HADES SOFTWARE END USER LICENSE AGREEMENT

Updated Version: December 21st, 2018

This Software End User License Agreement ("Agreement") constitutes a valid and
binding agreement
between Supergiant Games, LLC, a California limited liability company and its
affiliates and business
partners (singly and collectively, "Supergiant") and the end user ("you," or
"your") of the Software. As
used in this Agreement, the term "Software" means collectively the videogame
entitled "Hades" (the
“Game”), and any and all copies and/or derivative works of the Game, related
software and/or
documentation, including without limitation, any and all “patches,” future
programming fixes, updates
and upgrades provided to you. The Software will not function unless it is installed
on a computer which
meets its minimum installation requirements. You may only use the Software if you
have agreed to this
Agreement.
IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THIS AGREEMENT. BY CLICKING
THE “I
ACCEPT” BUTTON LOCATED AT THE END OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE
TERMS
AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE
BOUND
BY THIS AGREEMENT, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON. IF YOU DO NOT ACCEPT
THIS
AGREEMENT, THE SOFTWARE WILL NOT BE INSTALLED ON YOUR COMPUTER.
1. License Grant.
Subject to the terms of this Agreement, Supergiant hereby grants you during the
Term (defined below),
a limited, non-exclusive, personal, non-sublicensable, non-assignable license to
download, install and
use the Software onto a computer and to use the Software solely for the purpose of
evaluating the
Software and providing feedback regarding the Software to Supergiant. The Software
may only be used
in accordance with this Agreement and any rules, restrictions or documentation set
forth by Supergiant
from time to time.
2. License Restrictions.
(a) Notwithstanding anything to the contrary, you may not: (i) remove any
proprietary notices from any
copy of the Software; (ii) cause, permit or authorize the modification, creation of
derivative works,
translation, reverse engineering, decompiling, disassembling or hacking of the
Software; (iii) sell, assign,
rent, lease, act as a service bureau, or grant rights in the Software, including,
without
limitation, through sublicense, to any other entity without the prior written
consent of Supergiant; (iv)
make any false, misleading or deceptive statement or representation regarding
Supergiant and/or the
Software; (v) use the Software for any commercial purpose or the benefit of any
third party or charge
any person, or receive any compensation for, the use of the Software or any manner
not permitted by
the licenses granted herein; (vi) use the Software to, or in any way that would,
violate any applicable
law, regulation or ordinance; (vii) collect any information or communication about
the users of the
Software by monitoring, interdicting or intercepting any process of the Software;
and (viii) use any type
of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead
device, packet-sniffer, addon,
hack, trainer, mod, cheat, Trojan-horse routing, trap door, time bomb or any other
codes or instructions
that are designed to be used to provide a means of surreptitious or unauthorized
access or that are
designed to distort, delete, damage, monitor, mine, enhance or disassemble the
Software.
(b) The Software may be incorporated into, and may incorporate, technology,
software and services
owned and controlled by third parties. Use of such third party software or services
is subject to the
terms and conditions of the applicable third party license agreements, and you
agree to look solely to
the applicable third party and not to Supergiant to enforce any of your rights in
relation thereto. All
modifications or enhancements to the Software remain the sole property of
Supergiant. You understand
that Supergiant, in its sole discretion, may modify or discontinue or suspend your
right to access or use
any of the Software at any time, and may at any time suspend or terminate any
license hereunder and
disable any Software you may already have accessed or installed without prior
notice. Supergiant
reserves the right to add or remove features or functions to the Software at any
time in its sole
discretion. When installed on your computer, the Software may periodically
communicate with
Supergiant servers while the Software is in operation. You acknowledge and agree
that Supergiant has
no obligation to make available to you any subsequent versions of its software
applications.
3. Proprietary Rights.
The Software contains proprietary and confidential information of Supergiant,
including copyrights
which are protected by international copyright laws, trade secrets and trademarks
contained in the
Software. Title to and ownership of the Software, including without limitation all
intellectual property
rights in and to the Software, are and shall remain the exclusive property of
Supergiant and its licensors,
and except for the limited license granted to you by Supergiant, Supergiant
reserves all right, title and
interest in and to the Software. You shall not take any action to jeopardize, limit
or interfere with
Supergiant's ownership of and rights with respect to the Software. You acknowledge
that any
unauthorized copying or unauthorized use of the Software is a violation of this
Agreement and is strictly
prohibited.
