THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO BETWEEN NEOPLE INC. (“NEOPLE”) AND YOU (“YOU” OR “YOUR”). IT IS IMPORTANT THAT YOU READ AND CAREFULLY UNDERSTAND THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND DO NOT WISH TO BE BOUND, DO NOT INSTALL THE GAME TO WHICH THIS AGREEMENT APPLIES OR OTHERWISE USE THE SOFTWARE TO WHICH THIS AGREEMENT APPLIES. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU WILL NOT BE ABLE TO ACCESS, DOWNLOAD OR USE THE SOFTWARE AND/OR THE SERVICE.
For purposes of this Agreement, the following terms shall have the following meanings (terms capitalized but not defined in this Agreement shall have the meaning given to them in our Terms of Use):
“Documentation” means the online, electronic or printed user guides and other documentation which NEOPLE makes generally available which describes the installation and use of the Software, regardless of how such documentation is accessed by you or delivered to you.
“Derivative Work” means a new or modified work that is based on or derived from a preexisting work, including, without limitation, a work that, in the absence of a license, would infringe the copyright in such preexisting work or that uses trade secrets or other proprietary information with respect to such preexisting work.
“Game” means the “Massively Multiplayer Online Role-Playing Game” or “Multiplayer Casual Online Game” or other game provided or serviced by NEOPLE, including the one to which this Agreement is appended.
“Intellectual Property Rights” means worldwide statutory and common law rights, existing now or in the future, associated with (a) issued patents, reissued or reexamined patents, revivals of patents, divisions, continuations and continuations-in-part of patents, all renewals and extensions thereof, utility models, and certificates of invention, regardless of country or formal name, published or unpublished nonprovisional and provisional patent applications, including the right to file other or further applications, reexamination proceedings, invention disclosures and records of invention; (b) works of authorship and visual artworks, including copyrights, moral rights, semiconductor topography and mask work rights, and all applications for registration, registrations, renewals and extensions of registrations thereof, together with all other interests accruing by reason of international copyright, semiconductor topography and mask work conventions; (c) proprietary information and materials, whether or not patentable or copyrightable, and whether or not reduced to practice, including without limitation all trade secrets, confidential information, business methods, ideas, research and development, inventions, designs, manufacturing and operating specifications and processes, know-how, formulae, customer and supplier lists, shop rights, designs, drawings, patterns, technical data, databases, data compilations and collections, computer programs, hardware, software and processes; (d) the trademarks, trade names, and service marks used by a party, whether registered or unregistered, together with the goodwill of the business associated therewith, and all applications for registration and registrations thereof, renewals thereof, the right to bring opposition and cancellation proceedings and any and all rights under the laws of trade dress, the respective stylistic marks and distinctive logotypes for such trademarks, trade names, and service marks and such other marks and logotypes as either party may designate from time to time in writing; and (e) all claims, causes of action and rights to sue for past, present and future infringement or use without consent of any of the foregoing rights.
“Service” shall mean the web sites provided by NEOPLE, its agents, designees, vendors or service providers and all related services and products, including, without limitation, Games hosted on servers controlled by NEOPLE, its agents, designees, vendors or service providers that are made available through the Internet for remote use by third parties.
“Software” means the Game software, in object code form only, and the media, Documentation and Updates for which you are granted a license pursuant to this Agreement.
“Term” shall have the meaning set forth in Section 11.
“Terms of Use” means NEOPLE's terms of use for the Service located at https://www.dfoneople.com, as may be amended by NEOPLE from time to time.
“Updates” means the object code forms of any modifications, error corrections, bug fixes, new versions, or other updates of or to the Software that may be provided or otherwise made available hereunder by NEOPLE to you during the Term.
The grant of license as set forth in Section 4 below is specifically conditioned upon the following:
You have accepted all of the terms in this Agreement and indicated your acceptance by selecting “YES,” “I AGREE,” or similar form of assent, as appropriate;
You will comply with all of the terms in this Agreement until such time as you have deleted all aspects of the Software from your machine;
You will use the Software only on a computer, running validly licensed copies of operating systems which the Game was designed to operate;
You will refrain from using any hacks, cracks, bots, or third party software which may modify, temporarily or permanently, the Software or the user experience of the Game, whether on your local machine or on servers which enable use of any features of the Game; and
You will comply with all requirements and obligations of the Terms of Use, which is specifically incorporated into this Agreement and is made a part hereof.
