END USER LICENSE AGREEMENT
Effective Date: June 1, 2019
This End User License Agreement (the “EULA”) is entered into between you and Touchhour Inc., its parents, subsidiaries and affiliates, (“Touchhour”) and applies to the video game currently titled 9Lives Arena (the “Game”), digital items associated with the Game, the mobile application associated with the Game (“Mobile App”), the 9Lives Arena website, currently 9livesarena.com, and any other services or products on which Touchhour chooses to apply this EULA (collectively, the “Service”).
BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE EULA.
1.1 License. Touchhour grants you a non-exclusive, non-sublicensable, non-transferrable, revocable, limited license to install and use the Game and Mobile App (together, the “Product”) if downloaded from Touchhour directly or from an authorized third party. You may only use one copy of the Game and one copy of the Mobile App at any one time. If you wish to use the Game or Mobile App on two or more devices at the same time, you must acquire additional licenses. You agree that no title or ownership interest in the Product is transferred or assigned to you and that the EULA is not a sale of any right to the Product.
1.2 Streaming and Social Media License. Touchhour grants you a non-sublicensable, non-transferrable, revocable, limited license to publicly display the Product on video streaming websites, such as youtube.com and twitch.com, and on social media, such as tweeting a video (“Social Content”). Touchhour may terminate or modify the scope of the streaming and social media license granted to you at any time without notice or compensation and will not be liable to you or any third party for any loss you incur.
1.3 User Content License. User content includes any information that you create, submit, transmit or upload while using the Product, for example, Social Content, any submissions, comments, questions, testimonials, tutorials, advice, suggestions, ideas, contest entries or other information you directly or indirectly provide to Touchhour through any method existing now or in the future (altogether, “User Content”). By providing User Content you represent and warrant that you have all consents, licenses and rights necessary to provide and license the User Content and you grant Touchhour a non-exclusive, irrevocable, fully-paid, royalty-free, perpetual, sub-licensable, transferrable, worldwide license to User Content under all intellectual property and other rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums and with any technology now known or hereafter developed and for all purposes without attribution, notice, permission or payment to you or a third party. Touchhour reserves the right to review, edit, delete or block access to User Content without notice.
2. ACCOUNTS AND VERIFICATION
2.1 Account. Use of the Service may require you to register a user account with Touchhour directly or with a third party (each, an “Account”). Touchhour strongly recommends that you keep your login information confidential. You agree to be bound by any use of your Account, including charges and purchases, whether or not authorized. You represent and warrant that you are permitted to use the method of payment associated with your Account and agree to pay for charges and fees incurred by your Account, which are non-refundable.
2.2 User Verification. Touchhour uses Blockchain Items (defined below) with the Service.Because cryptocurrencies and blockchain technologies are subject to abuse by hackers and criminals, and are often heavily regulated in certain jurisdictions, Touchhour reserves the right to collect a variety of personal verification information (“Verification Information”) as part of the requirements for registering an Account on or with Touchhour or to fulfill any legal obligations that might apply in your jurisdiction.Verification Information may include, but is not limited to, your: name, email address, contact information, telephone number, username, government issued id, date of birth and other information collected at the time of an Account registration. You acknowledge and agree that your personal data may be disclosed to authorities in your jurisdiction in order for Touchhour to comply with its legal obligations.
2.3 Accuracy of Verification Information. In providing Verification Information, you confirm that it is accurate and authentic. After registering an Account, you shall maintain Verification Information, including contact details, truthful, complete and updated in a timely manner. If there is any reasonable doubt that any information provided by you is inaccurate, outdated or incomplete, you shall correct or remove relevant information or Touchhour may terminate all or part of your access to the Service. Touchhour may contact you at any time to correct your Verification Information. You are responsible for any loss or expenses incurred if you cannot be reached through the contact information provided to Touchhour.
3. USE OF SERVICE
3.2 Age Restriction. You must be at least the age of majority in your jurisdiction in order to access the Service. If you are under the age of majority in your jurisdiction, you may not use the Service.
3.3 Access. Access to the Service may require hardware including but not limited to a compatible computer, a mobile device and an Internet connection,all meeting certain minimum specifications set by Touchhour (subject to change as Touchhour makes changes to the Service) described on the Game’s website at 9livesarena.com and the store page from which you downloaded the Product, as updated on one or more occasions. You agree to provide all hardware and the Internet connection required to use the Service and to pay all fees incurred by you when accessing the Service through an Internet connection.
