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Darkspore EULA
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Darkspore EULA
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ELECTRONIC ARTS
SOFTWARE END USER LICENSE AGREEMENT
DARKSPORE
This End User License Agreement (“License”) is an agreement between you and Electronic Arts Inc., its subsidiaries and affiliates (“EA”). This License governs your use of this software product and all related documentation, and updates and upgrades that replace or supplement the software in any respect and which are not distributed with a separate license (collectively, the "Software"). This Software is licensed to you, not sold.
By installing or using the Software, you agree to the terms of this License and agree to be bound by it. Section 2 below describes the data EA may use to provide services and support to you in connection with the Software. If you do not agree to this use of data, do not install or use the Software. IF YOU INSTALL the Software, the terms and conditions of this License are fully accepted by you.
If you do not agree to the terms of this License, then do not install or use the Software.
Right to Return (Applicable To Those Who Purchased Packaged Software From Physical Retail Stores In the United States). If you do not agree to the terms of this License and you have not installed or used the Software, you may return the Software for a refund or exchange within thirty (30) days from the date of purchase to the original place of purchase by following the instructions for return available at http://warrantyinfo.ea.com.
1. Limited License Grant and Terms of Use.
A. Grant. Through this purchase, you are acquiring and EA grants you a personal, limited, non-exclusive license to install and use the Software and/or any virtual items, objects or other purchased content for your non-commercial use solely as set forth in this License and the accompanying documentation. Your acquired rights are subject to your compliance with this Agreement. Any commercial use is prohibited. You are expressly prohibited from sub-licensing, renting or leasing the Software or rights to use the Software. The term of your License shall commence on the date that you install or otherwise use the Software, and shall end on the earlier of the date that you dispose of or transfer the Software; or EA's termination of this game’s online services and/or this License. Your license will terminate immediately if you attempt to circumvent the technical protection measures for the Software. A separate Terms of Service agreement governs your use of online services in connection with the Software. You may view the Terms of Service agreement at terms.ea.com.
B. Technical Protection Measures And Access To Online Features.
A persistent Internet connection, an EA Account, including the acceptance of EA’s online Terms of Service (terms.ea.com) and Privacy Policy (privacy.ea.com), and game registration with the serial code enclosed with the Software, are required to access the Software as well as online services and/or features and to download and apply Software updates and patches (if any). Certain online features and/or services may also require additional fees and/or payment(s). Software registration is limited to one EA Account per serial code. Your serial code for access to the Software is non-transferable once used. Only licensed software can be used to access online services, download content and apply updates and patches (if any). The installation of EA Download Manager as well as acceptance of the EA Download Manager End User License Agreement may also be required to access the Software, online services and/or features and to download and apply Software updates and patches (if any).
C. Automatic Updates. This Software provides automatic Software updates and patches if/when you are connected to the Internet. We may automatically update components of the Software and install new components when your computer is connected to the Internet to keep the Software functioning properly and to otherwise improve gameplay. Software updates and patches may be used only with licensed copies of the Software.
D. Further Restrictions. Your right to use the Software is limited to the license grant above and you may not otherwise copy, display, seek to disable, perform, publish, modify, create works from, or use the Software or any component of it, except as expressly authorized by EA. You are prohibited from making your EA Account available on a network where it could be used by multiple users. You may not remove or alter EA’s trademarks or logos, or legal notices included in the Software or related assets.
E. Reservation of Rights. You have obtained a license to the Software and your rights are subject to this License. Except as expressly licensed to you herein, EA reserves all right, title and interest in the Software (including all characters, storyline, images, photographs, animations, video, music, text), and all associated copyrights, trademarks, and other intellectual property rights therein. This License is limited to the intellectual property rights of EA and its licensors in the Software and does not include any rights to other patents or intellectual property. Except to the extent permitted under applicable law, you may not decompile, disassemble, or reverse engineer the Software, or any component thereof, by any means whatsoever. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Software. All rights not expressly granted herein are reserved by EA.
It is also strictly prohibited to use any third-party software or any other device with an intent to modify the Software in any way, intercepting or scanning game traffic or communications, changing the way the game plays or or in a way that could impair the correct operation of the game. Such prohibited third party software or devices can include, but are not limited to, those in the nature of “addons”, “hacks”, “cheats”, “trainers”, “mods”, or the like by any name. This License may under no circumstances be used for the purpose of creating or supplying any opportunity for third parties to access the game, including through server emulators or similar devices.
F. Your Contributions. In exchange for use of the Software, and to the extent that your contributions through use of the Software give rise to any copyright interest, you hereby grant EA an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Software and related goods and services including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to EA’s and other players’ use and enjoyment of such assets in connection with the Software and related goods and services under applicable law. The license grant to EA, and the above waiver of any applicable moral rights, survives any termination of this License.
G. Internet Fees. You acknowledge that Internet Access is required to use the Software and that EA does not provide such Internet access. You are wholly responsible for the cost of all telephone and Internet Access charges, along with all necessary equipment, servicing, repair or corrections that are required to maintain connectivity to the servers used to run the Game.
H. No Rights Over Results Of Use Of Software Or Over In-Game Content. This License grants you a simple license to use the Software for purposes set forth in this Agreement. You have no rights to or in the game or its content except as expressly set forth herein. You acknowledge that all characters created and all objects or attributes acquired (by purchase or otherwise) and developed during game play are an integral part of the game and strictly remain the property of EA. You acknowledge and agree that you have, except as may be permitted by EA, no right to and may not sell, auction, give away, or in any way make available, whether free of charge or for a fee, any content (including any content generated by yourself or any other user), character/avatar, object, item or any component of the Software or game, to another person.
I. Discontinuation of Online Services And/Or Features. This game, and your rights thereto as set forth herein, can be discontinued with thirty (30) days’ notice at www.ea.com/2/service-updates. EA is under no obligation to offer or continue to offer specific items, features, reqards or services to you as part of the Software. Any items, features, reqards or services will be offered by EA in its absolute discretion and functionality may vary from time to time. EA reserves the right at any time for any reason to change and/or eliminate any aspect or feature of the Software and/or game as it sees fit in its sole discretion.
2. Consent to Use of Data. When you Authenticate your Software, EA and its affiliates may collect, use, store and transmit technical and related information that identifies your computer including your Internet Protocol Address, hardware identification, operating system, application software and peripheral hardware as well as game play and software usage statistics. If and when you Authenticate your Software and/or access online features and/or services, this data may be transmitted to EA. EA may use this information to facilitate Technical Protection Measures, the provision of software updates and dynamically served content (if any) as well as for marketing purposes and to improve our products and services. We may share anonymous data with third parties.
Other types of data collected as well as how data is collected, used, stored and transmitted is set forth in EA’s Privacy Policy located at privacy.ea.com. To the extent that anything in this section conflicts with the terms of EA’s Privacy Policy, the terms of the Privacy Policy shall control.
3. Consent to Public Display of Data. If you participate in online services, such as online play or the downloading and uploading of content, EA and its affiliates may also collect, use, store, transmit and publicly display statistical data regarding game play (including scores, rankings and achievements), or publicly identify content that is created and shared by you with other players.
4. Termination. This License is effective until terminated. Your rights under this License will terminate immediately and automatically without any notice from EA if you fail to comply with any of the terms and conditions of this License. Promptly upon termination, you must cease all use of the Software and destroy all copies of the Software in your possession or control. Termination will not limit any of EA’s other rights or remedies at law or in equity. Sections 4 - 12 of this License shall survive termination or expiration of this License for any reason.
5. Limited Warranty on Recording Media. The LIMITED WARRANTY ON RECORDING MEDIA THAT ACCOMPANIES YOUR SOFTWARE IS FOUND IN THE PRODUCT MANUAL THAT WAS DISTRIBUTED WITH YOUR SOFTWARE AND IS INCORPORATED HEREIN BY REFERENCE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LOCAL LAW, WHICH VARY FROM JURISDICTION TO JURISDICTION.
6. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY ON RECORDING MEDIA FOUND IN THE PRODUCT MANUAL, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. EA AND EA’S LICENSORS (COLLECTIVELY “EA” FOR PURPOSES OF THIS SECTION AND SECTION 7) DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE; THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY EA OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BYAPPLICABLE LAW, IN NO EVENT SHALL EA, ITS SUBSIDIARIES OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS LICENSE OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT EA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. In no event shall EA’s total liability to you for all damages (except as required by applicable law) exceed the amount actually paid by you for the Software.
8. Limitation of Liability and Disclaimer of Warranties are Material Terms of this License. You agree that the provisions in this License that limit liability are essential terms of this License. The foregoing limitations of liability apply even if the above stated remedy under the Limited Warranty for Recording Media fails in its essential purpose.
9. Severability and Survival. If any provision of this License is illegal or unenforceable under applicable law, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions of this License shall continue in full force and effect.
10. U.S. Government Restricted Rights. If you are a government end user, then this provision applies to you. The Software provided in connection with this License has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this License and shall be prohibited except to the extent expressly permitted by this License.
11. Injunctive Relief. You agree that a breach of this License will cause irreparable injury to EA for which monetary damages would not be an adequate remedy and EA shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
12. Governing Law. If you reside in a Member State of the European Union: (i) the laws of England, excluding its conflicts-of-law rules, govern this License and your use of the Application; and (ii) you expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to this License and/or your use of the Application shall be the Courts of England, and you expressly consent to the exercise of personal jurisdiction of such courts. If you reside elsewhere: (i) the laws of the State of California, excluding its conflicts-of-law rules, govern this License and/or your use of the Application; and (ii) you expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to this License and/or your use of the Application shall be the federal or state courts that govern San Mateo County, California, and you expressly consent to the exercise of personal jurisdiction of such courts. Please note that your conduct may also be subject to other local, state, national, and international laws. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this License or to any dispute or transaction arising out of this License.
13. Export. You agree to abide by U.S. and other applicable export control laws and agree not to transfer the Software to a foreign national, or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person with whom EA is prohibited from transacting business under applicable law.
14. Entire Agreement. This License constitutes the entire agreement between you and EA with respect to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless made in writing and signed by EA. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between this License and any applicable purchase or other terms, the terms of this License shall govern.
Beta Testing Agreement
Darkspore
In order to participate in this Beta Testing Program of Darkspore, you must read and accept the terms of the agreement below. Please read the BETA TESTING AGREEMENT closely.
THIS BETA TEST AGREEMENT DESCRIBES THE TERMS BY WHICH ELECTRONIC ARTS (“EA”) OFFERS YOU ACCESS TO AN ACCOUNT (THE "ACCOUNT") TO PLAY A PRE-RELEASE PRODUCT BEING DEVELOPED BY OR FOR EA, CURRENTLY KNOWN AS DARKSPORE (THE "GAME"), SOLELY AS PART OF THIS CLOSED BETA TESTING PROGRAM. If you reside in the United States, Canada or Japan, the Agreement is between you and Electronic Arts Inc. If you reside in any other country, then the Agreement is between you and EA Swiss Sarl. Please see below for contact information for Electronic Arts Inc. and EA Swiss Sarl. BY PRESSING THE "I ACCEPT" BUTTON, YOU ACCEPT THE TERMS AND CONDITIONS BELOW. BY PRESSING THE "DECLINE" BUTTON, YOU DECLINE OUR OFFER, IN WHICH CASE YOU SHOULD CONTACT EA REGARDING REMOVAL FROM THIS BETA TESTING PROGRAM. In the event you choose not to accept this Agreement or by technical means can bypass/disable the "I ACCEPT BUTTON", by installing, copying, downloading, accessing or otherwise using the Game, you shall be deemed to have agreed to be bound by the terms of this Agreement. Further, you hereby acknowledge that you choose to accept and be bound by the terms of this Agreement every time you enter or re-enter the Game. If you do not agree to the terms of this Agreement, do not install or use the Game. You acknowledge EA has provide you enough time for reviewing the terms and conditions of this Agreement before your acceptance.
BETA TESTING AGREEMENT (the “Agreement”)
Electronic Arts (“EA”) has designed and developed and is the publisher of a software product currently entitled Darkspore (the "Game"). EA has established a closed beta testing program (the "Beta Program") to, among other things, allow a limited number of people to give feedback and comments to EA regarding the Game (including any versions thereof) as well as to test, at EA’s sole discretion, the features, capabilities and performance of any other software or materials as may be provided by EA as part of this Beta Program (the "Beta Software"). Collectively the Game and Beta Software are referred to as the “Beta Materials” in this Agreement. In order to participate in the Beta Program, you must agree to the following provisions:
(A) You represent and warrant that you are eighteen (18) years of age or older, and are not a principal, employee, agent, independent contractor, officer or director of a developer or publisher of video or computer games (other than EA). You further represent and warrant that you are not a principal, employee, supplier, independent contractor, officer or director or of any entity that participates either directly or indirectly in the sale of in-game items, including but not limited to, items, attributes, abilities, etc., whether these sales are to the general public or to a third-party. You represent and warrant that you are entering into this Agreement on a completely voluntary basis with no expectation of any form of compensation whatsoever other than what is expressly provided for in this Agreement. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT PARTICIPATE IN THE BETA PROGRAM WITHOUT YOUR GUARDIAN.’S CONSENT.