4. Term and Termination.
(a) This Agreement will be effective as of the date you accept this Agreement,
thereby expressly
agreeing to the terms and conditions set forth herein, and will remain effective
until termination by
either party as set forth below. As used herein, the term "Term" means the period
of time from the
date you accept this Agreement until the date this Agreement terminates or expires.
(b) You may terminate this Agreement at any time provided you cease all use of the
Software AND
destroy or remove from all hard drives, networks, and other storage media all
copies of the Software in
your possession. Supergiant may terminate this Agreement at any time, with or
without cause, by
providing notice to you and/or preventing your access to the Software.
(c) Upon termination of this Agreement for any reason (i) all licenses and rights
to use the Software shall
terminate and you must remove the Software from your computer equipment and dispose
of all
originals and copies of the Software in your possession, and (ii) Sections 2, 3,
4(c), and 5 through 13 shall
survive such termination.
5. Your Representations, Warranties and Promises.
(a) You represent and warrant that you: (i) possess the legal right and ability to
enter into this
Agreement and to comply with its terms, (ii) will use the Software for lawful
purposes only and in
accordance with this Agreement and all applicable laws, regulations and policies,
(iii) will always provide
and maintain true, accurate, current and complete information as requested by
Supergiant, (iv) are of a
lawful age in your applicable jurisdiction to enter into this Agreement and install
and use the Software,
and (v) will only use the Software on a computer on which such use is authorized by
the computer's
owner or lessee, as applicable.
(b) You promise that you will not: (i) use any automatic or manual device or
process to interfere or
attempt to interfere with the proper working of the Software, except to remove the
Software from a
computer of which you are an owner or authorized user in a manner permitted by this
Agreement, (ii)
attempt to decompile, reverse engineer or hack the Software or to defeat or
overcome any encryption
and/or other technical protection methods implemented by Supergiant with respect to
the Software
and/or data transmitted, processed or stored by Supergiant or other users of the
Software, and (iii) take
any steps to interfere with or in any manner compromise or violate any of
Supergiant's or the Software’s
security measures, any other individual's or entity's computer utilizing the
Software. Supergiant
reserves the right to investigate occurrences which may involve such violations,
and may involve, and
cooperate with, law enforcement authorities in prosecuting users who have
participated in such
violations. You agree to cooperate fully in any such investigations and you
expressly acknowledge and
agree that Supergiant may disclose your personal information to comply with law
enforcement or any
legal, governmental or regulatory order or action.
6. Indemnity.
You agree to indemnify, hold harmless and defend Supergiant and its affiliates,
parent companies,
subsidiaries, officers, directors, employees, agents, network service providers,
business partners and
licensors (collectively, the "Indemnified Parties") at your expense, against any
and all third-party claims,
actions, proceedings, and suits and all related liabilities, damages, settlements,
penalties, fines, costs
and expenses (including, without limitation, reasonable attorneys' fees and other
dispute resolution
expenses) incurred by Supergiant arising out of or relating to your (a) violation
or breach of any term of
this Agreement or any policy or guidelines referenced herein, including any
unauthorized disclosure of
Confidential Information or (b) use or misuse of the Software.
7. Disclaimer of Warranties.
(a) THE SOFTWARE IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR
REPRESENTATIONS MADE BY SUPERGIANT, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH
RESPECT
TO THE SOFTWARE, INCLUDING ANY WARRANTIES OF QUALITY, PERFORMANCE, NON-
INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES
CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. SUPERGIANT
FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL ALWAYS BE AVAILABLE,
ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR WILL
OPERATE
WITHOUT PACKET LOSS.
(b) YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF
THE
SOFTWARE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(c) As some jurisdictions do not allow some of the exclusions set forth in this
Section 7, some of these
exclusions may not apply to you.
8. Limitation of Liability.
(a) IN NO EVENT SHALL SUPERGIANT, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, OR
LICENSORS BE LIABLE TO YOU WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE
(WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR
OTHER THEORY),
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE OR
PECUNIARY
LOSS) ARISING OUT OF THE INSTALLATION, UNINSTALLATION, USE OR INABILITY TO USE THE
SOFTWARE, INCLUDING ANY DAMAGES RESULTING THEREFROM, EVEN IF SUPERGIANT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO
CASE
SHALL THE LIABILITY OF COMPANY OR ANY OF THE RELATED PARTIES TO YOU EXCEED TWENTY
DOLLARS
(USD$20).
