End-User License Agreement (EULA)
MSquared Platform Terms and Conditions V1.2
By downloading or using the MSquared Platform Package (“MSquared”), including all related software and features (such as the the MSquared Launcher application, MSquared Unreal game clients downloaded and the World Builder Alpha) that Improbable MV Limited or Improbable Worlds Limited may share with you from time to time, you (“You” or “Your”) acknowledge and accept the following terms with Improbable MV Limited (“Improbable”, “We” or “Us”) (the “Terms”).
Requirements: In exchange for early access to MSquared, You agree,
Unless otherwise agreed with Us, MSquared is solely for Your own personal usage, such as creating content or experiences (together “Intended Purposes”);
To not share, invite or provide access to MSquared to any other individual;
To comply with all applicable regulations, laws and guidelines;
That You are at least 18 years of age or older; and
To have Your own separate and standalone Unreal Engine 5 licence (see https://www.unrealengine.com/) and will at all times comply with the Unreal Engine EULA (https://www.unrealengine.com/en-US/eula/unreal).
To accept the terms of service and privacy policy that governs the use of Epic Online Services (https://dev.epicgames.com/en-US/services-games).
To accept and acknowledge the MSquared privacy policy governs the collection, use and disclosure of any personal information gathered through MSquared, and that the MSquared terms and conditions apply to all MSquared users (see https://www.msquared.io/).
To accept the MSquared EULA at Annex 1 and ensure this is accepted by any user of MSquared.
You are not permitted to use MSquared, Your right to use MSquared will be revoked and Your agreement with Us terminated if You cannot fulfil all of the above requirements at any point during the term of Your use of MSquared.
Restrictions: When using MSquared, You agree to:
Only use it for the Intended Purposes;
Not copy or archive MSquared;
Not use it in a way that violates Unreal licence terms or these Terms;
Not to distribute, reverse engineer, hack or interfere with MSquared or any of its tools and features;
Not to breach any MSquared security or authentication measures; and
Not use it to create or operate a competing virtual world platform with the MSquared.
Content: You are under no obligation to create any content or experiences (the “Content”) with MSquared. If You do decide to create Content using MSquared, and save where agreed otherwise with Us:
You acknowledge that You do not have nor will acquire any rights in the Content, except for any materials or assets You own independently and upload to MSquared (the “User Material”);
The Content and User Material must not be offensive or inappropriate;
You cannot use MSquared or any Content for commercial purposes or commercial gain without the explicit written consent from Us;
You warrant that the User Materials and Your Content do not infringe or violate the rights of any third party, any applicable laws, or the obligations outlined in these Terms;
Your Content cannot include functionality that could harm Improbable or users of MSquared, and such harm is not limited to physical harm. Your Content cannot contain viruses, malware, spyware, corrupted data, or other elements that could negatively affect how other users enjoy any Improbable services; and
You will not use the Content to represent or imply that We endorse or otherwise support Your use of or interactions with MSquared.
You hereby grant Improbable an irrevocable, worldwide, non-exclusive and royalty free licence to allow Improbable to publish, display, perform, use, promote, market, improve, update, distribute, Your User Material and Content in any way We see fit.
You grant Improbable the limited right to make such modifications to Your Content as may be necessary to resolve bugs, ensure compliance, or otherwise support and maintain Your Content for as long as You make it available in MSquared. If You don't make the requested modifications within a reasonable time frame, Improbable may remove Your Content.
You acknowledge that We reserve the right to remove or modify any User Material or Content in our sole discretion. 3.10. Users have the right to access and interact with Your Content for as long as it remains in the platform; after that, the licence still continues, but only so Improbable can continue to make available any Content You have contributed to MSquared even if You request to delete Your Content, Your data, or Your Epic Account.
Once You publish Your content on Msquared, Users have the right to stream or record gameplay of Your Content (“Videos”), edit these Videos, and promote these Videos using images of gameplay (which may also include depictions of Your Content) on social media and other video sharing platforms. 3.12. Apart from the license You grant Improbable above, We have no rights under these Terms from You or Your licensors in any Content You submit. The rights You grant to Us herein is not an ownership right, but a license to the Content You own (“Digital Rights”). You have the right to use the Content You own that You have developed in Msquared in any of your current and future works, including works outside of MSquared; provided that You do not use or infringe any of Improbable’s content or trademarks, or third-party content obtained through Msquared that you aren't licensed to use in those works.
Intellectual Property: Subject to Your compliance with the Terms, Improbable hereby grants You a personal, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable and royalty free licence to use the intellectual property and software in MSquared. You accept that We own and will retain all rights, title and interest, including all intellectual property rights, in MSquared and any Content created, and We have the sole right to copy, distribute or modify this Content. Any form or software that is altered, modified, conceived, improved, or developed by You using MSquared will remain the sole and exclusive property of Improbable. As a condition of early access to MSquared, You may be asked and expected to provide Us with Feedback (defined below). Improbable will own all rights in all oral and written feedback, ideas, proposals relating to MSquared, Improbable products and services, or any suggested improvements (together “Feedback”).
