This End User License Agreement and Terms of Service (this “Agreement”) sets forth the legally binding terms between Unicorn Heart Club LLC (“Unicorn” “us” or “we”) and the User whose name appears on the registration form (“User,” “you” or “Your”) regarding your use of Unicorn’s Software Products that are subject to this license and referred collectively as “Software,” “Game Software” or “Game Assets” or Virtual TableTop (“VTT”) as they may be updated from time to time are designed to enable Game Masters and Users to engage in online gameplay, all such Software Products being purchased or acquired by Users from the Power Virtual TableTop Marketplace (“Marketplace”) and used in the VTT. The parties hereby agree as follows. Please review this End User License Agreement (“Agreement”) carefully before accessing and utilizing both the VTT and the Game Assets whether for free or purchased for a fee and please inquire about anything you do not understand. If you are not eighteen (18) years of age, have your parents review this Agreement. By accessing and/or otherwise using the VTT or any Game Assets you are signifying your acknowledgement, acceptance and agreement to this Agreement.
A. Unicorn is the owner of certain proprietary computer software that is engineered to enable a virtual tabletop for role-playing games online (the “Software,” “VTT” or “Game Assets”).
B. User or Regular players shall mean any person legally permitted or able to use the Software either as a Game Master building immersive maps using Game Assets from the Marketplace or a user engaged in and joining online game play.
C. Power Virtual TableTop Marketplace (“Marketplace”) shall mean the Marketplace located on Unicorn’s website where the Game Assets are made available for download by Users for both free and for a purchase Fee.
D. Game Assets shall mean any Game Assets, software or downloaded content that users acquire from the Marketplace for no fee charged or purchase for a Fee and access from the Marketplace. Certain Game Assets such as asset packs and downloaded content will be only be available for a purchase fee (the “Fee”). For example, Game Masters who host online games for players will be charged a Subscription Fee.
E. Online Gameplay shall mean that with the exception of the asset packs and downloaded content which are subject to a Purchase Fee, all other usage and features of the software are free. Players who join games will not be required to pay a Subscription Fee. Players who use other features of the software, with the exception of certain online services, will not be required to pay a Subscription Fee.
F. Virtual TableTop shall mean the software the users access for free which enables users to access Online Gameplay and use Game Assets.
The Virtual TableTop Marketplace (“Marketplace”) is owned and operated by Unicorn Heart Club LLC (“Unicorn”). Your use of the Marketplace is governed by a legal agreement between you and Unicorn consisting of the Terms of Service which you agreed to upon use of the Unicorn virtual tabletop and the following End User License Agreement (“Unicorn-EULA”).
You may purchase through the Marketplace “Game Assets” to be used personally and in the Unicorn virtual tabletop. Any Asset that you access from the Marketplace that has been developed or created by Unicorn or that has been made available by Third Parties (“3rd Party”) that are not associated with Unicorn, will be subject to the Unicorn EULA.
Any asset that is free that you access from the Marketplace that has been made available by a 3rd Party may also be governed by such Third Party’s License which you can request from Unicorn prior to using or accessing the free asset. Any free asset that the Provider does not furnish a Provider’s License for will be subject to the Unicorn EULA.
You may use the Marketplace to browse, locate, and download Game Assets. Game Assets are electronic content including, but not limited to computer graphics (including 3D computer graphics), PDF documents, and other digital materials created in order to be utilized while playing games through Unicorn. Some of these Game Assets may be offered by Unicorn while others may be made available by a 3rd Party. You agree that Unicorn is not responsible for any Asset on the Marketplace that originates from a source other than Unicorn. Additionally, some Game Assets may be made available to you at no charge while other Game Assets may be purchased for a fee. You agree that you are solely responsible for all fees associated with purchases you make on the Marketplace.
In order to use Marketplace you must be 18 years of age or older. Upon use of the Marketplace, you warrant that you have the legal capacity to enter into the Unicorn EULA.
6. Limited Use License
Subject to your compliance with the terms and conditions of the Agreement, UNICORN hereby grants you a non-exclusive, non-transferable, revocable limited right and license to access and use: (i) one (1) copy of the VTT; (ii) one (1) copy of the Game Assets solely and exclusively for your personal and non-commercial use and to be accessed on one computer only. The only exception is that users can have one copy of the VTT and Game Assets for both Windows, Mac and Linux. This Agreement shall also apply to any patches or updates you may obtain for the Game Assets. IN ACCORDANCE WITH AND NOT INTENDING TO LIMIT ANY OF THE PROVISIONS OR PROTECTIONS SET FORTH HEREIN, DUPLICATION, COPYING OR ANY FORM OF REPRODUCTION OF THE GAME ASSETS OR RELATED INFORMATION, MATERIALS OR OTHER CONTENT TO ANY OTHER SERVER OR LOCATION FOR THE PURPOSES OF DUPLICATION, COPYING OR ANY OTHER FORM OF REPRODUCTION IS EXPRESSLY AND EXPLICITLY PROHIBITED. This license does not give you any title or ownership in the Game Assets, and should not be construed as a sale or transfer of any intellectual property rights to the Game Assets. All rights not specifically granted under this Agreement are hereby reserved by Unicorn and, as applicable, by its licensors.
7. No Right To Ownership
YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN THE GAME ASSETS, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL SUCH RIGHTS ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF UNICORN. Except as expressly licensed to you herein, all right, title, and interest in and to the Game Assets and any and all associated copyrights, trademarks and intellectual properties therein and/or related thereto and all copies thereof (including, but not limited to, any patches, updates, copies, derivative works, titles, computer code, themes, objects, characters, character names, stories, dialogs, catch phrases, locations, concepts, artwork, images, animation, sounds, musical compositions, audio-visual effects, text, methods of operation, moral rights, “applets” incorporated into the Game Assets, and any related documentation) are owned by UNICORN or UNICORN’s licensors. The Game Assets are protected by the copyright laws of the United States, international copyright treaties and conventions, and other laws. All rights are reserved. The Game Assets contain certain licensed materials, and Unicorn and Unicorn’s licensors may protect their rights in the event of any violation of this Agreement.
8. No Sale or Assignment
UNICORN does not recognize the transfer of the Game Assets. Therefore, you may not give, purchase, sell, bargain, barter, market, trade, offer for sale, sell, license, assign or otherwise divest your rights, responsibilities or obligations under the Agreement, either in whole or in part, without the prior written consent of UNICORN. Any attempt to do so shall be void and of no effect.
9. Unicorn’s Providing The Marketplace
9.1 User agrees that Unicorn may stop (permanently or temporarily) providing the Marketplace (or any features within the Marketplace) to you or to users generally at Unicorn ’s sole discretion, without any prior notice to you.
9.2 Unicorn may make available to you various payment processing methods to facilitate the purchase of Game Assets from the Marketplace. You agree to abide by any relevant terms of service or other legal agreement, whether with Unicorn or with a third party unrelated to Unicorn, that governs your use of a certain payment processing method. You agree that Unicorn reserves the right to add or remove any payment processing methods at its sole discretion and without notice to you.
10. Your Use of the Marketplace
10.1 In order to access certain services in the Marketplace, you may be required to provide information about yourself such as your name, address, and billing details. You agree that any such information you provide to Unicorn will always be accurate, correct and up to date.
10.2 You agree to use the Marketplace only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree to comply with all local and federal laws and regulations regarding the download, installation and/or use of the Game Assets.
10.3 You agree not to access (or attempt to access) the Marketplace by any means other than through the interface that is provided by Unicorn, unless you have been specifically allowed to do so in a separate agreement with Unicorn. You specifically agree not to access (or attempt to access) the Marketplace through any automated means (including use of scripts, crawlers or similar technologies from time to time).
10.4 You agree that you will not engage in any activity that interferes with or disrupts the Marketplace (or the servers and networks which are connected to the Marketplace). You agree that you will not use any of the Game Assets found on the Marketplace in a way that interferes or disrupts any servers, networks, or websites operated by Unicorn or any third party.