(b) As some jurisdictions do not allow some of the exclusions set forth in this
Section 8, some of these
exclusions may not apply to you.
9. Equitable Remedies.
You hereby agree that Supergiant would be irreparably damaged if the terms of this
Agreement were
not specifically enforced, and therefore you agree that Supergiant shall be
entitled, without bond, other
security, or proof of damages, to appropriate equitable remedies with respect to
breaches of this
Agreement, in addition to such other remedies as Supergiant may otherwise have
available to it under
applicable laws. In the event any litigation is brought by either party in
connection with this Agreement,
the prevailing party in such litigation shall be entitled to recover from the other
party all the costs,
attorneys' fees and other expenses incurred by such prevailing party in the
litigation.
10. Export Administration.
You will comply fully with all relevant export laws and regulations of the United
States, including,
without limitation, the U.S. Export Administration Regulations (collectively
“Export Controls”). Without
limiting the generality of the foregoing, you will not, and you will require your
representatives not to,
export, direct or transfer the Software, or any direct product thereof, to any
destination, person or
entity restricted or prohibited by the Export Controls.
11. U.S. Government Rights.
If you are, or are entering into this Agreement on behalf of, any agency or
instrumentality of the United
States Government, the Game is “commercial computer software” and “commercial
computer software
documentation,” and pursuant to FAR 12.212 or DFARS 227.7202, and their successors,
as applicable,
use, reproduction, and disclosure of the Software are governed by the terms of this
Agreement.
12. Negotiations and Arbitration.
(a) Negotiations. Disputes can be expensive and time consuming for both parties.
In an effort to
accelerate resolution and reduce the cost of any dispute or claim related to this
Agreement (“Claim”),
you and Supergiant agree to first attempt to informally negotiate any Claim for at
least thirty (30) days
(except those Claims expressly excluded in Section 12(e) below). Supergiant will
send its notice to the
address it has on file to the extent that you have provided additional contact
information to Supergiant
(e.g. by participating in a promotional or survey, or contacting a customer
services representative).
Otherwise, Supergiant will send its notice to the email address associated with
your Account. You will
send your notice to Supergiant Games, LLC, 521 Gough St, San Francisco, CA 94102,
Attn: Legal
Department. Please note that this informal resolution procedure does not suspend
any statutory
limitation periods applicable to the bringing of a Claim.
(b) Binding Arbitration. If the parties fail to resolve a Claim through
negotiations, within such thirty
(30)-day period, either you or Supergiant may elect to have the Claim (except as
otherwise provided in
Section 12(e)) finally and exclusively resolved by binding arbitration by sending a
written notice
requesting arbitration to the other party. Any election to arbitrate by one party
shall be final and binding
on the other. The arbitration will be conducted under the Streamlined Arbitration
Rules and Procedures
of JAMS that are in effect at the time the arbitration is initiated (the “JAMS
Rules”) and under the terms
set forth in this Agreement. In the event of a conflict between the terms set forth
in this Section 12(b)
and the JAMS Rules, the terms in the JAMS Rules will control and prevail.
The parties will split the arbitration fees. In the event that the arbitrator
finds that an equal division of
the arbitration fees are an undue burden on you, we will pay all of the arbitration
fees (but not your
legal fees).
Except as otherwise set forth in Section 12(e), you may seek any remedies available
to you under
federal, state or local laws in an arbitration action. As part of the arbitration,
both you and we will have
the opportunity for discovery of non-privileged information that is relevant to the
Claim. The arbitrator
will provide a written statement of the arbitrator’s decision regarding the Claim,
the award given and
the arbitrator’s findings and conclusions on which the arbitrator’s decision is
based. The determination
of whether a Claim is subject to arbitration shall be governed by the Federal
Arbitration Act and
determined by a court rather than an arbitrator.
Except as otherwise provided in this Agreement, (i) you and Supergiant may litigate
in court to compel
arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or
enter judgment on the
award entered by the arbitrator; and (ii) the arbitrator’s decision is final,
binding on all parties and
enforceable in any court that has jurisdiction, provided that any award may be
challenged if the
arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION
PROVISION, YOU
UNDERSTAND THAT YOU AND SUPERGIANT ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A
JURY TRIAL.