Game Accounts. To play the Game(s), you may be required to create and maintain an ID, a Game-specific account, and, in some cases, a platform specific account. To use or create an ID, you must register, or have previously established, an account on dfoneople.com. To use or create an account with a specific platform, you must register, or have previously established, an account with that platform.
Use of IDs. Creation and use of IDs, and subsequent use of are subject to the following terms and conditions:
When you create or update an ID, you must provide NEOPLE with accurate and up to date information that is personal to you, such as your name, address, phone number, and email address. NEOPLE’s retention of your personal information is subject to NEOPLE’s Privacy Policy, located at www.dfoneople.com.
Your use of the Games to interact with NEOPLE and other players is governed by NEOPLE’s Terms of Use, which are available at www.dfoneople.com. The Terms of Use are not meant to be exhaustive. The Terms of Use are incorporated into this Agreement by this reference, and are available for your review here.
You agree to pay all fees and applicable taxes incurred by you or anyone using your ID. NEOPLE may revise the pricing for the goods and services offered in connection with the Games at any time.
Use of Platform-Specific Accounts. Use of a platform-specific account, which may be required to play a specific Game or utilize certain features, will be subject to the terms and conditions of that Platform.
Ownership. As between NEOPLE and you, NEOPLE owns and shall retain all right, title and interest, including, without limitation, all Intellectual Property Rights, in and to the Software, and any portions thereof, including, without limitation, any copy or Derivative Work of the Software (or any portion thereof) and any Updates thereto. You agree to take any action reasonably requested by NEOPLE to evidence, maintain, enforce or defend the foregoing rights. You shall not take any action to jeopardize, encumber, limit or interfere in any manner with NEOPLE's ownership of and rights with respect to the Software, or any Derivative Work or Update thereof or thereto. You shall have only those rights in and to the Software and any Derivative Work or Update thereto as are expressly granted to you under this Agreement.
Limited Grant of License. Subject to the terms and conditions of this Agreement, NEOPLE hereby grants you a non-exclusive, nontransferable, nonsublicensable, limited right and license, during the Term, to:
Install a copy of the Software on one or more computers under your legitimate control;
Access and use the Software, solely in accordance with the Documentation and solely for your own personal, non-commercial, entertainment purposes; and
Except as set forth in this Section, no other right or license of any kind is granted by NEOPLE to you hereunder with respect to the Software. Title to the Software is not transferred to you. You own the medium on which the Software is recorded, but we retain all right, title and interest in and to the Software, and all Intellectual Property Rights therein.
Restrictions. You hereby acknowledge and agree that you shall not use the Software for any purpose other than your personal, non-commercial entertainment purposes, and that you shall use the Software in accordance with all applicable laws, rules and regulations. Except as expressly provided herein, you shall not, and shall not permit any third party to:
Copy all or any portion of the Software, except as may be incidental to using the Software on your machine as permitted by this Agreement;
Exploit the Software, in its entirety or individual components, for any purpose not expressly authorized by NEOPLE, including, without limitation (i) gathering in-game currency, items, or resources for sale outside of NEOPLE’s authorized systems and channels; (ii) performing in-game services that disrupt the normal gameplay experience (e.g., power-leveling); or (iii) communicating or facilitating (by text, live audio communications, or otherwise) any commercial advertisement, solicitation or offer through or within the Software;
Create, utilize or transact in any in-game item created or copied by exploiting a design flaw, undocumented problem, or program bug in the Software;
Decompile, disassemble or otherwise reverse engineer the Software, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques used or embodied in the Software or any portion thereof;
Modify, translate, or create any Derivative Works based upon the Software except as may be provided by the Software itself or under other permission from NEOPLE;
Distribute, disclose, market, rent, lease, grant a security interest in, transfer, assign, sublicense, pledge or otherwise transfer the Software, in whole or in part, or any Cash Item (as defined in the Terms of Use) to any third party whatsoever;
Host, provide or develop matchmaking services for the Software;
Intercept, emulate or redirect the communication protocols used by NEOPLE, or its designees, in any way, including, without limitation, through protocol emulation, tunneling, packet sniffing, modifying or adding components to the Software, use of a “data mining” utility program to intercept, read or “mine” information generated by the Software, or in any other way utilize a technique now known or hereafter developed that would allow for or otherwise make available unauthorized play of the Game or other use of the Software;
Create, use or maintain any unauthorized connections to the Software;
Remove or alter any copyright, trademark, or other Intellectual Property Right notices, legends, symbols, or labels appearing on or in the Software;
Disrupt or assist in the disruption of (i) any computer used to support the Software or a Game environment; or (ii) any other player’s Game experience. ANY ATTEMPT BY YOU TO DISRUPT THE SOFTWARE OR UNDERMINE THE LEGITIMATE OPERATION OF ANY GAME MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS;
Violate NEOPLE’s Terms of Use (which are available at www.dfoneople.com); and
Use the Software for any purpose that (i) violates applicable law or regulation; or (ii) violates this Agreement.
