End user licence agreement

Please read this EULA carefully, as it sets out the basis upon which we license

Numbertale for use.

Before you download the Game from our website or the platform of one of our

appointed distribution partners, you will be asked to give your express agreement

to the provisions of this EULA.

By agreeing to be bound by this EULA, you warrant to us that either you are at

least 18 years of age or your parents or guardians have understood and given

consent for terms of use; if not, you must not use Numbertale.

This EULA should be read in conjunction with our privacy policy.

WARNING: The light patterns in some video games may trigger epileptic seizures or

blackouts in a very small number of individuals. If you have an epileptic condition,

you should consult a medical professional before playing the Game. If you

experience dizziness, muscle twitching, changes to vision, disorientation, seizures,

convulsions and/or any involuntary movements while playing the Game, you should

immediately stop playing and consult a medical professional.

1.

Definitions

1

.1 In this EULA, except to the extent expressly provided otherwise:

"

Charges" means the charges payable by the User to the Licensor under or

in relation to this EULA, which may include the purchase price of the Game;

"

Credits" means the digital credits known as gold that the Licensor makes

available for the User to purchase or otherwise acquire and that can be

exchanged for digital content relating to the Game;

"

Distribution Platform" means any digital distribution platform operated by

a third party by means of which the User lawfully acquired the Game;

"

Distribution Platform Terms and Conditions" means the terms and

conditions of the Distribution Platform that set out any rights and/or

obligations of the User in relation to the Game;

"

DLC" means any downloadable or other supplemental content for the Game

made available by the Licensor and purchased or otherwise lawfully acquired

by the User;

"

Documentation" means any documentation for the Game produced by the

Licensor and supplied or made available by the Licensor to the User;

"

Editing Tools" means software tools for creating Mods that are supplied

with the Game or are made available to the User by the Licensor or with the

authorisation of the Licensor;

"

Effective Date" means the date upon which the User accepts the terms of

this EULA in accordance with the preamble to this EULA;

"

EULA" means this end user licence agreement, including any amendments

to this end user licence agreement from time to time;

"

Feedback" means any feedback, advice or suggestions provided by the User

to the Licensor by email or through the official online forums for Numbertale

concerning the Game and/or any other games or any services of the Licensor;

"

Force Majeure Event" means an event, or a series of related events, that

is outside the reasonable control of the party affected (including failures of

the internet or any public telecommunications network, hacker attacks, denial

of service attacks, virus or other malicious software attacks or infections,

power failures, industrial disputes affecting any third party, changes to the

law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"

Game" means Numbertale, as modified, patched, updated and upgraded

from time to time by or with the authorisation of the Licensor, including any

DLC;

"

Intellectual Property Rights" means all intellectual property rights

wherever in the world, whether registrable or unregistrable, registered or

unregistered, including any application or right of application for such rights

(and these "intellectual property rights" include copyright and related rights,

database rights, confidential information, trade secrets, know-how, business

names, trade names, trade marks, service marks, passing off rights, unfair

competition rights, patents, petty patents, utility models, semi-conductor

topography rights and rights in designs);

"

Licensor" means NUMBER TALE LTD, a company incorporated in England

and Wales (registration number 12372285) having its registered office at 74

Kingsway, EN3 4H;

"

Mod Distribution Channels" means the following distribution channels for

Mods;

"

Mods" means modifications to the Game created by the User, which may

include textures, models, items, levels, overhauls, art mods, user interface

mods and total conversions;

"

Online Services" means the software-based services provided by the

Licensor via the internet and designed for use in conjunction with the Game;

"

Permitted Hardware" means any desktop, laptop or tablet computer that

is owned by and in the physical control of the User and meets the minimum

hardware requirements for the Game published by the Licensor from time to

time;

"

Support Services" means support in relation to the use of the Game and

the identification and resolution of bugs and other errors in the Game;

"

Term" means the term of this EULA, commencing in accordance with Clause

.1 and ending in accordance with Clause 2.2;

2

"

Update" means a hotfix, patch or version update (minor or major) to the

Game;

"

User" means the person to whom the Licensor grants a right to use the

Game under this EULA in accordance with the preamble to this EULA;

"

User Communications" means any text, voice or other communications

sent or transmitted by the User to any other user of the Game by means of

the Game;

"

User Content" means all works and materials (including text, graphics,

images, audio material, video material, audio-visual material, scripts,

software and files) that the User submits to the Game, save to the extent that

such works and materials are expressly excluded by this EULA, but in any

case including User Communications and Feedback; and

"

User Creations" means screenshots, audio recordings and video footage

created by the User that reproduce content from the Game, together with any

derivative works of such screenshots, audio recordings and video footage

created by the User (such as memes, reviews, game guides, Let's Play videos

and livestreams).

2.

