End User License Agreement

BANDAI NAMCO ENTERTAINMENT AMERICA INC.

END USER LICENSE AGREEMENT

 

Last Updated: 10-01-2023

 

PLEASE READ THIS AGREEMENT CAREFULLY. BY AGREEING TO THIS END USER LICENSE AGREEMENT, YOU WILL BE BOUND BY ALL TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR GAMES. IF THIS DOCUMENT HAS BEEN PRESENTED TO YOU IN A LANGUAGE OTHER THAN ENGLISH, PLEASE NOTE THAT ANY DISAGREEMENT OR INCONSISTENCY BETWEEN THE TERMS OF THE ENGLISH LANGUAGE VERSION AND THE VERSION PRESENTED TO YOU SHALL BE RESOLVED IN FAVOR OF THE ENGLISH LANGUAGE VERSION, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

 

THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION AND A CLASS ACTION WAIVER SET FORTH BELOW, WHICH APPLY TO YOU IF YOU RESIDE IN THE UNITED STATES.

 

If you are a resident of a member state of the European Union, some additional clauses apply to you. See Sections 7, 13(c) and 18 for details.

If you are a resident of Germany, an additional clause applies to you. See Section 6 for details.

If you are a resident of France, some additional clauses apply to you. See Section 13(d) and Section 18 for details.

If you are a resident of Australia, an additional clause applies to you. See Section 13(b) for details.

If you are a resident of North, Central, or South America, excluding the United States, an additional clause applies to you. See Section 16 for details.

If you are a resident of the United States an additional clause applies to you. See Section 17 for details.

 

This End User License Agreement (this “Agreement”) is a contract between you and Bandai Namco Entertainment America Inc. (“BNEA”, “us”, “we” or “our”) and applies to your access to, and use of, the mobile application in which this Agreement appears (or if posted online, the mobile application referenced), including, without limitation, any multi-player, online, or downloadable portions thereof and any related written or electronic documentation, content or services (the “Game”). The Game is licensed, and not sold, and this Agreement confers no title or ownership to the Game or any copy thereof. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with BNEA for other products or services. Any changes, additions, or deletions by you are not acceptable, and are hereby expressly rejected by BNEA.

 

WARNING:

• Precautions to be taken in all cases when using a video game: avoid playing if you are tired or lack sleep; make sure you play in a well-lit room by moderating the brightness of your screen; when using a video game that may be connected to a monitor, play away from the TV screen and as far away as the connection cord allows and during use, take breaks of ten to fifteen minutes every hour.
• Epilepsy warning: a small percentage of the population may experience episodes associated with epilepsy, such as seizures or sudden loss of awareness, when exposed to certain visual images that may appear in video games. If you or anyone in your family has suffered from such epileptic episodes, please consult your physician before you install, access, play, or otherwise use the Game. Please immediately stop playing the Game and consult your physician if you experience any of the following symptoms: dizziness, disorientation, loss of consciousness or awareness, convulsions, sporadic jerking movements of arms or legs, muscle stiffness, or eye twitching.

 

1. ADDITIONAL GAME TERMS. Additional terms (including, but not limited to account setup, billing, and promotion or community rules) may apply to functionalities and features that are part of the Game. Unless otherwise indicated, any additional applicable terms are incorporated by reference into this Agreement. In the event of a conflict between this Agreement and any additional terms, the additional terms shall govern.

 

2. ELIGIBILITY. In order to use the Game, you must comply with the following. Continued use of the Game in violation of the following or any other terms and conditions set forth in this Agreement will be an infringement of our copyrights and other rights in and to the Game:

• You have reached the age of majority in your jurisdiction. If you are under the age of majority in your jurisdiction, your parent or legal guardian must read and agree to be bound by this Agreement and any applicable additional terms on your behalf before you use the Game. If you are a parent or legal guardian consenting to these terms on behalf of a minor, you are responsible for the minor’s account and for ensuring the minor understands the provisions set forth herein;
• You access and use the Game only on local machines, running validly licensed copies of operating systems on which the Game was designed to operate (the “Hardware”);
• You have accepted and are in compliance with all terms and conditions applicable to the Hardware, including any terms of such platform regarding the checkout process; and
• You refrain from using, accessing, downloading, or otherwise exporting, or transferring the Game in violation of applicable export control, economic sanctions, and import laws and regulations, including, but not limited to, the U.S. Export Administration Regulations, Specially Designated Nationals and Blocked Persons List, and related regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control. You represent and warrant that you are not subject to any such prohibitions.