Operate two or more game clients on a single device in real time by using the 3rd party/illegal program.
Hosting of the Service. You acknowledge and agree that the Software is used to play the Game through the Service.
Updates. During the Term, NEOPLE may provide you with Updates as they are made generally available by NEOPLE. You acknowledge that, to the extent NEOPLE licenses some or all of the Software and/or other components of the Service from third party vendors (“Vendors”), such Vendors, and not NEOPLE, are responsible for creating Updates, if any, and making them available for installation or distribution. Any Update provided or made available by NEOPLE hereunder shall be deemed part of the Software and shall be subject to the terms and conditions of this Agreement.
Game Policies. Your use of the Software to interact with NEOPLE and other players is governed by NEOPLE’s game policies (the “Game Policies”). The Game Policies are not meant to be exhaustive. The Game Policies are incorporated into this Agreement by this reference, and are available for your review at www.dfoneople.com.
Your Further Obligations. You shall be solely responsible for any and all costs and fees in connection with accessing and using the Software and/or the Service, including, without limitation, Internet service provider fees, telecommunications fee and the costs of any and all equipment used by you in connection with the Software and/or the Service. You acknowledge that NEOPLE shall have no obligation to assist you in using or accessing the Software, except as expressly set forth in this Agreement. In addition, you agree to adhere at all times to the Terms of Use made available through the Service, as may be amended from time to time.
Monitoring of the Service. NEOPLE shall have the right to monitor and/or record your communications (except for any communication by private message)
when you use the Software, and you acknowledge and agree that when you use the Software, that you have no expectation that your communications will be private. NEOPLE shall
have the right to disclose your communications for any of the following reasons:
(a) to satisfy any applicable law, regulation, legal process or governmental request;
(b) to enforce the terms of this Agreement or any other NEOPLE policy;
(c) to protect NEOPLE’s legal rights and remedies;
(d) to protect the health or safety of anyone that NEOPLE believes may be threatened; or
(e) to report a crime or other offensive behavior.
Rules Regarding Online Conduct. You may not do, and will be in violation of this Agreement if you do, any of the following:
Post, transmit, promote, or distribute content that violates any law or regulation.
Harass, threaten, embarrass, or do anything else to another user that is unwanted.
Transmit or facilitate distribution of 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.
Promote or encourage any illegal activity including hacking.
Violate any applicable laws, regulations and rules wherever you are using the Game. This includes rules for use of third-party technology and content, rules of interactive service providers, and federal, state, local and foreign laws where applicable. Ignorance of the law is no excuse.
Do anything that interferes with the ability of other users to enjoy playing the Game in accordance with its rules, or that materially increases the expense or difficulty of NEOPLE, or the third party service provider (if applicable), in maintaining the Game for the enjoyment of all its users.
Sell, buy, trade or otherwise transfer or offer to transfer your NEOPLE Account, any personal access to Neople Services, or any Neople Content associated with your Neople account, including Virtual Currency and other Entitlements, either within Neople Service or on a third-party website, or in connection with any out-of-game transaction.
Sell, buy, trade, obtain or otherwise transfer or offer to transfer illegally obtained items or gold. Neople reserves the right to remove any illegally obtained items or gold from your account.
If you or someone using your Account violates these rules and fails to remedy this violation after a warning, Neople may take action against you, including revoking access to certain or all Neople Services, Content or Entitlements.