(B) You acknowledge that the Beta Program shall run from the time you install, copy, download, access or otherwise use the Beta Materials, and shall end upon the expiration of the Beta Program, unless otherwise extended or terminated unilaterally by EA at EA’s sole discretion. Furthermore, EA may, in its sole discretion for any reason and at any time during the Beta Program terminate your participation therein without any form of compensation due to you whatsoever for this termination.
(C) You acknowledge that in becoming part of the Beta Program, that EA is providing you free of charge the Beta Materials (which constitutes the sole and sufficient consideration for this agreement) and that EA has not made any other promises, whether express or implied regarding any other form of consideration for your participation in the Beta Program.
(D) EA may, in its sole discretion, terminate the Beta Program at any time.
(E) You agree that your participation in the Beta Program does not constitute an employment Agreement or offer of such an agreement, between you and EA and that EA does not ask and/or require you to work a certain number of hours, shifts, etc. as part of your participation in the program and that your participation in the program is strictly voluntary and done solely for your personal enjoyment; and, further that EA expects you only to use your leisure time to participate in this program, and does not expect you to forego other activities, including gainful employment, during the time you spend participating in this voluntary program. You may stop being a volunteer tester of the Game at any time that you wish.
(F) You agree that EA is not providing you with any hardware to run EA’s software or connect to EA’s servers.
(G) You agree that while the role you will play in helping EA develop better software is helpful; it does not constitute a critical or vital role in the development of the Game or Beta Software such as to entitle you to claims of ownership or rights to receive any other compensation of any kind for your participation.
(H) You acknowledge and agree that any experience points acquired during the Beta Program do not entitle you to any experience points during any other beta stages (if applicable) or for the commercial release of the Game.
(I) You acknowledge and agree that any virtual items you acquire during the Beta Program of whatever nature from the experience points may be amended, modified or deleted at any point by EA during the Beta Program or for the commercial release of the Game.
(J) You agree to all of the terms of the Agreement set forth below.
1. License Grant. In the event that you receive the Beta Materials from EA, you are granted the revocable, limited right to install the Beta Materials onto a single computer for the sole purpose of evaluating the Beta Materials as permitted under Section 1.3 below as part of the Beta Program. You may not use, copy, modify, sell, lease, rent, distribute, transfer or disclose any part of the Beta Materials except as provided in this Agreement. All other rights are reserved to EA.
1.1 License Restrictions. You shall not:
a. Sublicense to, transfer, distribute or permit use of the Beta Materials by, any third party;
b. Reverse engineer, decompile, or disassemble the Beta Materials;
c. Make copies of the Beta Materials other than one (1) copy for back-up purposes to be used solely as a replacement for the original copy, provided that You include on the back-up copy all copyright and other notices that are included on the Beta Materials;
d. Export the Beta Materials in violation of the export control laws of the United States of America and other countries.
e. Share your Account with any third party.
1.2 Indemnification. You (a) agree to indemnify, defend and hold EA harmless from and against all claims, losses, liabilities, damages, expenses, and costs (including, without limitation, reasonable fees for attorneys and expert witnesses) which result from any breach or alleged breach of any of your covenants, representations, warranties or obligations herein, and (b) hereby release, EA and its direct and indirect parents, subsidiaries, affiliates and sister corporations, and their respective officers, directors, employees and agents, from and against any losses, liabilities, claims, obligations, costs and/or expenses (including reasonable legal fees) which result from, arise out of or in connection with the use of the Beta Materials and/or your participation in the Beta Program.