 

3. LIMITED USE LICENSE.

• Subject to the terms of this Agreement and your compliance with these terms, we grant you a personal, non-exclusive, non-transferable, limited license to use the Game for noncommercial use, for the term of this Agreement in your country of residence, on Hardware that you own or exclusively control and solely as permitted by the applicable platform usage rules or terms of use (if any). Any updates, supplements or replacements to the original Game are governed by this Agreement unless separate license terms accompany such update.
• The preceding states the entirety of your rights with respect to the Game, and we reserve all rights in and to the Game not expressly granted to you in this Agreement. The rights granted in this Agreement are specifically conditioned upon the following and your full compliance with all other terms and conditions set forth in this Agreement.  You will not do, or authorize or permit any third party to do, any of the following: (a) distribute, copy, license, rent, or sell the Game (except as expressly permitted by this license or the applicable platform usage rules); (b) reverse engineer, decompile, disassemble, or attempt to discover the source code for the Game; (c) modify, alter, or create any derivative works of the Game; (d) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Game; or (e) otherwise use the Game in violation of this Agreement.

 

4. OWNERSHIP. The Game and all content (other than User Content, as defined below) and other materials in the Game or available through the Game, including, without limitation, the BNEA logo, and all designs, text, graphics, pictures, information, data, software, sound files, Game Currency, Virtual Items, other files and the selection and arrangement thereof are the property of BNEA or its licensors and are protected by copyright and other intellectual property laws and treaties. Notwithstanding any provision to the contrary herein, you have no right or title in or to any content that appears in the Game, including without limitation any Game Currency and Virtual Items.

 

5. TERM

• Subject to your satisfaction of the Eligibility Section above, this Agreement will remain in full force and effect until terminated. Either party may terminate this Agreement with or without cause upon at least one-month prior notice. You may terminate this Agreement by deleting or destroying all copies of the Game in your possession, custody, or control.
• Without limiting any other rights of BNEA, BNEA may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement.
• Upon termination of this Agreement: (i) your license to the Game shall cease immediately; and (ii) you will not be entitled to a refund of any fees, including any unused fees, if any, except for Purchased Game Currency refunded as required by applicable law.

 

6. AMENDMENTS. BNEA reserves the right to change or modify this Agreement at any time and for any reason. If BNEA makes changes to this Agreement, we will provide six (6) weeks prior notice of such changes, such as by providing notice through the Game. During this notice period, you will be entitled to terminate this Agreement if you do not agree with the changes.

 

If you are a resident of Germany, instead of the above terms in this Section, the following provision will apply to you:

 

BNEA reserves the right to change or modify this Agreement at any time for the future, with the exception of the provisions determining the parties' primary contractual obligations hereunder, if and to the extent such changes are necessary due to the implementation statutory requirements, changes in supreme court rulings, and the elimination of interpretation doubts due to regulatory loopholes or ambiguities. The parties' primary contractual obligations will not be changed in the manner described in this Section. If the contractual balance between you and us is significantly disturbed by the amendment and if the amendment becomes unreasonable for you, as a result, the amendment shall not be made. BNEA will inform you of any proposed modification of this Agreement, provide you with the proposed new version of this Agreement and notify you of the date when the new Agreement will be implemented. Any change is subject to a prior written (e-mail sufficient) notice of six weeks. If you do not expressly refuse the respective modification within six weeks from the date on which the new Agreement is implemented, you are deemed to have approved the modification of this Agreement. In the aforementioned notice of the proposed modification, BNEA will inform you expressly and specifically about the right to object within the six week period and the consequences of not expressly refusing the proposed modification.

 

7. GAME UPDATES.  BNEA reserves the right to update or discontinue, temporarily or permanently, the Game or any features or portions thereof with prior reasonable notice and, in case of emergency or if absolutely necessary, without prior notice. All updates provided by BNEA will be deemed necessary and you may not be able to access certain features or portions of the Game if you do not download such updates. In no event shall BNEA be liable for any defect or lack of conformity of the Game if you do not install such updates and if the defect or lack of conformity is the result of the non-installation by you of such updates.

 

If you are a resident of a member state of the European Union, instead of the above terms in this Section, the following provision will apply to you:

 

We may from time to time update the Game. Subject to the terms of this Agreement, you will be informed of the update(s) upon reasonable notice. If the update is necessary to maintain the conformity of the Game, you will be informed of the consequences of their non-installation by you within a specific period of time, if any. You acknowledge that in no event shall BNEA be liable for any defect or lack of conformity of the Game if you do not install the update(s) within such specific period of time and if the defect or lack of conformity is the result of the non-installation by you of the update(s). If the update is not necessary to maintain the conformity of the Game you will be informed of your right to refuse the update or to uninstall it, if the update has a negative impact on your access to or use of the Game. In such case, the Agreement may be terminated at no cost for you, within a maximum period of thirty days, unless the update has only a minor impact on you.