Term

2

.1 This EULA shall come into force upon the Effective Date.

.2 This EULA shall continue in force indefinitely, subject to termination in

accordance with Clause 21 or any other provision of this EULA.

3.

Licence

3

.1 The Licensor hereby grants to the User from the date of supply of the Game

to the User until the end of the Term a worldwide, non-exclusive, non-

transferable licence to:

(

a) install a copy of the Game on the Permitted Hardware;

b) install a copy of the Documentation on the Permitted Hardware;

c)

use a single instance of the Game on the Permitted Hardware in

accordance with the Documentation;

(d) view the Documentation on the Permitted Hardware,

for the private and domestic purposes of the User and subject to the

limitations and exclusions set out and referred to in this Clause 3. This licence

is granted subject to the payment of any applicable Licensor, Distribution

Platform and supplier charges.

3

.2 The User may permit the family members and friends of the User to use the

User's installation of the Game on the Permitted Hardware in accordance with

the Documentation; providing that the User must not allow any other person

or persons to use the Game.

.3 Any licence granted to the User under this Clause 3 shall be subject to the

following prohibitions:

(

a) the User must not sell, resell, rent, lease, loan, license, sub-license,

gift, supply, transfer, publish, distribute or redistribute the Game;

b) the User must not make the Game available for download or access by

others;

c)

the User must not commercially exploit the Game or use the Game to

provide any service (including using the Game at an internet cafe or

computer gaming centre);

(

d) the User must not use the Game in connection with any marketing,

advertising or promotional activity;

e) the User must not modify, alter, edit, adapt or create derivative works

of the Game;

f)

the User must not decompile, de-obfuscate or reverse engineer, or

attempt to decompile, de-obfuscate or reverse engineer, the Game;

g) the User must not delete, remove, disable or circumvent any security

protection measures or proprietary notices in or associated with the

Game; and

(h) the User must not import or export the Game, or otherwise use the

Game, in contravention of any applicable laws,

save to the extent expressly permitted by this EULA or permitted by

applicable law on a non-excludable basis. The prohibitions in this Clause 3.3

relating to the Game shall apply equally to the Documentation.

3

.4 The User acknowledges that the use of the Game and the exercise of the

rights of the User under this EULA may require the use of an activation code

or key, and further that:

(a) the User shall be responsible for securely storing the username and

password; and

(b) the Licensor shall have no obligation to replace a lost, stolen or

corrupted username and password.

3

.5 The User acknowledges that the use of the Game is subject to the agreement

of the User to the commercial and open source licences set out or referred to

in Schedule 2 (Third party licences); and by agreeing to this EULA, the User

agrees to those documents.

4.

Online Services

4

.1 Numbertale and Features of Numbertale are designed to be used in

conjunction with the Online Services; and the User acknowledges that

Numbertale and those features of Numbertale will not function properly in the

absence of access to the Online Services.

4

.2 The User is responsible for arranging and maintaining an internet connection

sufficient for access to the Online Services, and for paying all associated fees.

4

.3 The User must pay to the Licensor the subscription Charges specified on the

website of the Licensor from time to time for access to the Online Services in

accordance with Section 3.1 of Schedule 1 (Direct purchasing). If the User

fails to do so, the User shall cease to have access to the Online Services.

.4 The Licensor shall use reasonable endeavours to maintain the availability of

the Online Services during the relevant period, but does not guarantee 100%

availability. In particular, the Online Services may be unavailable as a result of

Updates, scheduled maintenance, emergency maintenance, unanticipated

resource requirements, hardware failures, software failures, service provider

failures or Force Majeure Events.

4

.5 The User must ensure that its use of the Online Services is not excessive

(including with respect to bandwidth, processor utilisation and storage) and

does not have a material negative effect upon the use of the Online Services

by others.

4

.6 The provisions of Clause 5 relating to the Game shall apply equally to the

Online Services; and, accordingly, references in those provisions to the Game

shall be interpreted to include a reference to the Online Services.

.7 The Licensor reserves the right to refuse to renew the Online Services or, by

giving written notice to the User, to terminate the Online Services. If the

Licensor terminates the Online Services during any paid-for period of

subscription, the Licensor shall issue a pro rata refund of Charges paid with

respect to that period of subscription to the User, the amount of such refund

to be calculated by the Licensor using any reasonable methodology.

5

.

Acceptable use

5

.1 The User must not use the Game in any of the following ways:

(a) in any way that causes or may cause damage to the Game or to any

other game, products or services of the Licensor;

(

b) in any way that causes or may cause impairment of the performance,

availability or accessibility of the Game or any other game, products or

services of the Licensor;

(c)

in any way that is unlawful, illegal, fraudulent or harmful, or in

connection with any unlawful, illegal, fraudulent or harmful purpose or

activity;

(

d) to copy, store, host, transmit, send, use, publish or distribute any

material which consists of (or is linked to) any spyware, computer virus,

Trojan horse, worm, keystroke logger, rootkit or other malicious

computer software;

(e) to conduct any systematic or automated data collection activities

(

including scraping, data mining, data extraction and data harvesting);

f) by means of any software not authorised by the Licensor; or

g) by any automated means.