1.3 Testing and Evaluation Obligations. You hereby agree to perform all of the following obligations in connection with this Beta Program: (a) to test, evaluate and analyze the Game and specific aspects of it as identified by EA to you; (b) to test, evaluate and analyze other Beta Software (if applicable) and its operation, features, capabilities and performance; (c) to comply with the reasonable requests of EA from time to time regarding testing; and (d) to provide feedback, analysis, suggestions and comments to EA (including, but not limited to, bug reports and test results) as reasonably requested by EA, or as otherwise voluntarily provided by you (collectively, “Feedback”). ALL OF YOUR FEEDBACK SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF EA AND/OR ITS LICENSORS OR LICENSEES, AND YOU HEREBY ASSIGN ALL OF YOUR RIGHT, TITLE AND INTEREST IN THE FEEDBACK, AND ALL INTELLECTUAL PROPERTY RIGHTS RELATED THERETO TO EA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT EA AND/OR ITS LICENSORS OR LICENSEES SHALL HAVE THE PERPETUAL AND IRREVOCABLE RIGHT TO USE, MODIFY, AND OTHERWISE EXPLOIT ALL OR PART OF THE YOUR FEEDBACK OR ANY DERIVATIVE THEREOF IN ANY MANNER OR MEDIA NOW KNOWN OR HEREAFTER DEVISED WITHOUT ANY REMUNERATION, COMPENSATION OR CREDIT TO YOU. You hereby represent and warrant that you have right to enter into this Agreement and the assign and grant the rights set forth herein, and that any Feedback which is provided by you hereunder is original work made solely by you and does not infringe any third party intellectual property rights.
1.4 Personally Identifiable Information; Monitoring; Privacy Issues. You may be required to provide to EA, as a condition to testing the Beta Materials, certain personally identifiable information ("Personal Information"). EA's retention and use of all Personal Information shall be subject to EA's privacy policy posted on www.ea.com, as that policy may be updated by EA in its discretion from time to time. Furthermore, you acknowledge and agree that your communications with other users or with EA via chats, conferences, bulletin boards, and any other avenues of communication within the Game, Beta Software and/or this Beta Program are public and not private communications, and that you have no expectation of privacy concerning your use of the Game and/or Beta Software (including, any character data or communication referenced in Section 5.3 below). You further acknowledge and agree that EA reserves the right to monitor any such content and communications.
1.5 Term of the Agreement. Your participation in the Beta Program, and the grant of license herein, may be terminated by EA at any time, for any reason or for no reason, in EA's sole and absolute discretion, by providing written or emailed notice to you. You may, at any time and for any reason or for no reason, terminate your participation in the Beta Program by providing written or emailed notice to EA. The termination of your participation in the Beta Program however, shall not modify or supersede the survival provision in Section 7.1 below. Upon termination of the Beta Program or your participation in it for any reason as provided herein, all license rights granted hereunder shall terminate immediately.
2. Confidentiality
2.1 Confidential Information Defined. "Confidential Information" shall mean (a) any and all information relating to, contained in or relayed through the Beta Software, the Game, and the Beta Program, including, without limitation, information relating to (i) the performance, capabilities and contents of the Beta Materials, (ii) your Feedback, (iii) any other Beta Program participant's Feedback, and (iv) any EA employee's feedback and comments, (b) the existence and terms of this Agreement, and (c) any and all information relating to the future or proposed Games, services or business operations of EA. Without limiting the generality of the foregoing, please review Addendum B below for a list of examples of Confidential Information. The list in Addendum B is not exhaustive and is provided for reference and example only. You shall use best efforts to safeguard and to prevent unauthorized use or disclosure of the Confidential Information, unless otherwise expressly authorized in writing as provided in Section 2.3 below. Your obligation to keep the Beta Materials confidential will continue until EA publicly distributes, or has otherwise disclosed to the public through no fault of yours, each of the Game product(s) and the content that you are testing.