 

8. IN-GAME CURRENCY AND VIRTUAL ITEMS.

• BNEA may offer you the ability to: (a) purchase a limited license to use in-game currency (“Purchased Game Currency”); (b) earn a limited license to use in-game currency by performing specified tasks in the Game (together with the Purchased Game Currency, “Game Currency”); and/or (c) earn a limited license, and/or purchase a limited license with Game Currency, to virtual goods and services made available by BNEA in the Game (“Virtual Items”). If BNEA offers the ability to purchase or earn such licenses, BNEA hereby grants you a non-exclusive, non-transferable, revocable, limited right and license to use such Game Currency or Virtual Items, as applicable, for your personal, non-commercial use exclusively in the Game, subject to the terms of this Agreement and your compliance therewith. All Purchased Game Currency and Virtual Items will be made available immediately upon purchase by you with money, anything of monetary value, or any monetary equivalent.
• Game Currency may only be redeemed for Virtual Items for use in the Game and neither Game Currency nor Virtual Items are redeemable for money, any thing of monetary value, or for any monetary equivalent from BNEA or any other person or entity, except as otherwise required by applicable law. Game Currency and Virtual Items do not have an equivalent value in real currency and do not act as a substitute for real currency. You acknowledge and agree that BNEA may engage in actions that may impact the in-game attributes or perceived value of Game Currency and/or Virtual Items at any time, with or without notice, except as prohibited by applicable law. BNEA, in its sole discretion, may impose limits on the amount of Game Currency that may be purchased, earned, or redeemed.
• All purchases of Purchased Game Currency are final and are not refundable, transferable, or exchangeable under any circumstances, except as otherwise required by applicable law. Except for the purchase price of Purchased Game Currency and certain Virtual Items, BNEA does not charge any fees for the access, use, or non-use of Game Currency or Virtual Items.
• You may not transfer, sell, gift, exchange, trade, lease, sublicense, or rent Game Currency or Virtual Items except in the Game and as expressly permitted by BNEA. You are only allowed to purchase Purchased Game Currency or Virtual Items from BNEA or our authorized partners through the Game and not in any other way. Except as otherwise agreed herein, BNEA reserves and retains all rights, title, and interest in and to the Game Currency and Virtual Items.
• The licenses granted hereunder to Game Currency and Virtual Items will terminate upon termination of this Agreement in accordance with the Term Section, except as otherwise provided herein.

 

9. USER CONTENT AND CONDUCT.

• By posting any communication, information, intellectual property, material, messages, photos, graphics, videos, URLs, and other items or content to the Game (“User Content”), to the extent permitted by applicable local law, you hereby grant BNEA a non-exclusive, royalty-free, fully transferable and sub-licensable worldwide license for the whole duration of the applicable legal protection of intellectual rights to use the User Content as well as all modified and derivative works thereof in connection with the Game and related goods and services including the rights to reproduce, copy, adapt, modify, perform, create derivative works from, display, publish, broadcast, transmit, or otherwise use, distribute, exploit and communicate to the public by any and all means and media whether now known or hereafter devised without any further notice or compensation of any kind to you.
• To the extent permitted by applicable law, you hereby acknowledge that any rights of paternity, publication, reputation, or attribution with respect to BNEA’s and other players’ use and enjoyment of such assets in connection with the Game and related goods and services under applicable law ("Moral Rights") cannot be granted to you, for technical and practical reasons due to the characteristics of the Game in which they will be included. If you reside outside the European Union, you hereby waive any Moral Rights, to the extent permitted by applicable law. The license granted to BNEA survives any termination or revocation of this Agreement.
• BNEA may (for example in response to a claim from a copyright owner) review any User Content that is uploaded, published, stored, or displayed in the Game (“Post” or “Posted”) provided that in the case of User Content shared as a part of any private message within the Game, BNEA will not screen or review such content unless at least one party to the communication grants its consent (e.g. by reporting the message to BNEA as objectionable). BNEA reserves the right to delete any User Content. Although BNEA does not regularly screen, edit, or monitor any of the User Content before or after they are Posted in the Game, BNEA reserves the right to remove, screen, or edit any User Content Posted through the Game whenever if such User Content violates this Agreement and/or any third party right, applicable law, rule, or regulation. You are solely responsible for any User Content that you Post, use or transmit to any users or third parties.
• Unless through the intentional fault or gross negligence of BNEA, BNEA is not responsible or liable for the conduct of any users, whether or not such conduct relates to the access or use of the Game. BNEA cannot guarantee that other users will not use information that you share in the Game. If you have information that you would like to keep confidential and do not want others to use, do not Post it in the Game.

