PLEASE READ THESE TERMS OF USE AGREEMENT (“TERMS OF USE” OR “AGREEMENT“) CAREFULLY. BY PARTICIPATING IN THE GAME, OR BY USING THE WEBSITE AND RELATED WEBPAGES (THE “WEBSITE”), YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT DO NOT PARTICIPATE IN THE GAME OR USE THE WEBSITE.
You are responsible for any Internet connection fees that you incur when accessing the Service.
These Terms of Use together with any applicable End User Licensing Agreements (“EULA”), Privacy Policy (as defined below), as any of the foregoing may be amended from time to time, together with any posted rules or instructions regarding a particular activity, poll, or other offering (all such terms hereafter collectively “Overall Terms”), govern your use of the Website, your participation in the apps and the games (the “Games”) and any other product, online service or web site (individually and collectively “Cerberus Services”) offered by Cerberus, or any of its subsidiaries and affiliates (collectively, “Cerberus”). You agree to check the Website periodically for new information and terms that govern your use of Cerberus Services. Cerberus may modify the Overall Terms at any time. Cerberus will inform you about such revisions by email and/or by a notice on the Website’s home page and/or during log in. Unless indicated otherwise, such revisions affecting existing Cerberus Services shall be effective at the earlier of your acceptance, or thirty (30) days after posting at www.cerberusteam.com Terms for new Cerberus Services are effective immediately upon posting.
II. Privacy & Data Collection
Your privacy is important to us. Please read Cerberus’s privacy policy (“Privacy Policy”) carefully for information relating to Cerberus’s collection and use of personal information. You can find the Privacy Policy at www.cerberusteam.com/privacy.
You understand, acknowledge and agree that public communications on Cerberus Services are not private or confidential, and may be viewed and used by others accessing the Cerberus Services.
III. Account
A. Opening & Maintaining Account
While some Cerberus Services may be generally accessed by the public, certain aspects of the Website and the use of certain Cerberus Services requires you to create an account (the “Account”).
Only “natural persons,” as opposed to any kinds of legal entities (e.g., corporations, limited liability companies, and/or partnerships), shall have the privilege of establishing an Account. By entering into this Agreement and creating an Account, you represent that you are an adult and have the legal capacity to enter into a contract in the jurisdiction where you reside. You agree to comply with this Agreement on behalf of yourself and, at your discretion, any minor children for whom you are the parent or legal guardian and whom you have authorized to play the Game using your Account. You further agree that you are entirely liable for all activities conducted through your Account, and are responsible for ensuring that you and/or your child is aware of, understands, and complies with the terms of this Agreement and any and all other Overall Terms.
To create an Account, you must have an email address, and provide truthful and accurate information. Please note that in utilizing certain areas of the Website (e.g. purchasing certain merchandise), you will be requested to provide additional information such as your name, full address and in some cases, payment information. You must be eligible to use the Cerberus Service for which you are registering. Some Cerberus Services require the creation of a “user name” or a “persona.” User names and personas are tied to your Account. You may not use a user name or persona that is used by someone else, is vulgar or offensive, or otherwise violates the Terms of Use. Cerberus reserves the right to block or remove any “user name” or “persona”, if the use thereof violates any Overall Terms, laws or regulations, including, without limitation, personality rights, or trademarks.
You are solely responsible for all activity on your Account including purchases, whether or not authorized by you. Your Account may be terminated if someone else uses it to engage in activity that violates the Terms of Service or is otherwise improper or illegal. You should not reveal your Account password to others. Cerberus will not ask you to reveal your password, or initiate contact with you asking for answers to your password security questions.
We have implemented physical, electronic and managerial procedures in order to help safeguard and prevent unauthorized access, use, alteration, modification and/or disclosure of your personal information. Although we use reasonable efforts to safeguard the security of your personal information, transmissions made on or through the Internet and personal information stored on our servers or the servers of third parties that we use are vulnerable to attack and cannot be guaranteed to be secure. In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify Cerberus by emailing contact@cerberusteam.com. In addition, submissions made via e-mail are not protected by encryption and are vulnerable to interception during transmission.
B. Rules of Conduct
“User Content” as referred to herein means all forms of communication, messages, information, data, text, software, graphic files, or other materials, whether in written, verbal, electronic, digital, machine-readable or any other form, whether now known or hereafter to become known, which is contributed to the Website or any Cerberus Service by anybody other than Cerberus.
You violate the Terms of Use if you:
• Post, transmit, promote, or distribute User Content that is illegal.
