ND-USER LICENCE AGREEMENT
1.- GENERAL TERMS.
“THOSE WHO CAME” is an online computer videogame – on its early access version – (the “Videogame”) created, developed and published by ROLLDBOX GAMES S.L., a Spanish company, holding Spanish tax identification number B-02908135 and with registered office in Arago Street 180, 5th floor 2nd door, 08011 (Barcelona – SPAIN), duly incorporated on 30 November 2020 and registered in the Barcelona Companies Registry, volume 47603, sheet 1, page B-556826, inscription number 1 (the “Licensor”).
This EULA will be notified and exhibit to you as the Videogame’s final user (the “User”) once you have purchased the Videogame for the first time and as a requirement before you can even download, open and/or install it on your computer. The User access control will be abided by different videogame online platforms owned by third parties (the “Third-Party Platform”) from which it has purchased the Videogame, and its terms and conditions. And to do so, the User will be required to confirm that it has reached the legal age necessary to contract any information society services according to its country residence or that it has its parental or legal representative permission, always under its responsibility.
From now on, the Licensor and the User can be referred to jointly as the “Parties” or individually and indistinctly as the “Party”.
This EULA will be considered approved for all purposes when the User accepts this entire document by clicking the “I accept” button at the bottom of this text. The acceptance would mean that the User has read and understood the terms of this EULA, and therefore, from that moment, it will be legally binding for both Parties.
However, the Licensor reserves the right to modify the content of this EULA at any time. The Licensor will always notify the User the next time it accesses the Videogame through the Third-Party Platform from which it has purchased it, who will be obliged to accept them if it wants to continue playing the Videogame.
CONSIDERING THAT THE CURRENT LICENCE IS LINKED TO AN EARLY ACCESS VERSION OF THE VIDEOGAME, THE LICENSOR WILL UPDATE THIS EULA ADJUSTED TO THE TERMS AND CONDITIONS ADAPTED TO THE VIDEOGAME FINAL VERSION LAUNCH, WHICH WILL BE FREE OF CHARGE.
After the entry into force of any of its modifications or changes, the User’s access to and use of any Videogame’s content and service will meant its express and freely assumption of the new EULA’s terms acceptance.
2.- LIMITED LICENCE.
This EULA governs the use and access and all the services offered by the Licensor to the User (also indicated as the “Licensee”) in the Videogame through this nonexclusive, non-transferable, limited, fully revocable right and licence to install, access and use one (1) copy of the Videogame (the “Licence”).
The User, acting as the Licensee, has the right of strictly private use, non-commercial, and exclusively to enjoy the Videogame’s service performance, together with its written, electronic or online files, materials and/or documentation under this EULA and Privacy terms.
All User’s License rights are subject to full compliance with this EULA and Privacy terms.
Without prejudice to the previous, access to specific contents and the use of certain services within the Videogame may be subject to certain particular conditions (the “Particular Conditions”). Them, if appropriate, will replace, complete and/or modify the present EULA terms and, in case of a contradiction, the terms of the Particular Conditions on this EULA general conditions shall prevail.
The Videogame online mode does not require any extra payment obligation or other downloadable content (the “DLC”). However, an Internet connection is required for the Videogame proper performance.
Even though future optional DLC will be purchasable by the User through the Third-Party Platform, the Licensor warranties the User all time access to its regular Videogame account set forth in this EULA.
3.- NO ASSIGNMENT OF USER’S OWNERSHIP RIGHTS.
THE VIDEOGAME IS LICENSED, NOT SOLD, TO THE USER BY THE LICENSOR. The User hereby acknowledges that no title or ownership in the Videogame, its parts and/or components are transferred or assigned. This EULA should not be construed as a sale of any Videogame rights.
In no case will it be understood that the Videogame’s reproduction, distribution, use or acquisition implies a resignation, transmission or total or partial transfer of such rights by the Licensor or other third parties with which the Licensor collaborates.
4.- INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS.
References to commercial or registered names and trademarks, logos or other distinctive signs, copyrights patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialogues, settings, artwork, sound effects and musical works are owned by the Licensor, or it has the legal license to do so from or other third parties with which the Licensor collaborates.
The aforementioned includes the entire contents of this Videogame, whether texts, images, sound, original music, files, trademarks, logos, combinations of colours, or any other element, its structure and design, the selection and presentation of the materials included in it, and the computer programs necessary for its operation, access and use.
These intellectual and industrial property rights are reserved for the Videogame’s content and services.
All of them are implicit in the prohibition on their use, without the prior Licensor or its title owners express and written consent. At no time, except before, express, and in writing, the access or use of the Videogame confers to the User any rights mentioned above.
In particular, it is forbidden to modify, copy, reproduce, communicate publicly, transform or distribute in any form the whole or part of the contents and/or services included in the Videogame. Either for public or commercial purposes, if there is no prior authorisation, expressed and written by the Licensor or its title owners.
It is also prohibited to decompile, disassemble, reverse engineer, sublicense or transmit by any means possible, translate or perform derivative works of the computer programs necessary for the operation, access and use of the Videogame and the services contained therein, as well as perform, concerning all or part of such programs, any of the acts of exploitation referred to in the previous paragraph.
In that sense, the User must, in any case, refrain from deleting, altering, circumventing or manipulating any protection devices or security systems that may be installed in it or do anything else with the Videogame software that would breach any of the technical security measures, the applicable EULA and other Videogame’s Particular Conditions in force.
5.- DISTRIBUTION PARTNERS AND PLATFORMS.
THEREFORE, THE USER WILL USE ITS OWN THIRD-PARTY PLATFORM’S I.D. ACCOUNT TO ACCESS THE VIDEOGAME, AND SO IT ACCEPTS THE THIRD-PARTY PLATFORM TERMS AND CONDITIONS AT ITS SOLE RISK AND RESPONSIBILITY. The Licensor does not take responsibility for the contractual obligations that exclusively bind the legal relationship between the User and the Third-Party Platform.
However, the following matters shall be governed by the provisions of the Third-Party Platform terms and conditions: prices, methods of payment and any User’s rights to cancel this EULA and receive any refunds of amounts paid in respect of this EULA.
Therefore, all such applicable Third-Party Platform terms and conditions are incorporated herein by this reference.
Third-Party Platforms owners are fully responsible for any bank-related charges or other charges or fees related to your purchase transactions within the Videogame.
6.- TECHNICAL SECURITY MEASURES.
The Videogame may include technical security measures to prevent anyone from exceeding the limited rights and licenses granted under this EULA.
Such measures are related to the designed solution, both on the client/server model and the information model, as well as the hiring of a reliable infrastructure service provider, among others.
Licensor reserves the right to internally register and use the Videogame’s metrics anonymous information at any time to improve the Videogame in any aspect. If the User tampers with or attempts to, these technical measures, which is not allowed by the Licensor under any circumstances, the Videogame running may not work properly.
Following those mentioned above, the Licensor have the right to suspend or terminate the License immediately if it detects that the User is contravening or intending to, any of the technical security measures configured on this Videogame and its software.
Videogame legal warranties will apply depending on the national Consumers and Users regulation in force applicable in every country.
If applicable, according to the European Protection of Consumers and Users regulation, the User’s acquiescence to the Videogame will be an irrebuttable presumption when it complies with the requisites, subjective and objective, reflected in this EULA, once the Videogame software’s have been correctly installed in the User’s computer.
If applicable, according to the European Protection of Consumers and Users regulation, and keeping in mind that the License includes digital content, the User agrees that once it has successfully finished the Videogame download and installation, it accepts that from that exact moment it will not be able to exercise its desisting right to the Licensor.
Nevertheless, those mentioned above could be complemented by explicitly stated Third-Party Platforms desisting policies and warranties.
In no case will the Licensor be responsible for the inappropriate, harmful or illegal use that the User, or third parties linked to it, make of the Videogame and its parts and components. The conformity of the Licensor with the User’s performance will not be presumed in any way unless it has been expressly stated.
In that sense, the User shall indemnify and keep indemnified the Licensor against all liabilities, damages, losses, costs and expenses suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA.
9.- LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR (AND ITS SUBSIDIARIES, SUPPLIERS OR LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS) SHALL NOT BE LIABLE TO THE USER OR ANY OTHER PERSON LINKED WITH IT FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR INCIDENTAL DAMAGES, ARISING OUT OF THE DOWNLOAD, INSTALL, USE OF OR INABILITY TO USE THE VIDEOGAME, INCLUDING LOSS OF PROFITS OR LOSS OF GOODWILL, HOWEVER, CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS EULA OR THE TERMINATION THEREOF, WHETHER OR NOT THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND WHATSOEVER FOR ANY REASON RELATED TO THIS EULA.
THE TOTAL AGGREGATE LIABILITY OF THE LICENSOR AND RELATED PERSONS, FOR THE CLAIMS ARISING FROM THE FULFILMENT OF THIS EULA OBLIGATIONS, AS WELL AS THE NON-CONTRACTUAL CIVIL LIABILITY TO THE USER, SHALL NOT EXCEED IN ITS WHOLE THE PRICE PAID TO LICENSOR OR THIR-PARTY PLATFORM FOR THE VIDEOGAME AND WILL NOT INCLUDE IN ANY CASE DAMAGES DERIVED FROM THE LOSS OF PROFITS, CONSEQUENTIAL DAMAGES, OR ANY OTHER COST OR LOSS OF ANOTHER NATURE.
The Licensor will not assure or warrant that the Videogame will work properly at all times, due to external causes that exceed the Licensor’s control, including Third-Party Platforms the User may access in the course of the use of the Videogame. Moreover, an Internet connection is required to download, install, execute and play the Videogame, including a stable network connection.
Even though the Third-Party Platform terms and conditions will determine before initiation the purchase which are the requirements for the Videogame at any time, the Licensor informs that the User will require to have Microsoft® (Windows O.S.) operating system to complete this procedure. Any other operating system is not compatible with the current version of the Videogame. The Licensor will inform when other operating systems are available. The Licensor has prepared a setting options menu where the User can select the graphics option that better meets with the user’s pc characteristics.
The current Licence is designed to run from servers located in Europe and the United States of America, where the Licensor have activated servers on two side coasts, to minimize the latency effect. Hence any malfunction based on connectivity issues or other Internet failures derives from the User’s access from other territories o parts of the world different from those above, the Licensor would not assume any responsibility.
The User acknowledges and agrees that Licensor is not responsible or liable for (i) any viruses or other disabling features that could affect the User’s computer or operation system while accessing, downloading, installing, using or playing the Videogame, (ii) any type of incompatibility or malfunction with other videogame or software running at the same time or within the same computer (iii) any connection problems, delays or malfunction while accessing, downloading, installing, using or playing the Videogame in an accurate or timely manner.
This clause shall survive the expiration or termination of this EULA.
10.- USER’S ACCOUNT AND ID
To log in and identify itself, the User will be at its disposal to rather opt for a personalised username (the “User ID”) or maintain its Third-Party Platform ID account username. This nickname may be viewable by other Videogame users.
THE USER IS FULLY RESPONSIBLE FOR ALL USE, THE SECURITY OF ITS USER ID, AND ANY THIRD-PARTY PLATFORM ACCOUNTS THAT IT COULD USE TO ACCESS AND USE THE VIDEOGAME.
11.- ONLINE INTERACTION.
The user can interact with other logged and active Videogame users’ avatars through its personalised avatar. For that purpose, the User has a combination of predefined emoticons, each with a different meaning, which can be used as its own free will.
The Licensor has no control nor liability about any other website o platform which the User may access. So, the User acknowledges and agrees that the Licensor is not responsible for the availability of such external sites or resources and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. So, the User uses these sites and platforms at its own risk.
However, IN ALL THE INTERACTIVE PARTS CONNECTED WITH OTHER VIDEOGAME USERS, INTERNALLY OR EXTERNALLY, THE LICENSOR FORBIDS (i) any type of online advertising or message chains, and (ii) to transmit, disseminate or make available to other Videogame users through information, messages, graphics, sound or image files, photographs, recordings, software and in general any kind of material, data or content that, WITHOUT LIMITATION TO:
engage in illicit, illegal or contrary to good faith and public order;
in any way contravene, disparage or threaten fundamental rights and public liberties recognised constitutionally or in international treaties and the rest of the legal system;
induce, incite or promote criminal, slanderous, defamatory or violent acts;
induce, incite or promote discriminatory actions, attitudes or ideas based on sex, race, religion, belief or age;
incorporate criminal, violent or degrading messages;
induce or incite to engage in dangerous, risky or harmful practices for health and psychic balance;
are protected by any intellectual or industrial property rights belonging to third parties, without the user previously having obtained the authorisation necessary to carry out the use which he makes or intends to carry out;
violate third party business secrets;
are contrary to the right to honour, personal and family intimacy or the self-image of persons;
infringe the regulations on secrecy of communications;
provoked by its characteristics (such as format, extension, etc.) difficulties in the normal functioning of the Videogame services.
