Super Hero Squad Online™ End User License Agreement
Last Updated: April 12, 2011
This License for Super Hero Squad Online™ (hereinafter the "Game") is granted by Gazillion, Inc (hereinafter "Gazillion").
IMPORTANT — READ CAREFULLY: This is a legal agreement between you and Gazillion ("Agreement"). It imposes certain restrictions on your use of the Game. Gazillion and its affiliates and licensors retain ownership of the Game, and no rights are granted to you other than a license to use the Game as well as any printed materials on the terms expressly set forth in this Agreement. By selecting the "I accept the License Agreement(s)" check box during registration you agree to be and are hereby bound by the terms of this License Agreement. If you do not agree to the terms of this Agreement, you must promptly destroy all copies of the Game.
Gazillion reserves the right to modify and update this EULA at any time and Gazillion will give you notice of any changes via e-mail and/or by posting the amended EULA on the relevant site. Such amendments and updates shall be effective upon your first use of the Game after Gazillion notifies you and makes them available for your review.
I. GRANT OF LICENSE:
Gazillion hereby grants you (the "User") a non-exclusive, limited license to use the Game for non-commercial purposes subject to the following terms:
You may only use the Game as follows:
(a) use the Game on one single computer;
(b) use the Game on a second computer so long as the first and second computers are not used simultaneously;
(c) copy the Game for back-up and archival purposes, provided any copy made must contain all of the original Game's proprietary notices; and
(d) use content created through use of the Game for any non-commercial purpose.
You may NOT:
(1) permit other individuals to use the Game except under the terms listed above;
(2) modify, translate, reverse engineer, decompile, disassemble, otherwise reducing the Game to a human-perceivable form (except to the extent that this restriction is expressly prohibited by law), or create derivative works based upon the Game or the Manual;
(3) copy the Game or additional Game supported materials, both digital and printed (except for back-up purposes);
(4) resell, rent, lease, assign, distribute, or otherwise transfer rights to the Game;
(5) transmit the Game on the Internet;
(6) use the back-up copy other than as a replacement for the primary copy;
(7) use the Game or the backup copy for any commercial purpose; or
(8) remove any proprietary notices or labels on the Game.
Any use or transfer in violation of the above will lead to immediate, automatic termination of your license.
Gazillion shall have the right and permission to deploy or provide patches, updates and modifications to the Game, as needed or as useful to:
(i) enhance the gaming experience by adding new content to the Game, (ii) incorporating new features to the Game, (iii) enhancing content or features already in the Game; (iv) fixing 'bugs' that may be altering the Game; (v) determining how you and other players utilize the Game so that the Game can be enhanced for the enjoyment of the Game's users; (vi) protect you and other players against cheating; (vi) institute any balancing, gameplay changes or other measures to the Game in its sole discretion; and (viii) make the gaming environment safer for you. These patches, updates and modifications to the Game must be installed for the User to continue to play the Game. For these purposes, Gazillion may update the Game remotely, including, without limitation, the Game as residing on your machine, with or without your knowledge or consent, and you hereby grant to Gazillion your consent to deploy and apply such patches, updates and modifications to the Game.
All title, ownership, rights, and intellectual property rights in and to the Game and Game-related items shall remain with Gazillion or its licensors. All rights not expressly granted to you in this Agreement are reserved to Gazillion or its licensors. The Game is protected by national copyright laws and international copyright treaties.
Title, ownership rights and intellectual property rights in and to the content accessed through the Game, including any content contained in the Game media demonstration files, is the property of the applicable content owner and may be protected by applicable copyright or other law. This license gives you no rights to such content.
IV. LIMITED WARRANTY:
THE GAME IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY OTHER APPLICABLE STATUTORY WARRANTIES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW). THE USE OF THE GAME, HEREUNDER THE QUALITY AND PERFORMANCE OF THE GAME IS AT YOUR SOLE RISK. SHOULD THE GAME PROVE DEFECTIVE, YOU (AND NOT GAZILLION OR AN AUTHORIZED GAZILLION DEALER, MARVEL ENTERTAINMENT, LLC OR AN AUTHORIZED MARVEL ENTERTAINMENT, LLC DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY STATE OR COUNTRY.
