End User License AgreementNON-DISCLOSURE AGREEMENT
Solid Clouds ehf., (the "Disclosing Party"); and
installing user, (the "Receiving Party"),
Collectively referred to as the "Parties".
The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to the game STARBORNE: SOVEREIGN SPACE, which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.
In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.
Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.
Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.
The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
UNSOLICITED IDEA SUBMISSION POLICY
Solid Clouds or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas, original creative artwork, suggestions or other works (“submissions”) in any form to Solid Clouds or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Solid Cloud’s products or marketing strategies might seem similar to ideas submitted to Solid Cloud. If you still desire to submit your ideas, then regardless of what your letter or post says, the following terms shall apply to your submissions.
TERMS OF IDEA SUBMISSION
You agree that: (1) your submissions and their contents will automatically become the property of Solid Clouds, without any compensation to you; (2) Solid Clouds may use or redistribute the submissions and their contents for any purpose and in any way; (3) there is no obligation for Solid Clouds to review the submission; and (4) there is no obligation to keep any submissions confidential.
SECURITY AND PASSWORDS
You are solely responsible and liable for all activity occurring under your account. Remember, SOLID CLOUDS will never ask you for your password; as such you should never disclose your password to anyone. Although SOLID CLOUDS may offer a feature that allows you to "save" or "remember" your password on your hard drive, this feature makes it possible for third parties to access your computer and thus your account. Should you choose to utilize the password memory feature, it is at your own risk. Any attempt to deceive another user for the purposes of illicitly obtaining cards, passwords, account information etc. (aka "scamming") is prohibited and may result in the immediate deactivation of your account.
Subject to your compliance with the terms of this User Agreement, SOLID CLOUDS hereby grants you a non-exclusive, non-transferable, non-assignable limited license to use the Game, Software, Game Service, Digital Objects and Game related products or services for your personal use via your account for the sole purpose of playing the Game. This User Agreement includes the right to trade the online Digital Objects you receive as part of the Game. Notwithstanding anything to the contrary contained in this User Agreement, you acknowledge and agree that you currently do not and will not acquire ownership in your account and/or Digital Objects, and you further acknowledge and agree that all rights in and to the same shall forever be owned by and inure to the benefit of SOLID CLOUDS (its successors and assigns).
You grant to SOLID CLOUDS a perpetual, unrestricted and irrevocable right (at no fee) to use, copy, modify, publish, perform, transmit, and display any content you submit via any media to SOLID CLOUDS and waive any moral rights you may have in such content.
INTELLECTUAL PROPERTY RIGHTS
SOLID CLOUDS owns all right, title and interest in and to the Game, Game Service, Software, and Game related products or services (including, without limitation, all Digital Objects), and all aspects thereof (including, but not limited to, any titles, computer code, themes, objects, characters, character names, stories, dialog, catch phrases, locations, concepts, artwork, character inventories, structural or landscape designs, animations, sounds, audio-visual effects, methods of operation, moral rights, any related documentation, storylines, character likeness and "applets"), as well as all related and underlying intellectual property including all trademarks and copyrights.
Your account and your use of the Game and Game Service do not grant you any ownership interest in and to the same. The Game, Game Service, Software, Digital Objects and Game related products or services (including all underlying intellectual property), are protected by the laws of the United States and international treaties, conventions and other laws. All rights are reserved. Neither this User Agreement nor your account entitles you to any subsequent releases of the Software, or to any Game products including, without limitation, card caches, avatars and commander packs. From time to time, SOLID CLOUDS may release such Game products, which may be obtained for a separate fee. SOLID CLOUDS may update or otherwise enhance the Software at any time and in doing so incurs no obligation to furnish such updates to you pursuant to this User Agreement.