(

5

.2 The User must not, when using the Game:

(a) harass, antagonise, insult or ridicule any player or group of players;

(

b) discriminate against any player on the basis of race, ethnicity,

nationality, sex, gender, sexual orientation, religion, age, disability or

any legally-protected criteria;

(c)

engage in social engineering, including manipulating any player to

disclose confidential or personal information;

(d) spam or flood any Game communications channels with any irrelevant,

duplicate or low-quality content or messages;

(

e) publicly name or otherwise reveal the identity of any other player;

f)

engage in any scamming, fraudulent conduct or deceptive conduct;

g) abandon or exit the Game by any means other than the Game

functionality where such abandonment or exit is liable to negatively

affect another player's enjoyment of the Game; or

(h) otherwise take any action that is liable to negatively affect other

players' enjoyment of the Game.

5

.3 The User must not cheat when playing the Game or otherwise in relation to

the Game.

.4 Without prejudice to Clause 5.3, the User must not:

(

a) edit Game software code or Game data held in memory;

b) buy, sell or transfer any Game account;

c)

take unfair advantage of errors in the Game design or bugs in the

Game software code to the detriment of any other player of the Game;

(

d) access the Game using any other person's account or allow any other

person to access the Game using the account of the User (except to the

extent expressly permitted in this EULA); or

(e) use any software or software-based services to give any player an

unfair advantage in the Game.

5

.5 Cheat detection software may be included with or as part of the Game, and

the User must not remove, disable or otherwise tamper with that cheat

detection software.

.6 If the User breaches this Clause 5 or the Licensor reasonably believes that

the User has breached this Clause 5, the Licensor may:

(

a) ban or block the User or suspend the User's access to the Game;

b) edit, alter or amend the in-Game assets of the User; and/or

c)

terminate this EULA.

5

.7 The User must not evade or circumvent, or attempt to evade or circumvent,

any ban, block or suspension instituted by the Licensor in relation to the

Game.

6

.

User Content

6

.1 Nothing in this EULA shall transfer ownership of any Intellectual Property

Rights in the User Content from the User to the Licensor.

6

.2 The User grants to the Licensor a worldwide, non-exclusive, royalty-free and

irrevocable licence to copy, store, adapt, edit, publish, unpublish, delete,

translate, distribute and otherwise use the User Content for the purposes of

marketing, advertising, promoting, publicising, managing, enhancing,

improving and/or supplementing the Game.

6

.3 The User grants to the Licensor the right to sub-license the rights licensed

under Clause 6.2.

.4 The User grants to the Licensor the right to bring an action for infringement

of the rights licensed under Clause 6.2.

.5 The User hereby waives all of the User's moral rights in the User Content to

the maximum extent permitted by applicable law; and the User warrants and

represents that all other moral rights in the User Content have been waived

to the maximum extent permitted by applicable law.

6

.6 The User must ensure that the User Content is not illegal or unlawful, does

not infringe any person's legal rights, and is not capable of giving rise to legal

action against any person (in each case in any jurisdiction and under any

applicable law).

.7 The User must ensure that the User Content, and its use by the Licensor in

accordance with the licences set out in this EULA, does not:

(

a) constitute a libel or malicious falsehood;

b) constitute an obscenity or indecency;

c)

infringe any copyright, moral right, database right, trade mark right,

design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data

protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f)

constitute in an incitement to commit a crime, instructions for the

commission of a crime or the promotion of criminal activity;

(

g) constitute a contempt of any court, or be in breach of any court order;

h) breach any racial or religious hatred or discrimination legislation;

i)

constitute blasphemy;

(

j)

k) breach any contractual obligation owed to any person;

l) depict or promote self-harm;

breach official secrets legislation;

m) depict or promote violence in an explicit, graphic or gratuitous manner;

n) depict nudity;

o) constitute pornography, or contain lewd, suggestive or sexually explicit

material;

(p) contain any untrue, false, inaccurate or misleading material;

(

q) consist of or contain any instructions, advice or other information which

may be acted upon and could, if acted upon, cause illness, injury or

death, or any other loss or damage;

(r)

contain any offensive, deceptive, fraudulent, threatening, abusive,

harassing, anti-social, menacing, hateful, discriminatory or

inflammatory material; or

(s)

cause annoyance, inconvenience or needless anxiety to any person.

6

.8 The User shall ensure that the User Content is appropriate for all persons who

have access to or are likely to access the User Content in question.