User Generated Content. NEOPLE does not pre-screen content that may be posted or made available through the Service by players, and as such NEOPLE does not assume any responsibility or liability for content that is generated by users in connection with the Game. NEOPLE does not assume any liability for any failure to remove, or any delay in removing, content. However, we reserve the right to remove or request that the third party service provider remove content that is objectionable to us for any reason. This determination is in our sole discretion and is final. If NEOPLE objects to content that you created, NEOPLE may in its sole discretion (either itself or if applicable by request to the third party service provider): (i) remove content; (ii) give warnings; (iii) restrict your access when you break the rules; or (iv) suspend or terminate your use without any notice to you. In addition, NEOPLE, may, in its sole discretion, terminate this Agreement, in part, immediately and without notice if your online conduct breaches this Agreement or infringes any third party intellectual property rights, or if we are unable to verify or authenticate any information you provide to us. If we terminate this Agreement under these circumstances, you will lose access to any online portions of the Game. You agree that you will be personally responsible for your use of the Game, and for all of your communication and activity in connection with Game, including any content you contribute, and that you will indemnify and hold harmless NEOPLE, its parent, affiliates, and their respective employees, officers, and directors from any liability or damages arising from your misconduct or negligence in connection with the Game.
License to User Generated Content. In exchange for use of the Software, and to the extent that your contributions through use of the Software give rise to any copyright interest, you hereby grant NEOPLE an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Software and related goods and services, including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. To the extent permitted by applicable law, you hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to NEOPLE's and other players' use and enjoyment of such assets in connection with the Game and related goods and services under applicable law. The license grant to NEOPLE, and the above waiver of any applicable moral rights, survives any termination or revocation of this Agreement.
Confidential Information. You acknowledge that, in the course of using the Software and exercising your rights under this Agreement, you may obtain confidential information relating to the Software, the Service or NEOPLE and its Vendors or other parties (“Confidential Information”). Such Confidential Information shall, as between you and NEOPLE, belong solely to NEOPLE and shall include, without limitation, the Software (including any and all Derivative Works and Updates), the existence of and terms of this Agreement, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, formulas, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and functional specifications, product requirements, problem reports, performance information, documents, and other technical, business, product, marketing, third party customers, and financial information, plans and data.
Use and Disclosure Restrictions. You hereby acknowledge and agree that the Confidential Information constitutes and contains valuable proprietary information and trade secrets of NEOPLE, and embodies substantial creative efforts and confidential information, ideas, and expressions. Accordingly, you agree: (a) to protect the Confidential Information from unauthorized dissemination and use; (b) to use the Confidential Information only for the performance of your obligations and in connection with the exercise of your rights hereunder; (c) not to disclose or otherwise provide to any third party, without the prior written consent of NEOPLE, any Confidential Information or any part or parts thereof; (d) to undertake whatever action is necessary to prevent or remedy (or authorize NEOPLE to do so in your name) any breach of your confidentiality obligations set forth herein; (e) not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Software, or on any other Confidential Information provided to you by NEOPLE; and (f) not to develop any other materials, products, or services containing any of the concepts or ideas contained in the Software or Service or any other Confidential Information.
Exclusions. The foregoing restrictions pertaining to the Confidential Information shall not apply with respect to any Confidential Information that: (a) was or becomes publicly known through no fault of you; (b) was known by you before receipt from NEOPLE, as evidenced by your contemporaneous written records, (c) becomes known to you without confidential or proprietary restriction from a source other than NEOPLE that does not owe a duty of confidentiality to NEOPLE with respect to such Confidential Information; or (d) is independently developed by you without use of the Confidential Information. In addition, you may use or disclose Confidential Information to the extent (i) expressly approved by an authorized representative of NEOPLE in writing, and (ii) you are legally compelled to disclose such Confidential Information; provided, however, prior to any such compelled disclosure you shall cooperate fully with NEOPLE in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.
Disclaimer of Warranties. To the extent Software and the Service are provided free of charge, they are provided as-is and NEOPLE makes no warranties as to their quality or fitness for a particular purpose. To the extent Software and the Service are provided against a fee, NEOPLE warrants that they will operate materially as specified in the applicable documentation or product description. In the event of any defect, we will provide subsequent performance by either removing the defect or providing a new version of the Software or Service that does not have the defect, within a reasonable time period allowing for at least three attempts at subsequent performance. If subsequent performance definitely fails, you may exercise your other statutory rights.