4. LIMITATIONS ON USE OF SERVICE
4.1 Limitations. You agree that you will not use the Service in the following manner:
a) engage in conduct that Touchhour determines, in its sole discretion, to constitute improper use of the Service;
b) decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code;
c) except for Social Content or as expressly permitted by Touchhour, reproduce, rearrange, modify, translate,create derivative works from, display perform, publish or distribute the Service;
d) engage in market or price manipulation of Blockchain Items, including speculation on the rise or fall of value of certain items;
e) for any e-sports or organized competition without first obtaining authorization or written consent from Touchhour. Please email Touchhour at email@example.com if you are interested in organizing an e-sports event for the Game;
f) post any unauthorized commercial communications on the Service, including multi-level marketing or pyramid schemes;
g) sell, lease or remove/alter advertising for the Service;
h) cheat or use, develop or distribute automation services (bots), macro services or other cheat utility services or knowingly exploit a flaw or bug in the Service;
i) break, attempt or otherwise assist with the disruption of any computer used to support the Service or experience of another user;
j) upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files or data or other similar services or programs that may damage operation of the Service or the computers of other users;
k) utilize the Service or any part thereof for commercial purposes, except pursuant to the streaming license set forth in section 1.2;
l) promote, encourage or conduct illegal activity including, without limitation, hacking, cracking, distribution of counterfeit Product, cheats or hacks for the Product;
m) use profanity, including short forms for profanities, punctuation marks used in place of profanities and colloquial versions of profanities;
n) engage in abusive, defamatory, libellous, threatening or any other conduct that is objectionable or offensive;
o) communicate, link to, post, submit or upload content that contains nudity or other sexual material, materially endangering a child, violence or any other objectionable or offensive conduct;
p) abuse, bully, harass, harm or publish false or misleading information about users or encourage others to do the same;
q) encourage, promote or glorify racial intolerance;
r) use hate speech, hate terms, racist speech, racist terms or any other words or symbols that signify hate towards any person or group of people, including derogatory comments against women or minorities;
s) infringe or violate the rights of a third party including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information;
t) collect or attempt to obtain user data, whether personal or anonymous; or
u) impersonate another person or an employee of Touchhour,
as determined by Touchhour in its sole discretion.The above limitations also apply to information posted on public forums or through communication tools related to Touchhour or controlled by Touchhour including, but not limited to, the Touchhour Telegram page, Discord, or Steam page.
5. TERM AND TERMINATION
5.2 Effect of Suspension or Termination. Upon suspension or termination, you acknowledge and agree that Touchhour shall cease to provide access to the Product and may delete data associated with your use of the Product. You are not entitled to compensation of any kind as a result of suspension or termination, regardless of whether effected by you or Touchhour, and Touchhour is not liable to you or any third party for such suspension or termination and any related loss.
6. DIGITAL ITEMS AND PRIZES
6.1 Digital Items. The Service may include virtual in-game currency and digital items (each a “Digital Item”), which may be earned by users or purchased from Touchhour where permitted by law. Digital Items available to you and the price of Digital Items may be altered by Touchhour at any time, without notice. Upon acquiring Digital Items, you are granted a non-exclusive, non-sublicensable, non-transferrable (except to the extent expressly permitted) right to use such Digital Items only in conjunction with the Service for which such Digital Items were acquired. The determination of Digital Items to credit or debit to you shall be determined by Touchhour in its sole discretion. All Digital Items remain the property of Touchhour, excluding Blockchain Items (as defined below). Any Digital Items purchase is final and non-refundable.
6.2 Notice to EU Users. If you are a resident of the EU, you hereby agree that by purchasing Digital Items, such Digital Items are credited to your Account immediately and, as a result, you are not entitled to withdraw from or cancel your purchase pursuant to the EU Consumer Rights Directive (2011/83/EU) and national implementations.
6.3 Blockchain Items. Notwithstanding the prohibition on the transfer of Digital Items contained in section 6.1, the Company may offer a type of Digital Item underpinnedby blockchain technologies (each, a “Blockchain Item”). Blockchain Items may be transferred, sold, converted into cryptocurrency and made available for use in other video games, as permitted by Touchhour and third parties it engages to facilitate Blockchain Items.Once a Blockchain Item is first sold, Touchhour ceases to be involved with such item except to render the Digital Item in the Game to reflect a user’s ownership of a Blockchain Item. Unlike Digital Items, Blockchain Items that you purchase become your property. However, the ability to make use ofa Blockchain Item may still be dependent on your purchase of the Game as well as your continued access to the Product, which may be lost per section 5.