.9 The User shall ensure that the User Content is appropriate, civil and tasteful,

and accords with generally accepted standards of etiquette and behaviour in

video games published by the Licensor.

6

.10 The User shall ensure that the User Content does not link to any website, web

page or other resource consisting of or containing material that would, if it

were User Content, breach the provisions of this EULA.

.11 The User shall ensure that the User Content must not include any material

that is or has ever been the subject of any threatened or actual legal

proceedings or any similar complaint.

.12 The User shall ensure that the User Content does not consist of or contain

any legal, financial, investment, taxation, accountancy, medical or other

professional advice.

.13 The User shall ensure that the User Content does not constitute or contain

spam - which for these purposes shall include all unlawful commercial

communications, bulk commercial communications and unsolicited

commercial communications.

7

.

User Creations

7

.1 The provisions of this EULA relating to User Content shall not apply to User

Creations, save to the extent expressly provided otherwise in this Clause 7.

7

.2 Subject to Clause 16.2, the User shall retain ownership of all Intellectual

Property Rights in those works and materials comprised in the User Creations

to the extent that they are the original creative work of the User.

.3 The Licensor hereby grants to the User a worldwide, non-exclusive, non-

transferable licence to:

(

a) during the Term only, create User Creations in accordance with the

content creation guidelines published on the website of the Licensor

from time to time; and

(b) publish those User Creations by means of any reputable content

distribution platform,

subject to the other provisions of this EULA.

7

.4 The User must not sell, resell, rent, lease, loan, license, sub-license, gift,

supply, transfer, publish, distribute or redistribute the User Creations, except

as expressly permitted by this EULA.

.5 The User must not earn or seek to earn money from the User Creations and

must not exploit the User Creations for any commercial purpose, providing

that this shall not prevent the User from earning money from advertising

published on reputable content sharing platforms or on any User website; nor

shall it prevent the User from earning money from subscriptions to channels

on reputable content-sharing platforms featuring User Creations.

7

.6 The User must not use the User Creations in any way that is likely to have a

material negative effect upon the reputation or goodwill of the Licensor or the

Game.

7

.7 The User must ensure that the User Creations comply with the provisions of

Clause 6 as if they were User Content.

.8 The User must incorporate and retain a copyright notice and authorship credit

on each of the User Creations, in such form as the Licensor may publish on its

website from time to time.

7

.9 The Licensor may terminate the licences granted by the Licensor to the User

and set out in this Clause 7 at any time in its sole discretion by giving to the

User written notice of termination.

8

.

User Communications

8

.1 Notwithstanding that the User Communications form part of the User

Content, the User Communications shall be licensed to the Licensor in

accordance with this Clause 8 rather than the licensing provisions of Clause 6.

8

.2 The User grants to the Licensor a worldwide, non-exclusive, royalty-free and

irrevocable licence to copy, store, translate, communicate and otherwise use

the User Communications for the purposes of providing, monitoring and

administering the Online Services.

8

.3 The Licensor may monitor, filter, block, record, remove, delete and/or retain

any or all User Communications, whether or not the relevant User

Communications breach the provisions of this EULA. For more information

about the Licensor's handling of personal data, see the privacy policy of the

Licensor.

.4 The User acknowledges that the Licensor is not responsible for

communications sent by other users of the Game.

8

.5 The User acknowledges that User Communications are not private.

.6 The User acknowledges that User Communications may be subject to

profanity filters.

9.

Mods

9

.1 The provisions of this EULA relating to User Content shall not apply to Mods,

save to the extent expressly provided otherwise in this Clause 9.

9

.2 Subject to Clause 16.2, the User shall retain ownership of all Intellectual

Property Rights in those works and materials comprised in the Mods to the

extent that they are the original creative work of the User.

9

.3 The Licensor hereby grants to the User a worldwide, non-exclusive, non-

transferable licence to:

(a) during the Term only, create Mods by means of the Editing Tools for use

in conjunction with the Game; and

(b) publish and distribute those Mods via the Mod Distribution Channels,

subject to the other provisions of this EULA.

9

.4 The User must not sell, offer for sale, rent, lease, license, sub-license,

distribute or publish Mods, except as expressly permitted by this EULA.

.5 The User must not earn or seek to earn money from the Mods and must not

exploit Mods for any commercial purpose, providing that this shall not prevent

the User from earning money from advertising published on the Mod

Distribution Channels or on any User website.

9

.6 The User acknowledges that the Licensor is not responsible for mods created

by other users of the Game.

.7 The User must ensure that:

(a) the Mods;

(b) all works and materials comprised in or accessible by means of the

Mods; and

(c)

all works and materials created or used by the User for the purpose of

promoting the Mods,

comply with the provisions of Clause 6 as if those works and materials were

User Content.