 

10. PROHIBITED ACTIVITIES. BNEA may take necessary measures at any time if you violate the terms of this Section or any other terms and conditions of this Agreement. The possible measures may include (a) temporary or permanent suspension to your account or access to the Game (or components and/or individual features thereof), that may vary depending on the severity of the violation and that may be increased in case of repeated violation, and (b) termination of this Agreement. In case of such a suspension or termination, you will not be able to access to the Game during the applicable period of time and will not be entitled to any compensation in regard to the respective suspended or terminated access to the Game. You agree not to do, attempt to do, or cause another to do any of the following in connection with the Game:

• use the Game for purposes for which it is not designed;
• use the Game in a way that, or Post any User Content that, may infringe the rights of any third party, including but not limited to any patent, trademark, trade secret, copyright or other intellectual, proprietary, publicity or privacy rights of any person or entity;
• use the Game in a way that violates any applicable local, state, national, and foreign laws and regulations;
• Post any User Content that is unlawful, libelous, defamatory, offensive, obscene, pornographic, indecent, vulgar, lewd, sexually explicit, harassing, threatening, embarrassing, causing distress or discomfort, invasive of privacy or publicity rights, abusive, inflammatory, inaccurate, misleading, confidential, or fraudulent; promotes or encourages any illegal or other antisocial activity, including hacking; promotes racism, bigotry, hatred, or physical or other harm of any kind against any group or individual or is otherwise objectionable;
• engage in commercial activities or commercial sales, including transmission of any commercial advertisements or solicitations;
• enter, disclose, collect or disseminate any personal information about anyone (including you);
• impersonate any person or entity, including any BNEA officials, forum leaders, guides, hosts, employees, or agents, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• impede, disrupt, or otherwise adversely affect the Game or the normal flow of Game play or dialogue or use vulgar language, abusiveness, excessive shouting (e.g., ALL CAPS), “spamming,” or any other disruptive or detrimental methods that negatively affect other users of the Game and/or the overall Game experience;
• use or exploit any bugs, errors, or design flaws to obtain unauthorized access to the Game, to gain an unfair advantage over other players, or to cheat or utilize unauthorized exploits in connection with the Game, including but not limited to accessing portions of the Game that you are not authorized to access and creating, developing, distributing, or using any bots, emulators, or other unauthorized third party tools;
• do anything that interferes with the ability of other users to enjoy playing the Game in accordance with its rules or that materially increases the expense or difficulty of BNEA or the platform provider in maintaining the Game for the enjoyment of all its users;
• intentionally or repeatedly disconnect from the network during online play, allow yourself to be defeated by a given player repeatedly to help boost their rankings or win counts, or engage in any activity, intentional or not, that may cause or be perceived as manipulation of rankings in the Game;
• circumvent, or attempt to circumvent, any security measures in the Game;
• attempt to obscure or mask your region when accessing any online features of the Game;
• transmit viruses, adware, spyware, worms or other malicious code in or through the Game;
• trade, sell, auction, or otherwise transfer or attempt to transfer any Virtual Items or Game Currency outside the Game;
• engage in any act that BNEA deems to make improper use of BNEA's support services; or
• otherwise violates the terms of this Agreement, other policies communicated by BNEA, or creates liability for BNEA.

 

11. COPYRIGHT POLICY. If you are a copyright owner or an agent of a copyright owner and believe that anything in the Game infringes upon any copyright that you own or control, you may submit a notification of such infringement with our designated Copyright Agent as set forth below. BNEA has adopted a policy of terminating, in appropriate circumstances and at BNEA’s sole discretion, users who are repeat infringers of the intellectual property rights of third parties. Provided however that, BNEA also may limit or terminate access to the Game of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

 

Bandai Namco Entertainment America Inc.

Attn: Copyright Agent

23 Odyssey

Irvine, CA 92618, USA

copyright@bandainamcoent.com

 

If the content infringes rights protected by U.S. copyright laws, please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you materially misrepresent that any material in the Game is infringing, you may be liable to BNEA for certain costs and damages.

 

12. THIRD PARTY CONTENT. Content from any users, advertisers, and other third parties may be made available to you through the Game. Because we do not control third party content, unless due to intentional fault or gross negligence of BNEA, we are not responsible for any third party content, make no guarantees about the accuracy or quality of the information in third party content; and assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful third party content. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by BNEA, except where expressly stated by BNEA.