6.4 Blueprints and Crafting. Digital Items, including Blockchain Items, can have a variety of uses, including granting you the ability to craft other Digital Items, including Blockchain Items, through the use of a crafting blueprint (each a “Blueprint”). When crafting a Digital Item using a Blueprint, you create independent Digital Items that may be destroyed, transferred or sold just as any other Digital Item. You cannot reverse the creation of a Digital Item made using a Blueprint. As with any feature in the Game, Touchhour reserves the right to alter the functionality, mechanics or design of Blueprints at any point.
6.5 Third Party Wallets. The acquisition and use of Blockchain Items may require you to open an account with one or more third parties who will, among other things, maintain your Blockchain Items in a digital wallet, such as Enjin® (“Enjin”). In order to open an account with Enjin you may be required to agree to certain additional terms imposed by Enjin, which constitute a separate agreement between you and Enjin. Touchhour strongly recommends that you read any terms imposed by Enjin and any other third party.
6.6 Permadeath. The Game allows you to create and battle other users with characters created in the Game (a “Character”). The Game includes Characters that may permanently die, a feature that limits the amount of deaths or lives that each Character has in the Game (“Permadeath”). Upon Permadeath, a Character is lost forever except that the Game may allow a tombstone or similar symbols of remembrance to acknowledge the life and loss of a Character. Additionally, upon Permadeath and in some cases upon each death or loss of a battle, certain Digital Items, including some Blockchain Items, may be lost forever or transferred to your opponent in battle. A loss or transfer of a Digital Item is irreversible and a fundamental feature of the Game. Touchhour cannot recreate or return Digital Items that have been lost or transferred to another user. Furthermore, for Blockchain Items, Touchhour may not even have the ability to control, stop, or reverse a loss or transfer of such Blockchain Items as the loss or transfer is controlled by a third party, such as Enjin.
6.7 Melting. The Service allows you to melt (“Melt” or “Melting”) certain Digital Items, including Blockchain Items, sometimes using third party services, such as Enjin. Melting is a way for you to destroy a Digital Item and receive other Digital Items, such as crafting materials or component parts of such Digital Item. Through the use of third-party services, it is possible for you to Melt Blockchain Items into cryptocurrencies created by third parties, such as Enjin. The process of Melting Blockchain Items is done wholly through a third party and Touchhour disclaims all liability and responsibility associated with such activity and you do so at your own risk. All Digital Items, including Blockchain Items that go through the Melting process are permanently destroyed and cannot be recovered. Touchhour strongly recommends that you research the value of your Blockchain Items before choosing to melt them down in exchange for cryptocurrency as the value of the cryptocurrency may not be aligned with your own valuation of the Blockchain Item.
6.8 Third-PartyTransfer or Access of Blockchain Items. If you choose to transfer or access Blockchain Items through third parties or third-party services, you are solely responsible for facilitating such transfer or access and do so at your own risk. Touchhour disclaims all liability associated with third-party services used for the transfer or access of Blockchain Items. Touchhour strongly recommends that you exercise caution when transferring Blockchain Items as once an item is transferred you may not be able to regain ownership without the recipient’s consent. Touchhour cannot and shall not resolve any dispute over Blockchain Items, including but not limited to payments received or ownership of Blockchain Items.
6.9 Prizes. Touchhour may provide users the opportunity to receive random prizes such as Digital Items or Blockchain Items, which vary in size and value. Due to the randomization of such prizes, you may not receive the particular item you desire. Touchhour reserves the right to refuse to award and to revoke any prize in its sole discretion.
6.10 No Resale of Digital Items. With the exception of Blockchain Items, Digital Items cannot be traded for other Digital Items, resold online, outside of the Service, in the real world or traded for non-virtual (tangible) goods or services. You agree that resale or attempted resale of Digital Items in violation of this section 6.10 may result in Touchhour terminating your access to the Service and voiding all your Digital Items in Touchhour’s control.
6.11 Resale of Blockchain Items. Blockchain Items created by or through Touchhour may only be sold or traded as permitted through features available within the Service, approved by Touchhour or through approved third parties outside the Service, such as Enjin. It is possible that Blockchain Items cannot be resold online, outside of the Service, in the real world or traded for non-virtual (tangible) goods or services as the market for Blockchain Items is emerging and volatile and technologies in the future may make the sale or transfer of Blockchain Items impractical or impossible. Touchhour disclaims all liability associated with the sale or transfer of Blockchain Items.
6.12 Transaction Fee. Touchhour may charge a transaction fee for the sale, transfer or trade of a Blockchain Item.
6.13 Forfeit or Eliminated Digital Items. If Touchhour terminates your access to the Service or ceases to offer the Service, you agree that all Digital Items associated with your Account and use of the Service are forfeit, with the exception of Blockchain Items that Touchhour has no control over. Furthermore, Touchhour may, in its sole discretion, administer Digital Items and, in this capacity, control, modify and/or eliminate any or all Digital Items without notice, for which you are not entitled to any refund, credit redemption or any other compensation, this includes alterations to the stats of certain Digital Items or changes in the functionality of certain Digital Items. Touchhour is not responsible for repairing or replacing any Digital Items lost for any reason whatsoever including, but not limited to, due to suspension or termination of the Service, technical issues or as a result of the actions of a third party.
7. TOUCHHOUR OWNERSHIP RIGHTS
7.1 Ownership. All right, title and interest in and to the Service including but not limited to copyrights, patents, trademarks, trade secrets, trade names, computer code (source and object), titles, characters, character names, character likenesses, catch phrases, concepts, dialog, settings, storylines, themes, animation, audio-visual effects, sound effects, musical works, look and feel, methods of operation and items built within the Service by users, are owned by Touchhour. Touchhour reserves all rights in the Service.For certainty, while Blockchain Items may be owned by people other than Touchhour, the use of and right to use such Blockchain Items within the Service is controlled entirely by Touchhour and Touchhour has the right to block all Blockchain Items from access to the Service.
7.2 DMCA. Touchhour responds to notices alleging copyright infringement that comply with the United States Digital Millennium Copyright Act (the “DMCA”). If you wish to make a DMCA claim, you must provide the following information in writing in your DMCA notice:
a) identify the copyrighted work that you claim has been infringed;
b) identify the material claimed to be infringing and where it is located;
c) provide reasonably sufficient information to allow Touchhour to contact you, such as your address, phone number and e-mail address;
d) provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or law;
e) provide a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner; and
f) provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner.
Touchhour may provide you notice if your communication, post, submission or upload was removed as a result of Touchhour receiving a DMCA notice from a copyright owner. If you receive notice from Touchhour, you may provide a counter-notification in writing to Touchhour’s designated DMCA agent through the means provided below.
DMCA notices can be sent to Touchhour by emailing firstname.lastname@example.org or by mail:
93 Century Hill Drive
Kitchener, Ontario, Canada
8. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1 DISCLAIMER. THE SERVICE IS STILL UNDER DEVELOPMENT AND MAY CONTAIN DEFECTS AND COMPATIBILITY ISSUES AND IS PROVIDED BY TOUCHHOUR “AS IS”. TOUCHHOUR, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, ITS “REPRESENTATIVES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, TOUCHHOUR AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE, WILL NOT HARM YOUR HARDWARE OR RESULT IN LOST DATA OR BE SECURE AGAINST UNAUTHORIZED ACCESS. THE SERVICE IS UNSUPPORTED AND THE EULA DOES NOT CREATE ANY OBLIGATION UPON TOUCHHOUR TO DEVELOP, MAKE AVAILABLE, OFFER FOR SALE, REPAIR, SUPPORT OR RELEASE THE SERVICE. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY TOUCHHOUR OR ITS REPRESENTATIVES, WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.