10.5 Unless you have been specifically permitted to do so in a separate agreement with Unicorn and except as permitted under the Unicorn EULA or a Provider License, you agree that you will not reproduce, duplicate, copy, sell, trade or resell any Asset that you have acquired from the Marketplace for any purpose.
10.6 You agree that you are solely responsible for (and that Unicorn has no responsibility to you or to any third party for) your use of the Marketplace or any Game Assets, any breach of your obligations under the Terms, and for the consequences (including loss or damage of any kind which Unicorn may suffer) of any such breach.
10.7. You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of the Marketplace or the purchase of Game Assets through the Marketplace, and that the reporting and payment of any such applicable taxes are your responsibility.
10.8 You agree that Unicorn and/or third parties own all right, title and interest in and to the Marketplace and the Game Assets available through the Marketplace, including without limitation all applicable Intellectual Property Rights in the Game Assets. “Intellectual Property Rights” means any and all intellectual property rights wherever in the world and whenever arising (and including any application), including patent laws, copyright, trade secrets, know-how, confidential information, business names and domain names, computer programs, trademark laws, service marks, trade names, utility models, design rights, semi-conductor topography rights, database rights, goodwill or rights to sue for passing off, and any and all other proprietary rights worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Game Assets, unless otherwise permitted,
- (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in the Game Assets,
- (iii) use the Game Assets to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or
- (iv) remove, obscure, or alter Unicorn ’s or any third party’s copyright notices, watermarks, trademarks, or other proprietary rights notices affixed to or contained within the Game Assets.
10.9 While Unicorn does not undertake any legal obligation to monitor, prescreen, review, flag, filter, modify, refuse or remove any or all Game Assets or their content from the Marketplace, Unicorn reserves the right to do so, and if Unicorn is notified by Provider or otherwise becomes aware and determines in its sole discretion that an Asset or any portion thereof; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; © is pornographic, obscene or otherwise violates Unicorn’s hosting policies or other terms of service as may be updated by Unicorn from time to time in its sole discretion; (d) is being distributed by Provider improperly; (e) may create liability for Unicorn; (f) is deemed by Unicorn to have a virus or is deemed to be malware, spyware or have an adverse impact on Unicorn; (g) violates the terms of this Agreement; or (h) the display of the Asset is impacting the integrity of Unicorn servers (i.e., Customers are unable to access such content or otherwise experience difficulty), Unicorn may demand that Provider fixes the Asset. In addition Unicorn shall itself be entitled to edit and make changes in the Asset. Finally Unicorn shall be entitled to remove the Asset from the Marketplace immediately, or reclassify the Asset at its sole discretion. Unicorn reserves the right to suspend and/or bar any Provider from the Marketplace at its sole discretion. Irrespective of the above, you agree that by using the Marketplace you may be exposed to Game Assets that you may find offensive, indecent or objectionable and that you use the Marketplace at your own risk.
“User Content” shall mean any materials that user imports into the VTT that have not been acquired or purchased by User from the Marketplace, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text. User assumes sole responsibility for ensuring that the User Content does not infringe or violate any right of any third party. Notwithstanding the foregoing, Unicorn reserves the right, in its sole discretion, to exclude or remove from the VTT any User Content or other content not supplied by Unicorn which, in Unicorn’s sole reasonable discretion, may violate any law or third party rights or which otherwise exposes or potentially exposes Unicorn to civil or criminal liability or public ridicule, provided that such right shall not place an obligation on Unicorn to monitor or exert editorial control over the User Content. User shall not place nor cause to be placed on the VTT any User Content that contains any content or materials which is obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise expose Unicorn to civil or criminal liability. Any such materials placed on the VTT which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement.
11. Ownership of User Content.
User represents to Unicorn and unconditionally guarantees that the User Content, including any elements of text, graphics, photos, designs, trademarks, or other artwork that User imports into the VTT are owned by the User, or that the User has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Unicorn from any claim or suit arising from the use of such elements furnished by the User.