Special Requirements for Music
Your submitted content on MSquared may include music that You have either uploaded or created. However, it is essential that You either fully own the music or have obtained the necessary consents and licenses to upload and use the sound recording(s). The license You grant to Improbable, as outlined in Clause 3 (Content) of these Terms, applies to the music You upload.
You bear sole responsibility for maintaining these consents and licenses. Additionally,You must comply with any relevant reporting requirements or contractual obligations to entities such as labels, publishers, performing rights societies, collective management organizations, co-writers, performers, and any other applicable payments or fees to organizations like SAG-AFTRA and/or AFM. If You cannot secure and uphold these consents or licenses for Improbable’s benefit, refrain from uploading music to MSquared.
You represent and warrant that Improbable has no obligation to pay royalties to any third party worldwide. This includes the owner of the sound recording, the owner of the musical work, or any entities representing authors’ rights, producers, performers, unions, guilds, or other third parties. Improbable’s use of Your music, as well as others’ use under these Terms, does not incur any such payment obligations
Confidentiality: You acknowledge that by downloading and using MSquared, You are accessing confidential information. You accept that You will not disclose or share to any other individual any confidential information provided to You unless provided with explicit written permission to do so from an Improbable representative. You do not have the right to stream, record or otherwise capture any element of MSquared in any form, aside from solely for the purpose of providing feedback to Your contact at Improbable regarding MSquared, unless otherwise agreed with Improbable.
No Warranty: MSquared is still in development and may have missing features, bugs, or errors. We do not make any promises or warranties about MSquared and its tools and features, and it is provided "as is" without any warranty or any representations. All implied and/or statutory representations, conditions or warranties are excluded to the extent permissible by law. There may be times when MSquared (or any part of it) is not available for technical or maintenance related reasons, whether on a scheduled or unscheduled basis.
Liability: The maximum and total aggregate liability of Improbable and its affiliates, officers, directors, employees and agents for any claims in connection with these Terms, such as direct, indirect, incidental, or consequential damages, will be $100 (except where liability is not possible to be limited).
Suspension and Termination: Without limiting any other remedies, if You breach the Terms, violate applicable laws, We reserve the right to suspend or terminate Your access to MSquared without notice. You agree to compensate Us for all losses, harm, claims and expenses that We incur in relation to Your breach. Without limitation, some examples of breaches that could cause Us harm or financial loss, are any unauthorised or prohibited use by You of MSquared, Improbable confidential information, the Unreal licence or any third party intellectual property. Upon termination of this licence, You must immediately cease using MSquared, uninstall it from Your device, and destroy any copies in Your possession.
Right to Modify and Terminate: We have the right to update these Terms by publishing an updated version. We have the right to terminate these Terms at any time.
10.1. Your access will automatically terminate or be suspended if You breach the Requirements or Restrictions mentioned above. Usage of MSquared is at Improbable’s sole discretion and may be revoked at any time; and 10.2. If You breach the Terms or if Your usage of MSquared is revoked or suspended, You must immediately delete and cease using MSquared, and destroy all Your Content.
DMCA. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Improbable will respond expeditiously to claims of copyright infringement committed using the World Builder if such claims are reported to Improbable. Upon receipt of a copyright infringement notice, Improbable will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content, from the Products and from the metaverses within the M2 Platform in which such Products are made available.
Governing Law and Dispute Resolution: These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. The parties agree to firstly seek to resolve any dispute by negotiation and, if not possible, then through binding arbitration.
Arbitration: Any arbitration between you and Improbable will be settled under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. All disputes will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.
Annex 1
MSQUARED END USER TERMS OF SERVICE
LAST UPDATED: 12 April 2024
1. SUMMARY:
These terms constitute a legal agreement between you and Improbable MV Limited (incorporated and registered in England and Wales with company number 13856337), whose registered office is at 10 Bishops Square, London, United Kingdom, E1 6EG (“M2”, "we", "us” and “our”) and contain important information about your rights and obligations in relation to our Services (as defined below).
These terms apply to all downloads, access and/or use of the experiences owned or operated by M2 (each an "Experience" and together the "Experiences"). These terms also apply to any other services that we may provide in relation to the Experience, such as customer support, social media, community channels and other websites that we may operate from time to time (we refer to all our Experiences and other services collectively as the "Services").
We may update or revise these terms at any time by posting an updated version online and any continued usage of the Experiences is subject to the latest version of these terms. Your continued use of our Services will constitute your acceptance of the updated terms. If you do not agree, then you must cease all access and/or use of our Services.
