Scarlet City Studios LP (SCLP) End User Licence Agreement

 

Important.

1.1 By purchasing or using the intangible goods and services described in this SCLP End User Licence Agreement (“Agreement”), you or, if you are under the age of 18 years of age, your parent or guardian (“User” or “you”) agree these terms and conditions , which are a binding legal agreement between you and SCLP. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORISED TO PURCHASE OR USE THE DIGITAL PRODUCTS.

1.2 If you are under the age of 18 years of age your parent or guardian must enter into this Agreement for you. Where the User entering into Agreement is a parent or guardian, the parent or guardian agrees to ensure that their child will abide by the terms of this Agreement.

1.3 These terms are in addition to the Terms and Conditions for <theaetherlight.com> website.

What are the Digital Products?

2.1 A “Digital Product” means a downloadable or digital game, virtual good or service, virtual currency, other in-game items, electronic serial numbers, codes or password giving certain rights to games, gameplay, virtual worlds and social networks (“ESN”), or Video as applicable, which SCLP has been authorised to offer Users for purchase or use.

2.2 Words such as “sell”, “sale” or “buy”, “purchase” are solely related to the transfer of licence rights in Digital Products under this Agreement. Users do not acquire ownership of Digital Products - only the right to use them under the Agreement and any other applicable end user licence agreement between the User and a third party licensor in respect of the Digital Product (“Secondary Agreement”).

Grant of Licence.

3.1 SCLP grants you the right to use, display and perform the Digital Product provided you comply with all terms and conditions of this Agreement, applicable Secondary Agreement and copyright laws of the country in which the Digital Product was created or from which it may be accessed, international treaties and conventions, and other laws.

3.2 You agree not to do anything that would diminish or call into question the rights of SCLP under this Agreement and the licensors under any Secondary Agreement.

What you Can’t Do.

4.1 You may not:

• reverse engineer, decompile, or disassemble the Digital Product in any way whatsoever.
• use the Digital Product or SCLP’s intellectual property in any way except as allowed by this Agreement.
• sublicence, assign or transfer the licence to the Digital Product.
• give copies of the Digital Product to other parties or let other parties access the Digital Product in a way that is unfair or unreasonable.
• use the Digital Product for commercial purposes or try to make money from the Digital Product.
• do anything (or fail to do anything) that may damage or endanger SCLP’s rights, title or interest in its intellectual property in or related to the Digital Product or bring SCLP or the Digital Product into disrepute.
• continue using the Digital Product once this Agreement comes to an end.
• break any applicable laws when using the Digital Product.

Payment terms.

5.1 The final cost of the Digital Product depends on the payment method used and will be brought to your attention after the payment method is chosen.

5.2 All purchases of Digital Products require a valid debit/credit card or other payment method that is accepted by the licensor under the Secondary Agreement or SCLP or its payment processor (whichever is applicable) (“the Payment Taker”) in its sole discretion.

5.3 You warrant that your use of a credit card or other payment method is authorised by the credit card holder or account holder and that all information that you submit to the Payment Taker is true and accurate. You agree to pay all fees you incur and taxes (if applicable).

5.4 All purchases are final; there are no refunds or cancellations made, for example, if you change your mind. Notwithstanding this, we will meet all of our obligations to you under applicable consumer law, including the New Zealand Consumer Guarantees Act 1993. .

5.5 The Payment Taker has the right to refuse any payment which may negatively affect the Payment Taker’s legitimate business interests.

5.6 Minimum and maximum limits of payment may be applied at the discretion of the Payment Taker. Generally, payments are limited to $150 per single transaction and $1000 in a 24-hour period per User. However, the Payment Taker reserves the right to vary these amounts based on its experience with a particular User and other considerations (purchase algorithms) that the Payment Taker applies to transactions.

5.7 Payment processing, as well as a refund due to payment refusal, may take some time. The Payment Taker has no responsibility for any losses arising out of:

• delays in payment processing; and
• refunds due to the payment refusal.

User Minimum Requirements and Obligations.

6.1 You represent that you are 18 years or over. You agree that you will purchase or use the Digital Product using your own User name, and not try to impersonate any other User or hide your identity from SCLP. Warranty Disclaimer.

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCLP PROVIDES THE DIGITAL PRODUCT “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE DIGITAL PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SCLP OR AN SCLP AUTHORISED REPRESENTATIVE SHALL CREATE A WARRANTY. Notwithstanding the above, SCLP will comply with its obligations to you under any applicable consumer law including the New Zealand Consumer Guarantees Act 1993. Some jurisdictions do not allow exclusion of certain implied warranties, so the above disclaimer may not apply to you in its entirety.]