Regarding in-game online interaction, given that the Licensor aims for promoting an experience that causes a positive energy rush in the gaming community, THE LICENSOR FORBIDS THE FOLLOWING BEHAVIOURS WITHIN THE VIDEOGAME PERFORMANCE:
Toxic behaviour and racial abuse will not be tolerated
Offensive language will not be tolerated
Harassment of other players will not be tolerated
Following those mentioned above, the Licensor have the right to suspend or terminate the License immediately, and even to block the User’s IP signal at its own discretion if it detects that the User is contravening or intending to any of the aforementioned forbidden behaviours.
The Licensor undertakes to comply with European data protection regulation, as a company located in Spain and subject to Spanish and European laws, and specifically, with the Regulation E.U. 2016/679 (General Data Protection Regulation).
The data collected to subscribe to this EULA will be collected and processed in a lawful, truthful, transparent, appropriate, pertinent, limited, accurate and up-to-date manner. According to these, the only personal data that will be processed by the Licensor is you Third-Party Platform account ID, and temporally (just during each session the User is log in) your Third-Party Platform contacts list with the objective of connecting the User with the other users, and which will be erased once the User ends each session.
These are strictly necessary for the EULA and Videogame correct execution and will be processed to meet its commitments. They will not be transferred to third parties, except (i) your User ID, which will be accessible to the other Videogame users, (ii) there is a legal obligation and (iii) those kept by the Licensor during the legal periods established by current regulations. No automated decision-making, including profiling, will be processed by the Licensor.
If the User resides in the UE or the EEE, its personal data will be stored in the Licensors outsourced European servers, whereas if the User resides in the USA, its personal data will be stored in the Licensors outsourced USA servers. In that sense, the Licensor partners with Amazon Web Services Game lift, which servers are located in a European country (where the European resident Users data will be hosted, amongst others) and also at the USA.
The License term under this EULA shall commence on the date that the User accepts this EULA and ends on the earlier date of either its disposal of the Videogame or the termination of this EULA terms. This EULA will automatically terminate when the Licensor ceases to operate the Videogame servers, as it is an exclusively online Videogame, from the moment when the User may breach any of its terms and conditions or be involved in any illicit activity.
The User can terminate the EULA and request the suppression of this User ID anytime, notifying the Licensor through contact outlined in this EULA and/or uninstalling and deleting the Videogame from its Computer and /or its Third-Party Platform.
Despite the termination request, whatever is the cause, will not affect the Licensor rights or the User obligations arising under this EULA.
Unless the Particular Conditions indicates a different means of contact, the User may contact the Licensor by sending an email, indicating the reason for it, to the attention of firstname.lastname@example.org
The rights granted to the User under this EULA are personal, indivisible and non-transferable. Consequently, the User will not be able to cede, sub-contract, or transfer its contractual position deriving from this EULA to third parties, nor may it transfer all or some of the rights and/or obligations stemming from it without the prior, express and written consent of the Licensor.
16.- OTHER TERMS
If any of the provisions contained in this EULA shall be held to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall remain in full force and effect. The invalid clause will be replaced by the valid clause that generally comes closest to the commercial intention of the invalid clause.
17.- APPLICABLE LAW. SUBMISSION TO JURISDICTION AND COMPETENCE
This EULA will be governed by Spanish law, applying the provisions of the Civil Law, the common business practice of the Spanish Civil Code, and general Law for the Protection of Consumers and Users.
To the maximum extent permitted by applicable law, the Parties expressly waive their own jurisdiction and explicitly agree that any discrepancies that might arise concerning the interpretation or execution of this EULA shall be submitted to the jurisdiction and competence of the Courts and Tribunals of Barcelona (Spain).
ROLLDBOX GAMES, S.L.