Limitation of Liability. NEOPLE’S LIABILITY, ON WHATEVER LEGAL GROUNDS, WHETHER ARISING FROM THE BREACH OF CONTRACT OR TORTUOUS ACT, IS EXCLUSIVELY DETERMINED IN ACCORDANCE WITH THE FOLLOWING PROVISIONS:
TO THE EXTENT THAT NEOPLE PROVIDES THE software AND/OR ANY OTHER CONTENT AND/OR SERVICE GIVING RISE TO LIABILITY FREE OF CHARGE, NEOPLE IS ONLY LIABLE FOR INTENT AND GROSS NEGLIGENCE.
TO THE EXTENT NEOPLE PROVIDES THE software AND/OR ANY OTHER CONTENT AND/OR SERVICE GIVING RISE TO LIABILITY AGAINST A FEE, NEOPLE 'S LIABILITY IS UNLIMITED IN CASES OF INTENT AND GROSS NEGLIGENCE. IN CASE OF SLIGHT NEGLIGENCE, NEOPLE IS ONLY LIABLE FOR THE BREACH OF ESSENTIAL CONTRACTUAL OBLIGATIONS. THE LIABILITY IN THE EVENT OF BREACH OF SUCH AN ESSENTIAL OBLIGATION IS LIMITED TO THE TYPICAL CONTRACTUAL DAMAGE FORESEEABLE UPON CONCLUSION OF THE CONTRACT ON ACCOUNT OF THE CIRCUMSTANCES KNOWN AT THAT TIME. “ESSENTIAL CONTRACTUAL OBLIGATIONS” ARE OBLIGATIONS THE FULFILLMENT OF WHICH IS ESSENTIAL TO ENABLE THE PROPER IMPLEMENTATION OF THE CONTRACT AND THE ACHIEVEMENT OF ITS PURPOSE AND THE OBSERVATION OF WHICH YOU MAY THEREFORE GENERALLY RELY UPON.
NEOPLE IS NOT LIABLE FOR DISTURBANCES WITHIN THE NETWORK THAT ARE NOT CAUSED BY NEOPLE, AND YOU ARE RESPONSIBLE FOR REGULARLY BACKING UP YOUR DATA. NEOPLE IS LIABLE FOR LOSS OF DATA IN ACCORDANCE WITH THE FOREGOING PARAGRAPHS ONLY TO THE EXTENT THAT SUCH A LOSS COULD NOT HAVE BEEN AVOIDED BY ADEQUATE BACKUP MEASURES BY YOU.
THE LIMITATIONS OF LIABILITY OF THIS SECTION 8.2 ARE NOT APPLICABLE TO ANY DAMAGE OF LIFE, BODY OR HEALTH, FOR BREACHES OF A GUARANTEE, WHICH HAS TO BE EXPLICITLY DESIGNATED AS SUCH, OR FOR FRAUDULENTLY CONCEALED DEFECTS. LIABILITY UNDER THE PRODUCT LIABILITY ACT REMAINS UNAFFECTED.
THE LIMITATIONS OF LIABILITY OF THIS SECTION 8.2 ALSO APPLY TO NEOPLE’S OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS.
As a condition of your access to and use of the Software, you hereby agree to indemnify, defend, and hold NEOPLE and its parents, subsidiaries, affiliates, independent contractors, licensors, suppliers, advertisers, partners, sublicensees and sponsors, and NEOPLE’s and their directors, officers, employees, consultants, agents, attorneys and other representatives, harmless from and against, any and all claims, damages, losses, liabilities, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from: (a) your use, operation or combination of the Software with non-NEOPLE software, data, equipment or documentation if liability would have been avoided but for such use, operation, or combination; (b) your use of other than the then-current, unaltered version of the Software; (c) your activities after NEOPLE has notified you that NEOPLE believes such activities may result in infringement or otherwise violate the rights of NEOPLE or any third party; (d) any modifications to the Software made by you; (e) your breach or alleged breach of this Agreement; and/or (f) your violation of any applicable law or the rights of any other person.