 

13. DISCLAIMER.

1. YOU ACKNOWLEDGE AND AGREE THAT BNEA AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE GAME OR ANY INCOMPATIBILITY AMONG THE GAME, OTHER SERVICES, AND HARDWARE. THE GAME AND ALL OTHER SERVICES ARE PROVIDED “AS IS.” EXCEPT AS MIGHT BE DESCRIBED HEREIN, BNEA AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED AND ARISING BY LAW OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

 

Some jurisdictions do not allow the disclaimer of implied terms nor the exclusion or limitation of warranties or guarantees in contracts with consumers, so some or all of the disclaimers in this Section may not apply to you, and in such event, the applicable law (statutory or otherwise) of such jurisdiction will control.

 

2. If you are a resident of Australia, in addition to the above terms in this Section, the following wording will apply to you:

 

This Section does not intend to limit or reduce any mandatory or statutory consumers’ rights or remedies that apply under the laws of your local jurisdiction. To the extent permitted by law, the conditions and warranties implied by the Schedule 2 of the Competition and Consumer Act 2010 (Cth) (the Australian Consumer Law) are entirely excluded from this Agreement, and to the extent that they may not be excluded, you acknowledge that the liability of BNEA is limited to, and acknowledge that, it is fair and reasonable so to limit BNEA’s liability to:

(i)        the supplying of the Game again; or

(ii)       the payment of the cost of having the Game supplied again.

 

3. If you are a resident of a member state of the European Union, the following wording will apply to you:

 

Your statutory warranties apply as per applicable local law. Your local laws may also provide you with a legal guarantee that the Game will be in legal conformity at the time of supply and during the life of this Agreement with you. Under this legal guarantee, we will be liable for lack of conformity of the Game and you may have a right under your local laws to: (i) have the Game brought back into conformity; or (ii) a proportionate refund and/or termination of this Agreement.

 

4. If you are a resident of France, in addition to Section c) above the following wording will apply to you:

 

According to the French Consumer Code, you are entitled to the implementation of the legal guarantee of conformity and the legal guarantee of hidden defects, please refer to the applicable terms of sales to your purchase.

 

14. INTERNET. BNEA IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING, OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE GAME IN AN ACCURATE OR TIMELY MANNER. Further, BNEA cannot and does not promise or ensure that you will be able to access the online, multi-player, or downloadable portions of the Game whenever you want, and there may be extended periods of time when you cannot access such portions of the Game. BNEA does not ensure continuous, error-free, secure, or virus-free operation of any online, multi-player, or downloadable portions of the Game or continued operation or availability of any given server.

 

15. LIMITATION OF LIABILITY.

 

THIS SECTION DOES NOT APPLY TO YOU IF YOU ARE A RESIDENT OF A MEMBER STATE OF THE EUROPEAN UNION.

 

EXCEPT FOR (a) DEATH OR PERSONAL INJURY CAUSED BY BNEA’S NEGLIGENCE, (b) FRAUD OR FRAUDULENT MISREPRESENTATION BY BNEA, (c) INTENTIONAL ACTS OR GROSS NEGLIGENCE OF BNEA, (d) LOSS OR DESTRUCTION OF TANGIBLE PERSONAL PROPERTY CAUSED BY THE USE OF THE GAME, AND (e) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW, IN NO EVENT SHALL BNEA OR ITS SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, AND OTHER PARTNERS AND SUPPLIERS (INDIVIDUALLY AND COLLECTIVELY, THE “BNEA PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE GAME OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE GAME OR THE FAILURE TO PROVIDE SUPPORT SERVICES. IN THE EVENT OF SLIGHT OR ORDINARY NEGLIGENCE, OR BREACH OF BNEA’S ESSENTIAL OBLIGATIONS UNDER THIS AGREEMENT, THE BNEA PARTIES’ LIABILITY SHALL BE LIMITED TO DIRECT AND FORESEEABLE DAMAGES SUFFERED BY YOU. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE BNEA PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, STRICT LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE GAME OR TO THESE TERMS EXCEED THE GREATER OF: (i) ONE HUNDRED DOLLARS ($100); OR (ii) THE AMOUNT PAID BY YOU TO BNEA FOR  THE GAME　(INCLUDING ANY GAME CURRENCY OR CONTENT) IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID ANYTHING TO BNEA DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND BNEA’S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH BNEA IS TO STOP USING THE GAME. THIS SECTION DOES NOT LIMIT ANY MANDATORY OR STATUTORY GUARANTEES THAT CANNOT BE LIMITED BY CONTRACT UNDER THE LAWS OF YOUR LOCAL JURISDICTION.

