The Walking Dead: Saints & SinnersTM END USER LICENSE AGREEMENT
Effective as of September 30, 2022.
Acceptance of Agreement
Welcome to The Walking Dead: Saints & SinnersTM game, operated by Skydance Interactive, LLC, a Delaware limited liability company (“Skydance”, “we” or “us”). The following terms and conditions, together with any documents they incorporate by reference (collectively, this “Agreement”), govern your access and use of The Walking Dead: Saints & SinnersTM client software (the “Game”). Please read this Agreement carefully before you start to use the Game.
By clicking “I accept” below and/or accessing the Game, you accept and agree to be bound and abide by this Agreement and the additional terms and conditions specified herein, and to comply with all applicable laws, rules and regulations (collectively, “Applicable Law”). If you do not agree to all terms and conditions of this Agreement, you must not access the Game.
NOTE THAT THE “BINDING ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE, WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND SKYDANCE UNDER THIS AGREEMENT TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT, AND THAT YOU AND SKYDANCE WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE READ THE ARBITRATION PROVISION CAREFULLY. BY ACCESSING THE GAME AND ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE ARBITRATION PROVISION.
Changes to Agreement and Game
We may revise and update this Agreement from time to time in our sole discretion by posting the updated Agreement on our website. The updated terms apply to you immediately upon their posting and the prior version of the Agreement will no longer apply. You are responsible for periodically reviewing this Agreement for updates. If you decline to accept a new version of this Agreement or cannot comply with its terms, you will no longer be permitted to use the Game.
We may change, modify, suspend, or discontinue any aspect of the Game at any time, including removing or revising items for any purpose. We may also impose limits on certain features or restrict your access to parts or all of the Game without notice or liability.
Before using the Game, you may need to register an account (an “Account”) with Oculus (“Oculus”), Steam (“Steam”), or PlayStation (“PlayStation”) via their applicable websites (each, a “Platform”). By registering an Account with a Platform, you are agreeing to all terms and conditions of use and privacy policies set forth or amended by such Platform, which Skydance has no control over. You acknowledge that Skydance is not responsible for any Platform or your use thereof. You agree that you are responsible for unauthorized access to the Game through your Account.
Skydance does not collect information from either Platform that can be used to identify you. Skydance collects anonymized data, which is aggregated after the point of collection, such as game statistics and crash reports, to improve the Game and Skydance technology, and to compile statistical and performance information related to the provision and operation of the Game. If you access the Game via Steam, Skydance may have access to your Steam ID, with no additional data connecting the Steam ID to you.
Subject to your compliance with this Agreement, Skydance grants you a non-sublicensable and non-exclusive license to use the Game as follows:
- You may install the Game on one or more computers or headsets under your legitimate control; and
- You may access the Game for your personal and non-commercial entertainment purposes only, unless specifically allowed under the terms of this Agreement.
We may revoke your license to use the Game if you violate, or assist others in violating, the license limitations set forth below. You agree that you will not, in whole or in part or under any circumstances, do the following:
- Transfer your rights and obligations to access the Game;
- Copy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on or related to the Game;
- Create, use, offer, advertise, make available and/or distribute the following or assist therein:
– Cheats: i.e. methods, not expressly authorized by Skydance, influencing and/or facilitating the gameplay, including exploits of any in-game bugs, and thereby granting you and/or any other user an advantage over other players not using such methods;
– Bots: i.e. any code and/or software, not expressly authorized by Skydance, that allows the automated control of the Game and/or any component or feature thereof, e.g. the automated control of a character in the Game;
– Hacks: i.e. accessing or modifying the software of the Game in an manner, not expressly authorized by Skydance; and/or
– Any code and/or software, not expressly authorized by Skydance, that can be used in connection with the Game and/or any component or feature thereof which changes and/or facilitates the gameplay.
- Exploit, in their entirety or individual components, the Game for any purpose not expressly authorized by Skydance, including, without limitation (i) playing the Game(s) at commercial establishments; (ii) gathering in-game currency, items, or resources for sale outside of the Game; (iii) performing in-Game services, like power-leveling, in exchange for payment; or (iv) communicating or facilitating (by text, live audio communications, or otherwise) any commercial advertisement, solicitation or offer through or within the Game;
- Use third party software that intercepts, collects, reads, or “mines” information generated or stored by the Game; provided, however, that Skydance may, at its sole and absolute discretion, allow the use of certain third party user interfaces;
- Create, utilize or transact in any in-Game item created or copied by exploiting a design flaw, undocumented problem, or program bug in the Game;
- Host, provide, or develop matchmaking services for the Game, or intercept, emulate, or redirect the communication protocols used by Skydance in any way, for any purpose, including without limitation, unauthorized play over the Internet, network play (except as expressly authorized by Skydance), or as part of content aggregation networks;
- Facilitate, create, or maintain any unauthorized connection to the Game including without limitation: (i) any connection to any unauthorized server that emulates, or attempts to emulate, the Game; and (ii) any connection using third party programs or tools not expressly authorized by Skydance;
- Attempt to sell, sublicense, rent, lease, grant a security interest in, or otherwise transfer any copy of the Game or your rights to the Game to any other party in any way not expressly authorized herein;
- Disrupt or assist in the disruption of: (i) any computer used to support any Game environment; or (ii) any other player’s Game experience; and/or
- Use the Game to violate any Applicable Laws.
Also prohibited are all of the following uses of the Game:
- For the purpose of exploiting, harming, or attempting to exploit or harm any person in any way, including minors by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
- To impersonate or attempt to impersonate Skydance, a Skydance employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or user names associated with any of the foregoing);
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Game, or which, as determined by us, may harm Skydance or others accessing the Game, or expose them to liability;
- To use the Game in any manner that could disable, overburden, damage, or impair a Platform or interfere with any other party’s ability to access the Game, including their ability to engage in real time activities within the Game;
- To use any robot, spider, or other automatic device, process, or means to access the Game for any purpose, including monitoring or copying any of the material on the Game;
- To use any manual process to monitor or copy any of the material on the Game or for any other unauthorized purpose without Skydance’s prior written consent;
- To use any device, software, or routine that interferes with the proper working of the Game;
- To introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful, or otherwise attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Game;
- To purchase, sell, gift, or trade, or offer to purchase, sell, gift, or trade, your Account, in order to transfer progress made within the Game;
- To attack the Game within a Platform via a denial-of-service attack or a distributed denial-of-service attack; and/or
- To otherwise attempt to interfere with the proper working of the Game.
Intellectual Property Rights
The Game and all contents, features, and functionality contained therein, are owned by Skydance, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, tradesecret, and other intellectual property or proprietary rights laws. Without limiting the foregoing, the following components are owned or licensed by Skydance:
- All virtual content appearing within the Game, including, visual components, narrations, themes, storylines, characters, items, currency, data and communications, sounds and music, recordings, replays, computer code and software, titles, and all other original works of authorship contained in the Game; and
- All Moral Rights that relate to the Game, such as the right of attribution, and the right to the integrity of certain original works of authorship.
This Agreement permits you to use the Game for your personal, non-commercial use only. Unless explicitly permitted within the Game, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material within the Game. You must not access or use for any commercial purposes any part of the Game or any services or materials available through the Game. If you violate Skydance’s intellectual property rights in breach of this Agreement, your right to use the Game will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest, monetary or otherwise, in or to the Game or any content within the Game is transferred to you, and all rights not expressly granted are reserved by Skydance. Skydance’s names and all related names, logos, product and service names, designs, and slogans are trademarks of Skydance or its affiliates or licensors. You must not use any such content or marks without the prior written permission of Skydance. Any use of the Game not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.
Skydance is based in the United States. We make no claims that the Game or any of its content is lawful, accessible, or appropriate outside of the United States. If you access the Game from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
YOUR USE OF THE GAME IS AT YOUR OWN RISK. THE GAME IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SKYDANCE NOR ANY PERSON ASSOCIATED WITH SKYDANCE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE GAME. WITHOUT LIMITING THE FOREGOING, NEITHER SKYDANCE NOR ANYONE ASSOCIATED WITH SKYDANCE REPRESENTS OR WARRANTS THAT THE GAME, ITS CONTENT, OR ANY PLATFORM OR ITEMS OBTAINED THROUGH A PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE GAME OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE GAME OR ANY CONTENT OR ITEMS OBTAINED THROUGH THE GAME WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SKYDANCE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THEFOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or a Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF A PLATFORM, GAME, OR ITEMS OBTAINED THROUGH A PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, INCLUDING THE DOWNLOAD OF THE GAME.
Limitation on Liability
IN NO EVENT WILL SKYDANCE, ITS AFFILIATES, RELATED PARTIES, ADVERTISERS OR SPONSORS, ORTHEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE GAME OR A PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Skydance, its affiliates, related parties, advertisers and sponsors, licensors and service providers, and its and their respective directors, officers, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any and all demands, claims, proceedings, actions, judgments, damages, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees), and other liabilities arising out of or relating to your violation of this Agreement or your use of the Game including, but not limited to, any use of a Platform, other than as expressly authorized in this Agreement, or your use of any information obtained from the Game. If you are prohibited by law from entering into the indemnification obligation herein, then you assume, to the extent permitted by law, all liability for all demands, claims, proceedings, actions, judgments, damages, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) that are the stated subject matter of the indemnification obligation herein.
Binding Arbitration and Class Action Waiver
PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings. Neither you nor Skydance will seek to have a Dispute, as defined herein, heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity.
You agree to arbitrate, as provided below, all Disputes between you and Skydance (including any related Disputes involving Skydance’s subsidiaries or affiliates), that are not resolved informally. A “Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and Skydance concerning the Game or this Agreement, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and Skydance empower the arbitrator with the exclusive authority to resolve any Dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including the arbitrability of any Dispute and any claim that all or any part of this Agreement is void or voidable.
The only exceptions to this Arbitration Agreement are that each of you and Skydance: (a) retains the right to sue in small claims court; and (b) may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights and (c) may bring suit to enforce an arbitration award granted in accordance with this Arbitration Agreement.
A. In the event of a Dispute, you or Skydance must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, the facts giving rise to the Dispute, and the relief requested. You must send any notice of dispute to Skydance Interactive, LLC, 2900 Olympic Blvd., Santa Monica, CA 90404 USA, Attn: Legal Department. We will send any notice of dispute to you at the contact information we have for you. You and Skydance will attempt to resolve a Dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After that sixty (60) day period and not before, you or we may commence an arbitration proceeding. You may instead litigate a Dispute in small claims court if the Dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.
B. If you and Skydance do not resolve a Dispute by informal negotiation or in small claims court, the Dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com. The arbitration shall be conducted by a single, neutral arbitrator, and if you and Skydance cannot agree on who that single arbitrator will be, the arbitrator will be appointed pursuant to the JAMS Rules. Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Los Angeles, California. You and Skydance agree to submit to the exclusive jurisdiction of the federal or state courts located in Los Angeles, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In the event that either party initiates a proceeding involving any Dispute other than in accordance with this Agreement, the other party shall recover all attorneys’ fees and expenses reasonably incurred in enforcing this Agreement. The arbitrator may award damages individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
In accordance with the JAMS Rules, the party initiating the arbitration (either you or Skydance) is responsible for paying the filing fee. However, if the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, we will reimburse you for the filing fees you incurred. If the arbitrator, at the request of the winning party, finds that the losing party brought a claim or asserted a defense frivolously or for an improper purpose, then regardless of the amount in dispute, the arbitrator must order the losing party to pay both sides’ arbitration fees and may order the losing party to pay the winning party’s reasonable attorneys’ fees, unless such an award of fees is prohibited by Applicable Law.
Governing Law; Jurisdiction; Venue
Use of the Game, including, without limitation, any controversy, claim, or Dispute arising out of or relating in any way to your use of the Game and/or this Agreement shall be governed by the laws of the State of California without respect to its choice (or conflict) of law rules. Any claim or cause of action you may have with respect to Skydance must be commenced within 1 year after the claim or cause of action arose.
Waiver and Severability
No waiver by Skydance of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Skydance to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise expressly provided herein, if any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
Additional Terms & Conditions
Your Comments and Concerns
All feedback, requests for technical support and other communications relating to the Game (collectively, “Comments”) should be directed to: SDISupport@Skydance.com. If you provide Skydance with any Comments, you hereby grant Skydance a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, transferable, sublicensable license to reproduce, distribute, modify, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit those Comments for any purposes, for all current and future methods and forms of exploitation in any country. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert all such rights, as permitted by the applicable jurisdiction. You understand and agree that Skydance is not required to make any use of any Comments that you provide. You agree that if Skydance makes use of your Comments, Skydance is not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Comments that you provide to Skydance to grant Skydance and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights.