Entropia Universe End User License Agreement (EULA)

2011-05-05

End User License Agreement

This End User License Agreement (“EULA” or "Agreement") is made between You (defined below as a "Participant" and/or "You"), who wish to use the Entropia Universe System and the Entropia Universe Services (both defined below) and MindArk PE AB (publ) ("MindArk"), a Swedish corporation having its principle place of business at Jarntorget 8, SE-41304 Gothenburg, Sweden.

1.        Arrangement

Upon Your acceptance of this EULA You will gain access to the Entropia Universe or any parts thereof.

As a newcomer You will be introduced to Entropia Universe via a starting area ("Entropia Universe Starting Area"). The Entropia Universe Starting Area allows You to explore some of the basic features of Entropia Universe but will not allow You full access to the Service. Once You have left the Entropia Universe Starting Area You cannot return there, but You will continue to an Entropia Universe Planet in the Entropia Universe.

Entropia Universe is the currently, and as from time to time amended and altered, virtual environment developed and supported by MindArk. The Entropia Universe may consist of several virtual planetary systems (“Entropia Universe Planet(s)”), where each one is created by and in collaboration between MindArk and third parties ("MindArk's Planet Partner(s)"). Each planet can be managed by a different third party (MindArk’s Planet Partner”). The Entropia Universe includes the Entropia Universe System and the Entropia Universe Services.

The Entropia Universe System is operated by MindArk and includes digital information (for example files containing computer software, script, texts, images, photos, drawings and other graphics, sound and video, database information), the Entropia Universe Client software and any data communication and/or network communication to or from the Entropia Universe Client software. In order to gain access to the Entropia Universe System, the Entropia Universe Client Software must be installed on Your computer. The Entropia Universe System, including the Client software , and any future patches, updates, modifications or related documentations, including without limitation, materials, user guides, manuals and drawings, are in a proprietary possession of MindArk and/or MindArk’s Planet Partner(s).

The Entropia Universe Services consist of a unique mixture of features, services and content, such as, but not limited to, on-line entertainment, community creation, communications, E-commerce, cultural and educational activities and much more, which are offered to Participants through different graphical environments or other client communication devices. Some features of this service may be free, and some for charge.

MindArk will provide the Entropia Universe System "as is". Any and all use of the Entropia Universe System is only allowed according to the terms and conditions set forth in this EULA. All use of the Entropia Universe System not in accordance with this EULA is expressly forbidden.

Before You can use the Entropia Universe System You have to register an Entropia Universe Account that has to be approved by MindArk. Your rights and obligations as an Entropia Universe Participant to use the Entropia Universe Services are regulated in each Entropia Universe Planet's Terms of Use (“ToU”).

You cannot become an Entropia Universe Participant until You have accepted both the EULA and the ToU. You hereby acknowledge that the installation of the Entropia Universe System on Your hardware or use of the Entropia Universe constitutes Your acceptance of the EULA and the ToU.

2.        Limited License

2.1        Limited and Non-Exclusive License

The Participant acknowledges that he or she shall have only a limited, non-exclusive, non-assignable license to make personal use of the Entropia Universe System and only in conjunction with the use of the Entropia Universe Services.

Your license is subject to Your acceptance of the Terms of Use, which is available here, and compliance with the EULA and the ToU.

2.2        Restricted Use

(i) No modification or de-compilation. The Participant may not translate, modify, copy, disassemble, de-compile, derive source code, create derivative works from or otherwise tamper with the Entropia Universe System, code, software, hardware or firmware provided therewith.

(ii) Use of the Entropia Universe Client. The Participant agrees upon not tampering, removing (except complete un-installation) or modifying the installed Entropia Universe Client Software and its associated files in any way whatsoever.

(iii) No transfer of license. The Participant may not sell, lease, sublicense or otherwise transfer any rights to the Entropia Universe System to third parties.

(iv) No transmission. The Participant may not distribute, transmit, broadcast or display parts of the Entropia Universe for commercial use, which has not been authorized by MindArk.

(v) No peripheral services or goods. The Participant may not provide any peripheral services or goods related to the Entropia Universe System. MindArk reserves the right to revoke this limitation either generally or in specific cases.

3.        No Interference

3.1        Prohibition to Interfere with the Entropia Universe System

You may not analyze, hack into, interrupt, redirect or in any other way affect or interfere with any data and/or network communication to or from the Entropia Universe System, the Entropia Universe servers, clients, websites and systems, as well as not use any other software than the Entropia Universe Client to interpret or affect data sent to or from the Entropia Universe server and client systems. You may also not replicate or in any other way falsely portray the Entropia Universe.

You may not use, launch or install any third party software, device or techniques that MindArk deems, at MindArk’s sole discretion, to be possible to use for collecting information from the Entropia Universe System or servers, constituting “cheating” and/or affecting the Entropia Universe in any way. This includes, without limitation, if possible to use for affecting the Entropia Universe System interface, the Entropia Universe environment, components, balancing and/or the Participant’s experience. MindArk reserves the right to revoke this limitation either generally or in specific cases.

3.2        You Consent to MindArk Monitoring Your use

You hereby give MindArk Your consent for monitoring Your use of the Entropia Universe System for the purpose of detecting use of unauthorized third party program or tool (as set out in paragraph 3 No Interference (EULA) 2:nd section).

4.        Ownership and Proprietary Rights

4.1        MindArk’s Proprietary Rights

The Entropia Universe and the Entropia Universe System, including, but not limited to, computer code, text, graphics, audio files, logotypes, button icons, images, characters, items, concepts, data compilation and software, is the property of or controlled or licensed by or to MindArk and/or MindArk’s Planet Partner(s) and protected by Swedish and international intellectual property rights laws.

MINDARK®, MINDARK PE™, PROJECT ENTROPIA, ENTROPIA UNIVERSE®, MINDBANK®, ENTROPIA PLATFORM®, PED®, PROJECT ENTROPIA DOLLAR® and other names and marks indicated in Entropia Universe and/or on MindArk’s and Entropia Universe’s websites (at www.mindark.com and at www.entropiauniverse.com) are trademarks of MindArk. Any Entropia Universe and/or MindArk design and any other, graphics, logotypes or icons that appear in Entropia Universe and/or on MindArk’s and Entropia Universe’s websites are trademarks of MindArk and/or respective MindArk’s Planet Partner(s).

Virtual items are fictional in-world graphical objects with a predefined set of parameters in Entropia Universe and will often have names similar or identical to corresponding physical categories such as "people", "real estate", "possessions”, “currency”, “cloths” and the names of specific items in those categories such as "house", "rifle", "tools", "armor", “coat”, “money” etc. (“Virtual Items”). Despite the similarity in terminology, all Virtual Items, including virtual currency, are part of the Entropia Universe System and/or features of the Entropia Universe, and MindArk and/or respective Mindark’s Planet Partner(s) retains all rights, title, and interest in all parts including, but not limited to Avatars, Skills and Virtual Items. These retained rights include, without limitation, patent, copyright, trademark, trade secret and other proprietary rights throughout the world. Notwithstanding any other language or context to the contrary, as used in this EULA and/or in the Entropia Universe in the context of Virtual Items, You expressly acknowledge that all terms like “exchange of”, “trade with”, “purchase of”, “sale of” or “use of” Virtual Items, and all similar terms in context of transactions with Virtual Items, refers to the licensed right to use a certain feature of the Entropia Universe or the Entropia Universe System in accordance with the terms and conditions of this EULA.

As part of Your interactions with the Entropia Universe, You may also, “construct”, “craft”, “compile”, “design”, “modify” or in any other way “create” Virtual Items. Notwithstanding any other language or context to the contrary, as used in this EULA and/or in the Entropia Universe in the context of the in-world creation of Virtual Items, You expressly acknowledge that You do not obtain any ownership right or interest in the Virtual Item You “create” but all such terms refer to the licensed right to use a certain feature of the Entropia Universe System or the Entropia Universe in accordance with the terms and conditions of this EULA. For clarity, MindArk and/or the respective MindArk’s Planet Partner retains all rights, title and interest to all Virtual Items You create in-world.

