TERMS OF SERVICE
IMPORTANT: THE FOLLOWING TERMS OF SERVICE (“AGREEMENT”), AND ANY ADDITIONAL TERMS REFERENCED HEREIN, GOVERN YOUR ACCESS TO AND USE OF THE ONLINE SERVICES (AS DEFINED BELOW) AND FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BANDAI NAMCO ENTERTAINMENT AMERICA INC. (“BNEA”). THIS AGREEMENT MAY REQUIRE YOU AND BNEA TO RESOLVE CERTAIN DISPUTES THROUGH MANDATORY, BINDING ARBITRATION AND TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION RELATING TO SUCH DISPUTES AS FURTHER SET FORTH BELOW. WHILE THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS WILL ONLY APPLY TO RESIDENTS OF CERTAIN TERRITORIES, BNEA STRONGLY ADVISES YOU TO READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING THE ONLINE SERVICES.
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.
- DEFINITIONS, SCOPE OF SERVICES, ACCEPTANCE, & UPDATES TO THIS AGREEMENT.
- Definitions. Throughout this Agreement, certain capitalized words and phrases have been given specific definitions, which can be identified wherever those words or phrases first appear in quotes. For example, for the purposes of this Agreement, “You” refers to any individual natural person that has lawfully accessed and used the Online Services.
- Scope of Online Services. This Agreement sets out the terms and conditions under which You may access and/or utilize any BNEA-operated website where this Agreement is displayed (expressly excluding the Bandai Namco Store), including any Community Events and BNEA-operated forum or other service provided through such website(s) (collectively, the “Online Services”). BNEA reserves the right to refuse to offer the Online Services to any individual, to the fullest extent permitted by applicable law.
- Effective Date & Updates to this Agreement. On or after the Effective Date first set forth above (the “Effective Date”), if You access the Online Services, You and BNEA are legally bound by the terms of this Agreement until either: (a) this Agreement is terminated by You or by BNEA, as permitted herein; or (b) this Agreement is superseded by an updated terms of service applicable to the Online Services as set forth herein. BNEA reserves the right, at its discretion, to change, modify, add, or remove portions of this Agreement or any element of the Online Services at any time. Any revisions to this Agreement affecting existing Online Services shall be effective thirty (30) days after being posted, and Your continued use of the Online Services shall constitute Your acceptance of such revisions. Please do not use the Online Services if You do not agree with such revisions. You hereby agree to periodically visit and check this Agreement for any changes, updates, or additions to this Agreement.
- ELIGIBILITY. You must comply with the following to use the Online Services. Your continued use of the Online Services in violation of the following or any other terms and conditions set forth in this Agreement will be an infringement of BNEA and/or its licensors’ copyrights and other rights in and to the Online Services.
- You have reached the age of majority in Your jurisdiction. If You are under the age of majority in Your jurisdiction, Your legal representative (e.g., a parent or a person who has legal parental authority over You) must agree on Your behalf to comply, and take full responsibility for Your compliance with this Agreement prior to Your use of the Online Services. Parents or legal guardians consenting to this Agreement or additional terms on behalf of a minor are responsible for the minor’s account and for ensuring the minor understands the provisions set forth herein.
- You agree to comply with all of the terms in this Agreement, and any additional terms as may be applicable to the Online Services, Your acceptance of which is evidenced by Your access to and use of the Online Services.
- You agree not to access or otherwise use the Online Services in any way except on a device owned or controlled exclusively by You, running a validly-licensed copy of the operating system with which the Online Services are designed to operate.
- You shall fully comply with all security measures necessary for You to make full use of the Online Services, which may require registration of an Online Services account and access to the Internet, and/or the acceptance of certain security/digital rights management features. Your failure or inability to fully comply with such security measures may impair or prevent You from accessing or making use of the Online Services.
- You shall refrain from using, accessing, downloading, or otherwise exporting, or transferring the Online Services 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.
- INTELLECTUAL PROPERTY RIGHTS.
- Intellectual Property Rights in the Online Services. The Online Services are licensed for use only under this Agreement, unless superseded, as described in Section 1, or by a separate written license agreement, executed by an authorized representative of BNEA, in which case the terms of that separate BNEA license agreement will control over this Agreement. Except for the rights granted under the License (as defined below), all intellectual property rights in and to the Online Services and all title and interest therein, are owned exclusively by BNEA and/or its licensors and are protected by domestic and foreign copyright laws and international treaties. Except as required by applicable law, the License granted to You by BNEA does not convey to You, nor authorize You to earn or acquire any interest, monetary or otherwise, in any Online Service(s) or any element or feature therein. As between You and BNEA, BNEA reserves all rights in and to the Online Services that are not expressly granted to You through this Agreement.
- Limited Use License. Subject to Your strict compliance with this Agreement, BNEA grants You a non-exclusive, non-transferable, revocable, limited right and license to access and use the Online Services, solely for Your own personal and non-commercial use (the “License”). Any commercial use of the Online Services by You is strictly prohibited. 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 Online Services (except as expressly permitted herein); (b) reverse engineer, decompile, disassemble, or attempt to discover the source code for the Online Services; (c) modify, alter, or create any derivative works of the Online Services; (d) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Online Services; or (e) otherwise use the Online Services in violation of this Agreement. You are also responsible for paying all fees, taxes, and other costs You may incur to access and use the Online Services, including costs for obtaining or maintaining Your Internet service, and any other third party products or Third Party Services (as defined below) required to access any of the Online Services. Neither this Agreement, nor Your access to or use of the Online Services, entitles You to such Internet service, such other third party products or Third Party Services, or similar or ancillary products or services. You hereby expressly acknowledge that You do not have and will not acquire any interest, monetary or otherwise, in any Online Service, including UGC (as defined below).
- CODE OF CONDUCT, ONLINE COMMUNICATIONS, USER GENERATED CONTENT & COMMUNITY EVENTS.
- Code of Conduct. You are solely responsible for Your behavior when accessing or using the Online Services, in any way. Any violation of the Code of Conduct set forth herein may result in suspension or termination of Your Online Services account and/or Your access to the Online Services, and any other action BNEA deems necessary to enforce this Code of Conduct. The License granted to You is strictly conditioned upon Your strict compliance with the terms of this Agreement. While accessing and using the Online Services, You are prohibited from doing any of the following:
- Harassing, threatening, stalking, coercing, embarrassing, or doing anything else to another user of the Online Services or BNEA representative that is unwanted, including by making personal attacks or statements about race, ethnicity, heritage, sexual orientation, religion, or disability, or using offensive or defamatory usernames or personas.
- Impersonating any person or entity, including celebrities, government officials, BNEA officials, forum leaders, guides, hosts, employees, or agents, or otherwise misrepresenting Your affiliation with any person or entity.
- Accessing the Online Services using any technology intended to mask or conceal Your IP address, including any proxies, virtual private networks, or remote access services.
- Transmitting or facilitating distribution of “hate speech” or any other content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or objectionable, as determined by BNEA, in its sole discretion.
- Promoting or encouraging any illegal activity, including hacking, cracking, or distribution of counterfeit software.
- Uploading files that contain a virus, worm, spyware, time bombs, corrupted data, or other computer programs that may damage, interfere with or disrupt the Online Services.
- Disclosing Your own or other users’ personal information to third parties or attempting to get a password, Online Services account information, or other private information from any other user of the Online Services.
- Impeding or disrupting the Online Services by using vulgar or abusive language, excessive shouting (e.g., ALL CAPS), “spamming,” or any other disruptive or detrimental methods to disturb other users of the Online Services.
- Violating any applicable laws or regulations including, but not limited to, by posting, transmitting, promoting, or distributing content without all necessary permissions.
- Doing anything that interferes with the ability of other users to enjoy an Online Service or that materially increases the expense or difficulty of BNEA to maintain an Online Service for the enjoyment of all users.
- Allowing any third parties to access the Online Services through any Online Services account created by You.
- Violating any other terms or policies communicated by BNEA, from time to time.
- Posting messages for any purpose other than personal communication, including advertising or promotional messaging, chain letters, pyramid schemes, or other commercial activities.
- Improperly using support or complaint buttons or making false reports to BNEA customer support.
- Modifying any part of the Online Services without BNEA’s express written authorization to do so.
- Attempting to interfere with, hack into, decrypt, or decipher any transmissions to or from any server supporting the Online Services.
- Attempting to sell, buy, trade or otherwise transfer Your Online Services account or any personal access to the Online Services, or any portion thereof, including through the use of third party “auction” websites.
- Reporting Code of Conduct Violations. If You encounter another user who is violating any provision of the Code of Conduct, through a specific Online Service, please report this activity to BNEA using the “Help” or “Report Abuse” functions available through such Online Service.
- Online Communications. Certain Online Services may enable You to communicate with other users of such Online Services. You acknowledge and agree that such communications shall be subject to this Agreement, and that BNEA does not pre-screen the content of any user’s postings or communications, including UGC, before such content is shown to You through the Online Services. You expressly disclaim any expectation of privacy with respect to any online communications or UGC that You may create or contribute through the Online Services, including through any forum posting or online chats. BNEA reserves the right to review all such online communications or UGC whenever BNEA reasonably suspects a violation of any provision of this Agreement may have occurred. BNEA may, but is not obligated to, store all such online communications or UGC for a period of no fewer than ninety (90) days. Without limiting any of its other rights and remedies under this Agreement or applicable law, if BNEA objects to any online communications or UGC, BNEA, in its sole discretion may: (a) modify, block, or remove such online communications or UGC; (b) give warnings to responsible users; and/or (c) restrict, suspend, or terminate access to and use of the Online Services without prior notice. You agree that You are and will be, at all times, personally responsible for Your access to and use of the Online Services, and for all of Your communications and activities in connection with the Online Services, including any UGC, and BNEA shall not assume any liability for any online communications or UGC, including for any failure or delay to remove any such content.
- User Generated Content. The Online Services may enable You to create, upload, publicly distribute, or otherwise take attribution for certain forms of creative content (“UGC”) through such Online Services. BNEA may, without prior notice to You and in its sole discretion, remove UGC that violates any term or provision of this Agreement. With respect to any such UGC created, uploaded, or otherwise attributable to You:
- You hereby grant BNEA and its nominees a perpetual, irrevocable, royalty-free, fully-transferable, and sub-licensable right and license to use such UGC in any way, throughout the world, for any purpose, including copying, adapting, modifying, creating derivative works from, publicly performing, displaying, publishing, broadcasting, transmitting, distributing, and otherwise exploiting such UGC, by any and all means and media, whether now known or hereafter devised, for the entire duration of any intellectual property rights You hold, in whole or in part, in such UGC, without any further notice or compensation of any kind to You (the “UGC License”).
- To the extent permitted by applicable law, You hereby waive any moral rights of attribution, publication, reputation, or paternity, with respect to any use or enjoyment of such UGC, by BNEA, its licensors, and any other users of the Online Services, for the entire duration of such rights under applicable law (the “UGC Waiver”).
- You agree that You shall not, and shall not allow any third party to create, upload, or otherwise attribute to You any UGC in which any third party holds any intellectual property rights.
- You agree that You are solely responsible for any UGC that You create, use, upload, or otherwise transmit to any users or third parties.
- Unsolicited Submissions. BNEA does not accept unsolicited submissions, including any game, product or service ideas, artwork, characters, stories, or concepts (collectively, “Submissions”). Please do not send any such Submissions to BNEA, or to any representative thereof, unless specifically requested by BNEA in writing. By sending such Submissions to BNEA or its representatives, You acknowledge and agree that BNEA may, in its sole discretion, use or disclose such Submissions without any obligation to You, including with regard to confidentiality or payment obligations.
- Community Events. The Online Services may enable You to participate in certain community events, such as tournaments, sweepstakes, contests, and giveaways (collectively, “Community Events”), provided, however, that Your eligibility, entry, competition, and participation in any such Community Event will be strictly subject to any terms, conditions, or rules applicable to such Community Event, as available and posted at: https://www.bandainamcoent.com/legal/community-events/ .
- ACCOUNT ACCESS, SUSPENSION & TERMINATION OF ONLINE SERVICES & ACCOUNTS.
- Account Access. An Online Services account may be required to access and use certain Online Services. To create an Online Services account, You must agree to all terms and conditions presented to You and provide truthful and accurate information in creating such Online Services account. You must be eligible to use the Online Service for which You are registering. Some Online Services may require creation of a “username” or a “persona,” which may be linked to any Online Services account You create. You are solely responsible for all activity on Your Online Services account. Your Online Services account may be terminated if someone else uses it to engage in activity that violates this Agreement or is otherwise improper or illegal. You should not reveal Your Online Services account password to others. BNEA will not ask You to reveal Your password, or initiate contact with You asking for answers to Your password security questions. Please be advised that You may be required to create separate accounts to access certain Online Services, including as set forth in an Addendum.
- Voluntary Termination by You. You have the right to cancel Your Online Services account, Your access to the Online Services, and this Agreement, as applicable to You, at any time, by: (a) to the extent applicable, logging into Your Online Services account and using the account features (if any) to delete your account (for example, these areas may be labeled as “My Account,” “Edit Profile,” “Settings,” or other similar names); or (b) contacting BNEA’s customer support at: https://support.bandainamcoent.com/, provided that, following permanent deletion of Your Online Services account(s), You refrain from resuming access to or use of the Online Services. BNEA reserves the right to collect fees, surcharges, or costs incurred before You cancel Your Online Services account or a subscription to an Online Service, as applicable. You are also responsible for any amounts owed to third parties or content providers before Your cancellation. Any delinquent or unpaid fees and other unresolved issues with Online Services must be resolved with BNEA before You establish a new Online Services account.
- Suspension by BNEA. Except as otherwise prohibited by applicable law, if You fail to comply with any provision of this Agreement, BNEA may issue a warning to You, or limit or temporarily suspend Your access to and use of the Online Services for up to thirty (30) days, without prior notice. If You believe that any action has been taken against You in error, please contact BNEA 's Customer Service Department at: https://support.bandainamcoent.com/.
- Termination by BNEA. BNEA may terminate this Agreement, as applicable to You, all Online Services accounts You’ve created for accessing the Online Services, and the License granted hereunder, if You fail to cure any violation of this Agreement within thirty (30) days’ of being given notice of such violation. If You repeatedly violate the provisions of this Agreement, BNEA expressly reserves the right to immediately terminate this Agreement, as applicable to You, including Your access to any Online Services account You’ve created for accessing Online Services, without prior notice to You. If BNEA limits, suspends, or terminates Your access to the Online Services or this Agreement, as applicable to You, BNEA may take such action(s) with respect to each and every Online Services account You have created for accessing the Online Services (i.e., not only with respect to the Online Services account associated with any violation), and may cause You to lose any user name(s) or persona(s) associated with such Online Services accounts. Except as otherwise prohibited by applicable law, if BNEA terminates this Agreement, as applicable to You, Your rights to access and use the Online Services, user data, points, and any other information of any kind related to the Online Services, will terminate immediately, You must cease all use of the Online Services, and You may not resume participating in any Online Service offered by BNEA without BNEA's express written permission. Except as required by applicable law, no refunds will be issued to You following termination of this Agreement, as applicable to You.
- THIRD PARTY SERVICES & LINKS TO THIRD PARTY SITES.
- Third Party Services. For Your convenience, the Online Services may enable integration with and access to certain services operated by a third party (“Third Party Services”). To the fullest extent permitted by applicable law, Your use of the Online Services constitutes Your acknowledgement that: (a) accessing such Third Party Services may require the purchase of additional third party products, Internet access, and/or entering into a separate paid license agreement with the provider of such Third Party Services; (b) BNEA is not affiliated with, does not endorse, and has no authority to exercise direct control over the providers of such Third Party Services; (c) BNEA is not responsible for examining or evaluating and expressly disclaims all representations and warranties regarding the accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect of such Third Party Services, or the privacy practices of the providers of such Third Party Services; (d) any use of such Third Party Services is at Your sole risk and liability, including compliance with any terms, conditions or laws applicable to such Third Party Services; (e) any costs incurred by accessing such Third Party Services, shall be borne solely by You; and (f) except as otherwise expressly set forth in this Agreement, BNEA is not and will not be liable for any failure or loss of access to or use of such Third Party Services, even if caused by BNEA’s termination of the License granted to You under this Agreement. Notwithstanding the foregoing, BNEA reserves the right to change, suspend, remove, or disable any integration between the Online Services and any Third Party Services, at any time, without prior notice to You.
- Links to Third Party Sites. The Online Services may include hyperlinks to websites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from You. BNEA does not control such web sites, and is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect. Any access to or use of such third party sites is solely at Your own risk and liability.
- COPYRIGHT POLICY. If You are a copyright owner or an agent thereof and believe that any content in the Online Services infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by contacting BNEA’s Copyright Agent as set forth below. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper DMCA notification. You acknowledge that if You fail to comply with all such requirements, Your DMCA notice may be invalid. Also, please note that if You materially misrepresent that any material in the Online Services is infringing, You may be liable to BNEA for certain costs and damages.
Bandai Namco Entertainment America Inc.
Attn: Copyright Agent
Irvine, CA 92618, USA
- EXPORT COMPLIANCE. Software that is part of the Online Services may be subject to United States export controls, and export controls of other jurisdictions. By accepting this Agreement, You warrant that You are not located in any country, or exporting software to any person or place, to which the United States or any other jurisdiction has embargoed the Online Services or any element thereof. You further agree to abide by United States and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Online Service restricted under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any necessary government authorization. You further agree not to upload to the Online Services any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this Section shall survive termination of this Agreement.
- LIMITATION OF LIABILITY AND DAMAGES & DISCLAIMER OF WARRANTIES.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BNEA, ITS SUPPLIERS, ITS LICENSORS, OR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS THEREOF, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM ARISING FROM OR RELATING TO YOUR POSSESSION OF, ACCESS TO, USE OF, OR INABILITY TO USE THE ONLINE SERVICES, OR ANY FAILURE TO PROVIDE SUPPORT SERVICES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM ARISING FROM BREACH OF CONTRACT, NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), INTELLECTUAL PROPERTY INFRINGEMENT, OR PRODUCT LIABILITY.
- Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY AVAILABLE TO YOU FROM BNEA, ITS SUPPLIERS, ITS LICENSORS, AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS THEREOF, FOR ANY AND ALL DAMAGES ARISING FROM OR RELATING TO THE ONLINE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF EITHER: (a) THE TOTAL AMOUNT PAID BY YOU TO BNEA THROUGH YOUR USE OF THE ONLINE SERVICES (AND NOT REFUNDED OR CHARGED BACK); OR (b) ONE HUNDRED U.S. DOLLARS AND ZERO CENTS (US$100.00).
- Disclaimer of Warranties. BNEA AND ITS SUPPLIERS AND LICENSORS MAKE NO PROMISE OR WARRANTY THAT THE ONLINE SERVICES WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT BNEA AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY: (a) VIRUSES OR OTHER DISABLING FEATURES THAT MAY AFFECT YOUR ACCESS TO OR USE OF THE ONLINE SERVICES; (b) INCOMPATIBILITY BETWEEN THE ONLINE SERVICES AND ANY OTHER PRODUCTS OR SERVICES; (c) DELAYS OR FAILURES IN INITIATING, CONDUCTING, OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE ONLINE SERVICES IN AN ACCURATE OR TIMELY MANNER; OR (d) OTHER DISRUPTIONS OF YOUR ENJOYMENT AND USE OF THE ONLINE SERVICES BEYOND BNEA’S REASONABLE CONTROL. THE ONLINE SERVICES 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, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
- Jurisdictional Restrictions on Limitations of Liability and Damages. NOTWITHSTANDING THE FOREGOING, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE LOCAL LAW RESTRICTS OF PROHIBITS LIMITATIONS OF LIABILITY OR DAMAGES IN ANY MANNER THAT IS INCONSISTENT WITH THE ABOVE LIMITATIONS (INCLUDING FOR DEATH OR PERSONAL INJURY CAUSED BY BNEA’S NEGLIGENCE, ANY LOSS SUFFERED BY YOU AS A RESULT OF YOUR RELIANCE ON ANY FRAUDULENT MISREPRESENTATION MADE BY BNEA TO YOU, AND ANY OTHER LIABILITY THAT CANNOT BY LAW BE EXCLUDED OR LIMITED), THE LIMITATIONS SET FORTH ABOVE, SHALL BE DEEMED MODIFIED AS NECESSARY TO COMPLY WITH SUCH LOCAL LAWS.