(c) Location. The arbitration will take place in your hometown area if you so
notify Supergiant in
your notice of arbitration or within ten (10) days following receipt of Supergiant’
arbitration notice. In
the absence of a notice to conduct the arbitration in your hometown area, the
arbitration will be
conducted in San Francisco, California, unless the parties agree to video, phone
and/or internet
connection appearances. Any Claim not subject to arbitration (other than claims
proceeding in any
small claims court), or where no election to arbitrate has been made, shall be
decided exclusively by a
court of competent jurisdiction in Seattle, Washington, United States of America,
and you and
Supergiant agree to submit to the personal jurisdiction of that court. To the
extent allowable by the
arbitrator and the JAMS Rules, you may participate by phone or electronic
submission.
(d) Limitations. You and Supergiant agree that any arbitration shall be limited
to the Claim between
Supergiant and you individually. YOU AND SUPERGIANT AGREE THAT, TO THE EXTENT
PERMITTED
UNDER APPLICABLE LAW: (I) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE
ARBITRATED
ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (II) THERE IS NO
RIGHT OR
AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR
AS A
PRIVATE ATTORNEY GENERAL; AND (III) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER.
(e) Exceptions to Negotiations and Arbitration. You and Supergiant agree that the
following Claims
are not subject to the above provisions concerning negotiations and binding
arbitration: (i) any Claims
seeking to enforce or protect, or concerning the validity of, any of your or
Supergiant’s intellectual
property rights; (ii) any Claim related to, or arising from, allegations of theft,
piracy, invasion of privacy
or unauthorized use; and (iii) any claim for equitable relief. In addition to the
foregoing, either party
may assert an individual action in small claims court for Claims that are within
the scope of such courts’
jurisdiction in lieu of arbitration.
(f) Governing Law. Except as otherwise provided in this Agreement, this Agreement
is governed by,
and will be construed under, the laws of the United States of America and the law
of the State of
California, without regard to choice of law principles. The application of the
United Nations Convention
on Contracts for the International Sale of Goods is expressly excluded. Other laws
may apply if you
choose to access the Software from outside of the United States. In such an event,
those local laws shall
affect this Agreement only to the extent necessary in that jurisdiction and this
Agreement shall be
interpreted to give maximum effect to the terms and conditions in this Agreement.
You are responsible
for compliance with all local laws if and to the extent local laws are applicable.
(g) Severability. You and Supergiant agree that if any portion this Section 12 is
found illegal or
unenforceable (except any portion of Section 12(e)), that portion shall be severed
and the remainder of
the Section shall be given full force and effect. If Section 12(e) is found to be
illegal or unenforceable
then neither you nor Supergiant will elect to arbitrate any Claim falling within
that portion of Section
12(e) found to be illegal or unenforceable and such Claim shall be exclusively
decided by a court of
competent jurisdiction within San Francisco, California, United States of America,
and you and
Supergiant agree to submit to the personal jurisdiction of that court.
13. General Provisions.
Supergiant reserves all rights not expressly granted in this Agreement. Supergiant
may modify this
Agreement at any time by providing such revised Agreement to you or posting the
revised Agreement
on its website located at https://store.supergiantgames.com. Your continued use of
the Software shall
constitute your acceptance of such revised Agreement. You may not assign this
Agreement or any rights
hereunder. Nothing in this Agreement shall constitute a partnership, agency or
joint venture between
you and Supergiant. Should any term or provision of this Agreement be deemed
invalid, void or
unenforceable either in its entirety or in a particular application, the remainder
of this Agreement shall
remain in full force and effect. The failure of Supergiant at any time or times to
require performance of
any provision of this Agreement shall in no manner affect its right at a later time
to enforce the same
unless the same is waived in writing. The terms set forth in this Agreement
constitute the final,
complete and exclusive agreement with respect to the Software and may not be
contradicted, explained
or supplemented by evidence of any prior agreement, any contemporaneous oral
agreement or any
consistent additional terms. Supergiant may, at its sole discretion, assign this
Agreement without giving
prior notice.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE
RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO
INSTALL THE
SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT
TO
SUPERGIANT THE RIGHTS SET FORTH HEREIN.