW AND ARBITRATION
13.1. This Agreement, its interpretation, validity and enforcement, as well as claims, rights and duties of the Parties shall be defined and governed in all respects by the laws of England and Wales.
13.2. All disputes between the Parties arising from or in relation to this Agreement, including with regard to the interpretation, executing, breach, termination or invalidity of this Agreement shall be settled by amicable negotiations. In the case of failure to reach an agreement between the Parties through negotiations within thirty (30) calendar days after the beginning of the dispute examination, the dispute shall be submitted by any interested Party to the arbitration.
13.3. All disputes, controversies and claims between the Parties arising from or in relation to this Agreement, including with regard to the interpretation, executing, breach, termination or invalidity shall be settled by The International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules.
The Arbitration Court shall be composed of one arbitrator.
Place of arbitration: City of Kyiv, Ukraine.
Language(s) of the arbitration shall be Ukrainian, Russian, or English.
13.4. Any award granted by the arbitrator shall be final and binding upon the Parties. No provisions of this Section shall limit the Party’s right to bright a claim to the court against other Party for the following purposes (a) presenting claims about the use of interim measures or injunction and/or (b) enforcement of the arbitration award, rendered in accordance with this Section.
14. FORCE MAJEURE
14.1. In the event of force majeure, caused directly or indirectly by floods, fires, earthquakes, epidemics, military conflicts, military coups, as well as by any unforeseen event beyond reasonable control of the parties, the term for the performance of respective obligations shall be extended for a reasonable period of time, and non-performance or delayed performance of the Agreement shall not constitute the breach of this Agreement.
14.2. Parties shall notify each other in writing about the beginning and the ending of the force majeure circumstances, hindering the performance of obligations under this Agreement. In the event of failure to notify immediately the counterparty about the existence of abovementioned circumstances, the Party shall perform its obligations at the earliest opportunity.
15. INTELLECTUAL PROPERTY
15.1. The exclusive right to the Game. Source and object code (including activated and non-activated data and commands), gameplay, User interface, graphics, images, photographs, animations, video content, music videos, audio records, audio effects, music, text content of the Game, as well as other Game elements may contain objects of intellectual property, shall be the exclusive right of the Copyright Holder.
15.2. The User agrees, that any part or element of the Game, its activated and non-activated data and commands shall constitute an integral part of the Game and shall be protected by the Legislation. Despite the User shall have the right to use the Game, the sole use of the Game shall not be considered as a transfer of exclusive right in relation to The Game, its parts and elements, including non-activated data and commands.
15.3. The User understands and agrees that all exclusive rights on localized (translated into certain language) Game are reserved by the Copyright Holder.
16. Copyright Holder’s Details:
Full name: Disquire Ltd.
Registration number: 10722324
Registered address: 13 John Prince Str., 2-nd floor, London, England W1G OJR
Contact Information: