Universus Corp. Terms of Service
Effective Date: [01.01.2021]
Please read the following terms and conditions (“Terms”) carefully. They create a binding legal contract between you, your employees, agents and contractors, and any other entity on whose behalf you accept these Terms (collectively, “You”) and Universus Corp., a Delaware corporation (“Universus”, “we”, “us” or “our”) governing Your use of Universus’s interactive online virtual reality game, which may include computer software, associated media, printed materials, and online or electronic documentation and any updates thereto (collectively “Game”). Among other things, these Terms describe Your responsibilities and limit our liability. If You do not agree to all of the following terms now or in the future, do not use the Game in any manner. THIS AGREEMENT INCLUDES AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION ON AN INDIVIDUAL BASIS AND THUS PROHIBITS CLASS ACTION CLAIMS. PLEASE REFER TO SECTION 14 FOR ADDITIONAL DETAILS. [Universus: we noticed that you do not currently have a website. Once you have a website, we can include your website as part of these terms and create an overall concept of “Services” which would include your game and website.]
You may also be subject to additional terms and conditions that may apply when You use other Universus services, third-party content, or third-party software.
- Use of the Game
- Eligibility. To be eligible to use the Game, You must, and You represent and warrant that You do, meet the following criteria: (a) are 13 years of age or older; (b) are not currently restricted from or otherwise prohibited from using the Game; (c) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which You are a party; (d) will not violate any rights of Universus or any third party, including intellectual property rights such as copyright or trademark rights; and (e) agree to provide at Your cost all equipment (including VR Devices), software, and internet access necessary to use the Game. No one under the age of 13 is permitted to access or use the Game. If You are a user between the ages of 13 and 18 or under the age of majority in Your jurisdiction, please review these Terms with Your parent or guardian. Your parent or guardian should agree to these Terms on Your behalf and parental discretion is advised for all users under the age of 18 or majority. If you are a parent or guardian consenting to these Terms on behalf of a child between the ages of 13 and 18, you additionally guarantee and are fully responsible for that person’s performance hereunder, and you agree to take all actions (including executing such additional documents or agreements) necessary to effect and perfect the foregoing.
- Applicable Laws and this Agreement. You will comply with all applicable laws, ordinances, and regulations, and these Terms.
- Use of the Game. You will use the Game only to post, send, and receive content and materials that are proper. You will not use the Game in any manner that could damage, disable, overburden, or impair the Game or interfere with any other party’s use and enjoyment of it. You may not attempt to gain unauthorized access to any account, computer systems, or networks associated with the Game. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for or through the Game.
- User Conduct. Universus does not control, is not responsible for and makes no representations or warranties with respect to any user or user conduct. You are solely responsible for Your interaction with or reliance on any user or user conduct. You must perform any necessary, appropriate, prudent, or judicious investigation, inquiry, research, and due diligence with respect to any user or user conduct. You further understand that You may be exposed to content from others that is offensive, indecent or objectionable.
- Limited License. Universus grants You a limited, revocable, non-exclusive, nonassignable, nonsublicensable license and right to download, install, and use the Game on a single compatible device for your own personal and non-commercial use. The forgoing is only a license and we do not sell the Game to you. Any other use of the Game is strictly prohibited. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Game and all related items.
- Restrictions. Except as expressly permitted by these Terms you may not: (a) lease, loan, resell, sublicense, assign, rent, sell, distribute, or otherwise transfer the Game or any of the rights granted by these Terms without Universus’ express written permission; (b) use the Game to provide a service bureau, marketing, training, outsourcing services, or consulting services, or any other commercial service related to the Game or to develop training materials; (c) modify or translate the Game except as necessary to configure the Game using the menus, options and tools provided for such purposes and contained in the Game; (d) in any way reverse engineer, disassemble or decompile or otherwise access or attempt to access the source code for the Game or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (e) interfere with or circumvent any feature of the Game, including without limitation any security, or access control mechanism; or (f) use the Game to develop a product which is competitive with any Universus product offerings.
- Promotions. You agree to receive newsletters, promotional materials, and other communications and materials relating to Universus or the Game.
- Prohibited Uses. You will not use the Game to:
- pretend to be Universus or someone else, spoof Universus’s or someone else’s identity, or misrepresent Your affiliation with a person or entity;
- transmit spam, bulk or unsolicited communications;
- forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted through the Game;
- collect or store personal data about other users unless specifically authorized by such users;
- harvest or collect email addresses or other contact information of other users from the Game by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- solicit personal information from anyone under 13 or solicit passwords or personally identifying information for commercial or unlawful purposes;
- register for more than one user account, register for a user account on behalf of another individual or on behalf of any group or entity; or
- impersonate a minor for the purpose of interacting with a minor, or stalk, harass, or engage in any sexual, suggestive, lewd, lascivious, or otherwise inappropriate conduct with minors, or attempt to contact or meet with such minor outside the Game, including without limitation electronically or physically.
You will not upload, post, email, transmit or otherwise make available any content that:
- is inaccurate, unlawful, threatening, abusive, harassing, obscene, invasive of another’s privacy, hateful, or objectionable to Universus or other users of the Game;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
- violates or infringes anyone’s intellectual property or other rights.
- We reserve the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.
- USER ACCOUNTS
- Creating an Account. You may need to open an account with the Game Platform or us to access or download the Game. To open an account, You must complete the registration process by providing us or the Game Platform with true, current, complete and accurate information as prompted by the applicable registration form, and You will maintain and promptly update such information, including any authorized payment method, to keep it true, current, complete and accurate. If You change or deactivate Your mobile telephone number, You will update Your account information within 48 hours to ensure that Your messages are not sent to the person who acquires Your former telephone number. You grant Universus the right to independently verify any information that You provide about Yourself, although Universus does not routinely undertake any verification.
- Activities Under Your Account. You are responsible for maintaining the confidentiality of any password(s) You use to access the Game Platform or the Game, and You are fully responsible for all activities that occur under Your password(s) and Your account. You agree to notify Universus immediately of any unauthorized use of Your account or any other breach of security. Universus will not be liable for any loss that You may incur as a result of someone else using Your password or account. Notwithstanding such notice, You could be held liable for losses incurred by Universus or another party due to someone else using Your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
- Names. Your login name will be the email address you provide and verify when setting up an account for the Game Platform. The Game permits you to set up a character (“Avatar”) for use in the Game. You may choose your Avatar’s name subject to any limits we prescribe. You may not allow anyone to use your login name, your Avatar or your password to play the Game. You may not use the Avatar of another player to impersonate or falsely represent your identity. You may not obtain, attempt to obtain, use, or attempt to use the login name or Avatar of anyone else. [Universus: do users have the right to create avatars through the game? If so, please modify this section as necessary. If not, please delete this section.]
- PAYMENTS [Universus: PLEASE CONFIRM WHETHER THESE PAYMENT PROVISIONS ARE ACCURATE.]
- Game Purchase. We may charge you for your access and use of the Game. If we charge You for the Game You will allow Universus or the Game Platform to store Your payment information and you may be redirected to a Game Platform store to purchase and pay for the Game. Any content purchased from a Game Platform store are subject to the respective terms of service and other policies of such Game Platform store. You agree that all information that You provide will be accurate, complete, and current. You agree to pay all charges, incurred by users of your credit card or other payment mechanism at the prices in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases.
- Refunds. We do not provide refunds for lack of usage or dissatisfaction.
- Third Party Fees. Our prices do not include any third party fees You incur in connection with accessing a Game, including, without limitation, fees charged by Your Internet access provider or Your mobile carrier (such as fees for text messaging and data charges will apply).
- YOUR SUBMISSIONS
- Submissions. If you post, upload, submit, transmit or otherwise share any messages or other content, information, images, photographs, pictures or other materials through the Game or provide any remarks, suggestions, ideas, feedback, graphics, or other information to us in connection with the Game (collectively, “Submissions“), you acknowledge that the Submissions are not confidential and you authorize us to use such Submissions without restriction and without payment to you. You are solely responsible for all Submission that You upload, post or otherwise transmit via the Game. You hereby grant us the perpetual, irrevocable, sublicenseable, transferable, assignable, fully paid-up, royalty-free, right and license to use Submissions for any commercial or other purpose whatsoever, without compensation to you or any other person. You are responsible for any Submissions, and you, not us, have full responsibility for the Submission, including its legality, reliability, and appropriateness. You hereby release, discharge, and agree to defend, indemnify, and hold us harmless from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of your Submissions, including, without limitation, any claims of infringement or violation of any intellectual property, moral, publicity, privacy or proprietary rights. We may (but will not be obligated to) use, and/or provide any attributions related to, any Submissions. We reserve the right to remove any Submissions you may post, upload, submit, transmit or otherwise share on or through the Game. By making any of your Submissions public, you hereby grant other users of the Game a perpetual, irrevocable, sublicenseable, transferable, assignable, fully paid-up, royalty-free, right and license to use Submissions for any commercial or other purpose whatsoever.