Any notices or other communications provided by M2 under these terms will be given by posting to the Services. However, as our Services are evolving over time we may change or discontinue all or any part of the Services at any time and without any notice, at our sole discretion. 2. ACCESSING AND USING OUR SERVICES 2.1. To use our Experiences you must be above the age of 18 years old. If you are below that age, you may not use or access our Experiences or Services. If you have used or accessed our Experiences or Services and are under the age of 18 years old, you must stop doing so immediately.
2.2. The Experiences may have minimum requirements depending on your chosen device system, or platform. The Experiences may not work as intended if your device, system or platform does not meet the minimum requirements.
2.3. Rules, controls and guidelines for each Experience may be found within the Experience itself. Any such rules, controls and guidelines form part of these terms and you agree to comply with them.
2.4 We may include anti-cheat software tools which run in the background of your device to help us detect and deal with any cheating in our Experiences.
2.5. You are responsible for any connectivity charges you may incur when accessing our Services.
2.6. You must follow any applicable geographic or regional, language or location-based restrictions, requirements or rules regarding the Experiences. We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.
2.7. If something goes wrong with the Services, we may ask you to send an optional crash log report in order to improve the code for future use. These reports may include some personal data.
3. ACCOUNTS 3.1. When using our Services, you may be required to create an account with us or otherwise link a third party account to our Services. You agree that you will take all steps necessary to protect your log in details and keep them confidential. Your account is personal to you and you are not entitled to share your account or transfer it to any other person.
3.2. You confirm that all the information you provide to us on accessing and/or using our Services is and shall remain true, accurate and complete at all times.
3.3. In these terms, references to “log in details” or “account” include your log in details and account for any social network or platform that you may allow our Services to interact with.
3.4. We will not be responsible to you for any loss or harm that you suffer as a result of an unauthorised person accessing your account and/or using our Services, whether fraudulently or otherwise.
3.5. You understand that if you delete your account, or if we delete your account in accordance with these terms, you may lose access to any data previously associated with your account. You agree that you shall have no ownership or property interest in any account you create using our Services.
3.6. We may suspend, terminate, modify or delete any accounts at any time for any reason or no reason, with or without notice to you.
4. USER CONDUCT AND CONTENT 4.1. You must comply with the laws that apply to you in the location that you access our Services from, including any restrictions or prohibitions on using our Services.
4.2. For the purposes of these terms and related documents such as our Acceptable Use Policy (found at Appendix A), “User Content” means any information, data, text, audio, software, sound, photographs, images, graphics, video, messages, tags, or other materials sent, uploaded, communicated, posted, transmitted or otherwise made available via our Services by you or another user. You understand and agree that all User Content that you may be sent when using our Services, whether publicly posted or privately sent, is the sole responsibility of the person that sent the User Content. This means that you, not us, are entirely responsible and liable for all User Content that you may upload, communicate, transmit or otherwise make available via our Services. For example, the content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so.
4.3 We do not control User Content posted on our Services by other people and therefore we do not guarantee the accuracy, integrity or quality of that User Content. You may be exposed to User Content that you may consider offensive, indecent or objectionable. We are not liable for any such User Content, including, but not limited to, any errors or omissions, or losses or harm of any kind resulting from the use of any User Content posted, transmitted or otherwise made available via our Services.
4.4. While we are under no obligation to actively monitor, approve, edit or control User Content that you or others post or publish through the Service, we reserve the right to, without prior notice and in our sole discretion, remove, screen, edit, suspend, disable, block or investigate any User Content from our Services , including, but not limited to, if we decide that it results in or from a breach of any part of these terms, our Acceptable Use Policy, or applicable law, or that it may otherwise bring us or our Services into disrepute.
4.5 We may make unavailable at any time, without notice, any character data, Experience progress, Experience customization or other data related to your use of the Experience and other elements unique to the Services.
4.6 The Experience may contain flashing lights, images, other luminous stimulations and/or loud noises which may trigger or induce epilepsy or result in other adverse physical, mental, or emotional results in individuals. If you or any one in close proximity has any condition that may be impacted by these triggers, including but not limited to epilepsy, please consult your doctor before accessing the Experience. If you experience altered vision, disorientation, dizziness, or any involuntary movement, while playing, please immediately discontinue accessing the Experience and seek medical advice.
5. USING OUR EXPERIENCES WITH OTHER USERS 5.1. Some of our Experiences allow you to play against an opponent or to play socially with other users.
5.2. By accessing and/or using our Experiences you agree that your display name, scores, avatar, country location, online/offline status and other related details may be displayed in any media, for any purpose, and without any payment to you, including (without limitation) to other users in our Experiences or within our marketing.