User represents and warrants that (a) User Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of any third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other party right, and (b) User owns the User Content or otherwise has the right to use the User Content.
12. Unicorn Services and Third Party Game Assets and Services
Some components of Game Assets (whether developed by Unicorn or third parties) may also be governed by applicable open source software licenses. In the event of a conflict between the Terms and any such licenses, the open source software licenses shall prevail with respect to those components.
13. Export Restrictions
Game Assets available on the Marketplace may be subject to laws, administrative regulations and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Game Assets (“Export Laws”). You agree to comply with all applicable Export Laws and you shall not export or re-export directly or indirectly (including via remote access) any part of the Game Assets to any country to which a license is required under the Export Laws without first obtaining a license.
14. Indemnification By User
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Unicorn, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from: (i) your use or misuse of the Power Virtual TableTop Marketplace, Software including your downloading, installation, and use of any Asset; and (ii) any of the User Content you make available via the Game Assets or that User drags and drops into the VTT hereunder or other material infringing or violating any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or licenses.
The Unicorn EULA will continue to apply until terminated by either you or Unicorn as set out below.
If you want to terminate this agreement, you may do so by ceasing your use of the Marketplace and any Game Assets downloaded from the Marketplace.
Unicorn may at any time, terminate this agreement with you if: (A) you have breached any provision of the Unicorn EULA or the Unicorn Terms of Service; or (B) Unicorn is required to do so by law; or © Unicorn decides to no longer provide the Marketplace.
When the Unicorn EULA comes to an end, all of the legal rights, obligations and liabilities that you and Unicorn have benefited from, been subject to (or which have accrued over time whilst the Unicorn EULA has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Sections 6, 7, 10, 14, 17, 21 and 23 shall continue to apply to such rights, obligations and liabilities indefinitely.
16. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKETPLACE, SOFTWARE, VTT AND ANY GAME ASSETS (Collectively the “MARKETPLACE ASSETS”) DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE ASSETS IS AT YOUR SOLE RISK AND THAT THE MARKETPLACE ASSETS IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, UNICORN, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR USE OF ANY OF THE MARKETPLACE ASSETS WILL MEET YOUR REQUIREMENTS, (II) YOUR USE OF THE MARKETPLACE ASSETS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE MARKETPLACE ASSETS WILL BE ACCURATE OR RELIABLE, (IV) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE MARKETPLACE ASSETS WILL BE CORRECTED, AND (V) THE GAME SOFTWARE WILL BE INTEROPERABLE OR COMPATIBLE WITH OTHER SOFTWARE.
AT SOME POINT IN THE FUTURE THE MARKETPLACE ASSETS MAY GO OUT OF DATE, AND UNICORN MAKES NO COMMITMENT TO UPDATE SUCH MARKETPLACE ASSETS.
THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE MARKETPLACE ASSETS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
YOUR USE OF THE MARKETPLACE ASSETS AND ANY SOFTWARE OR GAME ASSETS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNICORN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY SOFTWARE, MARKETPLACE ASSETS, OR GAME ASSETS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE MARKETPLACE AS WELL AS THE MARKETPLACE ITSELF.
TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Software of the Department of Consumer Affairs by mail at 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at 916.445.1254. California residents expressly agree to waive California Civil Code Sec. 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
17. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNICORN AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE MARKETPLACE, MARKETPLACE ASSETS OR ANY SOFTWARE OR GAME ASSETS DOWNLOADED OR OTHERWISE OBTAINED FROM THE MARKETPLACE, INCLUDING ANY LOSS OF DATA, GOODWILL, BUSINESS REPUTATION OR OTHER INTANGIBLE LOSS WHETHER OR NOT UNICORN OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING, AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, EVEN IF UNICORN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNICORN, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY, UNICORN, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN THE SOFTWARE OR GAME ASSETS OR ON THE MARKETPLACE; (II) ANY CHANGES WHICH UNICORN MAY MAKE TO THE SOFTWARE, GAME ASSETS OR ON THE MARKETPLACE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE MARKETPLACE OR THE SOFTWARE OR GAME ASSETS (OR ANY FEATURES WITHIN THE SOFTWARE OR GAME ASSETS); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE MARKETPLACE, SOFTWARE OR THE GAME ASSETS; AND (IV) YOUR FAILURE TO PROVIDE UNICORN WITH ACCURATE ACCOUNT INFORMATION.
YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH UNICORN IS TO STOP USING THE SOFTWARE, MARKETPLACE AND GAME ASSETS.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF UNICORN SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
18. Change of Terms
Unicorn may make changes to the Unicorn EULA from time to time. When these changes are made, Unicorn will make a new copy of the Unicorn EULA available at the Marketplace.
You understand and agree that if you use the Marketplace and the Game Assets after the date on which the Unicorn EULA had been changed Unicorn will treat your use as acceptance of the updated Unicorn EULA.
19. General Legal Terms
The whole legal agreement between you and Unicorn is contained within the Terms of Service and the Unicorn EULA, which governs your use of the Marketplace and the Game Assets, and completely replaces any prior agreements between you and Unicorn in relation to the Marketplace and the Game Assets. Each party confirms that, in entering into this agreement it has not relied upon any representations or statements not expressly incorporated herein. Notwithstanding anything else in the Unicorn EULA, neither party limits or excludes liability for fraudulent misrepresentation.
You agree that if Unicorn does not exercise or enforce any legal right or remedy which is contained in the Unicorn EULA (or which Unicorn has the benefit of under any applicable law), this will not be taken to be a formal waiver of Unicorn ’s rights and that those rights or remedies will still be available to Unicorn .
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this agreement is invalid, then that provision will be removed from the agreement without affecting the rest of the Agreement. The remaining provisions will continue to be valid and enforceable.
You acknowledge and agree that each member of the group of companies with which Unicorn is affiliated shall be third party beneficiaries to this agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this agreement (whether pursuant to the contract, law or otherwise).
The rights granted in the Terms may not be assigned or transferred by you without the prior written approval of Unicorn. Nor shall you be permitted to delegate your responsibilities or obligations under these Terms without the prior written approval of Unicorn.
The rights granted in the Terms may be assigned or transferred by Unicorn without your prior written approval. In addition Unicorn shall be permitted to delegate its responsibilities or obligations under these Terms without your written approval.
20. INTERNATIONAL USE
Although the Game Assets may be accessible worldwide, we make no representation that the Game Assets or related materials are appropriate or available for use in locations outside the United States, and accessing them from territories where the content is illegal is prohibited. Those who choose to access the Game Assets from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Any offer and/or information made in connection with the Game Assets is void where prohibited. Without limiting the foregoing, the Game Assets may not be exported or re-exported (a) into (or to a national resident of) any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By accessing and using the Game Assets, you represent and warrant that you are not located in, under control of, or a national resident of any such country or on any such list.
21. Governing Law and Dispute Resolution
This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of New Jersey, United States of America. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in courts located in Hudson County, New Jersey, U.S.A.. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Hudson County, New Jersey, U.S.A. if you are located outside the United States of America you agree any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in courts located in Hudson County, New Jersey, U.S.A..
22. Class Action Waiver
By using the Site and in return for the services offered by Unicorn you acknowledge that the Company can only offer you the website, Software and Game Assets under the terms and conditions as presented herein. As partial consideration for your use of the website, Software and Game Assets and these services, you agree not to sue the Company as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against the Company regarding your use of the Site. Additionally, as a user reviewing a former unit of a hospital you worked in, your use of the Site is at no charge and you acknowledge that part of the price you are paying to use this Site is your acceptance of these terms of service including this Class Action Waiver. If you do not agree to any part of these terms, do not continue your use of the Site. Nothing in this paragraph, however, limits your rights to bring a lawsuit as an individual plaintiff, including in small claims court.
Because Unicorn would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that Unicorn shall be entitled, without bond or other security or proof of damages, to take such action as may be required, including seeking an injunction and other equitable remedies, in addition to any other remedies available to it under the applicable law.
This End User License Agreement was last updated on April 6, 2017.