 

16. DISPUTE RESOLUTION.

 

THIS SECTION APPLIES TO YOU ONLY IF YOU RESIDE IN NORTH, CENTRAL, AND SOUTH AMERICA, OTHER THAN THE UNITED STATES.

 

If you are a resident of any nation of the Americas, other than the United States of America, either you or BNEA may refer any dispute relating to or arising from this Agreement or the Game to alternative dispute resolution (such as conciliation or arbitration) with the prior written consent of the other party. Notwithstanding the foregoing, the terms of this Agreement will not prevent you from bringing any dispute or claim that may be subject to this Section: (a) to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from BNEA on your behalf; (b) bringing against BNEA, in any court of competent jurisdiction, any claim that is not arbitrable or for which arbitration is prohibited or restricted by applicable law; or (c) from bringing any claim before a small claims court, subject to the jurisdictional limitations and requirements of such small claims court. To the fullest extent permitted by applicable law, if you are subject to this Section and are eligible to bring legal proceedings in the United States, then you agree to be bound by the below Section applicable to residents of the United States.

 

17. DISPUTE RESOLUTION.

 

THIS SECTION APPLIES TO YOU ONLY IF YOU RESIDE IN THE UNITED STATES.

 

If you are a resident of the United States of America, by accepting the terms of this Agreement, you and BNEA: (i) agree to resolve certain disputes with each other through mandatory binding arbitration, as set forth in Section 17(a), and each subpart thereof (collectively, the “Arbitration Agreement”); and (ii) expressly waive the right to a trial by jury (to the extent permitted by applicable law) or to participate in any class action brought against the other party, pursuant to Section 17(b) (the “Class Action Waiver”); unless (iii) you exercise your right to opt out of the Arbitration Agreement and/or the Class Action Waiver, as set forth in Section 17(c).

1. MANDATORY, BINDING ARBITRATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND BNEA: (1) WILL RESOLVE ALL DISPUTES AND CLAIMS BETWEEN YOU AND BNEA THAT MAY ARISE OUT OF OR RELATE TO ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND BNEA, ANY TERM OR PROVISION OF THIS AGREEMENT, OR YOUR ACCESS TO OR USE OF THE GAME (EXCEPT IN EACH CASE AS EXPRESSLY SET FORTH IN THE EXCLUDED CLAIMS SECTION) (EACH, A “CLAIM”) THROUGH BINDING ARBITRATION, PURSUANT TO THE FEDERAL ARBITRATION ACT; (2) EXPRESSLY AND IRREVOCABLY WAIVE ANY RIGHT TO PURSUE ANY CLAIMS IN COURT OR TO HAVE ANY CLAIMS HEARD OR TRIED BEFORE A JUDGE OR JURY; (3) SHALL NOT BRING OR PARTICIPATE IN A CLASS, REPRESENTATIVE, OR COORDINATED ARBITRATION AGAINST THE OTHER PARTY, EVEN IF OTHERWISE PERMITTED BY THE FEDERAL ARBITRATION ACT; AND (4) SHALL NOT SEEK TO CONSOLIDATE OR COMBINE ANY ARBITRATION OF ANY CLAIM WITH ANY ACTION OR ARBITRATION BROUGHT BY OR AGAINST ANY THIRD PARTY, WITHOUT THE EXPRESS WRITTEN CONSENT OF EACH SUCH THIRD PARTY AND BOTH PARTIES TO THIS AGREEMENT. UNLESS YOU SUBMIT A PROPER OPT OUT NOTICE, YOU AND BNEA WILL ONLY RESOLVE CLAIMS AGAINST EACH OTHER THROUGH THE MANDATORY, BINDING ARBITRATION PROCESS SET FORTH HEREIN.
   1. Pre-Arbitration Informal Dispute Resolution. Prior to initiating arbitration of any Claim subject to this Arbitration Agreement, you and BNEA will make reasonable, good faith efforts to informally resolve any Claim between you and BNEA. The party seeking to raise such Claim shall send to the other party a written notice describing the nature and basis of such Claim and identifying the relief sought. All such written notices to BNEA must be sent via first class mail to: Bandai Namco Entertainment America Inc., Attn: Legal, 23 Odyssey, Irvine, California 92618, USA. All such written notices to you will be sent to the contact information you have provided to BNEA. If you and BNEA do not agree to resolve such Claim within 30 days after such written notice is received, the party seeking to raise such Claim may initiate an arbitration action against the other, as permitted by the Arbitration Agreement, above.
   2. Arbitration Procedure. Arbitration is a legally-binding process, through which a party may seek legal remedies from or against another party, similar to a legal action brought before a court, but that generally imposes fewer strict procedural formalities, is held before a third party, neutral arbitrator (instead of before a judge or jury), provides for more limited discovery and potentially reduced legal fees for each party, and is subject to limited review by courts. The procedure for arbitration of any Claim under this Arbitration Agreement will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes, both of which are available at: http://www.adr.org, each as supplemented by the terms of this Agreement. Any such arbitration will be conducted in English, and permit the electronic submission of documents and allow participation by phone or by teleconference, or in person, at a mutually agreed location. For any arbitration you initiate, you will pay the consumer filing fee, and BNEA will pay the remaining AAA fees and costs. For any arbitration initiated by BNEA, BNEA will pay all AAA fees and costs.
   3. Confidentiality. If you or BNEA submits a dispute to arbitration and the arbitrator orders any exchange of information, you and BNEA agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and BNEA agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
   4. Excluded Claims. Notwithstanding the foregoing, the terms of this Arbitration Agreement will not prevent you or BNEA from bringing any Claim: (A) to the attention of any federal, state, or local government agencies with the governmental authority and competent jurisdiction to seek relief on your or BNEA’s behalf, from the other party; or (B) before a small claims court, subject to the jurisdictional limitations and requirements of such small claims court.
2. CLASS ACTION WAIVER. CLAIMS AND OTHER DISPUTES BETWEEN YOU AND BNEA ARE PERSONAL TO THE PARTIES AND SHALL ONLY BE CONDUCTED AS AN INDIVIDUAL ARBITRATION (OR AN INDIVIDUAL COURT PROCEEDING, WITH RESPECT TO DISPUTES EXCLUDED FROM THE ARBITRATION AGREEMENT). UNLESS YOU SUBMIT A PROPER OPT OUT NOTICE, YOU AND BNEA MAY ONLY BRING CLAIMS AND OTHER ACTIONS AGAINST THE OTHER IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
3. OPT OUT PROCEDURE. You have the right to opt out of the Arbitration Agreement and Class Action Waiver and not have them apply to your relationship with BNEA, by sending a written notice to BNEA, in strict compliance with the requirements set forth below (the “Opt Out Notice”). Your failure to comply with any of the requirements set forth below means that you and BNEA are still bound by the Arbitration Agreement and Class Action Waiver set forth herein.
   1. Form & Address. Your Opt Out Notice must be sent via email to legal@bnea.com or via mail to the following address: Bandai Namco Entertainment America Inc., ATTN: Legal, 23 Odyssey, Irvine, California 92618, USA. If your Opt Out Notice is sent by mail, it must be sent using either: (A) first class mail, postage prepaid, certified and return receipt requested; or (B) overnight courier service (such as Federal Express).
   2. Time Limitations. Unless a longer period is required by applicable law, your Opt Out Notice must be postmarked (if sent by first class mail) or deposited (if sent by overnight courier service) within: (A) 30 days of your purchase of your copy of the Game; or (B) if no purchase was made, then within 30 days of the date on which you first accessed or used your copy of the Game.
   3. Required Information. Your Opt Out Notice must include: (A) the title of the specific Game to which your Opt Out Notice is intended to apply; (B) your first and last name; (C) your address; (D) your phone number; (E) your email address; (F) if you are a registered user of the Game or any other BNEA product or service, each of your usernames for the Game and such other BNEA products and services; and (G) a statement that you are opting out of the Arbitration Agreement and/or the Class Action Waiver. BNEA may use the foregoing information included in the Opt Out Notice to record, process, maintain, and administer your opting out of the Arbitration Agreement and/or Class Action Waiver, as applicable, but not for marketing purposes.
4. Severability of Arbitration Agreement and Class Action Waiver. If any portion of this Section is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction subject to the Governing Law and Venue Sections below and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.

 

18. DISPUTE RESOLUTION.

 

THIS SECTION APPLIES TO YOU ONLY IF YOU RESIDE IN A MEMBER STATE OF THE EUROPEAN UNION.

 

In case of any difficulty in the interpretation or performance of the Agreement, you may first, before any legal action, seek an amicable settlement contacting BNEA customer support: https://www.bandainamcoent.com/support. In case of failure to resolve the dispute, either party may bring the matter before the competent jurisdiction. In accordance with Article 14 of Regulation (EU) No. 524/2013, the European Commission has set up an Online Dispute Resolution Platform to facilitate the independent out-of-court settlement of online disputes between consumers and professionals in the European Union. This platform is accessible at the following link: https://webgate.ec.europa.eu/odr/. If the parties fail to reach an amicable solution, the dispute shall be referred to the competent jurisdiction.