- DISPUTE RESOLUTION (NON-U.S. RESIDENTS ONLY). If You are a resident of any nation other than the United States of America, either You or BNEA may refer any dispute relating to or arising from this Agreement or the Online Services to alternative dispute resolution (such as conciliation or arbitration) with the prior written consent of the other party. Notwithstanding the foregoing, 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.
- DISPUTE RESOLUTION (U.S. RESIDENTS ONLY). If You are a resident of the United States of America, by accepting the terms of this Agreement, You and BNEA: (a) agree to resolve certain disputes with each other through mandatory binding arbitration, as set forth in Section 12.a, and each subpart thereof (collectively, the “Arbitration Agreement”); and (b) 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 12.b (the “Class Action Waiver”); unless (c) You exercise Your right to opt out of the Arbitration Agreement and/or the Class Action Waiver, as set forth in Section 12.c.
- MANDATORY, BINDING ARBITRATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND BNEA: (i) 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 ONLINE SERVICES (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; (ii) 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; (iii) 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 (iv) 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.
- 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, CA 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 thirty (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.
- 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.
- 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.
- 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.
- 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.
- 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:
- Form & Address. Your Opt Out Notice must be sent via email to firstname.lastname@example.org or via mail to the following address: Bandai Namco Entertainment America Inc., ATTN: Legal, 23 Odyssey, Irvine, CA 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).
- 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 thirty (30) days of Your initial access of the Online Services.
- Required Information. Your Opt Out Notice must include: (A) the title of the specific Online Services 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 Online Services or any other BNEA product or service, each of Your usernames for such Online Services and/or 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.
- 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 & 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.
- GOVERNING LAW & VENUE. 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 the following subsections of this Section:
- If You reside in the European Union: (a) the laws of Your country of residence govern this Agreement and Your use of the Online Services; and (b) You expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to this Agreement and/or Your use of the Online Services shall be the courts of Your country of residence, and You expressly consent to the exercise of personal jurisdiction of such courts.
- For all other users: (a) the laws of the State of California, excluding its conflicts-of-law rules, govern this Agreement and/or Your use of the Online Services; and (b) You expressly agree that for claims and disputes not subject to the Arbitration Agreement above, exclusive jurisdiction for any claim or action arising out of or relating to this Agreement and/or Your use of the Online Services shall be the federal or state courts that govern Los Angeles County, California, and You expressly consent to the exercise of personal jurisdiction of such courts. Please note that Your conduct may also be subject to other local, state, national, and international laws. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to the License or to any dispute or transaction arising out of this Agreement.
- In no event shall the application, interpretation, or enforcement of the terms of this Agreement, under any jurisdictional law contemplated by any subsection of this Section exclude, limit, or otherwise restrict any rights vested with You, as a consumer, under any applicable consumer protection law(s).
- GENERAL TERMS.
- Miscellaneous. If an arbitrator or court of competent jurisdiction conclusively determines that any term or provision of this Agreement is unenforceable, prohibited by applicable law, or inapplicable, such provision shall be struck and the remaining provisions will remain in effect and be enforced as if such unenforceable, prohibited, or invalid provision were not contained in this Agreement. BNEA’s failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. To the extent permitted by applicable law, You may not assign or transfer this Agreement or Your rights granted to You under this Agreement and, unless otherwise prohibited, any attempt to the contrary is void ab initio. This Agreement sets forth the entire understanding and agreement between BNEA and You with respect to Your access to and use of the Online Services, in any way. This Agreement is not intended to confer and does not confer any rights or remedies upon any person other than You and BNEA.
- Special Notice to California Residents. Pursuant to Cal. Civil Code § 1789.3, residents of California are entitled to the following specific consumer rights notice:
- The Online Services offered under this Agreement are provided by Bandai Namco Entertainment America Inc., who can be contacted in writing at: 23 Odyssey, Irvine, CA 92618, USA.
- Any charges imposed upon You for Your use of the Online Services hereunder will be disclosed to You in writing at the time such charges are incurred.
- The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at: Dept. of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Bandai Namco ID:
Third Party Services:
Third Party Services, include, but are not limited to:
- YouTube API: The Online Services use the YouTube API Services. By using the Online Services, You also agree to be bound by the YouTube Terms of Service, available at: https://www.youtube.com/t/terms.