Liability Limitation.

8.1 In no event shall SCLP, its licensors and each of our and their respective officers, directors, employees, and agents, be liable to you or to any third party:

• (i) for any lost profits or lost data or special, incidental, indirect, punitive or consequential damages (however arising, including negligence) arising out of or related to the purchase or use of the Digital Product, even if SCLP has been advised of the possibility of such damages or loss;
• (ii) for any misrepresentation or fraud with respect to the Digital Products;
• (iii) for any loss or damages caused to any Digital Products as a result of any action or omission of SCLP’s licensors or any licensor under a Secondary Agreement; or
• (iv) for any amount in excess of (a) US$150 or (b) the amounts paid by you to SCLP in the twelve (12) months preceding any claim by you having arisen, whichever is less.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so in that regard the above limitation or exclusion may not apply to you. You also may have other legal rights that vary from jurisdiction to jurisdiction.

Governing Law.

9.1 This Agreement and its interpretation shall be governed by, and will be construed under New Zealand law, excluding its conflicts of laws principles. The parties submit to the non-exclusive jurisdiction of the Courts of New Zealand. The U.N. Convention on Contracts for the International Sale of Goods is hereby expressly disclaimed. If you are not a New Zealand resident who has purchased or used the Digital Product in New Zealand other laws may apply. If such laws apply, the terms and conditions of this Agreement shall be given their maximum effect. If you purchase or use the Digital Product outside New Zealand you are responsible for compliance with all applicable local laws.

Disputes.

10.1 Before commencing any legal proceedings in respect of any dispute arising in respect of, or in connection with, this Agreement, the parties shall attempt to resolve the dispute in good faith within five business days of the dispute being identified with a view to achieving a resolution of the dispute.

10.2 If the parties are unable to resolve the dispute, the parties must refer the dispute to mediation using the following procedure:

• The party wishing to resolve a dispute by mediation must give notice in writing of the dispute to the other party;
• The notice must state that a dispute has arisen and provide particulars of the dispute;
• When a notice of dispute is given in accordance with this Agreement the parties will appoint a mediator by agreement within 10 business days. Failing agreement either party may request the then President of the New Zealand Law Society (or his or her nominee) to appoint a mediator;
• The parties will co-operate with the mediator in an effort to resolve the dispute;
• If the dispute is settled then the terms of the settlement will be written up by the mediator and signed by both parties to the dispute;
• If the dispute is not settled within 20 business days of the appointment of the mediator, or within any extended time that the parties agree to in writing, then the parties will no longer be bound by this mediation provision;
• The parties agree that all written statements given to the mediator or to each other and any discussions between any of the parties or between any of the parties and the mediator during the mediation are inadmissible in legal or arbitral proceedings by any party other than the party that made them;
• The parties to this dispute will share equally the cost of the mediator’s fees and costs including travel, room hire and refreshments;
• Nothing in this clause prevents any party to this Agreement from seeking urgent interlocutory relief from any New Zealand Court;
• Any dispute which is not settled by mediation is, at the election of SCLP, to be referred either to Court or arbitration in accordance with the Arbitration Act 1996.

Indemnification

11.1 You agree to indemnify, defend, and hold harmless SCLP, its parent, subsidiaries, affiliates, and the directors, officers, employees, shareholders, licensors, partners, contractors, agents from and against any loss, claim, damage, cost, liability and expense (including attorney’s fees and costs and auditor’s fees) arising out of or in connection with your violation of this Agreement, or arising out of a claim by any other User, licensor under a Secondary Agreement or any other third party related to any action or omission by you.

Term and Termination.

12.1 The Agreement is effective until terminated. Either party may terminate this Agreement at any time upon notice to the other party. Upon termination of this Agreement, SCLP will have no further liability to you and clauses 4, 7 to 11 (inclusive) and 14 will survive.

Acknowledgment.

13.1 You acknowledge that if SCLP suffers an insolvency event SCLP’s rights and obligations under this Agreement may (at Aetherlight LP’s sole discretion) be deemed to vest in Aetherlight LP or its nominee. General Provisions.

14.1 SCLP may give notice to you by electronic mail to your e-mail address in our records, or in writing sent by registered mail, postage prepaid, or overnight courier to your address on record (if any). All notices given by you under this Agreement shall be mailed to: Scarlet City LP, Suite 5, 399 New North Road, Kingsland, Auckland 1021, New Zealand.