9

.8 The User must incorporate and retain a copyright notice and authorship credit

on each Mod, in such form as the Licensor may publish on its website from

time to time.

.9 The Licensor may terminate the licences granted by the Licensor to the User

and set out in this Clause 9 at any time in its sole discretion by giving to the

User written notice of termination.

10. Editing Tools

1

0.1 The Licensor hereby grants to the User from the date of supply of the Editing

Tools to the User until the end of the Term a worldwide, non-exclusive, non-

transferable licence to:

(a) install a copy of the Editing Tools on the Permitted Hardware;

(b) use a single instance of the Editing Tools on the Permitted Hardware;

and

(c)

create, store and maintain up to 5 back-up copies of the Editing Tools,

exclusively for the purpose of creating Mods for use in conjunction with the

Game, and subject to the limitations and prohibitions set out and referred to

in this Clause 10.

1

0.2 The User may not sub-license and must not purport to sub-license any rights

granted under Clause 10.1 without the prior written consent of the Licensor.

0.3 Save to the extent expressly permitted by this EULA or required by applicable

law on a non-excludable basis, any licence granted under this Clause 10 shall

be subject to the following prohibitions:

(a) the User must not sell, resell, rent, lease, loan, gift, supply, publish,

distribute or redistribute the Editing Tools;

(b) the User must not modify, alter, edit or adapt the Editing Tools; and

(c)

the User must not decompile, de-obfuscate or reverse engineer, or

attempt to decompile, de-obfuscate or reverse engineer, the Editing

Tools.

1

0.4 The User must not use the Editing Tools in any way that is likely to have a

material negative effect upon the reputation or goodwill of the Licensor or the

Game.

0.5 The provisions of Clause 5 relating to the Game shall apply equally to the

Editing Tools; and, accordingly, references in those provisions to the Game

shall be interpreted to include a reference to the Editing Tools.

0.6 The Licensor may terminate the licences granted by the Licensor to the User

and set out in this Clause 10 at any time in its sole discretion by giving to the

User written notice of termination.

1

1. Feedback

1

1.1 The User may from time to time provide Feedback to the Licensor.

1.2 The User acknowledges that:

(a) the Licensor is not obliged to take account of, implement or otherwise

use any Feedback; and

(

b) the Licensor will not compensate the User with respect to any

Feedback, whether or not the Licensor takes account of, implements or

otherwise uses that Feedback.

1

2. Updates

1

2.1 The Licensor may during the Term make available Updates to the User, but

shall have no obligation to do so.

2.2 The User must, if prompted to do so by the Game or by the Licensor, apply an

Update or Updates before using the Game.

2.3 If the User does not apply any Update to the Game, then the User shall cease

to have any right to use the Game until such time as it does so. The User

acknowledges that the Licensor may use technical measures to enforce this

Clause 12.3.

1

2.4 The User agrees that the Licensor may automatically apply Updates to the

Game.

13. Support Services

1

3.1 The Licensor may provide Support Services to the User, but shall have no

obligation to do so.

3.2 Any Support Services shall be provided remotely and by such means as the

Licensor may designate.

3.3 The User acknowledges and agrees that the Licensor gives no warranties or

guarantees in relation to the outcome of the Support Services and, in

particular, issues identified through the Support Services may only be

resolved through the application of a future Update or, at the discretion of the

Licensor, not at all.

14. Credits

1

4.1 The Licensor may make available to the User the opportunity to purchase or

otherwise acquire Credits, but shall have no obligation to do so.

1

4.2 When the User acquires access to Credits, the Licensor grants to the User a

licence to use the Credits, subject to the limitations and prohibitions in this

Clause 14.

1

4.3 Except as expressly provided otherwise in this Clause 14, the Licensor

reserves all rights in the Credits; and although the User may benefit from a

licence to use Credits, the User does not obtain any ownership rights in

respect of Credits.

1

4.4 Purchases of Credits are not refundable, transferable or exchangeable, except

to the extent required by applicable law.

4.5 Credits are not redeemable for money or value, except to the extent required

by applicable law.

4.6 The User must not use the Credits for any purpose other than acquiring DLC

in accordance with the procedures for such acquisition established by the

Licensor.

1

4.7 The User must not transfer, distribute, redistribute, sell, gift, exchange, trade,

lease, sub-license or rent Credits except as expressly permitted by the

Licensor.

4.8 The User acknowledges that the Licensor may:

(

a) vary the Credit prices of items and may otherwise take actions that

affect the utility of Credits;

b) impose limits upon the amounts of Credits that the User may acquire;

and

c)

enhance, modify, substitute, terminate, cancel, retire or suspend the

Credits and/or the User's access to or ability to spend the Credits,

in each case in its sole discretion and except to the extent prohibited by

applicable law.

1

4.9 Upon the termination of this EULA, any and all rights of the User in relation to

the Credits shall immediately and automatically terminate.

4.10For the avoidance of doubt, the Licensor may use technical measures to

enforce the provisions of this Clause 14.

1

5. Distribution Platforms

1

5.1 In addition to this EULA, the Distribution Platform Terms and Conditions may

affect the rights, obligations and liabilities of the User in relation to the Game.

5.2 In the event of any conflict between this EULA and the Distribution Platform

Terms and Conditions, the provisions of Numbertale shall take precedence.

5.3 Those provisions of the Distribution Platform Terms and Conditions that

impose obligations and/or liabilities on the User in relation to the Game

excluding those relating to payments are hereby incorporated into this EULA

for the benefit of the Licensor, and as such shall be enforceable by the

Licensor against the User.

1

5.4 For the avoidance of doubt, the following matters shall be governed by the

provisions of the Distribution Platform Terms and Conditions: the amounts

payable by the User in respect of this EULA; the methods of payment to be

used by the User; and any rights of the User to cancel this EULA and receive

any refunds of amounts paid in respect of this EULA.

1

5.5 The User acknowledges that the operator of the Distribution Platform has

rights under the Distribution Platform Terms and Conditions which may affect

the exercise of the User's rights under this EULA. Subject to Clause 20.1, the

Licensor will not be in breach of this EULA as a result of, and will not be liable

to the User in respect of:

(a) any act or omission of the operator; or

(b) any loss or damage arising out of the operator's exercise of its rights

under the Distribution Platform Terms and Conditions.

1

6. Intellectual Property Rights

1

6.1 Nothing in this EULA shall constitute an assignment or transfer of any

Intellectual Property Rights of the Licensor.

1

6.2 Save to the extent expressly provided otherwise in this EULA, all the

Intellectual Property Rights and other rights in:

(

a) the Game;

b) the works and materials comprised in the Game; and

c)

any other software or services of the Licensor,

are hereby reserved to the Licensor and its licensors.

7. Warranties

1

7.1 If the Licensor reasonably determines, or any third party alleges, that the use

of the Game by the User in accordance with this EULA infringes any person's

Intellectual Property Rights, the Licensor may acting reasonably at its own

cost and expense:

(a) modify the Game in such a way that it no longer infringes the relevant

Intellectual Property Rights; or

(b) procure for the User the right to use the Game in accordance with this

EULA.

1

7.2 The User warrants to the Licensor that it has the legal right and authority to

enter into this EULA and to perform its obligations under this EULA.

7.3 All of the parties' warranties and representations in respect of the subject

matter of this EULA are expressly set out in this EULA. To the maximum

extent permitted by applicable law, no other warranties or representations

concerning the subject matter of this EULA will be implied into this EULA or

any related contract.

1

8. Acknowledgements and warranty limitations

1

8.1 The User acknowledges that the use of the Game will require computer

hardware and software meeting the minimum requirements specified by the

Licensor. The User further acknowledges that, as the Game is updated, those

requirements may change and, accordingly, the Game may cease to function

on the hardware of the User.

1

8.2 The User acknowledges that complex software is never wholly free from

defects, errors and bugs; and the Licensor gives no warranty or

representation that the Game will be wholly free from defects, errors and

bugs.

8.3 The User acknowledges that complex software is never entirely free from

security vulnerabilities; and the Licensor gives no warranty or representation

that the Game will be entirely secure.

1

9. User indemnity

1

9.1 The User shall indemnify and shall keep indemnified the Licensor against any

and all liabilities, damages, losses, costs and expenses (including legal

expenses and amounts reasonably paid in settlement of legal claims) suffered

or incurred by the Licensor and arising directly or indirectly as a result of:

(

a) the use of the Game by the User; and/or

b) any breach by the User of this EULA.

(

2

0. Limitations and exclusions of liability

2

0.1 Nothing in this EULA will:

(a) limit or exclude any liability for death or personal injury resulting from

negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)

limit any liabilities in any way that is not permitted under applicable

law; or

(d) exclude any liabilities that may not be excluded under applicable law,

and, if a party is a consumer, that party's statutory rights will not be excluded

or limited by this EULA, except to the extent permitted by law.

2

0.2 The limitations and exclusions of liability set out in this Clause 20 and

elsewhere in this EULA:

(a) are subject to Clause 20.1; and

(b) govern all liabilities arising under this EULA or relating to the subject

matter of this EULA, including liabilities arising in contract, in tort

(including negligence) and for breach of statutory duty, except to the

extent expressly provided otherwise in this EULA.

2

0.3 The Licensor will not be liable to the User in respect of any losses arising out

of a Force Majeure Event.

2

0.4 The Licensor will not be liable to the User in respect of any business losses,

including loss of or damage to profits, income, revenue, use, production,

anticipated savings, business, contracts, commercial opportunities or

goodwill.

2

0.5 The Licensor will not be liable to the User in respect of any loss or corruption

of any data, database or software.

0.6 The Licensor will not be liable to the User in respect of any special, indirect or

consequential loss or damage.

2

1. Termination

2

1.1 This EULA shall immediately and automatically terminate if the User commits

any breach of this EULA.

2

1.2 If all orders made under this EULA are cancelled in accordance with Section 4

of Schedule 1 (Direct purchasing), then this EULA shall automatically and

immediately terminate.

2

2. Effects of termination

2

2.1 Upon the termination of this EULA, all of the provisions of this EULA shall

cease to have effect, save that the following provisions of this EULA shall

survive and continue to have effect (in accordance with their express terms or

otherwise indefinitely): Clauses 1, 6, 7, 8.1, 8.2, 9, 14.4, 14.9, 15, 19, 20,

2

2, 23.2, 24, 25 and 26.

2

2.2 Except to the extent that this EULA expressly provides otherwise, the

termination of this EULA shall not affect the accrued rights of either party.

2.3 For the avoidance of doubt, all licences granted to the User under this EULA

shall terminate upon the termination of this EULA. Accordingly, the User must

immediately cease to use the Game and all other works and materials

licensed to the User under this EULA upon the termination of this EULA.

2

2.4 Within 2 days following the date of effective termination of this EULA, the

User must irreversibly delete or destroy all copies of the Game and all copies

of all other works and materials licensed to the User under this EULA in the

possession or control of the User.

2

3. Third party websites

2

3.1 The Game may include hyperlinks to websites owned and operated by third

parties; such hyperlinks are not recommendations.

2

3.2 The Licensor has no control over third party websites, their contents or their

handling of personal data and, subject to Clause 20.1, the Licensor accepts

no responsibility for them or for any loss or damage that may arise from the

use of them by the User.

2

4. Equitable relief

2

4.1 The User acknowledges that:

(a) damages or other compensatory payments may not be an adequate

remedy for a breach of this EULA by the User; and

(

b) the Licensor shall be entitled to seek injunctive or other equitable relief

in relation to any such breach, whether the breach is actual or

threatened,

without prejudice to the other rights and remedies of the Licensor.

5. General

2

5.1 No breach of any provision of this EULA shall be waived except with the

express written consent of the party not in breach.

2

5.2 If any provision of this EULA is determined by any court or other competent

authority to be unlawful and/or unenforceable, the other provisions of this

EULA will continue in effect. If any unlawful and/or unenforceable provision

would be lawful or enforceable if part of it were deleted, that part will be

deemed to be deleted, and the rest of the provision will continue in effect

(unless that would contradict the clear intention of the parties, in which case

the entirety of the relevant provision will be deemed to be deleted).

2

5.3 The Licensor may vary this EULA by giving to the User at least 30 days' prior

written notice of the variation or by updating the version of this EULA

published on its website. The continued use of the Game by the User

following any such variation constitutes the acceptance by the User of that

variation. Subject to this, this EULA may only be varied by a written

document signed by or on behalf of each of the parties.

5.4 The User hereby agrees that the Licensor may assign the Licensor's

contractual rights and obligations under this EULA to any successor to all or a

substantial part of the business of the Licensor from time to time - providing

that such action does not serve to reduce the guarantees benefiting the User

under this EULA. Save to the extent expressly permitted by applicable law,

the User must not without the prior written consent of the Licensor assign,

transfer or otherwise deal with any of the User's contractual rights or

obligations under this EULA.

2

5.5 This EULA is made for the benefit of the parties, and is not intended to

benefit any third party or be enforceable by any third party. The rights of the

parties to terminate, rescind, or agree any amendment, waiver, variation or

settlement under or relating to this EULA are not subject to the consent of

any third party.

2

5.6 Subject to Clause 20.1, this EULA shall constitute the entire agreement

between the parties in relation to the subject matter of this EULA, and shall

supersede all previous agreements, arrangements and understandings

between the parties in respect of that subject matter.

5.7 This EULA shall be governed by and construed in accordance with English law.

2

5.8 Subject to any mandatory requirements of applicable law, the courts of

England shall have exclusive jurisdiction to adjudicate any dispute arising

under or in connection with this EULA.

2

6. Interpretation

2

6.1 In this EULA, a reference to a statute or statutory provision includes a

reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-

enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory

provision.

2

6.2 The Clause headings do not affect the interpretation of this EULA.

6.3 In this EULA, general words shall not be given a restrictive interpretation by

reason of being preceded or followed by words indicating a particular class of

acts, matters or things.

SCHEDULE 1 (DIRECT PURCHASING)

1.