5.3 Our Experiences may offer you the opportunity to communicate with other users via text chat, voice chat or other communication methods. You should not share any personal information (including, but not limited to, real name, email or postal address, date of birth, etc.) via any such communication methods but if you choose to do so then that you acknowledge and agree that it is done entirely at your own risk and the terms of Clause 9.1 shall apply to the maximum extent permitted by law.
6. SUSPENSION & TERMINATION 6.1. Without limiting any other remedies or any other clause of these terms, if we reasonably believe or have determined that you are in material breach of these terms (including by repeated minor breaches), or our Acceptable Use Policy, or we otherwise deem it necessary to terminate these terms in our sole discretion, we reserve the right to take any of the following actions, whether individually or in combination, and either with or without notice to you: 6.1.1. delete, suspend and/or modify your account or parts of your account, including any Experience progression or benefits and privileges; 6.1.2. otherwise terminate your access to and use of our Services, including any Experience, User Content, or Experience Content (defined below), with no liability or notice to you in the event that you use the Experience Content in any manner not expressly permitted under these terms or our Acceptable Use Policy.
6.2. We reserve the right to delete your account if no activity is conducted by you in relation to the account for sixty (60) or more days.
6.3. You agree to compensate us, according to law, for all losses, harm, claims and expenses that may arise from any breach of these terms by you.
6.4. You may terminate these terms at any time by permanently ceasing all use of the Services, and/or by deleting your account.
6.5. We reserve the right to suspend or discontinue our Services at our sole discretion and without notice to you, although we will always endeavour to give reasonable notice where possible.
6.6. Upon any termination of these terms, you agree that the rights and licences granted to you will automatically terminate, you may no longer exercise any of those rights, licences or these terms. Notwithstanding the foregoing, Clauses 6.4, 7, 9, 10.1, 10.4.4, 10.4.5, 10.6, 11, 12.3, and 14 through 19 survive any termination or expiration of these terms.
7. DISCLAIMERS 7.1. WHILST WE WILL MAKE EVERY EFFORT TO MAKE SURE THAT YOU CAN ENJOY OUR EXPERIENCES, OUR EXPERIENCES AND SERVICES AND ANY MATERIALS AND EXPERIENCE CONTENT (DEFINED BELOW) AND USER CONTENT (COLLECTIVELY “CONTENT”) AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND WITHOUT ANY REPRESENTATION, CERTIFICATION, GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
7.2 TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE SPECIFIED IN THESE TERMS, M2, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS (COLLECTIVELY, THE “M2 PARTIES”) DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, THE EXPERIENCES, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING (A) ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
7.3 THE M2 PARTIES DO NOT WARRANT THAT THE SERVICE, EXPERIENCES OR ANY PORTION OF THE SERVICES OR EXPERIENCES WILL MEET YOUR REQUIREMENTS, EXPECTATIONS OR BE AVAILABLE ON AN UNINTERRUPTED, TIMELY OR RELIABLE BASIS, OR BE ENTIRELY SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, OR THAT THE INFORMATION YOU SHARE WITH US WILL BE SECURE.
7.4 THE M2 PARTIES MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES OR THAT ANY ISSUES WILL BE CORRECTED.
7.5 THE M2 PARTIES CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR VULNERABILITIES (COLLECTIVELY, “MALICIOUS CODE”). THERE ARE RISKS ASSOCIATED WITH PROVIDING INFORMATION OVER THE INTERNET (INCLUDING THE RISK OF MALICIOUS SOFTWARE INTRODUCTION AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORISED ACCESS TO INFORMATION STORED WITHIN YOUR WALLET). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACCEPT AND ACKNOWLEDGE THAT THE M2 PARTIES WILL NOT BE RESPONSIBLE FOR ANY BREACH OF SECURITY OR THE RESULT OF YOUR INTERACTION WITH ANY MALICIOUS CODE AS A RESULT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE SERVICES.
7.6 WITHOUT LIMITING THE FOREGOING, THE M2 PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) BLOCKCHAIN NETWORKS, DIGITAL ASSETS WALLETS, OR CORRUPT FILES; OR (II) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
8. PROVISION OF THE SERVICES 8.1. We will always endeavour to provide our Services in accordance with any legally required standards.
8.2. We may modify, suspend, discontinue, withdraw, substitute, replace, change, or limit your access, and update our Services in whole or in part in our sole discretion and without notice to you (provided always that any such changes do not result in material degradation in the functionality of any part of the Services which has been paid-for with real money). We will not be liable if for any reason all or any part of the Experience Content, or the Experience is unavailable at any time or for any period.
8.3 From time to time, we may restrict, modify, or limit your access to any or all parts of the Services, Experience, and/or the Experience Content, depending on the territory in which you are located. It is your sole responsibility to make all arrangements necessary for you to have access to the Experience Content. Services may not be available in countries where engagement is restricted by the office of foreign assets control (“OFAC”), this includes Cuba, Iran, Democratic People’s Republic of Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
8.4. We are not liable or responsible for any failure to perform any of our obligations that is caused by events outside our reasonable control.
8.5. We may remotely patch, maintain, modify, support, update or change the Services over time (for example to add or remove features, to resolve software bugs or to balance an Experience, with or without your knowledge). This may result in mandatory and/or automatic updates and older, non-updated versions downloaded to your hard drive or otherwise may become unusable over time. We reserve the right to do this without notice or liability to you.
9. LIMITATION OF LIABILITY 9.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE M2 PARTIES, OR THEIR LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY LOSS OF USE, PROFITS, REVENUE, BUSINESS, SAVINGS OR ANTICIPATED SAVINGS, LOSS OF DATA, GOODWILL, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR ANY OTHER INTANGIBLE LOSS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO, OR USE OF, OR ANY DELAY OR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OF THE M2 PARTIES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH CAUSE OF ACTION OR DAMAGES.
9.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE M2 PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES WILL NOT EXCEED ONE HUNDRED POUNDS STERLING (£100) REGARDLESS OF THE NUMBER OF TIMES YOU PARTICIPATE IN THE EXPERIENCE. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
9.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES FORM AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND WILL CONTINUE TO APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.4 YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD THE M2 PARTIES HARMLESS FROM ALL CLAIMS, DEMANDS, ACTIONS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL LEGAL FEES, COSTS, OR EXPENSES) THAT ARISE OUT OF OR ARE CONNECTED WITH: (A) YOUR ACCESS TO OR USE OF THE SERVICES; (B) YOUR USER CONTENT; OR (C) ANY CLAIM THAT CONSTITUTES A BREACH BY YOU OF THESE TERMS.
10. INTELLECTUAL PROPERTY 10.1. You acknowledge that the Experience and its contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the M2 Parties, their licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
10.2 You agree not to remove, alter or obscure any international, copyright, trademark, patent, trade secret, service mark or other proprietary rights notices incorporated in or accompanying the Services (any third-party attributions for an Experience are found in Appendix B). You understand and agree that you have no ownership interest in the Services.
10.3. Whilst you remain in compliance with these terms, we grant you a non-exclusive, non-transferable, personal, revocable, non-sublicensable limited licence while these terms are in effect to access and/or use our Services (but not any related object and source code), including any Experience Content (defined below), for your own personal private use, in each case provided that such use is in accordance with these terms, and only for the use of the Experience and Services. We and our licensors reserve all rights not granted to you in these terms. “Experience Content” means all artwork, titles, themes, objects, characters, names, dialogue, catch phrases, stories, animation, concepts, sounds, audio-visual effects, methods of operations, musical compositions, communications, documents, information, materials and any other content within the Services.
10.4. You acknowledge and agree that, other than the licence granted to you by these terms, you shall have no ownership or property interest in any of our services, including without limitation online accounts. You must not copy, distribute, make available to the public or create any derivative work from our Services or any part of our Services unless we have first agreed to this in writing.
10.5. By submitting User Content via our Services you: 10.5.1. Grant to us a non-exclusive, transferable, worldwide, royalty-free, irrevocable, perpetual licence, with the right to sublicense, to host, store, transfer, publicly display, perform, reproduce, use, copy, modify, create derivative works based upon, distribute and archive, your User Content, in whole or in part, in any media formats and through any media channels in connection with operating and providing the Services to you and to other users of the Services and otherwise as necessary to comply with applicable laws, including improving the Services over time. This licence includes the right to copy User Content on our database and make backups. This licence does not grant us the right to sell or otherwise distribute or use User Content outside of the provision of the Services and/or the Experience; 10.5.2. Represent and warrant that you have all the current and future rights, licences, consents and permission that are necessary to grant us the licence rights in your User Content for the Service under these terms; 10.5.3 Represent and warrant that your User Content, and the use of your User Content as contemplated by these terms, does not and will not: (i) infringe, violate, or misappropriate the rights of any third party; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person, or (iii) cause M2 to violate any applicable law, rule, or regulation; 10.5.4. Represent and warrant that your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate. 10.5.5. Hereby grant to other users of the Service a non-exclusive licence to access and use your User Content as permitted by these terms and the functionality of the Service; 10.5.6. Agree that we have no obligation to monitor or protect your rights in any User Content that you may submit to us, but you do give us the right to enforce your rights in that User Content if we want to, including but not limited to taking legal action (at our cost) on your behalf.
10.6. You must not copy, distribute, make available to the public or create any derivative work from any User Content belonging to any other user of our Services.
10.7. Feedback: You may be asked and, as a condition of your participation in the Experience, expected to provide us with Feedback (defined below) from time to time. We shall own all rights (including all intellectual property rights) in all oral and written feedback or ideas that you provide to us relating to our products and services, the Experience, or any suggested improvements thereto (“Feedback”). You hereby grant and assign to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free licence, with the right to sublicense, under any and all intellectual property rights that you own or control to use, disclose, reproduce, licence, distribute, edit, adapt, publish, use, copy, modify, create derivative works based upon, distribute copies of, publicly perform, publicly display and otherwise exploit the Feedback in any and all media, for any purpose and in any country without any payment to you. If you have rights in the Feedback that cannot be licensed to us under applicable law (such as moral or other personal rights), you hereby waive and agree not to assert those rights. We may use any Feedback you submit about the Experience for promotional or other purposes, including featuring extracts on social media or in marketing materials.
11. REPORTING INAPPROPRIATE OR INFRINGING CONTENT 11.1. We take intellectual property infringement very seriously and comply with the provisions of the Digital millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended) and the European Copyright Directive 2001/29/EC (as implemented). If you wish to report an alleged infringement, harassment and/or hateful, offensive or defamatory content included in material posted on the Service (“Challenged Content”), you may contact our Designated Agent at the following address: Improbable MV Limited, 10 Bishops Square, London E1 6EG and/or at the following email address: legal@improbable.io
11.2 Any notice alleging that materials hosted by or distributed through the Service are Challenged Content must include the following information: 11.2.1. a description of the Challenged Content and where it is located on the Service; 11.2.2.if relating to an alleged infringement of intellectual property, a description of the intellectual property rights that you claim has been infringed and an explanation as to how they have been infringed ; 11.2.3. your address, phone number and email address; 11.2.4. if relating to an alleged infringement of intellectual property, a statement by you that (i) you have a good-faith belief that the use of the materials on the Service of which you are complaining is not authorised by the copyright or intellectual property owner, its agent, or the law, and (ii) the information that you are providing is accurate, correct, and that, under penalty of perjury, you are the copyright or intellectual property owner or authorised to act on behalf of the copyright or intellectual property owner; and 11.2.5. if relating to an alleged infringement of intellectual property, a physical or electronic signature of the person authorised to act on behalf of the owner of copyright or other right that has allegedly been infringed.
11.3. M2 may take such other action as we deem appropriate, in our sole discretion, to deal with the Challenged Content, including promptly terminate the accounts of users that are determined by M2 to be infringers or are believed to be infringing the rights of copyright holders.
12. PRIVACY 12.1. For information regarding the collection, processing, and use of your personal information please read our Privacy Policy . If you do not agree to our Privacy Policy you should not download or access our Experiences or otherwise access and/or use our Services.
13. LINKS 13.1 We may link to third party websites or services from our Services. You understand that we make no promises regarding any content, products, goods or services provided by such third parties or links displayed on such websites and we do not endorse the same.
13.2 We are also not responsible to you in relation to any losses or harm caused by such third parties. You acknowledge sole responsibility for, and all risk arising from and incurred through, your use of any third-party websites or resources. This includes compliance with any and all terms of use from third-party websites or resources.
13.3 You understand that when you provide data to third parties you are providing it in accordance with their privacy policy (if any) and our privacy policy does not apply in relation to that data.
14. ASSIGNMENT We may transfer all or a part of our rights or responsibilities under these terms to someone else without obtaining your consent. You may not transfer any of the rights we give you under these terms unless we first agree to this in writing.
15. ENTIRE AGREEMENT These terms, including our Privacy Policy and Acceptable Use Policy (set out below), set out the entire agreement between you and us concerning our Services and they replace all earlier agreements and understandings between you and us in respect of the Services.
16. SEVERABILITY If any part of these terms is held to be invalid or unenforceable under any applicable local laws or by an applicable court, that part shall be interpreted in a manner consistent with applicable law to reflect as nearly as possible our original intentions and the remainder of these terms shall remain valid and enforceable. If it is not possible to interpret an invalid or unenforceable part of these terms in a manner consistent with applicable law, then that part shall be deemed deleted from these terms without affecting the remaining provisions of these terms.
17. WAIVERS OF OUR RIGHTS Our failure to exercise or enforce any of our rights under these terms does not waive our right to enforce such rights. Any waiver of such rights shall only be effective if it is in writing and signed by us.
18. DISPUTES; GOVERNING LAW 18.1. Our Experiences and other Services are made available subject to these terms. If you have a dispute or concern, please let us know by contacting us at legal@improbable.io. While most disputes or concerns can be solved quickly by contacting us, in the unlikely event that we cannot solve your concern and you wish to bring legal action against us these terms shall be governed by and construed in accordance with the laws of England, without reference to conflict of laws principles.
18.2. Any dispute between us regarding these terms, will be subject to the jurisdiction of the courts of England. 19. USE OF NVIDIA GEFORCE NOW 19.1. The Services make use of the Graphics Delivery Network (“GDN”) provided by NVIDIA Corporation (“NVIDIA”). The GDN makes use of various open source software as detailed here: https://www.nvidia.com/en-us/geforce-now/open-source-licensing/. By accessing the Services, you agree that NVIDIA may collect data in accordance with NVIDIA’s Privacy Policy found here: https://www.nvidia.com/en-us/about-nvidia/privacy-policy/.
19.2. You agree not to: (a) copy, sell, rent, sublicense, transfer or distribute any portion of GDN, or allow third parties to do so; or (b) reverse engineer, decompile, disassemble, modify, create derivative works, or remove copyright or other proprietary notices from any portion of GDN, or allow third parties to do so.
19.3. In addition, you agree that you shall not use the GDN: 19.3.1 to promote or engage in any illegal or fraudulent activity; 19.3.2 to violate the rights of others (including infringing or misappropriating third party intellectual property rights, or privacy rights, in accordance with local laws, regulations, and guidelines); 19.3.3 to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm; 19.3.4 to misuse, disrupt, or exploit any aspect of NVIDIA services or NVIDIA servers for any unauthorised use, and users cannot try to access areas or download software or materials not intended for users (including using GDN in any way to access any unauthorised third-party sites); 19.3.5 to load to NVIDIA servers or distribute any malware (such as viruses, drop dead devices, worms, trojan horses, traps, back doors, or other software routine of such nature), or otherwise violate the security integrity, or availability of any user, network, computer, or communications system, software application, or network or computing device; 19.3.6 to disturb the use and enjoyment of GDN by other users; or 19.3.7 for any commercial use, including virtual item mining, cryptocurrency mining, botting, and farming; 19.3.8 If we or NVIDIA determines that you are not in compliance with the acceptable use terms above, we reserve the right to suspend or terminate your access to the Services.
20. IN-GAME CONTENT AND DISTRIBUTOR 20.1. Distributor. The Services may offer Purchasable Content (as defined below), provided by Xsolla (USA), Inc. or other providers (“Distributor”) as may be determined by us. Distributor acts as a global distributor of in-game items, keys, and inconvertible virtual currency (but excluding NFTs as defined below).
20.2. “Purchasable Content” means all virtual materials provided to users within the Services, including but not limited to in-game items, keys, virtual assets or goods, and inconvertible virtual currency (“VC”). You acknowledge and agree that the ownership and usage rights of Purchasable Content are subject to the conditions outlined below.
20.3. VC serves as the primary medium of exchange within the Services, allowing users to purchase in-game items, and participate in virtual transactions. Users understand and agree that VC holds no intrinsic value outside of the Services and cannot be exchanged or redeemed for real-world currency.
20.4. Purchases. Users can acquire Purchasable Content through various means, including in-game purchases, rewards for completing tasks or challenges, or trading with other users.
20.5. Users acknowledge and agree that once they have activated any Purchasable Content, all transactions are final and non-refundable.
20.6. M2 reserves the right to terminate, modify, remove, disable access or suspend the use of Purchasable Content at any time that violates these terms or infringes upon the rights of other users, without prior notice or liability.
21. NFTs 21.1. The Services may offer in-game non-fungible tokens (“NFTs”), provided by us or a third party. Each NFT made available to you is associated with certain digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available (“Related Content”).
21.2. The NFT is intended for consumer enjoyment, use and consumption only. It is not a “security” as defined by the UK Financial Services and Markets Act 2000.
21.3. Related Content is separate from the associated NFT and is not sold or otherwise transferred to you, but is instead licensed to you on a limited, personal, non-exclusive, non-sublicensable, worldwide licence under any copyright owned by us in any Related Content to display and perform the Related Content for non-commercial, personal use.
21.4. There are no other licence rights, whether express or implied, with respect to any of the Related Content or any derivative works thereof, and no licence rights are granted under any patent, trademark, trade secret or other intellectual property or proprietary right other than any copyright owned or controlled by the applicable rights owner.
21.5. Without limiting the foregoing, the licences granted herein do not grant you the right to:
copy any Related Content, store any Related Content on any device owned or controlled by you, or modify or create any derivative works of any Related Content;
exercise any licence rights herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by us at our discretion;
grant any sublicense of any licence rights;
delete, remove or obscure any trademark notice, copyright notice or other intellectual property notice;
reverse engineer, decompile or attempt to discover the source code for any NFT or Related Content; and
use any Related Content in any manner not expressly authorised herein or exercise any licence rights herein or in any manner that violates applicable law.