- Public Information. Please remember that any information and content disclosed publicly through the Game becomes public information, and You should exercise caution when deciding to disclose Your personal information and other content.
- NOTICES; MODIFICATION OF TERMS AND/OR SERVICES
- Notices. You agree that Universus may provide notice to You via email, regular mail, or posting notices or links to notices on the Universus website or through the Game.
- Modification of Terms and Services. Universus may update or change the terms, conditions, and notices for the Game, including these Terms from time to time. You understand that Universus reserves the right to make these changes and that You are responsible for regularly reviewing these terms, conditions, and notices. Continued access to or use of the Game after any such change constitutes Your consent to such change. Unless explicitly stated otherwise, any modifications to the Game will be subject to the Terms, as modified from time to time. Universus may also make changes to the Game (including content, product offerings and pricing) at any time and without notice. No modification of these Terms will be binding on Universus unless posted by Universus, or unless in writing and signed by a person authorized to act on behalf of Universus.
- Termination or Suspension of Services. Universus reserves the right, in its sole discretion, to modify, terminate or suspend Your access to the Game or any portion thereof at any time and for any reason, with or without notice. Universus will not be liable to You or any third party for any modification, suspension, or termination of the Game, or loss of related information.
- THIRD PARTY LINKS AND TRANSACTIONS
- Universus or its users may provide a link to other sites, including for advertising and promotional purposes, by allowing the user to access third-party material or by bringing the third-party material into Game site via “inverse” hyperlinks and framing technology (each a “Linked Website”). Universus has no control over the content on a Linked Website, and is not responsible for the operation of any Linked Website. Universus is offering these links to You as a convenience only, and the fact that Universus has provided or allowed a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers.
- Universus urges You to make sure You understand the risks associated with using, retrieving, or relying upon any information found on the internet before using, retrieving, or relying upon any such information from a Linked Website. Your correspondence or business dealings with, or participation in promotions of, advertisers or users other than Universus found on or through our Game are solely between You and such advertiser or other user. Universus will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any Linked Website.
- UNIVERSUS INTELLECTUAL PROPERTY
- All materials available through the Game and not provided by users of the Game are the property of Universus, its affiliated companies and/or third-party licensors, and are protected by copyrights, trademarks and other intellectual property rights. All trademarks, service marks, and trade names available through the Game are proprietary to Universus, or its affiliated companies and/or third-party licensors.
- Except as expressly authorized in writing by Universus, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Universus discloses to You. You must not remove, alter or obscure any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in any part of the Game, and You will reproduce and copy all such notices and legends on all copies of any part of the Game that You are permitted to make hereunder, if any. Any rights not expressly granted herein are reserved.
- Any software which may be downloaded through the Game for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
- INDEMNITY; DISCLAIMER OF REPRESENTATIONS AND WARRANTIES; RELEASE
- Indemnification. You will defend, indemnify and hold harmless us, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to by any third party relating to or arising out of Your Submissions, Your download, installation, or use of the Game (including the results of Your use thereof), or Your violation of these Terms. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not settle any claims and losses without, in each instance, the prior, written consent of a Universus officer.
- YOUR ACCESS TO, USE OF AND RELIANCE ON THE GAME IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE GAME IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. UNIVERSUS DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR THAT THE GAME OR THE RESULTS FROM YOUR USE OF THE GAME WILL BE CORRECT, ACCURATE, RELIABLE, TIMELY, AVAILABLE, SECURE, OR COMPLY WITH APPLICABLE LAWS OR OTHERWISE, OR THAT YOUR USE OF THE GAME WILL BE UNINTERRUPTED OR ERROR FREE.
- UNIVERSUS DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (1) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE GAME BY ANY PARTY, OR (2) ANY CONTENT PROVIDED ON OR CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM LINKED WEBSITES.
- Some jurisdictions do not allow disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimer may not apply.
- You will not hold us liable for the content, actions, or inactions of other users or any service provider, carrier, advertiser, or Game Platform. In consideration of Your access to the Game, You hereby release us (and our affiliates and ours and their officers, directors, shareholders, agents, subsidiaries and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more users, or any service provider, carrier, advertiser, or Game Platform, regardless of whether or not we become involved in such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “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.” If you are reside in another jurisdiction, you waive any comparable statute or doctrine.
- HEALTH AND SAFETY WARNINGS
- Please be aware that there are some inherent risks in using virtual reality headsets and playing virtual reality games. Please read and follow all health and safety warnings for the virtual reality headset that you are using. Although the Game is designed to assist you with certain medical conditions it is not a substitute for medical advice and Universus is not a medical provider. YOUR USE OF THE GAME IS SOLELY AT YOUR OWN RISK.
- LIMITATION OF LIABILITY
- UNIVERSUS IS NOT LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE GAME BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO UNIVERSUS OR CONTENT OR SERVICES ACCESSED THROUGH THE GAME.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNIVERSUS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS, ARE NOT LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UNIVERSUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE GAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE GAME; OR (E) ANY OTHER MATTER RELATING TO THE GAME.
- UNIVERSUS’S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THE SERVICES IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID FOR YOUR USE OF THE GAME IN THE 12 MONTHS PRECEDING THE CLAIM, AND (B) $100. YOU MAY NOT BRING ANY ACTION, SUIT OR PROCEEDING AGAINST US MORE THAN ONE YEAR FOLLOWING THE DATE UPON WHICH THE CLAIM FIRST AROSE.
- THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN OUR AUTHORIZED REPRESENTATIVE OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES, PROVIDED THAT THIS LIMITATION OF LIABILITY DOES NOT APPLY IF WE ARE EITHER GROSSLY NEGLIGENT OR ENGAGE IN INTENTIONAL MISCONDUCT. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental or consequential damages, portions of the above limitations or exclusions may not apply.
- PRIVACY AND PERSONAL INFORMATION
- NOTICE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
- Universus will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA“). Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the following Designated Agent for the Services:
- Universus Corp. [Universus: you must register an designated agent with the U.S. Copyright office in order to receive protection under the DMCA.]
Attn: [NAME] [EMAIL CONTACT]
- For clarity, only DMCA notices should go to the Designated Agent. Any other feedback, comments, requests for technical support, and other communications should be directed to Universus customer service through [EMAIL CONTACT FOR CUSTOMER SERVICE].
- To be effective, the notification must include the following (please consult Your legal counsel or see Section 512(c)(3) of the DMCA to confirm these requirements):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please also note that the information provided pursuant to this notice may be forwarded to the person who provided the allegedly infringing content.
- How to Make a Counter Notification. If you are a registered user of our services and you feel that material that you have placed online and that has been removed following an infringement complaint is in fact NOT an infringement, you may file a counter notification. Section 512 (g)(3) of the DMCA requires that, to be valid, the counter notification must be written and addressed to our Designated Agent (listed above) and must provide the following information:
- A physical or electronic signature of the subscriber;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under or an agent of such person.
Our Designated Agent will present your counter notification to the person who filed the infringement complaint. Once your counter notification has been delivered, we are allowed under the provisions of Section 512 to restore the removed material in not less than ten or more than fourteen days, unless the complaining party serves notice of intent to obtain a court order restraining the restoration.
If you do not comply with all of the requirements of this section, your DMCA notice or counter notification may not be valid. Only DMCA notices and counter notifications should go to our Designated Agent.
It is our policy to terminate, under appropriate circumstances, any accounts of individuals who are repeat copyright infringers, and reserves the right, in its sole discretion, to terminate any access by individuals for actual or apparent copyright infringement.
- APPLICABLE LAW
- These Terms, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to these Terms, or the negotiation, execution or performance of these Terms (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with these Terms or as an inducement to enter into these Terms), will be governed by, and enforced in accordance with, the internal laws of the state of California, including its statutes of limitations and repose, but without regard to any borrowing statute that would result in the application of the statute of limitations or repose of any other jurisdiction. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. Subject to the provisions of Section 14 (Agreement to Arbitrate) below, You and Universus agree to submit to the personal and exclusive jurisdiction of the state courts located within San Francisco County, U.S.A. and the federal courts of the Northern District of California.
- Universus makes no representation that the content available through the Game is appropriate for access outside of the United States. Those who choose to access the Game from outside the United States do so at their own initiative and are responsible for compliance with local laws.
- Although the Game may be accessible worldwide, it is not accessible to all persons or in all geographic locations. Universus reserves the right to limit, in its sole discretion, the provision of any Game to any person or geographic area it so desires. Any offer for any Game provided by Universus is void where prohibited.
- Agreement to Arbitrate
By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against any us on an individual basis in arbitration, as set forth in this Agreement to Arbitrate, provided, however, that you have the right to litigate any dispute in small claims court, if all the requirements of the small claims court, including any limitations on jurisdiction and the amount at issue in the dispute, are satisfied. You agree to bring a dispute in small claims court in San Francisco County, U.S.A. This will preclude you from bringing any class, collective, or representative action against us, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against us by someone else. If you have any dispute with us, you must first give us an opportunity to resolve the dispute by sending a written description of your claim to us at [Universus: please enter your contact information]. The notice must (a) include your name, residence address, and the email address and/or mobile telephone number associated with your account; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. We each agree to negotiate our claims against each other in good faith. If you and we cannot reach an agreement to resolve the claim within 90 days after we receive such notice, then either party may, as appropriate in accordance with this Section 14, commence an arbitration proceeding or file a claim in court as permitted under these Terms. You and we agree that any dispute must be commenced or filed within one year after such claim arose; otherwise, the dispute is permanently barred.
- You and we agree that any claim or dispute at law or equity arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof; or (b) your access to or use of the Game at any time, whether before or after the date you agreed to these Terms will be resolved in accordance with the Agreement to Arbitrate provisions set forth in this Section 14. Please read this information carefully. Among other things it:
- Affects your rights and will impact how claims you and we have against each other are resolved; and
- Includes a prohibition of class and representative actions and non-individualized relief pursuant to which you agree to waive your right to participate in a class action, representative, collective, or consolidated lawsuit against us.
- Disputes. If a dispute arises between us, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Any and all disputes or claims arising out of or relating to (a) this these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof; or (b) your access to or use of the Game at any time, whether before or after the date you agreed to these Terms, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, will be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted. The arbitrator(s) also must follow the terms of these Terms as a court would. The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) will not be bound by rulings in prior arbitrations involving different users of the Game but is/are bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law. This Agreement affects interstate commerce and the Federal Arbitration Act and Federal Arbitration Law apply. There is no judge or jury in arbitration, and court review of an arbitration award is limited. All issues are for the arbitrator(s) to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the prohibition of class and representative actions and non-individualized relief as noted above, shall be for a court of competent jurisdiction to decide. The parties will mutually agree on a single arbitrator. If the parties cannot mutually agree, the arbitrator will be appointed by the American Arbitration Association (“AAA”). The arbitration will be conducted in accordance with the commercial arbitration rules of AAA and in San Francisco, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
- Confidentiality in Arbitration. The arbitrator, we, and you shall maintain the confidentiality of any proceedings, including but not limited to, any and all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator has the authority to make appropriate rulings to safeguard that confidentiality, unless the law provides to the contrary.
- Prohibition of Class and Representative Actions and Non-Individualized Relief. Any controversy or claim between us will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. Unless both you and we agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, collective, or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect any of our other users.
- Injunctive Relief. Either you or us may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of you and us pending the completion of arbitration. You agree that material breach of certain provisions in this Agreement will result in irreparable harm to us and damages would be an inadequate remedy. Therefore, in addition to our rights and remedies otherwise available at law, we will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if we seek such an injunction.
- Arbitration Costs and Damages. Each party will bear one-half of the arbitration fees and costs incurred through The party that does not prevail shall pay all of the costs and expenses of such arbitration, and each party shall separately pay its respective counsel fees and expenses. The arbitrator will not have the power to award damages in excess of the limitation on actual, compensatory, and direct damages set forth in these Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages.
- GENERAL TERMS
- Assignment. You must not assign or otherwise transfer the Terms or any right granted hereunder. Any attempted assignment or transfer of these Terms or any rights or obligations hereunder in violation of the preceding sentence will be void. We may freely assign or otherwise transfer these Terms, or any of our rights or obligations hereunder, without notice to or consent from you. Subject to the foregoing, these Terms will be binding on the parties and their respective successors and assigns.
- Export. Services derived or obtained from Universus may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or Your local laws; (b) not use Game derived or obtained from Universus to design, develop or produce missile, chemical, biological, or nuclear weaponry; and (c) not provide services, content, or products derived or obtained from the Game to prohibited countries and entities identified in the U.S. export regulations.
- Survival. Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms, including the rights and licenses You grant to us under these Terms, as well as to the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and agreement to arbitrate.
- Waiver. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. No waiver of any provision of these will be effective against us unless made in writing and signed by an officer of our company.
- Severability. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
- Disclosure. Universus reserves the right at all times to disclose any information as Universus deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Universus’s sole discretion.
- Electronic Communications. By using our service, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
Electronic Documents. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.