• Harass, threaten, embarrass, or do anything else to another user that is unwanted, such as repeatedly sending unwanted messages or making personal attacks or statements about race, sexual orientation, religion, heritage, etc.
• Transmit, or facilitate distribution of User Content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable. Hate speech is not tolerated.
• Disrupt the flow of chat in chat rooms with vulgar language, abusiveness, hitting the return key repeatedly or inputting large images so the screen goes by too fast to read, use of excessive shouting [all caps] in an attempt to disturb other users, “spamming” or flooding [posting repetitive text].
• Impersonate another person (including celebrities), indicate falsely that you are a Cerberus employee or a representative of Cerberus, or attempt to mislead users by indicating that you represent Cerberus or any of Cerberus’s partners or affiliates.
• Attempt to get a password, account information, or other private information from anyone else on Cerberus Services.
• Upload User Content that you do not own or have permission to freely distribute.
• Promote or encourage any illegal activity including hacking, cracking or distribution of counterfeit software.
• Upload files that contain a virus or corrupted data.
• Post messages for any purpose other than personal communication, including advertising or promotional messaging, chain letters, pyramid schemes, or other commercial activities.
• Improperly use web support or complaint buttons or make false reports to Cerberus staff.
• Use or distribute “auto” software programs, “macro” software programs or other “cheat utility” software program or applications.
• Modify any part of the Cerberus Services that Cerberus does not specifically authorize you to modify.
• Post or communicate any user’s real-world personal information using a Cerberus Service.
• Attempt to interfere with, hack into or decipher any transmissions to or from the servers for a Cerberus Service.
• Attempt to use Cerberus Software on or through any service that is not controlled or authorized by Cerberus.
• Exploit the Game or any of its parts thereof or Cerberus Services, for any commercial purpose, including without limitation (a) use at a cyber cafe, computer gaming center or any other location-based site; (b) for gathering in-game virtual, items or resources for sale outside the Game; or (c)performing in-game services in exchange for payment outside the Game, e.g., power-leveling.
• Interfere with the ability of others to enjoy playing a Cerberus Service or take actions that interfere with or materially increase the cost to provide a Cerberus Service for the enjoyment of all its users.
• Exploit errors in design, features which are not documented, and/or bugs to gain access that would otherwise not be available or to obtain any competitive advantage.
• Reverse engineer, decompile or disassemble all or any portion of the Website, Game or other Cerberus Service.
• Facilitate, create or maintain any unauthorized connection to the Game or the Website, including without limitation (a) any connection to any unauthorized server that emulates, or attempts to emulate, the Website; and (b) any connection using programs or tools not expressly approved by Cerberus;
• Sell, exchange, trade, give, convert, redeem or otherwise transfer Virtual Goods outside the Game, or sell, exchange trade, give, convert, redeem or otherwise transfer Virtual Goods inside the Game, except as expressly permitted by the EULA, the Cerberus Terms or otherwise permitted in the gameplay.
This above-referenced list of prohibitions only provides examples of unacceptable conduct and is not intended to be a complete or exclusive list of prohibited conduct. Your online conduct should be guided by common sense and respect for others who access and use the Website (whether or not such third parties are registered users of the Website) and for the employees and representatives of Cerberus. You must also obey all federal, provincial, state, and local laws, regulations and rules that apply to your activities when you use Cerberus Services. Cerberus reserves the right to terminate your Account and to prevent your use of any and all Cerberus Services if your Account is used to engage in illegal activity, violates these rules of conduct, or otherwise any Overall Terms.
If you encounter another user who is violating any of the rules of conduct, please report this activity to Cerberus by contacting Cerberus contact@cerberusteam.com.
C. Consent to Monitor
When you play the Game, or participate in any other Cerberus Service, including the communication features on the Website, your IP address (the Internet protocol address from which you access any of the above) may be stored in our records. When the Game, or any element or module thereof, is updated or “patched,” our patch routine may check your device to see that you have the most recent version of game-specific files; when you communicate within the Game or any communication feature in the Game or on the Website (e.g. live chat, instant message services and the like), even “privately” to another person, you do so with the understanding that those communications go through our servers, can be monitored by us. Accordingly, you have no expectation of privacy in any of those communications and, accordingly, you expressly consent to monitoring of communications that you send and receive.
You agree that we may communicate with you via telephone, email and any similar technology for any purpose relating to the Game, and any Cerberus Service or Cerberus Software which may in the future be provided by us or on our behalf. You expressly permit Cerberus to upload CPU, operating system, video card, sound card and memory information from your device to analyze and optimize your Game experience, improve and maintain the Game and/or provide you with customer service. In the event that the Game detects an unauthorized third party program, (a) the Game may communicate information back to us, including without limitation your Account username, details about the unauthorized third party program detected and the activities or functions performed thereby, and/or (b) we may exercise any or all of its rights and remedies under the Overall Terms without prior notice to the user(s) linked to such unauthorized third party program.
D. Termination of Cerberus Account & Services by Cerberus
Cerberus may terminate your Account(s) and access to all related entitlements and Cerberus Services for violation of these Terms of Use, or any other Overall Terms, illegal or improper use of your Account, or illegal or improper use of Cerberus Services, products, or Cerberus’s Intellectual Property. You will lose your user names and personas as a result of the Account termination. If you have more than one Account, Cerberus may terminate all of your Accounts and all related entitlements. Cerberus may issue you a warning, suspend your Account or Cerberus may immediately terminate any and all Accounts that you have established. You acknowledge that in such an instance Cerberus is not required to provide you notice before suspending or terminating your Account(s), temporarily or permanently banning your device from some or all Cerberus Services or selectively removing, revoking or garnishing Virtual Goods associated with your Account. If Cerberus terminates your Account, you may not participate in a Cerberus Service again without Cerberus’s express permission. To participate in a Cerberus Service after such termination, contact us at contact@cerberusteam.com. Cerberus reserves the right to refuse to keep Accounts for, and provide Cerberus Services to, any individual. You may not allow individuals whose Accounts have been terminated by Cerberus to use your Account.
In addition, Cerberus reserves the right to terminate any Cerberus Service at any time by giving you notice of such termination within the time period specified when you joined the particular Cerberus Service, or if no time period for notice of termination was specified, then within ten (10) days of the date such notice is posted on the applicable Cerberus Service.
If your Account, or a particular subscription for a Cerberus Service associated with your Account, is terminated for a violation of these Terms of Use, the EULA or any other Overall Terms, no refund will be granted; no online time or other credits will be credited to you or converted to cash, nor will any other form of reimbursement be issued, you will have no further access to your Account or entitlements associated with your Account or the particular Cerberus Service (such as Virtual Goods, game credits, passes, and tokens) nor will you receive any compensation or reimbursement for such entitlements, except as required by law or as expressly provided in the Overall Terms.
E. Cancellation of a Cerberus Account by you
You may cancel your Account at any time by contacting contact@cerberusteam.com. If you do not agree to the terms in this Terms of Use, the EULA, or any other Overall Terms, your sole remedy is to not use Cerberus Services and to cancel your Account or applicable subscriptions. You understand and agree that the cancellation of your Account is your sole right and remedy with respect to any dispute with Cerberus, including any dispute related to, or arising out of: (1) any term of this Terms of Use, the EULA, or any other Overall Terms, or Cerberus’s enforcement or application thereof; (2) the content available through Cerberus Services or any change in content provided through Cerberus Services; (3) your ability to access and/or use Cerberus Services; or (4) the amount or type of any payment, fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods for Cerberus Services.
Cerberus reserves the right to collect fees, surcharges or costs incurred before you cancel your Account or a subscription to a Cerberus Service. You are also responsible for any amounts owed to third-party vendors or content providers before your cancellation. Any delinquent or unpaid fees and other unresolved issues with Cerberus Services must be settled before you establish a new Cerberus Account.
After you cancelled your Account, or termination of your Account pursuant to these Terms of Use, Cerberus has the right to delete all your account information and content. You will not receive any compensation or reimbursement for any Virtual Goods upon termination of your Account, except as required by law or as expressly provided in the Overall Terms.
IV. Charges & Billing
Some Cerberus Services require payment of a fee. You must have an Account and pay the subscription or other fees to participate in these Services. For information about subscription and other fees for particular services contact us at contact@cerberusteam.com. Cerberus reserves the right to change its prices, fees, or billing methods at any time.
A. Paid Subscription Services
If you pay a recurring (e.g. monthly) subscription for a Cerberus Service, Cerberus will provide you with notice of any changes to the fees or billing methods at least thirty (30) days in advance by posting such changes on the Website. You are responsible for reviewing the Website to obtain timely notice of such changes. Your continued use of the Cerberus Service thirty (30) days or more after posting of the changes means that you accept such changes. If any change is unacceptable to you, you may cancel your subscription at any time, but Cerberus will not refund any fees that may have accrued to your Account before cancellation of your subscription, and we will not prorate fees for any subscription. If your use of Cerberus Services is subject to use or sales tax, then Cerberus may also charge you for any such taxes, in addition to the subscription or other fees.
By agreeing to these Terms of Use and purchasing a recurring subscription, you will have agreed to permit Cerberus to automatically renew your subscription to a Cerberus Service.
Trial subscriptions. For some Cerberus Services, Cerberus may offer a free trial subscription. If you accept a free trial subscription, Cerberus will begin to bill your Account for that Cerberus Service when the free trial subscription expires, unless you cancel your subscription before that time. You are always responsible for any Internet service provider, telephone, wireless and other connection fees that you may incur when using Cerberus Services, even when we offer a free trial subscription. Trial subscriptions are not transferable.
B. Payment Options and Information
You may make payment using the methods available for the particular Cerberus Service and you agree to the terms and conditions applicable to each payment method you choose. Payment methods may vary by Cerberus Service. When you provide credit card or other payment information to Cerberus, you represent to Cerberus that you are the authorized user of the credit card or other payment method.
As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends. This means that, unless your Account or payment information is obtained unlawfully or fraudulently by someone other than those authorized by you to use your Account, you will be responsible for all usage and purchases on your Account.
C. Virtual Goods
You agree that Cerberus reserves the right to manage, regulate, control, modify and/or eliminate, game elements, including but not limited to virtual items, characters, accessories, items such as “character customization”, power-ups, points, credits, tokens and currency (collectively, “Virtual Goods”) therein. All Virtual Goods remain the property of Cerberus. You acknowledge that Cerberus may, in its sole discretion, in any general or specific case, modify features, functions or abilities of any element of its games or any Virtual Goods (which may, among other things, make the Virtual Goods substantially more valuable, effective or functional, or less valuable, effective or functional, more common or less common, or eliminated entirely), and that Cerberus shall have no liability to you or anyone else for these actions.
You may “earn” Virtual Goods within the Game or we may allow you to “purchase” Virtual Goods with “real money” or virtual currencies. Certain Virtual Goods in the Games may be unavailable if not purchased.
Virtual Goods (such as virtual currency) purchased on other platforms such as Steam, PlayStation, or Xbox will be subject to those platforms’ terms and conditions. Please review those platforms’ terms and conditions for further information before completing your purchase. Cerberus does not control how you can pay or how refunds may be issued on those platforms. When you make a payment through a third-party platform, you are agreeing to the third party’s payment terms, and Cerberus is not a party to the transaction.
You acknowledge and agree that all Virtual Goods are licensed to you, not sold. You do not own the Virtual Goods, and you acknowledge and agree that all Virtual Goods represent a limited, personal, nonexclusive, non-transferable, non-assignable and fully revocable license to use the Virtual Goods, for your individual, non-commercial, entertainment purposes only. You have no right, title, interest, or ownership in or to any Virtual Goods. Cerberus may terminate your license at any time and at its sole discretion.
Cerberus has the absolute right to regulate, discontinue, update, modify or eliminate any Virtual Goods at any time in its sole discretion and Cerberus shall have no liability to you or anyone else for these actions.
Virtual Goods have no monetary value, and in no event may you sell, transfer, trade, exchange, give, convert or redeem Virtual Goods for “real” money or other goods or services, including other Virtual Goods, inside or outside the Game except as expressly permitted by the Overall Terms or otherwise permitted in the Cerberus Services.
All purchase of Virtual Goods, whether made with “real money” or virtual currencies, are non-refundable and non-returnable and are not redeemable for any sum of money or monetary value or virtual currency from Cerberus at any time.
Cerberus reserves the right to modify the price for Virtual Goods that may be “purchased” at any time and the retail price for Virtual Goods does not need to be linear.
Note that depending on the country in which you are located, the validity period of purchased Virtual Goods may be limited to a certain period under applicable laws of certain jurisdiction.
YOU AGREE, THEREFORE, THAT YOU WILL NEVER ASSERT OR BRING ANY CLAIM OR SUIT AGAINST CERBERUS, ITS PARENT COMPANY, DIVISIONS, SUBSIDIARIES, AFFILIATES, OR ANY EMPLOYEES, DIRECTORS AND AGENTS OF ANY OF ABOVE, WHICH IS RELATED TO OR BASED ON, INCLUDING BUT NOT LIMITED TO; (I) A CLAIM THAT YOU “OWN” ANY VIRTUAL GOODS IN THE GAME, (II) A CLAIM FOR THE “VALUE” OF VIRTUAL GOODS IF CERBERUS DELETES THEM (AND/OR TERMINATES YOUR ACCOUNT) WITH A REASONABLE CAUSE AT CERBERUS’S SOLE DESCRETION, (III) A CLAIM FOR THE“VALUE” OF VIRTUAL GOODS THAT YOU MAY LOSE IF CERBERUS DOES ANYTHING THAT IT IS ENTITLED TO DO PURSUANT TO ANY PROVISION OF THESE TERMS OF USE, THE EULA, THE PRIVACY POLICY, OR ANY OTHER OVERALL TERMS, AND/OR, OR FOR ANY MALFUNCTIONS AND/OR “BUGS” IN CERBERUS SERVICES, (IV) A CLAIM THAT THE“VALUE” OF ANY VIRTUAL GOODS HAS INCREASED OR DECREASED BY VIRTUE OF ANY GAME MODIFICATION THAT CERBERUS HAS MADE OR WILL MAKE, (V) A CLAIM FOR THE “VALUE” OF VIRTUAL GOODS WHEN YOUR ACCOUNT IS TERMINATED BY YOU, (VI) A CLAIM FOR THE “VALUE” OF VIRTUAL GOODS WHEN SUCH VIRTUAL GOODS ARE LOST OR OTHERWISE RENDERED INACCESSIBLE AFTER ANY UPDATE OR CHANGE IN CERBERUS SERVICES.
D. Fees Charged By Third-Party Websites and Vendors
We may provide links to other web sites. Some of these web sites may charge separate fees, which are not included in any fee that you may pay to Cerberus. Any separate charges or obligations that you incur in your dealings with third parties are your responsibility.
V. Intellectual Property
A. Content
“Content” as used herein includes (1) software, software updates or patches, or other utilities and tools from Cerberus or its licensors (“Cerberus Software”) and (2) other software, technology, text and audio visual material, the design and appearance of the Website. The foregoing includes, without limitation, computer code, titles, objects, artifacts, characters, character names, locations, location names, stories, story lines, dialogue, catch phrases, artwork, graphics, Virtual Goods, structural or landscape designs, animations, sounds, musical compositions and recordings, audio-visual effects, character likenesses, user Accounts, and methods of operation. Content is provided by Cerberus and its licensors, and may also be contributed as User Content (see Section V.D below) by you or third parties, including other users of Cerberus Services.
Cerberus reserves the right to remove any Content that is objectionable to us for any reason. The decision to remove Content is in Cerberus’s sole and final discretion. To the maximum extent permitted by applicable law, Cerberus does not assume any responsibility or liability for User Content, or for any failure to or delay in removing such Content.
B. Cerberus Ownership
Content in Cerberus Services is owned by Cerberus or Cerberus’s third party licensors and is protected by Canadian and International copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not copy or download any Content from a Cerberus Service unless our terms expressly authorize you to do so. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to Content. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of Content. Cerberus reserves all rights in Cerberus owned and licensed Content that are not expressly granted to you in Overall Terms. You acknowledge that Cerberus and/or third-party content providers remain the owners of all materials posted on the Website and in the Game, and that you do not acquire any of those ownership rights by downloading copyrighted materials.
Making unauthorized copies of Content found on Cerberus Services may result in the termination of your Account(s), prohibition on use of Cerberus Services, and further legal action. Content owners may take criminal or civil action against you for unauthorized use of intellectual property. You agree to indemnify and hold harmless Cerberus from any unauthorized or illegal conduct by you, or through the use of your Account, on Cerberus Services.
C. Limited Use License
The Cerberus Services, and all respective Content are available for use only by authorized end users in accordance with, and subject to the terms and conditions set forth in these Terms of Use and any applicable EULA, which is incorporated herein by reference. Cerberus hereby grants to you a limited, personal, nonexclusive, nontransferable, non-assignable and fully revocable license to use the Website, the Game, and any Content thereof for your individual, non-commercial, entertainment purposes only. The foregoing license is strictly subject to the following: (1) you are current with your payment of all applicable fees for the use of the Game and Cerberus Services to which you have subscribed and (2) you comply with these Terms of Use, the EULA and the Privacy Policy and you are not otherwise in breach of any Overall Terms. The foregoing grant of license shall be automatically revoked as of the moment that any of the foregoing conditions are no longer met by you.
Cerberus Services may require or allow you to download Cerberus Software. In such cases, Cerberus grants to you a non-exclusive, limited license to use Cerberus Software solely for the purpose stated by Cerberus at the time the Cerberus Software is made available to you. If an End User License Agreement is provided with the Cerberus Software, your use of the Cerberus Software is subject to the terms of that license agreement in addition to these Terms of Use. You may not sub-license, or charge others to use or access Cerberus Software. You may not translate, reverse-engineer, reverse-compile or decompile, disassemble or make derivative works from Cerberus Software. You may not modify Cerberus Software or use it in any way not expressly authorized in writing by Cerberus. You understand that Cerberus’s introduction of various technologies may not be consistent across all platforms and that the performance of Cerberus Software and related Cerberus Services may vary depending on your device and other equipment.
From time to time, Cerberus may provide you with updates or modifications to Cerberus Software. You understand that certain updates and modifications may be required in order to continue the use of Cerberus Software and Cerberus Services.
D. User Content
In exchange for Cerberus enabling your contribution of User Content (as defined in Section III. B. above), when you contribute User Content to a Cerberus Service, you expressly grant to Cerberus a non-exclusive, perpetual, royalty-free, worldwide, complete and irrevocable right to quote, re-post, use, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display and perform the User Content, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party. You grant Cerberus all licenses, consents and clearances to enable Cerberus to use such User Content for such purposes. You waive, and agree not to assert any droit moral or similar rights you may have in such User Content.
If the Cerberus Service on which you contribute User Content permits other users to access and use that contributed User Content as part of the Cerberus Service, than you also grant all other users of the relevant Cerberus Service the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your contributed User Content on or through the relevant Cerberus Service without further notice, attribution or compensation to you.
Cerberus respects the intellectual property rights of others. You must have the legal right to upload User Content to Cerberus Services. You may not upload or post any User Content on Cerberus Services that is protected by copyright, trademark or other intellectual property rights unless (i) you are the owner of all of those rights; or (ii) you have the prior written consent of the owner(s) of those rights to make such use of that User Content. Cerberus may, without prior notice to you and in its sole judgment, remove User Content that, in Cerberus’s good faith judgment to be exercised in its sole discretion, may infringe the intellectual property rights of a third party. If you are a repeat infringer of Cerberus’s or a third party’s intellectual property rights, Cerberus may terminate your Account without notice to you with the consequences set forth in Section III.D above.
Cerberus does not pre-screen all User Content and does not endorse or approve any User Content that you and other users may contribute to Cerberus Services. You are solely responsible for your User Content and may be held liable for User Content that you post. You bear the entire risk of the completeness, accuracy or usefulness of any User Content found on the Website or other Cerberus Services.
E. Unsolicited Creative Submissions
Cerberus places a particular value on its interaction with its customers and fans, However, without a prior submission agreement having been executed by the submitting party, neither Cerberus nor any of its employees and/or contractors may accept or consider unsolicited ideas, original creative artwork or other works, including, without limitation, ideas or suggestions for new or improved games or technologies, game or product enhancements, marketing plans or names for new games (collectively “Unsolicited Ideas”). Please do not send your Unsolicited Ideas to Cerberus or its employees and/or contractors.
If you do submit your Unsolicited Ideas to Cerberus or to any of its employees and/or contractors despite this policy, then you hereby acknowledge and agree that, from the time of transmission or dispatch, you grant Cerberus, and its designees a worldwide, perpetual, irrevocable, sublicenseable, transferable, assignable, non-exclusive and royalty-free right and license to use, reproduce, distribute, adapt, modify, translate, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import your Unsolicited Ideas, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and proprietary rights related thereto, in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, including, without limitation, giving the Unsolicited Ideas to others, without any compensation to you. To the extent necessary, you agree that you undertake to execute and deliver any and all documents and perform any and all actions necessary or desirable to ensure that the rights to use the Unsolicited Ideas granted to Cerberus as specified above are valid, effective and enforceable. You also give up any claim that any use by Cerberus and/or its licensees of your Unsolicited Ideas violates any of your rights, including but not limited to moral rights, privacy rights, rights to publicity, proprietary or other rights, and/or rights to credit for the material or ideas set for therein.
F. Copyright Infringement Claims
Cerberus obeys all relevant copyright laws, and will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws.
To make a claim, please provide us with the following:
• A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;
• A description of the copyrighted work claimed to have been infringed;
• A description of the infringing material and information reasonably sufficient to permit us to locate the material;
• Your contact information, including your address, telephone number, and email;
• A statement by you that you have 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; and
• A statement that the information in the notification is accurate, and, under the pains and penalties of perjury, that you are authorized to act on behalf of the copyright owner.
Cerberus may, in appropriate circumstances and at its discretion, terminate your ability to submit content to the Cerberus Services or terminate your Account, if you are a repeat infringer.
VI. Disclaimers & Indemnification
This Section shall survive termination of this Terms of Use agreement.
A. Limitations on Warranty & Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE GAME, THE WEBSITE, OR ANY OTHER CERBERUS SERVICES, CERBERUS SOFTWARE, CONTENT AND THE INTERNET IS AT YOUR SOLE RISK. CERBERUS SERVICES, CERBERUS SOFTWARE, CONTENT, CERBERUS’S PRODUCTS AND THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSOR IMPLIED, UNLESS SUCH WARRANTIES MAY NOT BE EXCLUDED BY LAW. CERBERUS PROVIDES CERBERUS SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT WARRANT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT YOU WILL BE ABLE TO ACCESS OR USE CERBERUS SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT CERBERUS WILL HAVE ADEQUATE CAPACITY FOR CERBERUS SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA OR THAT THE CERBERUS SERVICES WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE CERBERUS SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL COMMUNICATION FEATURES OF THE WEBSITE, IS AT YOUR SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CERBERUS OR ITS LICENSORS IS TO STOP USING CERBERUS SERVICES, AND TO CANCEL YOUR CERBERUS ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT CERBERUS, ITS LICENSORS AND AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON ANY CERBERUS SERVICES OR USE OF CERBERUS SOFTWARE. IN NO CASE SHALL CERBERUS OR ITS LICENSORS, AFFILIATES’, EMPLOYEES’, OFFICERS’, OR DIRECTORS’ (COLLECTIVELY, “CERBERUS AFFILIATES“) LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO CERBERUS FOR CERBERUS SERVICES. IN NO CASE SHALL CERBERUS OR CERBERUS AFFILIATES BE LIABLE FOR DIRECT, GENERAL, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUES, ARISING FROM YOUR USE OF CERBERUS SERVICES, CERBERUS SOFTWARE, CONTENT, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF CERBERUS SERVICES OR ACCOUNTS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, CERBERUS’S AND CERBERUS AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. CERBERUS DOES NOT ENDORSE, WARRANTOR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH CERBERUS AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
B. Indemnification
Upon Cerberus’s request, you agree to defend, indemnify and hold harmless Cerberus and its affiliates, employees, contractors, officers, directors, vendors, and content providers from all liabilities, claims and expenses, including attorneys’ fees, that arise from a breach of these Terms of Use, or any other Overall Terms, for which you are responsible or in connection with your distribution of any Content on or through Cerberus Services. Without limiting the generality of the foregoing, you agree to indemnify and hold Cerberus harmless for any improper or illegal use of your Account, including the illegal or improper use of your Account by someone to whom you have given permission to use your Account. You agree that you will be personally responsible for your use of Cerberus Services and for all of your communication and activity on Cerberus Services, including any User Content you contribute, and that you will indemnify and hold harmless Cerberus, its affiliates, employees, officers, and directors from any liability or damages arising from your conduct on Cerberus Services, including any User Content that you contribute.
Cerberus reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to Cerberus in that matter.
C. Updates: Possible Setbacks and Loss of Data
IMPORTANT: CERBERUS MAY FIND IT NECESSARY TO MAKE UPDATES, OR RESET CERTAIN PARAMETERS TO BALANCE GAME PLAY AND USAGE OF CERBERUS SERVICES. THESE UPDATES OR “RESETS” MAY CAUSE YOU SETBACKS WITHIN THE RELEVANT GAME AND MAY AFFECT CHARACTERS, GAMES, GROUPS OR OTHER ENTITLEMENTS UNDER YOUR CONTROL, SUCH AS VIRTUAL GOODS, AND YOU MAY LOSE ACCESS TO ANY VIRTUAL GOODS YOU MAY HAVE “EARNED” OR “PURCHASED”. CERBERUS RESERVES THE RIGHT TO MAKE THESE UPDATES AND IS NOT LIABLE TO YOU FOR THESE CHANGES.
D. Links to Third-Party Websites
Cerberus Services may include hyperlinks to web sites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from you. Cerberus does not control such web sites, and it is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect. If you choose to access any third party site, you do so at your own risk. The presence of a link to a third party site does not constitute or imply Cerberus’s endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the third party site.
E. Other Disclaimers
Please refer to the following Sections of this Agreement regarding other important disclaimers: III.D, III.E, IV.C., V.E.
VII. Dispute Resolution
A. Equitable Remedies
You hereby acknowledge and agree that Cerberus would suffer irreparable harm if these Terms of Use or any of the Overall Terms were not specifically enforced. Consequently, in addition to such monetary and other relief as may be recoverable at law, you agree that Cerberus shall be entitled to specific performance or other injunctive relief, without bond, other security, or proof of damages, as remedy for any breach or threatened breach of these Terms of Use or any other Overall Terms. Additionally, in the event any legal or administrative action or proceeding is brought by either party in connection with this Terms of Use or the Overall Terms and consistent with the terms of this Section, the prevailing party in such action or proceeding shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party as the result of the action or proceeding.
B. Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy or claim related to the Terms of Use or any other Overall Terms (“Dispute”), you and Cerberus agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. Cerberus will send its notice to your billing address (if provided) and email you a copy to the email address you have provided to us. You agree to send your notice to Cerberus, 11 664 av. de l’hotel de ville, Montreal (Quebec) H1H 3W4, Canada, Attn: Legal Department with a copy via email to Cerberus contact@cerberusteam.com. C. Formal Dispute Resolution
If you and Cerberus are unable to resolve a Dispute through informal negotiations, either you or Cerberus may elect to have the Dispute finally and exclusively resolved by the courts of the Province of Quebec.
VIII. Termination
This Agreement (and all subsequent modifications, if any) shall remain effective until terminated. Both you and Cerberus may terminate this Agreement at any time for any reason or for no reason. Termination by Cerberus will be effective upon notice to you, termination or deletion of your Account, or its decision to permanently discontinue offering and/or supporting the Service, which it may do at any time in its sole discretion. You may terminate this Agreement (and consequently, your Account) at any time by notifying Cerberus at contact@cerberusteam.com. Upon termination of this Agreement, your right to use the Cerberus Services shall immediately cease. The following provisions shall survive any termination of this Agreement: Sections IV; V.A, B, D, and E; VII. ,VIII, and X.
You will not receive any compensation or reimbursement for any Content upon termination of your account for any reason, except as required by law or as expressly provided in the Overall Terms.
IX. General Terms
A. Remedies
You agree that these Terms of Use are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms of Use. You also understand and agree that these Terms of Use, the Privacy Policy, the EULA and any other Overall Terms, including Cerberus ‘s enforcement thereof, are not intended to confer, and do not confer, any rights or remedies upon any person.
B. Severability
If any part of these Terms of Use or the Overall Terms is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of Cerberus, and the remaining portions shall remain in full force and effect.
C. Assignment.
Cerberus may assign these Terms of Use, in whole or in part, to any person or entity at any time with or without your consent. You may not assign these Terms of Use without Cerberus’s prior written consent, and any unauthorized assignment by you shall be null and void.
D. Waiver
The failure of Cerberus to exercise or enforce any right or provision of these Terms of Use or any Overall Terms 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 Cerberus of any provision, condition or requirement of these Terms of Use or any Overall Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
E. Force Majeure.
Cerberus shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Cerberus, including, without limitation, any failure to perform hereunder due to unforeseen circumstances or cause beyond Cerberus’s control such as acts of god, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
F. Governing Law.
The laws of Quebec, excluding its conflicts-of-law rules, govern these Terms of Use, any other Overall Terms, and your Account(s); and (ii) you expressly agree that exclusive jurisdiction for any claim or dispute with Cerberus or relating in any way to these Terms of Use, any other Overall Terms, your Account(s), or your use of any Cerberus Services resides in the Courts of the Province of Quebec, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the Province of Quebec in connection with any such dispute including any claim involving Cerberus or its affiliates, employees, contractors, officers, directors, vendors and content providers. As noted in these Terms of Service, your conduct may also be subject to other local, state, national, and international laws.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Those who choose to access the Service from locations outside of Canada do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable. Should a court of competent jurisdiction determine that other laws apply, these Terms of Use shall be enforced to the fullest extent permitted by the laws of the applicable jurisdiction and be interpreted to give maximum effect to the terms and conditions hereof.
G. Entire Agreement.
These Terms of Use, together with any applicable EULA, the Privacy Policy, and any other Overall Terms, including any posted rules or instructions regarding a particular activity, poll, or contest constitute the entire agreement between you and Cerberus relating to your rights and obligations in the use of Cerberus Services. If there is any conflict between these Terms of Use, any applicable EULA, the Privacy Policy, and any other Overall Terms, Cerberus shall resolve the conflict in its sole discretion.
