YOU SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT (THE “AGREEMENT”) BEFORE INSTALLING THE TABLETOPIA.COM CLIENT OR USE THE TABLETOPIA.COM SERVICE. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL THIS SOFTWARE PROGRAM NOR ACCESS THE TABLETOPIA.COM SERVICE.
Thank you for your interest in Tabletopia, Inc.’s service (the “Service”), provided via website TABLETOPIA.COM and/or TABLETOPIA.COM client software and/or TABLETOPIA.COM software applications, and TABLETOPIA’s interactive games (“Games”). This Agreement sets forth the terms and conditions under which you are licensed to install and/or use the Service, TABLETOPIA.COM client software (“TABLETOPIA.COM Client”) and all TABLETOPIA.COM software applications (“TABLETOPIA.COM Application”) to obtain access to the Service, and use Games on the Service provided to you by Tabletopia, Inc. (“TABETOPIA” or “we”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO INSTALL, COPY, USE the TABLETOPIA.COM Client, TABLETOPIA.COM APPLICATION OR USE THE TABLETOPIA.COM.
1. The TABLETOPIA.COM Account
To use the Service, you must register an account on the Service (an “Account”). Creation and use of Accounts are subject to the following terms and conditions:
2. Grant of License
If you accept and comply with the terms of this Agreement, TABLETOPIA will grant and you will receive a non-sublicensable and non-exclusive license to use the TABLETOPIA.COM client, the Service and Games subject to the “License Limitations”, set forth in Section 3 below, as follows:
3. License Limitations
You agree that you will not, in whole or in part or under any circumstances, do the following:
3.1. Derivative Works: Copy or reproduce, translate, reverse, engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on or related to the TABLETOPIA.COM Client, Service, or Games;
3.2. Cheating: Create, use, offer, advertise, make available and/or distribute the following or assist therein:
3.3. Data “Mining”: Use third-party software that intercepts, collects, reads, or “mines” information generated or stored by the TABLETOPIA.COM Client, Service or the Game(s); provided, however, that TABLETOPIA may, at its sole and absolute discretion, allow the use of certain third-party user interfaces;
3.4. “Duplicated Items”: Create, utilize or transact in any in-game item created or copied by exploiting a design flaw, undocumented problem, or program bug in the Service or the Game(s);
3.5. Unauthorized Matchmaking: Host, provide or develop matchmaking services for the Game(s) or intercept, emulate or redirect the communication protocols used by TABLETOPIA in any way, for any purpose, including without limitation unauthorized play over the internet, network play (except as expressly authorized by TABLETOPIA), or as part of content aggregation networks;
3.6. Unauthorized Connections: Facilitate, create or maintain any unauthorized connection to the Service or the Game(s) including without limitation (i) any connection to any unauthorized server that emulates, or attempts to emulate, the Service; and (ii) any connection using third-party programs or tools not expressly authorized by TABLETOPIA;
3.7. Transfers: Attempt to sell, sublicense, rent, lease, grant a security interest in or otherwise transfer any copy of the Game(s) or your rights to the Game(s) to any other party in any way not expressly authorized herein;
3.8. Disruption: Disrupt or assist in the disruption of (i) any computer used to support the Service or any Game environment; or (ii) any other player’s Game experience. ANY ATTEMPT BY YOU TO DISRUPT THE SERVICE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY GAME MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.
4. Service Features
4.1. TABLETOPIA.COM Account:
4.2. Advertising: TABLETOPIA’s Games and the Service may incorporate third-party technology that enables advertising on the Service and/or in certain Games playable on the Service, which may be downloaded temporarily to your personal computer and replaced during online game play. As part of this process, TABLETOPIA and/or its authorized third party advertisers may collect standard information that is sent when your personal computer connects to the Internet including your Internet protocol (IP) address.
5. Game Features
5.1. Community Tournaments: In order to support local e-sports tournament activities, TABLETOPIA hereby grants you a limited, revocable license and right to organize and host small, community tournaments, or a series of tournaments utilizing certain Games (“Community Tournaments”) subject to your compliance with the following conditions:
6. TABLETOPIA’s Ownership
6.1. TABLETOPIA is the owner or licensee of all right, title, and interest in and to the TABLETOPIA.COM Client, the TABLETOPIA.COM Application, the Service, the Games, Accounts, and all of the features and components thereof. The Service or the Games may contain materials licensed by third-parties to TABLETOPIA, and these third-parties may enforce their ownership rights against you in the event that you violate this Agreement. The following, without limitation, are owned or licensed by TABLETOPIA:
6.2. All Accounts. Note that TABLETOPIA owns all Accounts, and that all use of an Account shall inure to TABLETOPIA’s benefit. TABLETOPIA does not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, or offer to purchase, sell, gift, or trade any Account, and any such attempt shall be null and void and may result in the forfeiture of the Account;
6.3. All Moral Rights that relate to the Service or a Game, including Custom Games, such as the right of attribution, and the right to the integrity of certain original works of authorship;
6.4. The right to create derivative works, and as part of this Agreement, you agree that you will not create any work based on the Service or the Games, except as expressly set forth in this Agreement or otherwise by TABLETOPIA in certain contest rules or addendum to this Agreement.