Introduction

1

.1 This Schedule 1 applies to any purchase by the User from the Licensor of the

Game, DLC and/or Online Services; it does not apply to any purchase from

any Distribution Platform operator, any third party retailer or any other third

party.

2.

Order process

2

.1 The advertising of the Game, DLC and Online Services on the website of the

Licensor constitutes an "invitation to treat" rather than a contractual offer.

2

.2 No contract of sale and supply will come into force between the Licensor and

the User unless and until the Licensor accepts the User's order in accordance

with the procedure set out in this Section 2 or alternative order procedure.

2

.3 To enter into a contract of sale and supply through the website of the

Licensor, the following steps must be taken: the User must add the relevant

digital products and/or services to the shopping cart, and then proceed to the

checkout; if the User is a new customer, the User must then create an

account with the website and log in; if the User is an existing customer, the

User must enter his or her login details; once the User is logged in, the User

must consent to the terms of this EULA; the User will be transferred to the

website of the appointed payment service provider of the Licensor, and the

payment service provider will handle the User's payment; the Licensor will

then send to the User an initial acknowledgement; and the User will

subsequently either send to the Licensor a confirmation (at which point a

binding contract comes into force) or the Licensor will confirm by email that

the Licensor is not in a position to enter into a contract with the User.

3

.

Charges

3

.1 The User shall pay the Charges to the Licensor in advance by such means as

the Licensor may direct from time to time.

3

.2 All amounts stated in or in relation to this EULA are, unless the context

requires otherwise, stated inclusive of any applicable United Kingdom value

added taxes.

4

.

Distance contracts: cancellation right

4

.1 This Section 4 applies if and only if the User enters into or makes an offer to

enter into a contract under this EULA with the Licensor where:

(a) the User acts as a consumer (that is, as an individual acting wholly or

mainly outside the trade, business, craft or profession of the User);

(

b) the contract is a distance contract within the meaning of the Consumer

Contracts (Information, Cancellation and Additional Charges)

Regulations 2013; and

(c)

the contract is for the provision of services or digital content by the

Licensor to the User,

(an "Order").

4

.2 The User may withdraw an offer to enter into an Order with the Licensor at

any time; and the User may cancel an Order entered into with the Licensor at

any time within the period:

(a) beginning when that Order was entered into; and

(b) ending at the end of 14 days after the day on which that Order was

entered into,

subject to Sections 4.3 and 4.4. The User does not have to give any reason

for the withdrawal or cancellation.

4

.3 In the case of an Order for the provision of services, the User agrees that the

Licensor may begin the provision of services before the expiry of the period

referred to in Section 4.2, and the User acknowledges that, if the Licensor

does begin the provision of services before the end of that period, then:

(a) if the services are fully performed, the User will lose the right to cancel

referred to in Section 4.2; and

(

b) if the services are partially performed at the time of cancellation, the

User must pay to the Licensor an amount proportional to the services

supplied or the Licensor may deduct such amount from any refund due

to the User in accordance with this Section 4.

4

.4 In the case of an Order for the provision of digital content, the User agrees

that the Licensor may begin the provision of digital content before the expiry

of the period referred to in Section 4.2, and the User acknowledges that, if

the Licensor does begin the provision of digital content before the end of that

period, the User will lose the right to cancel referred to in Section 4.2.

.5 In order to withdraw an offer to enter into an Order or cancel an Order on the

basis described in this Section 4, the User must inform the Licensor of the

User's decision to withdraw or cancel (as the case may be). The User may

inform the Licensor by means of any clear statement setting out the decision.

In the case of cancellation, the User may inform the Licensor using the

cancellation form that the Licensor will make available to the User. To meet

the cancellation deadline, it is sufficient for the User to send its

communication concerning the exercise of the right to cancel before the

cancellation period has expired.

4

.6 If the User withdraws an offer to enter into an Order or cancels an Order on

the basis described in this Section 4, the User will receive a full refund of any

amount the User paid to the Licensor in respect of that Order, except as

specified in this Section 4.

.7 The Licensor will refund money using the same method used to make the

payment, unless the User has expressly agreed otherwise. In any case, the

User will not incur any fees as a result of the refund.

4

.8 The Licensor will process the refund due to the User as a result of a

cancellation on the basis described in this Section 4 without undue delay and,

in any case, within the period of 14 days after the day on which the Licensor

is informed of the cancellation.

5

.

Statutory and regulatory disclosures

5

.1 The Licensor will not file a copy of this EULA specifically in relation to each

user or customer and, if the Licensor updates this EULA, the version to which

the User originally agreed may no longer be available to the User. The

Licensor recommends that the User saves a copy of this EULA for future

reference.

5

.2 This EULA is available in the English language only.

.3 The website of the European Union's online dispute resolution platform is

available at http://ec.europa.eu/odr . The online dispute resolution platform

may be used for resolving disputes.