While playing our games, you may have the opportunity to visit our online stores and use online "cash" to license a variety of virtual items that can be used while playing various games. You may be required to provide us or another payment service designated by us (e.g., PayPal) with your credit card information and other information related to your credit card transaction (e.g., your billing and shipping address on record with the applicable credit card company, your credit card expiration date, etc.). For each "real world" U.S. Dollar or unit of other currency that you authorize us to charge to your credit card, you will be awarded a designated amount of virtual currency; provided, however, that we reserve the right in our sole discretion at any time to change the number of units you will be entitled to for each "real world" U.S. Dollar or unit of other currency. YOU UNDERSTAND AND AGREE THAT ONCE YOU AUTHORIZE US OR ANOTHER DESIGNATED PAYMENT SERVICE TO CHARGE YOUR CREDIT CARD FOR A CERTAIN AMOUNT, SUCH AMOUNT SHALL UNDER NO CIRCUMSTANCES BE REFUNDABLE, INCLUDING, WITHOUT LIMITATION, UPON TERMINATION OF YOUR ACCOUNT FOR ANY REASON, TERMINATION OF THIS AGREEMENT AND/OR THE DISCONTINUATION OF THE SERVICE. You may also be awarded points to use for virtual “shopping.” These points have no "real world" value, but may be exchanged by you for designated items. Certain items have an expiration date, while others have no expiration date. Each item that you obtain using virtual currency or points will be included in your account until the earlier of that item's expiration date, your account's expiration or termination date, or such date when the Application is discontinued. REGARDLESS OF THE CONSIDERATION OFFERED OR PAID IN EXCHANGE FOR VIRTUAL CURRENCY, YOU DO NOT HAVE ANY OWNERSHIP RIGHTS IN THE ITEMS OBTAINED WITH VIRTUAL CURRENCY. We have no liability for loss of your items from your account, provided we will use reasonable efforts to replace such items under certain circumstances in our reasonable discretion. We have no obligation or responsibility to and will not reimburse you for any item or any experience lost due to your violations of this and any other rules, policies, notices and/or agreements. You understand that any credit card transaction-related information will be treated by us in the manner described herein and in our Privacy Policy, and, as applicable, in the manner described in the privacy policy of any third-party payment service that we choose to use. You agree that all information that you provide to us or a designated third-party payment service will be accurate, current and complete. You hereby agree to pay all charges incurred by you (or your child, if applicable) resulting from your use of the Applications at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to such transactions. You understand that we may suspend or terminate your account if for any reason a charge you authorize us to make to your credit card cannot be processed or is returned to us unpaid and, if such event occurs, you shall immediately remit to us payment for such charge through the use of another credit card or other payment mechanism. We shall not be responsible or liable for any credit card or bank-related charges or fees related to any of your transactions. We reserve the right, without prior notification, to limit the order quantity on any item and/or to refuse to provide you with any item. Verification of certain information applicable to a transaction involving an item may be required prior to our acceptance thereof. Price and availability of the items are subject to change without notice. You agree that you cannot and have no right to sell or otherwise transfer any of the items, virtual currency or any other content or information included in the Applications, in whole or in part, to any third person or entity whatsoever, including, without limitation, on Internet auction sites (e.g., eBay, IGE), hack sites, private server sites, gold farming sites or in return for anything of value (including "real" money) or otherwise. You acknowledge that the virtual currency acquired through the Applications is not real currency or any type of financial instrument and is not redeemable for any sum of money from us at any time.
Alterations to the Agreement. NEOPLE reserves the right to modify this Agreement at any time, with the exception of the provisions determining the parties' primary contractual obligations hereunder. The parties' primary contractual obligations will not be changed in the manner described in this section. NEOPLE will inform you by e-mail of any proposed modification of this Agreement, provide you with the proposed new version of this Agreement and notify you of the date when the new Agreement will be implemented. Any change is subject to a prior written (e-mail sufficient) notice of six weeks. If you do not expressly refuse the respective modification within six weeks from the date on which the new Agreement is implemented, you are deemed to have approved the modification of this Agreement. In the aforementioned notice of the proposed modification, NEOPLE will inform you expressly and specifically about the right to object within the six weeks period and the consequences of not expressly refusing the proposed modification.
Changes to the Software. NEOPLE may change, modify, suspend, or discontinue any aspect of the Game(s) or Software at any time, including removing items, or revising the effectiveness of items in an effort to balance a Game. NEOPLE may also impose limits on certain features or restrict your access to parts or all of the Software without notice or liability.
Term. This Agreement shall commence on the date you click the “I Accept” button below and shall continue until termination in accordance with this Section.