 

19. GOVERNING LAW. To the extent required by applicable law, all terms and provisions of this Agreement shall be governed and construed in accordance with all applicable mandatory laws, even if inconsistent with the governing law set forth in this Section and in no event shall the application, interpretation, or enforcement of the terms of this Agreement, under any jurisdictional law contemplated by this Section exclude, limit, or otherwise restrict any rights vested with you, as a consumer, under any applicable consumer protection laws. Please note that your conduct may also be subject to other local, state, national, and international laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to any dispute or transaction arising out of this Agreement.

1. If you reside in the European Union or Australia:

This Agreement shall be governed by and is construed in accordance with the laws of your country of residence, without regard to its conflicts-of-law rules, govern the application, interpretation, or enforcement of the terms of this Agreement and your use of the Game.

2. If you reside in any other location:

The laws of the United States and the State of California, without regard to its conflicts-of-law rules, govern the application, interpretation, or enforcement of the terms of this Agreement and your use of the Game.

 

20. VENUE.

1. If you reside in the European Union or Australia:

Any dispute between the parties arising from or relating to this Agreement shall be decided by the competent courts in your country of residence.

2. If you reside in any other location:

All claims and disputes arising out of or relating to this Agreement and/or your use of the Game that are not subject to the Arbitration Agreement shall be subject to the exclusive jurisdiction of the federal or state courts located in Los Angeles County, California. You and BNEA expressly consent to the exercise of personal jurisdiction of such courts and waive any objection to venue.

 

21. THIRD-PARTY BENEFICIARIES. Except as otherwise set forth herein, any person or entity who is not a party to this Agreement shall have no rights under any law to enforce any terms of this Agreement, regardless of whether such person or entity has been identified by name. Nothing in this Section shall affect the rights of any permitted assignee or transferee of this Agreement.

 

22. MISCELLANEOUS. This Agreement contains the entire agreement between you and BNEA regarding the use of the Game. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect for the remainder of the term, or as otherwise set forth in the Survival Section set forth below, except if such provision deprives the Agreement from its essential obligations. BNEA may assign or delegate this Agreement or any of its rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of BNEA, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns. The failure of BNEA to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

 

23. THIRD PARTY ANTI-CHEAT AND ANTI-TAMPER SOFTWARE. This Game may contain anti-tamper or anti-cheat software or features or you may be prompted to install anti-tamper or anti-cheat software or features during your installation of the Game.  If you do not agree with the installation of such software or features, or if you remove or disable such software or features at any time, your license to the Game terminates immediately and you may not make use of the Game. By agreeing to this Agreement or otherwise making use of the Game, you agree that (a) certain files related to anti-tamper technology may remain even after the Game is uninstalled from your device and (b) anti-cheat software or features may collect, store, share and publish details about your account, gameplay, and potentially unauthorized cheating methods used in the Game for the purpose of detecting and preventing cheating in the Game.

 

24. SURVIVAL. Sections 1-2, 3(b), 4, 7, 9-10, 12-25 shall survive termination of this Agreement.

 

25. ADDITIONAL PLATFORM TERMS.

1. Checkout Terms. Where you download any application from a third party digital distribution platform such as Apple App Store or Google Play, the terms of such platform regarding the checkout process apply in addition to this Agreement and, to the extent they govern the technical process of completing purchases and downloads, prevail in the event of any conflict.
2. For Apple Users. With respect to the Game installed and used on your iOS Devices, you acknowledge and agree that Apple, Inc. and its subsidiaries ("Apple") are third-party beneficiaries of this Agreement and further that: (i) upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party; (ii) this Agreement is conducted between you and BNEA only, and not Apple; (iii) BNEA, and not Apple, is solely responsible for the Game and the content thereof; (iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Game; (v) in the event of any failure of the Game to conform to any applicable warranty, if any, you may notify Apple, who will refund to you the purchase price for the Game paid by you, provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the Game; and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Game to conform to any applicable warranty are BNEA’s sole responsibility, subject to the terms of this Agreement; (vi) in the event of any third party claim that the Game or your possession and use of that Game infringes that third party's intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim; and (vii) Apple will not be responsible for addressing any of your claims or any third party claims relating to the Game or your possession and/or use of the Game, including, but not limited to: (1) product liability claims; (2) any claim that the Game fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

 

To contact BNEA, please contact BNEA’s customer support line at https://www.bandainamcoent.com/support or by writing to BNEA at: Bandai Namco Entertainment America Inc., 23 Odyssey, Irvine, California 92618, USA.