The Entropia Universe contains different systems, including but not limited to the services available via the Ad-System, Chat-System, Messaging-System, Land management System and Event System, that allow You to insert, use or create content, for example, text, graphics, audio and video in the Entropia Universe System. Subject to the following paragraph (Participant Content), You hereby grant MindArk the worldwide, perpetual, irrevocable, royalty-free, right to exercise all intellectual property rights for any said content, including, but not limited to, user-to-user communications.

Participant Content. The Entropia Universe even incorporates a communication system that allows You to submit images, videos, films, texts and other communications that can be then viewed by other Participants ("Participant Content"). MindArk provides You with the hosting services for said Participant Contents (the “Participant Content System”). For more information regarding Your rights and obligations concerning Participant Content and the Participant Content System please read Mindark’s Participant Content Policy.

4.2        Changes to the Entropia Universe System

It is hereby expressly clarified that the Virtual Items, accumulated in Your Account as well as the Avatar You use represent only a limited license right regulated by this EULA. Accordingly, MindArk may, at any time and at MindArk’s sole discretion, update, revise, implement patches or in any other way modify, manage and control the internal data and balancing of the Entropia Universe System and/or any aspect or feature of the Entropia Universe, with or without any prior notice to the Participant or responsibility for compensation due to loss or gain of value consequent to these modifications.

You agree that upon launching the Entropia Universe Client updates may automatically be downloaded and installed on Your hardware for the purpose of improving, enhancing or repairing the Entropia Universe System.

4.3        Third Parties Proprietary Right

The Entropia Universe System incorporates third party technologies and/or third party content, including code, text, audio files, graphics, icons, images, characters, items, animations, concepts etc (“Third Party Licensed Material”). Third Party Licensed Material is the property of Third Parties and is protected under international and local immaterial rights laws. You acknowledge that You may not modify, copy, disassemble, decompile, derive source code or create derivative works from Third Party Licensed Material. You further agree to use Third Party Licensed Material only to the extent necessary to use the Entropia Universe System and/or the Entropia Universe.

5.        LIMITATED WARRANTY

LIMITED WARRANTY. MINDARK REPRESENTS AND WARRANTS THAT IT HAS THE REQUISITE RIGHT AND LEGAL AUTHORITY TO GRANT THE LICENSE AND TO PROVIDE THE ENTROPIA UNIVERSE SYSTEM.

NO FURTHER WARRANTY. THE ENTROPIA UNIVERSE IS PROVIDED TO YOU "AS IS". THE ENTROPIA UNIVERSE IS NOT WARRANTED BY MINDARK TO BE UNINTERUPTED , COMPLETE, ACCURATE OR ERROR OR BUG FREE. MINDARK MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THE ENTROPIA UNIVERSE. ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.        MINDARK'S LIMITATION OF LIABILITY

MINDARK, ITS EMPLOYEES, OFFICERS AND DIRECTORS, ITS AFFILIATES AND SUBSIDIARIES SHALL, TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT, BE LIABLE TO YOU FOR ANY DAMAGES, LOSS OR EXPENSE INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE, OR ECONOMIC LOSS , INCLUDING WITHOUT LIMITATION TO ATTORNEY FEES, LOSS OF GOODWILL OR HARDWARE DAMAGES, ARISING FROM THE USE OF THE ENTROPIA UNIVERSE OR IN CONNECTION WITH YOUR TRANSMISSION OR USE OF ANY CONTENT USING THE ENTROPIA UNIVERSE.

YOU ACKNOWLEDGE THAT, TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, MINDARK SHALL NOT BE LIABLE TO YOU FOR THE LOSS OF ANY DATA OR ELECTRONIC FILES, INCLUDING, BUT NOT LIMITED TO, ACCOUNT, AVATAR, SKILLS AND/OR VIRTUAL ITEMS AND/OR CURRENCIES, FOR ANY REASON WHATSOEVER INCLUDING, BUT NOT LIMITED TO, SERVER FAILURE, INTERRUPTIONS OR CESSATION OF TRANSMISSION, INTERNET LATENCY, VIRUSES, BUGS, TROJAN HORSES AND THE LIKE, SOFTWARE AND/OR HARDWARE DEFECTS OR ERRORS, UNAUTHORISED USE OF THE ENTROPIA UNIVERSE SYSTEM OR SERVERS, USE OF CONTENT SUBMITTED TO THE ENTROPIA UNIVERSE, AND THE USE OF ENTROPIA UNIVERSE IN GENERAL.

You acknowledge that MindArk will not be liable for any damages or loss caused by failure to perform any term or condition of this Agreement due to conditions beyond MindArk’s reasonable control such as, but not limited to, war, terror attack, strikes, fires, floods, acts of God, governmental or authority restrictions, power failures, or damage or destruction of any network facilities or servers.

MindArk reserves the right to interrupt the services available via Entropia Universe and/or the operation of the Entropia Universe System with or without prior notice and for any reason. You agree that MindArk will not be liable for any loss or damage caused by interruption of the Entropia Universe, delay or failure to perform.

MINDARK'S LIABILITY TOWARDS ANY PARTICIPANT SHALL, IF ACKNOWLEDGED, IN EACH INCIDENCE BE LIMITED TO NO MORE THAN THE TOTAL AMOUNT TRANSFERRED INTO THE INVOLVED ACCOUNT BY SAID PARTICIPANT UNDER THE SIX MONTHS PERIOD PRIOR TO THE INCIDENT.

MindArk does not endorse any Participant Content or any opinion, recommendation, or advice expressed therein, and MindArk expressly disclaims any and all liability in connection with Participant Content (see furtherer terms for Participant Content in Paragraph 4.1 above).

MINDARK EXPRESSLY DISCLAIMS ALL REPRESENTATION AND WARRANTIES REGARDING GOODS OR SERVICES YOU OBTAIN FROM THIRD PARTIES DURING YOUR USE OF THE ENTROPIA UNIVERSE. YOU AGREE TO LOOK SOLELY TO THIRD PARTIES FOR ANY AND ALL CLAIMS REGARDING SUCH TRANSACTIONS WITH THIRD PARTIES. YOU FURTHER AGREE THAT THE SPECIAL 'THIRD PARTY'S ITEMS PURCHASE AGREEMENT' TERMS (THAT YOU ACCEPT IN THE CASE OF MAKING A THIRD PARTY ITEM PURCHASE) WILL APPLY AS A COMPLEMENT TO THIS AGREEMENT FOR ANY TRANSACTIONS OR COMMUNICATIONS BETWEEN YOU AND THE THIRD PARTY.

7.        Indemnification

You agree to indemnify, defend, and hold MindArk and its officers, employees, subsidiaries and affiliates harmless from and against, any losses suffered, incurred, or caused by You or by third party to the extent resulting from, arising out of, or relating to, any claim:

(i)                  that You are unlawfully using the Entropia Universe System or the Entropia Universe and/or Your Entropia Universe Account, including usage in breach of this Agreement, and/or;

(ii)                that You are non–compliant with any applicable law, regulations, agreement or other legal obligation, and/or;

(iii)              that Your Participant Content is infringing upon the proprietary or other rights of any third party.

Notwithstanding anything else in this Agreement for the avoidance of doubt, in case of Termination of your Account you acknowledge and agree to MindArk’s right to set off any claim for any loss sustained against the remaining PED value of Your Account or any other refund obligation it might have under this Agreement.

8.        Breach of License

Without limiting MindArk's legal remedies, if You fail to comply with the restrictions and limitations of the license herein (see Paragraphs 2-4 above) or if You otherwise breach this EULA or the agreements it incorporates by reference, MindArk may immediately terminate this Agreement, with or without prior notice to You.

You also agree that MindArk has the right to lock Your Entropia Universe Account in case of suspected Agreement violation during the period of investigation of the said violation.

Termination of this agreement on this ground may also result in Termination or Ban of Your Entropia Universe Account and termination of the ToU agreement. If Your Account was terminated for any reason, MindArk is under no obligation to provide You with a new license to use the Entropia Universe System in the future.

9.        Equitable Relief

Participant recognizes and acknowledges that any breach of or threat to breach this Agreement by Participant may cause MindArk irreparable harm for which monetary damages may be inadequate. Participant agrees, therefore, that MindArk shall be entitled to an injunction, without posting bond or undertaking and without proof of actual damages, to restrain Participant from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing MindArk from pursuing any remedy at law or in equity for any breach or threatened breach of this Agreement. 

10.      Terms of Agreement

10.1.     Term

This EULA is effective until terminated by the Participant or by MindArk.

Please note that if Your Account has been Locked or Banned according to the ToU Agreement You are still obliged to comply with this Agreement in its relevant parts.

If any provision of this Agreement shall be void or unenforceable for any reason, this will not affect the validity and enforceability of any remaining provisions of this Agreement.

10.2.     Termination of the EULA

MindArk may terminate this Agreement upon notice to the Participant. Such expiration may be made for any reason, and may be for one or more Participants.

MindArk reserves the right, pursuant to the conditions set forth in Paragraph 8 (Breach of the Agreement), to terminate this Agreement at MindArk's sole discretion, if You fail to comply with the terms of this Agreement.

The Participant acknowledges that a direct effect of termination of the ToU agreement, by either party and for any reason, will be the immediate termination of this EULA.

If You wish to end this Agreement at any time, You can do so by filing a request for Account Termination through Entropia Universe Support. MindArk reserves the right to collect fees, surcharges or costs incurred before You terminate this Agreement. In addition, You are responsible for any charges incurred to Third-Party vendors or content providers prior to Your termination.

10.3      Effect of termination of the EULA

The license granted to You by this EULA shall immediately cease, upon termination of the Agreement, either by You or by MindArk. Thus upon termination You must permanently remove the all parts of the Entropia Universe System, including the Entropia Universe Client, from Your computer.

All provisions of this Agreement that by their nature should survive termination of this Agreement do survive its termination, including, but not limited to, provisions on ownership, proprietary rights, warranty disclaimers, liability and remedy limitations.

11.      No Assignment

You may not assign this Agreement and you may not transfer or sublicense any license granted to you by this Agreement, except to the extent expressly permitted by this Agreement and by the ToU with regards to transaction with Virtual Items, or if obtaining a prior written consent from MindArk. MindArk may assign or transfer any of its rights or obligations under this Agreement or any parts thereof without any limitations.

12.      Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

13.     Additional Terms

Additional terms and conditions are incorporated into this agreement by the following documents in reference:

a. MindArk Privacy Policy

b. Entropia Universe Polices

c. Entropia Universe Account Terms of Use

d. Participant Content Policy

e. Voice Communication Service - Terms of Use

14.      Forum and Governing Law

14.1      Forum

You agree that all disputes under this Agreement shall be settled by a Swedish court in the city of Gothenburg. Notwithstanding the exclusive jurisdiction of a Swedish court as stipulated above, You acknowledge MindArk’s right to apply for injunctive and/or other equitable relief in any court of competent jurisdiction.

14.2      Governing Law

This Agreement is to be governed by, construed and enforced according to the laws of Sweden. You agree that any future dispute that might arise between You and MindArk is to be governed by the laws of Sweden, without regards to any principles of conflicts of laws and the United Nations convention on contracts for the International Sale of Goods.

15.      Final Agreement

15.1      Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.

15.2      MindArk’s Right to Change the Agreement

By accepting this Agreement and becoming a Participant You agree that MindArk may, at any time, update, revise or change this Agreement if MindArk reasonably consider it necessary to do so and upon prior notice to Participant as follows:

All changes will be posted on the Entropia Universe website . You should periodically check the website for such changes. If MindArk makes material changes or revisions to this Agreement, MindArk will attempt to provide You with a notice, via the e-mail address You provided upon registration.

Your continued participation in the Entropia Universe after notification of changes means that You have accepted the changes. If You do not want to accept the changes proposed by MindArk or any of the terms in this Agreement, Your only remedy is to end this Agreement and Terminate Your Account and cease using the Entropia Universe.

15.3      Conflict between different language versions of this Agreement

You acknowledge and agree that in the event of any inconsistency or conflict between the English version of this Agreement or any part or stipulation thereof, and another language version of this Agreement or any part or stipulation thereof, the English version of this Agreement shall prevail.

I hereby certify that I have read, understood and agree to the EULA. I acknowledge that by checking the “I accept” box or installing the Entropia Universe Client or parts of it I hereby enter an obliging agreement with MindArk.