Termination. This Agreement shall remain effective until terminated in accordance with its terms. You are entitled to terminate this agreement at any time by uninstalling all aspects of the Software to which you have access and by submitting to NEOPLE’s customer support department a request to permanently delete all account information linked to you. NEOPLE may terminate this Agreement in the event that you fail to comply with the terms and conditions contained herein or the terms and conditions contained in the Terms of Use.
Effect of Termination. Upon the expiration or termination of this Agreement, all rights and licenses granted to you hereunder shall immediately terminate. Upon termination or expiration of this Agreement, you shall, at your sole expense, return to NEOPLE (or destroy, at NEOPLE's sole election) all Software and Confidential Information (and all copies and extracts thereof) then in your possession or under your control. Termination of this Agreement shall not act as a waiver of any breach of this Agreement and shall not act as a release of your liability for breach of your obligations under this Agreement. NEOPLE shall not be liable to you for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. NEOPLE's termination of this Agreement shall be without prejudice to any other right or remedy that it may have at law or in equity, and shall not relieve you of breaches occurring prior to the effective date of such termination. The provisions of Sections 1, 2, 4, 6, 7, 8, 9, 12 and 13 shall survive the expiration or any termination of this Agreement.
Disputes. In an effort to accelerate resolution and reduce the cost of any dispute, controversy or claim related to, or arising out of, this Agreement or any policy, document or agreement incorporated herein (“Dispute”), you and NEOPLE agree to first attempt to negotiate any dispute, controversy, or claim, whether based on contract, tort, fraudulent misrepresentation, statute, regulation, constitution, common law, equity, or any other legal basis, that arises out of or relates to the Dispute (except as set forth in Section 12.4 below) informally for at least thirty (30) days before initiating any court proceeding.
Negotiations will begin upon receipt of written notice by the party bringing the Dispute. NEOPLE will send its notice to your billing address and email you a copy to the email address you have provided to us.
You will send your notice to NEOPLE, Inc., 3198-8, 1100-ro, Jeju-si, Jeju-do, South Korea, Attn: Global Department
Competent Court. If a Dispute cannot be resolved through negotiations, the competent court to hear such Dispute shall be determined in accordance with applicable law.
Governing Law.
For All Users Other than permanent EU Residents. You agree that this Agreement shall be deemed to have been made and executed in the State of California, U.S.A., and any Dispute arising hereunder shall be resolved in accordance with the law of California.
For Permanent EU Residents Only: You agree that this Agreement shall be deemed to have been made and executed in the Grand Duchy of Luxembourg and that it is subject to the laws of Luxembourg. However, where the laws of Luxembourg provide a lower degree of consumer protection than the laws of your country of residence, the consumer protection laws of your country shall prevail.
1.The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded, regardless of your place of residence.
Attorneys' Fees. If any legal action, including, without limitation, an action for injunctive relief, is brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment, or the non-dismissing party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs and actual attorney fees paid or incurred in good faith.
Severability of Dispute Resolve. You and NEOPLE agree that if any portion of this Section 12 is found illegal or unenforceable, such portion shall be severed and the remainder of this Section 12 shall be given full force and effect.
Assignment. This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by you or NEOPLE without the prior written consent of the other party. Subject to the preceding sentence, the rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section 13.1 shall be null and void.
Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party, nor either party's agents, have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
Force Majeure. Neither party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, acts of a public enemy, error in the coding of electronic files, Internet or other network “brownouts” or failures, power failures, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities.
Captions and Section Headings. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
Equitable Relief. You acknowledge and agree that due to the unique nature of this Agreement, there can be no adequate remedy at law to compensate NEOPLE for your breach or threatened breach hereof; that any such breach or threatened breach will allow you or third parties to compete unfairly with NEOPLE resulting in irreparable harm to NEOPLE that would be difficult to measure; and, therefore, that upon any such breach or threat thereof, NEOPLE shall be entitled to injunctive and other appropriate equitable relief (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies it may have at law, hereunder, or otherwise.
Entire Agreement; Amendment. This Agreement (together with the Terms of Use) constitute the entire agreement between the parties concerning the subject matter hereof, and supersedes (a) all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements, and communications, whether oral or written, between the parties relating to the subject matter of this Agreement; and (b) all past courses of dealing and industry custom.
© 2015 NEOPLE Inc. - All Rights Reserved
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