7. Content Uploaded to the TABLETOPIA Workshop
7.1. Some Games or applications available on the Service ("Workshop-Enabled Apps") allow you to create User Generated Content based on or using the Workshop-Enabled App, and to submit that User Generated Content (a “Workshop Contribution”) to TABLETOPIA.COM site and/or TABLETOPIA.COM Application and/or TABLETOPIA.COM Client (“Workshop pages”). Workshop Contributions can be viewed by the TABLETOPIA community, and for some categories of Workshop Contributions users may be able to interact with, download or purchase the Workshop Contribution. In some cases, Workshop Contributions may be considered for incorporation by TABLETOPIA or a third-party developer into a Game.
7.2. You grant TABLETOPIA the worldwide, non-exclusive, right to use, reproduce, modify, create derivative works from, distribute, transmit, transcode, translate, broadcast, and otherwise communicate, and publicly display and publicly perform, your Workshop Contribution, and derivative works of your Workshop Contribution in connection with the operation and promotion of the Service, TABLETOPIA.COM account, TABLETOPIA.COM site, TABLETOPIA.COM Client and TABLETOPIA.COM Application. This license is granted to TABLETOPIA for the entire duration of the intellectual property rights and may be terminated if TABLETOPIA is in breach of the license and has not cured such breach within fourteen (14) days from receiving notice from you sent to the attention of the TABLETOPIA. The termination of said license does not affect the rights of any sub-licensees pursuant to any sub-license granted by TABLETOPIA prior to termination of the license. TABLETOPIA is the sole owner of the derivative works created by TABLETOPIA from your Workshop Contribution, and is therefore entitled to grant licenses on these derivative works.
7.3. If you provide TABLETOPIA with any feedback or suggestions about TABLETOPIA, the Service and Games, or any TABLETOPIA products or services, TABLETOPIA is free to use the feedback or suggestions however it chooses, without any obligation to account to you.
7.4. TABLETOPIA is not obligated to use, distribute, or continue to distribute copies of any Workshop Contribution and reserves the right, but not the obligation, to restrict or remove Workshop Contributions for any reason.
7.5. Specific Workshop-Enabled Apps or Workshop pages may contain special terms (“App-Specific Terms”) that supplement or change the terms set out in this Section. Unless otherwise specified in App-Specific Terms (if any), the following general rules apply to Workshop Contributions:
8.1. As a Subscriber you may obtain access to certain services, software and content available to subscribers. The TABLETOPIA.COM Client & Software and any other software, content, and updates you download or access via the Service, TABLETOPIA.COM, TABLETOPIA.COM Client & Software, including but not limited to the Games and in-game content, and Workshop Contribution you trade, sell or purchase are referred to in this section of the Agreement as “Content and Services”; the rights to access and/or use any Contents and Services are referred to in this Agreement as "Subscriptions".
8.3. In some cases, TABLETOPIA may offer a free Subscription to certain services, software and content. As with all Subscriptions, you are always responsible for any Internet service provider, telephone, and other connection fees that you may incur when using the Service, even when TABLETOPIA offers a free Subscription.
9. Promotions and Endorsements
If you use TABLETOPIA services to promote or endorse a product, service or event in return for any kind of consideration from a third party (including non-monetary rewards such as free games), you must clearly indicate the source of such consideration to your audience.
10. Representations and Warranties
You represent and warrant to us that you have sufficient rights in all User Generated Content to grant TABLETOPIA and other affected parties the licenses described under Section 7 above or in any license terms specific to the applicable Workshop-Enabled App or Workshop page. This includes, without limitation, any kind of intellectual property rights or other proprietary or personal rights affected by or included in the User Generated Content. In particular, with respect to Workshop Contributions, you represent and warrant that the Workshop Contribution was originally created by you (or, with respect to a Workshop Contribution to which others contributed besides you, by you and the other contributors, and in such case that you have the right to submit such Workshop Contribution on behalf of those other contributors).
You furthermore represent and warrant that the User Generated Content, your submission of that Content, and your granting of rights in that User Generated Content does not violate any applicable contract, law or regulation.
11. Consent to Monitor
WHEN RUNNING, the TABLETOPIA.COM Client and/or A GAME MAY MONITOR YOUR COMPUTER'S RANDOM ACCESS MEMORY (RAM) FOR UNAUTHORIZED THIRD PARTY PROGRAMS RUNNING CONCURRENTLY WITH THE TABLETOPIA.COM Client and/or GAME. AN "UNAUTHORIZED THIRD PARTY PROGRAM" AS USED HEREIN SHALL BE DEFINED AS ANY THIRD PARTY SOFTWARE PROHIBITED BY SECTION 3 ABOVE. IN THE EVENT THAT THE TABLETOPIA.COM Client and/or TABLETOPIA.COM Software and/or GAME DETECTS AN UNAUTHORIZED THIRD PARTY PROGRAM, (a) THE TABLETOPIA.COM Client and/or TABLETOPIA.COM Software and/or GAME MAY COMMUNICATE INFORMATION BACK TO TABLETOPIA, INCLUDING WITHOUT LIMITATION YOUR ACCOUNT NAME, DETAILS ABOUT THE UNAUTHORIZED THIRD PARTY PROGRAM DETECTED, AND THE TIME AND DATE; AND/OR (B) TABLETOPIA MAY EXERCISE ANY OR ALL OF ITS RIGHTS UNDER THIS AGREEMENT, WITH OR WITHOUT PRIOR NOTICE TO YOU.
12. Limited Warranty
FOR RESIDENTS OF THE EUROPEAN UNION THE WARRANTIES APPLY AS PER APPLICABLE STATUTARY LAW. FOR ANY RESIDENTS OUTSIDE THE EUROPEAN UNION THE FOLLOWING APPLIES: THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TABLETOPIA DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE GAME CLIENT OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
If you are a resident of Australia, the benefits provided to you by this Limited Warranty are in addition to other rights or remedies you may have under local laws related to the goods to which the warranty applies. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. The provisions of this clause containing the Limited Warranty and the clause containing the Limitation of Liability and Indemnity below apply only to the extent permitted by the Competition and Consumer Act 2010 (Cth). The entitlement to a replacement or a refund for a major failure is not subject to TABLETOPIA’s option.
13. Limitations of Liability
13.1. TABLETOPIA is liable in accordance with statutory law (i) in case of intentional breach, (ii) in case of gross negligence, (iii) for damages arising as result of any injury to life, limb or health or (iv) under any applicable product liability act. Gross negligence refers to an action or omission of significant carelessness, demonstrating a clear disregard of one’s basic duties.
13.2. B Without limiting the foregoing, you agree and acknowledge that TABLETOPIA is only liable for slight negligence in case of a breach of a material contractual obligation. Material contractual obligation means any obligation (i) which is necessary for the fulfillment of the Agreement, (ii) the breach of which would jeopardize the purpose of the Agreement and (iii) the compliance with which one may generally trust in. In such cases, the liability will be limited to the typical and foreseeable damages. Slight negligence means any negligence which is not gross negligence.
TABLETOPIA may, from time to time, change or modify this Agreement as the Service, the Games, and the law evolves. In this case TABLETOPIA will notify you of any such changes or modifications by providing special notice. If you do not object to the amended Agreement within one (1) month following the special notice, your continued use of the Service will mean that you accept the amended Agreement. With the special notice TABLETOPIA will remind you that your continued use after the expiration of one (1) month following the special notice means that you accept any and all changes. Those changes or modifications will not affect essential characteristics of the service.
16. Term and Termination
This Agreement is effective upon your creation of an Account, and shall remain in effect until for a reasonable period of time. In the event that TABLETOPIA chooses to cease providing the Service or a Game, or license to a third party the right to provide the Service, TABLETOPIA shall provide you with no less than three (3) months prior notice.
17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of California, United States of America.
18.1. Assignment. TABLETOPIA may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent, as long as the assignment does not reduce your rights under this Agreement. You may not assign this Agreement without TABLETOPIA’s prior written consent, and any unauthorized assignment by you shall be null and void.
18.2. Severability. If any part of this Agreement is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of this Agreement shall be given full force and effect.
18.3. Attorneys' Fees. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
18.4. No Waiver. Our failure to enforce any provision of the Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of the Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
18.5. Force Majeure. TABLETOPIA shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of TABLETOPIA, such as natural disasters, unforeseen intrusions into our cyberspace, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods or accidents.
18.6. Equitable Remedies. You hereby agree that TABLETOPIA would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of the Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
19.1. If to TABLETOPIA. All notices given by you under this Agreement shall be in writing and addressed to: TABLETOPIA INC. 490 POST ST. STE 526 SAN FRANCISCO, CA 94102.
19.2. If to You. All notices given by TABLETOPIA under this Agreement shall be given to you either through written notice, email, or website blog post.