2.2 Confidentiality Obligation. You shall keep the Confidential Information in confidence and shall not publish, disclose, distribute, transmit, post or otherwise make available, directly or indirectly, any Confidential Information to any third party except as otherwise expressly set forth herein. However, you may disclose the Confidential Information in accordance with a judicial or governmental order; provided, however, that (a) you give EA prompt written notice of such order so EA has opportunity to seek a protective order or other appropriate remedy to such order, prior to disclosure and shall comply with any applicable protective order or equivalent, (b) you provide EA with all reasonable assistance in opposing such required disclosure or seeking a protective order or confidential treatment for all or part of such Confidential Information, and (c) you disclose only such portion of the Confidential Information as is either permitted by EA or required by the court, tribunal, governmental agency or other authority, subject to any protective order or confidential treatment obtained by EA
2.3 Permitted Disclosures. You may disclose the information that is specifically identified in Addendum A, if any, on online message boards, forums or other similar venues in accordance with the restrictions set forth in Addendum A and this Agreement. Said restrictions are to be applied no matter whether the venue is open to the general public or with access that is regulated and/or restricted. EA reserves the right to amend Addendum A from time to time upon written notice to you. Notwithstanding anything contained herein to the contrary, you shall not make any false statements to anyone about EA, its licensors, this Beta Program, other participants in the Program, or any EA products or services, including the Game and Beta Software
3. Ownership. Except for the revocable, limited license expressly granted hereunder, EA retains all right, title and interest in and to the Beta Materials and all copies thereof, and all game character data in connection therewith. The Game and any other Beta Materials provided hereunder are copyrighted and are protected by United States copyright laws and international treaty provisions. You acknowledge that EA and/or its licensors own all intellectual property rights in and to the Beta Materials, including, without limitation, all patent rights, copyrights, inventions, trade secret rights, trade dress rights, trademark rights and intellectual property rights therein and thereto. You may not remove the copyright and other proprietary rights notices from the Beta Materials. You agree that this Agreement shall be retained with all printed and electronic copies of the Beta Materials and documentation constituting the Beta Materials. You agree to prevent any unauthorized copying of the Beta Materials. Except for the revocable, limited license as expressly provided herein, EA does not grant you any express or implied right in any patents, copyrights, trademarks, or trade secret information of EA, and/or its licensors. In accordance with Section 1.3, you agree that EA and/or its licensors or licensees own all right, title, and interest in any and all of your Feedback, without any remuneration, compensation or credit to you. To the extent that any of the rights assigned herein cannot presently be assigned under applicable law, you agree to assign such rights at such time as the rights are capable of being assigned. You agree at EA's request to execute such further documents and to do such further acts as may be necessary or desirable to document, perfect, register or enforce EA's and/or its licensor's ownership of any of the rights, title and/or interests hereunder, in whole or in part including, without limitation, execution of a copyright assignment in a form provided by EA in its sole discretion. If you fail or refuse to execute any such documents, you hereby appoint EA as your attorney-in-fact, which appointment is coupled with an interest and is irrevocable, to act on your behalf and to execute, deliver, record and file such documents. The rights granted, assigned and/or to be assigned by you hereunder are granted for the entire universe and shall inure in perpetuity, and, as set forth above, no further consideration shall be payable to you at anytime in connection therewith. You will acquire no right to use, and will not use without EA's prior written consent, the names, characters, artwork, designs, tradenames, copyrighted materials, trademarks or service marks of EA or its parent, related or subsidiary companies, employees, directors, officers, shareholders, assigns, successors, licensors or licensees: (a) in any advertising, publicity, marketing, promotion or on any website; or (b) in any manner other than in accordance with this Agreement.
4. Injunctive Relief. You acknowledge and agree that a breach or threatened breach of Sections 1-3 of this Agreement will cause irreparable injury, that money damages would be an inadequate remedy and that EA shall be entitled to ex parte injunctive relief without bond, to restrain you, from such breach or threatened breach. Nothing in this Section 4 shall be construed as preventing EA from pursuing any and all remedies available to it, including the recovery of money damages from you.
5. No Warranty; No Liability For Damages; No Support; Character Data.
5.1 No Warranty. YOU ACKNOWLEDGE THAT THE GAME AND ANY BETA SOFTWARE PROVIDED HEREUNDER ARE PRE-RELEASE PRODUCTS. YOU ACKNOWLEDGE THAT THE GAME AND BETA SOFTWARE MAY WELL CONTAIN ERRORS AND DEFECTS AND ARE NOT FINAL PRODUCTS. THE GAME AND BETA SOFTWARE ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU FURTHER AGREE THAT EA HAS NO OBLIGATION TO MAKE THE GAME AND BETA SOFTWARE AVAILABLE FOR PLAY WITHOUT CHARGE FOR ANY PERIOD OF TIME, NOR TO MAKE THEM AVAILABLE AT ALL.
5.2 No Liability For Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EA SHALL NOT BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING WITH RESPECT TO THIS AGREEMENT, THE GAME, OR OTHER BETA MATERIALS PROVIDED HEREUNDER, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL EA’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED FIFTY US DOLLARS (US$50.00).
5.3 No Support. EA does not provide any support for the Game and Beta Software. However, EA may provide an e-mail address and/or a private message board for you to send any questions and/or comments regarding the Beta Materials. EA does not, however, make any representations or warranties as to the accuracy of any statements or advice provided in response to your e-mail(s) and/or board postings.