Gazillion does not warrant that the functionality provided by the programs based on the Game will meet your requirements or that the operation of said programs will be uninterrupted or error free.
V. LIMITATION OF REMEDIES:
The entire liability of Gazillion, and your exclusive remedy, shall be your ability to terminate this Agreement.
IN NO EVENT WILL GAZILLION OR MARVEL ENTERTAINMENT, LLC BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST SAVINGS OR OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH GAME EVEN IF GAZILLION, MARVEL, OR AN AUTHORIZED GAZILLION OR MARVEL ENTERTAINMENT, LLC DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
SOME COUNTRIES OR STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
This License and your right to use the Game shall terminate automatically if you fail to comply with the provisions of this Agreement or if, in Gazillion's sole discretion it ceases to provide the Game. No notice shall be required from Gazillion to effectuate such termination. Upon termination you shall be obligated to destroy all copies of the Game.
VII. Virtual Currency
If you have an active account you may participate in our Virtual Currency service offering (defined below). Virtual Currency is an online redeemable point system, with no cash value, that can be used to obtain certain products and services offered by Gazillion ("Virtual Currency"). Virtual Currency can be acquired, used and redeemed in a variety of ways. For example, you may have the opportunity to acquire Virtual Currency by participating in and/or by completing certain tasks or objectives in one of our games. We may also offer Virtual Currency to you for free through one of our promotional campaigns. In addition, we currently offer Virtual Currency to you for sale through our online store. Virtual Currency is sold in bundles and the price may vary at our discretion and depending on the amount you purchase. Gazillion may from time to time limit the amount of Virtual Currency you may obtain in your account balance at any one time or in the aggregate. Gazillion will notify you if you reach such limit. You are solely responsible for any tax consequences that may result from your acquisition, use or redemption of Virtual Currency.
License to use Virtual Currency. No matter how you obtain Virtual Currency, you acknowledge and agree that such Virtual Currency solely represents a limited license right to a virtual good which is governed by the terms of this Agreement, and that such Virtual Currency is non-transferable to another person. Virtual Currency has no cash value and is non redeemable for any sum of money or monetary value from Gazillion at any time. Virtual Currency does not constitute a personal property right.
Redemption of Virtual Currency. From time to time Gazillion may offer opportunities for you to redeem your Virtual Currency for certain items or services provided that you have a sufficient balance to do so. While your Virtual Currency does not have any set expiration date, please be aware that Gazillion may from time to time cease, without notice to you, to continue to offer an item or service in exchange for your Virtual Currency. As such, if you see an item or service being offered by us for redemption that interests you, we strongly encourage you to redeem your Virtual Currency for such item or service as soon as possible. We reserve the right from time to time limit the amount of Virtual Currency you may redeem or purchase at any one time, day or week. We will notify you if you reach such limits. Once you redeem your Virtual Currency, the amount redeemed will be deducted from your balance. We will not reinstate any deducted Virtual Currency except in limited circumstances at our sole and absolute discretion after investigation.
Improper Usage of Virtual Currency. We reserve the right to reduce, liquidate, deactivate, suspend or terminate your Virtual Currency or access thereto if we terminate the Service or if we suspect, after investigation, that you have misused the Virtual Currency service, violated the terms of this Agreement, or have otherwise used the Virtual Currency service to conduct any fraudulent or illegal activity.
In the event that Gazillion suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused Virtual Currency on the account, any license or fees, any content or data associated with your account, or for anything else. Gazillion has the right at any time for any breach of this agreement or general suspension or termination of the Game, to suspend or terminate your account, terminate this Agreement, and/or refuse any and all current or future use of the Game without notice or liability to you. In the event that Gazillion suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused Virtual Currency or other credits on the account, any license or fees, any content or data associated with your account, or for anything else.
YOU UNDERSTAND AND AGREE THAT ANY ATTEMPT TO MAKE ANY CHARGE BACK OR OTHERWISE RECLAIM OR OBTAIN A REFUND OF OR A CREDIT AGAINST ANY FEES PAID FOR THE SERVICE WITHOUT FIRST HAVING OBTAINED GAZILLION PRIOR WRITTEN CONSENT TO SUCH REFUND SHALL ENTITLE GAZILLION TO DEACTIVATE YOUR ACCOUNT.
VII. GOVERNING LAW, DISPUTE RESOLUTION, AND EXPORT CONTROL:
You acknowledge that the export of the Game is governed by the export control laws of the United States of America and other countries. You may not directly or indirectly, export, re-export, download, or ship the Game in violation of the laws and regulations of the U.S.A. or the laws and regulations of the applicable jurisdiction in which you use or are downloading the Game. If you are downloading the Game, you represent and warrant that you are not located in or under the control of any country which the export laws and regulations of such country or of the U.S.A. prohibit the exportation of the Game to. Finally, if you are a unit of the United States Government, you acknowledge that the Game is provided as "commercial computer Game" under terms of this Agreement, and that use, duplication, or disclosure of any Game or any related Material shall be subject to 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer Game" and "commercial computer Game Manual" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7204-4 (JUNE 1995), or any successor regulations, a licensee shall be provided the licensed Game pursuant to the terms and conditions herein.
To facilitate the resolution of any controversy related to this Agreement ("Dispute"), you and Gazillion agree to first attempt to resolve any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Informal resolution may be completed through a customer service mechanism. If this fails, additional informal discussions begin upon written notice from you or Gazillion. Gazillion will send its notice to the email address you have provided to us and may also provide a copy to a physical address if we have one on file. You will send your notice to Gazillion, 475 Concar, San Mateo, CA 94402, Attn: Legal Department.
If you and Gazillion are unable to resolve a Dispute through informal discussions, either you or Gazillion may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by final binding arbitration. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be performed under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Your arbitration fees and your share of arbitrator compensation shall be governed by these AAA rules. If such costs are determined by the arbitrator to be excessive, Gazillion will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online as allowed by the AAA rules. Except as otherwise provided in this Agreement, you and Gazillion may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
No Class Action. You and Gazillion agree that any arbitration shall be limited to the Dispute between Gazillion and you individually. To the full extent permitted by law no arbitration or other dispute resolution proceeding shall be joined with any other or decided on a class-action basis.
Exceptions to Informal Discussions and Arbitration. You and Gazillion agree that the following Disputes are not subject to the above provisions concerning informal discussions and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or criminal activity; and (3) any claim for injunctive relief.
Venue. Any arbitration will take place in the County of San Francisco, State of California, United States of America. Any Dispute 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 by a court of competent jurisdiction within the County of San Francisco, State of California, United States of America, and you and Gazillion agree to submit to the personal jurisdiction of that court. Construction and performance of this Agreement and the legal relations between the parties hereto shall be under the law of the State of California without regard to its conflict of laws provisions. Each party hereby waives any claim that such venue is improper or inconvenient.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
The provisions of this Agreement, other than Section I (License) shall continue in full force and effect even after this Agreement has been terminated.
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. Your shall have no right to assign this Agreement
Please note that all persons under the age of majority in their jurisdiction are required to have a parent or guardian read and accept this Agreement on their behalf.
This Agreement may not be modified except in writing duly signed by an authorized representative of Gazillion and you.
Gazillion, the Gazillion logo, Super Hero Squad Online logo, The Amazing Society, and The Amazing Society logo are trademarks of Gazillion, Inc. ©2010 Gazillion, Inc. All rights reserved.
MARVEL, Super Hero Squad: TM & ©2011 Marvel Entertainment, LLC and its subsidiaries. Licensed by Marvel Characters B.V. www.marvel.com. All rights reserved.