8.2 DISCLAIMER OF INVESTMENT. BLOCKCHAIN ITEMS ARE NOT INVESTMENTS OR INVESTMENT CONTRACTS. BLOCKCHAIN ITEMS ARE ONLY A SMALL PART OF THE SERVICE AND TOUCHHOUR AND ITS REPRESENTATIVES DISCLAIM ALL LIABILITY ASSOCIATED WITH ANY SPECULATION USERS ENGAGE IN CONNECTED BLOCKCHAIN ITEMS. NOT WITHSTANDING THE ABOVE, YOU ARE SOLELY RESPONSIBLE FOR EVALUATING YOUR OWN INVESTMENTS, AND FOR ALL CONSEQUENCES ASSOCIATED WITH YOUR DECISION TO TRANSFER BLOCKCHAIN ITEMS THROUGH THE SERVICE OR THIRD PARTIES. IN MANY CASES, BLOCKCHAIN ITEMS MAY INCREASE OR DECREASE IN VALUE BEFORE, DURING AND AFTER YOUR TRANSFER OF SUCH ITEMS. ANY PURCHASE OF DIGITAL ASSETS, INCLUDING BLOCKCHAIN ITEMS, INVOLVES THE RISK OF LOSS OF PART OR ALL OF THE FUNDS YOU USED TO MAKE THE PURCHASE. THE VALUE OF BLOCKCHAIN ITEMS YOU PURCHASE OR TRANSFER IS SUBJECT TO MARKET AND OTHER RISKS THAT MAY SIGNIFICANTLY IMPACT THE VALUE OF SUCH ITEMS. TOUCHHOUR AND ITS REPRESENTATIVES DISCLAIM ALL LIABILITY ASSOCIATED WITH THE SPECULATION OF THE VALUE OF BLOCKCHAIN ITEMS PURCHASED THROUGH TOUCHHOUR OR THIRD PARTIES. FURTHERMORE, ANY STATEMENT MADE, ADVERTISEMENT OR CLAIM POSTED ON THE SERVICE OR DISPLAYED ANYWHERE ELSE, IN THE PAST OR PRESENT, OR MADE BY TOUCHHOUR AND ITS REPRESENTATIVES THAT DESCRIBES BLOCKCHAIN ITEMS AS AN INVESTMENT ARE NULL AND VOID AND DO NOT REPRESENT THE VIEWS OF TOUCHHOUR.
8.3 LIMITATION OF LIABILITY. TOUCHHOUR AND ITS REPRESENTATIVES, SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, EVEN IF TOUCHHOUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, LOSS OR DAMAGE. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST TOUCHHOUR AND ITS REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.
8.4 TOUCHHOUR'S AGGREGATE LIABILITY. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD TOUCHHOUR AND ITS REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT YOUR SOLE REMEDY, AND TOUCHHOUR AND ITS REPRESENTATIVES'S AGGREGATE LIABILITY, IS FOR YOU TO TERMINATE USE OF THE SERVICE.
8.5 Indemnity. You shall defend and indemnify Touchhour against any claim, demand, suit or proceeding (each, a “Claim”) made or brought against Touchhour in connection with your use of the Service, including Claims that through the use of the Service you (i) infringe or misappropriate a third party’s intellectual property rights, (ii) violate any applicable laws, (iii) breach the terms of this EULA, or (iv) commit an act of gross negligence or intentional misconduct.
Touchhour agrees to notify you of an update to the EULA by an in-Game message and by a posting at 9livesarena.com.You are deemed to accept an update by continuing to use the Service.Unless Touchhour states otherwise, updates are automatically effective 30 days after posting.
10.1 Governing law. The EULAis governed by and construed under the laws of the province of Ontario. If a dispute arises, you agree that such dispute be resolved by courts located in Toronto, Ontario and hereby submit to the personal jurisdiction of such courts.
10.2 Severability. To the extent any section, clause, provision or sentence or part thereof of the EULA is determined to be illegal, invalid or unenforceable by competent authority in any jurisdiction, then that portion shall be severed and the remainder of the EULA given full force and effect.
10.3 No Waiver. Touchhour’s failure to assert or enforce any right contained in the EULA shall not constitute a waiver of that right.
10.4 Taxes. It is your responsibility to abide by local laws in relation to the legal usage of the Service in your jurisdiction, including the applicability of tax laws to the sale or transfer of Blockchain Items,as well as withholding, collection, reporting and remittance to appropriate tax authorities.
10.5 Illicit Proceeds. You acknowledge and declare that the source of any funds, including cryptocurrencies used for the purchase of Blockchain Items, come from a legitimate source and are not derived from illegal activities. Touchhour cooperates with law enforcement authorities globally and will not hesitate to seize, freeze, terminate your account and funds, including cryptocurrencies, which are flagged by investigators or government authorities under a proper legal mandate, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
10.6 Survival. Sections 3.3, 4.1, 5.2 and 6 though 10 survive termination of the EULA.
10.7 Entire Agreement. The EULA constitutes the entire agreement between you and Touchhour with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.
10.8 Contact. You may contact Touchhour regarding this EULA by emailing email@example.com.