5.4 Test Environment. You acknowledge that the Game and Beta Software will run in a test environment, that game characters, character data, or any other value or status indicators that you achieve through game play as part of the Beta Program may be erased or modified at EA's sole discretion at any time, and that such data shall likely not be exported into the Game once the Game is commercially released.
6. Obligations of Participant in the Beta Program.
6.1 It is understood and agreed to that as part of the Beta Program, you are expected to suggest changes, improvements, additions to the Game as well as to provide analysis of the Game and its features and that any such material provided to EA in any form whatsoever, including but not limited to email, text messages on message boards and/or oral become the sole property of EA. The foregoing materials shall be deemed Feedback as such term is defined in Section 1.3 above. You hereby waive any rights to the Feedback or any remuneration for the Feedback. EA shall have the right (but not the obligation), at its sole discretion, to credit you for the Feedback and you hereby grant EA a license to attribute such Feedback to you
6.2 It is understood and agreed that, as part of your participation in the Beta Program, it is your responsibility to report all known bugs, abuse of 'bugs', 'undocumented features' or other defects and problems related to the Game and Beta Software to EA as soon as they are found (“Bugs”). If you know about a Bug or have heard about a Bug and fail to report the Bug to EA, we reserve the right to treat you no differently from someone who abuses the Bug. You acknowledge that EA reserve the right to lock anyone caught abusing a Bug out of all EA products.
6.3 It is understood and agreed to that at the request of EA, you shall return to EA any and all copies of the Game and Beta Software, in any format, delivered to you for review. The return of the material shall not affect your obligations to treat the Confidential Information disclosed to you as confidential.
6.4 You acknowledge and agree that your participation of this Beta Program and use of Beta Materials are governed by EA’s then current terms of service (which can be found at http://www.ea.com/global/legal/tos.jsp, the “Terms of Service”), and any other additional membership terms, end user license agreement, and code of conduct (“Darkspore Membership Terms”) that are reviewed and accepted by you during the registration or installation process, as well as any updates thereto which EA may make from time to time.
7. Miscellaneous.
7.1 Survival. The provisions of Sections 1.1, 1.2, 1.3,1.5, 2, 3, 4, 5, 6.2, 6.3, 6.4, 7, 8 and 9 shall continue in full force and effect even after (a) the Beta Program has been terminated or completed and/or (b) your participation in the Beta Program has been terminated.
7.2 Governing Law; Jurisdiction. The laws of the State of California, excluding its conflicts-of-law rules, govern this Agreement. You expressly agree that exclusive jurisdiction for any claim or dispute with EA or relating in any way to your participation in this Beta Program or your use of Beta Materials in the courts of Northern California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Northern California in connection with any such dispute including any claim involving EA or its parent, affiliates, subsidiaries, employees, contractors, officers, directors, vendors and content providers.
7.3 Severability. If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this Agreement shall not be affected thereby.
7.4 Amendment. This Agreement may be amended by EA from time to time at its sole discretion. You agree to check http://beta.darkspore.com periodically for new information and terms that govern your participation in the Beta Program. Revisions to terms affecting existing elements of the Beta Program shall be effective thirty (30) days after posting at terms.ea.com. Terms for new elements of the Beta Program are effective immediately upon posting at http://beta.darkspore.com.
8. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties, except for the Terms of Service and Darkspore Membership Terms as defined in Section 6.4 above.
9. Violation. In the event that you violate any of the terms set forth in this Agreement or in the Beta Program Code of Conduct as embodied in Addendum C, you hereby acknowledge that EA, in its best business judgment, may remove your access to the Beta Program as well as subject you to any legal remedies that EA may take.
ADDENDUM A
1. The fact that there is an Official Darkspore Beta Program.
2. The fact that you are a member of the Official Darkspore Beta Program.
ADDENDUM B
1. Any contact/private information for EA personnel that is provided to you.
2. Any contact information (address, password, etc.) to any private areas for use in connection with the Beta Program, including but not limited to, chat, email and message boards.
3. Any information/discussions/postings from the private boards or forum for the Beta Program.
4. Any comments/information that would allow people who are not currently part of the Beta Program to get access to the Beta Program or Game through either legitimate or illegitimate means.