21.6. If you breach any of your obligations under these terms, your right to display and perform the Related Content, and any and all other licence rights that you may have under these terms, will immediately terminate without any requirement of notice. Upon termination of your licence rights for any reason you will immediately cease any and all use of any Related Content and any other exercise of any licence rights under these terms.
APPENDIX A: ACCEPTABLE USE POLICY
You agree not to, and not to allow third parties to, use the Services to:
probe, scan, or test the vulnerability or breach of any system, network or authentication measures;
breach or otherwise circumvent any security or authentication measures;
access, tamper with or use non-public areas or parts of Services, or shared areas of the Services to which you do not have access rights;
generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitations (“spam”) or false source-identifying information (“spoofing” or “phishing”);
copy, sublicense rent, lease, licence, resell, distribute, reproduce, display, mirror, frame, transfer, or use the Services, including Experience Content, in breach of these terms;
inundate a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective (“DDoS”) or any other similar activities including mail bombing, news bombing, broadcast attacks, overload, spamming, or flooding techniques;;
modify, merge, distribute, adapt, translate, copy, reverse engineer, datamine, decompile, derive source code from, disassemble, create derivative works of, hack, disrupt, or interfere with any part of the Services, User Content, Experience Content, or any part of them;
use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on the Services or for any other purpose;
use the Services, or upload, publish, submit, or transmit any User Content to M2 servers in any way which is detrimental to the enjoyment of the Services by other users including is: (i) actually or allegedly illegal or infringes, misappropriate, or violates third party intellectual property rights, trade secrets, contractual rights, moral rights, other proprietary rights, or rights of publicity or privacy; or (ii) is related to gambling, money laundering, terrorism, and/or pornographic or adult content; (iii) is defamatory, racist, obscene, violent, harassing, abusive, bullying, threatening, disrespectful, vulgar, misleading, deceptive, scamming, fraudulent, discriminatory, offensive, inappropriate, or contrary to public morals or public policy; or (iv) that may be harmful to M2, its operations and/or reputation;
use, intercept, emulate, mine, redirect, or otherwise collect data or information (including personal data and confidential information) from the Services or other M2 systems using unauthorised third-party software or otherwise;
post, upload, transmit or facilitate the transmission of any files that contain any malicious code, including viruses, spyware, Trojan horses, worms, time bombs or intentionally corrupted data;
access the Services in a manner that is intended to avoid incurring fees due under this or any other agreement;
attempt to access, copy, steal, modify or otherwise interact with third party content stored or located on M2 servers or any areas of the Services that are not made available to the public;
upload to the M2 servers or Services anything which causes damage to or affects the operation of the Services or any third party content;
impersonate any person, business or entity, impersonate another person or falsely imply that you are an Experience employee or representative, including an employee of M2, misrepresent your affiliation with any person or entity, or device or mislead through messages or communicating in any way that makes it appear that the communication originates from M2 or communicating any information which is grossly offensive or menacing in nature;
impersonate any person, affiliation, entity, or publicly post identifying information about yourself, M2 employees, or other users, or collect or store any information that could be used to identify an individual, either itself or combined with other information;
harass, stalk, abuse, intimidate, intentionally offend, bully, embarrass, spam, harm or threaten other users or M2 employees or do anything else that is unwanted or offensive to another user in the Experience, such as repeatedly sending unwanted messages or making personal attacks or statements about race, sexual orientation, religion, heritage, or otherwise;
initiate, spread, or share hate speech or unlawful language that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
remove, disable, circumvent, modify, or alter or conceal any copyright, trademark, patent or other proprietary rights notice from the Services or any technological measure implemented to protect your associated intellectual property;
interfere with or disrupt any Service of the Experience, including Experience Content, or any server or network used to support or provide any of the foregoing, including through hacking or cracking;
engage in any other activity that disturbs the peaceful, fair and respectful gaming environment of the Experience; or participate in any action which may defraud any other user, including by scamming or social engineering;
use or make available any exploits, cheats, undocumented features, design errors, technological measures or unauthorised third party programs including mods, hacks, cheats, scripts, bots, third party program add-ons, trainers and automation programs that interact with the Services in any way, for any purpose including any interference with online or network play whether on a free of charge basis or otherwise;
select an account or user name that is:
falsely indicative of an association with M2;
contains personally identifying information;
offensive, defamatory, vulgar, obscene, sexually explicit, racially, ethnically, or otherwise objectionable;
uses a misspelling or an alternative spelling to circumvent any restriction on name choices; or
play on another user’s account or otherwise engage in activity intended to “boost” an account’s status or rank; or
use the Services for any business purpose without our express written consent or after we’ve asked you to stop using the Services; directly or indirectly promote, take part in, or encourage any one to participate in the activity described above.
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