5. Post or distribute any screen captures, pictures, videos, podcasts, screenshots or any other representations, known or unknown, of any content in the Game or other Beta Materials.
6. Any public posting or commentary of the game based on your participation as a Beta Tester.
7. Any comments or discussions on new features or other new functionalities in the Game or other Beta Materials.
8. Any details regarding the stability of the Game or the Game servers.
9. General comments about the Game’s overall development.
10. Any comments on any aspect of the Game or other Beta Materials not covered by Addendum A above.
ADDENDUM C
BETA PROGRAM CODE OF CONDUCT
You agree:
1. That you are privileged guests on this system and as guests, we expect you to exhibit common courtesy to all EA personnel as well as other members of the Beta Program. EA (“we” or “us”) will exhibit the same courtesy towards you.
2. You will be helping us shape Darkspore into a great product and we value your comments/insights/etc. However, that is not a license to be rude, nasty, demanding or generally unreasonable. Please remember that we will be dealing with a lot of people and, as such, a lot of differing opinions regarding what is right or wrong with the game. Just because we don’t agree with you doesn’t mean we don’t value your continued input.
3. We need your feedback. Your access as a beta tester for the Game is not a free ride we expect something in return and that is your help.
4. When posting messages about the game in our private message boards or when sending email, please try to be as professional as possible. Repeat the facts as accurately as you can and without undue emotionalism. Saying things like “This game sucks because I lost my character when I did something that crashed the game” is not helpful. If you like something, don’t hesitate to tell us. By the same token, if you do not like something or think that something can be improved don’t hesitate to tell us that as well. You will never be banned, punished, taken to task, etc. for speaking your mind in an open, honest and professional manner. Honest, well thought out criticism is as valuable to us as are suggestions or praise.
5. Before posting messages publicly about the game outside the EA boards, please be sure you are adhering to the confidentiality terms of this Agreement and the instructions in Addendum A and Addendum B above. Provided that you are expressly permitted to disclose the information as provided in Addendum A, we do not mind if you say things that are critical about the game but remember that we still have a long way to go. We do not expect you to be mindless shills for EA or for the Game but neither do we expect you to trash the game just for the sake of trashing it.
6. If requested by EA personnel to help test an aspect of the game, please cooperate. The sooner we work things out, the sooner the game goes LIVE.
7. Vulgar expressions, course language, abusive behavior, verbal harassment will not be tolerated either towards EA personnel or other beta testers. The use of such language, whether or not you consider it in-character, is not acceptable, whether you use it in casual and public speech, 'private links', contacts or even in a character's name.
8. Part of beta testing a product is the responsibility to report all bugs to EA. Abuse of 'bugs', 'undocumented features' or other such things will not be tolerated. It is the responsibility of all players to report all problems, errors or bugs in the game to EA as soon as they are found. The continued used of such is contrary to EA policy as such bugs/errors can damage and delay the completion of this beta test. Additionally, if you know about a bug or have heard about a bug and fail to report the bug to EA, you will be treated no differently from someone who abuses the bug. We reserve the right to lock anyone caught abusing a bug out of all EA products forever.
9. You will not behave in any manner that is contrary to the 'spirit of the game' as defined by EA in its sole discretion.
10. You will not represent yourself as an officer or employee, sub-contractor or somehow being connected with EA, EA’s Licensors or the Game. We reserve the right to lock anyone caught doing that out of all EA products forever.
11. You acknowledge and agree that your communications with other users, beta testers or EA via chats, conferences, bulletin boards, and any other avenues of communication within Darkspore or as part of this Beta Program are public and not private communications, and that you have no expectation of privacy concerning your use of this Game and participation in this Beta Program. You acknowledge that personal information that you communicate within Darkspore or in connection with this Beta Program may be seen and used by others and result in unsolicited communications, therefore we strongly encourage you not to disclose any personal information about yourself in your public communications within Darkspore or the Beta Program. EA is not responsible for information that you choose to communicate to other users within Darkspore or the Beta Program, or for the actions of other users.
12. In the unfortunate event that a player has engaged in unacceptable behavior, said player will be treated accordingly. EA in its sole discretion, reserves the right to terminate the player’s access to Darkspore beta test immediately and without further notice.
I have read and accept the above terms and conditions.
© 2009 Electronic Arts Inc. Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, CA 94065. EA Swiss Sarl, Place du Molard 8, 1204, Geneva, Switzerland.