Terms of Use

3. Tournaments 

These Terms incorporate the rules and guidelines that apply to your use of the Site, Game, Services and Content, as well as your participation in, or sponsorship of, any tournament (the “Tournament”). 

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To sponsor a Tournament, you must notify and provide Cloudhead with all necessary information including without limitation, the location, time, and anticipated revenue of the Tournament in a timely manner and you must obtain the prior written approval of Cloudhead in the form of an executed Tournament License Agreement (“Tournament License Agreement”), in the form provided by Cloudhead in its sole discretion. Tournament enquiries must be submitted by email to Cloudhead at: marketing@cloudheadgames.com at least 60 days in advance of the start date of any Tournament for which you are notifying Cloudhead of. 

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4. Mods 

The Services may either or both: (i) include; or (ii) provide access to, tools or third party services that allow you to create and customize Content within the Games, including, but not limited to, the ability to modify levels, maps, scenarios and all other Content (“Mods”), which may be used and shared in the framework of the Games and the Online Editor Services. For the purposes of the Terms, “Online Editor Services” refers to any platform permitted by Cloudhead that allows you to access the Games, access a group of functions and information pertaining to the Games, to interact with game play methods in relation to the Games, and to access tools to create and share Mods pertaining to the Games or that enable you to export Mods from the Games and back into the Games, in accordance with these Terms. 

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If you decide to access any Online Editor Services, you do so entirely at your own risk. Cloudhead does not issue any guarantee whatsoever and shall not accept any liability in relation to Online Editor Services, including, but not limited to: 
 

• the availability of the Online Editor Services;
   

• Infringement, by any person whatsoever, of intellectual property rights of a third party caused by the use of the Online Editor Services; 
   

• any level or type of loss or damage attributable to viruses or other malware likely to infect computer hardware, software, data or other assets of a user, and occasioned by people accessing the Online Editor Services, and using or downloading it or attributable to transfer by email or attachments received from Cloudhead or its licensors; or 
   

• the correction of any error, or interruption or continuous flawless operation of the Online Editor Services. 
   

For the purposes of these Terms, any third party Online Editor Services are considered Linked Sites, and may be subject to the terms and conditions and the privacy policies imposed by third parties. You will comply with all applicable third party terms of service, end user license agreements, and policies relating to Mods, including any agreements or policies provided by any Online Editor Services (“OES Agreements”). If there is a conflict between these Terms and the terms and conditions in any such applicable OES Agreements, the terms in the OES Agreements will prevail over the conflicting terms in these Terms, but solely for the purpose of the specific OES Agreement and not for any other purpose. We encourage you to review the terms in any applicable OES Agreement. You shall be solely and exclusively liable for using and sharing all Mods that you create and you should in all instances respect these Terms and the terms in any applicable OES Agreement at the time of creating, using or sharing all Mods. Cloudhead may under no circumstances be held liable for any alteration in the quality of the Games, alteration or loss of UGC at the time of, or otherwise due to you creating, using, or sharing any Mods, or the infringement by any Mods of any intellectual property right held by any third parties that may result from you using, creating or sharing any Mods. 
 

In exchange for use of the Site, Games or Services, and to the extent that your contributions through the use of the Site, Games or Services gives rise to any copyright or other intellectual property interest in the Mods, you hereby grant to Cloudhead, for the entire duration of protection granted to such intellectual property rights by applicable laws and international conventions, an unlimited, exclusive, perpetual, world-wide, royalty-free, fully transferable, sub-licensable, irrevocable right and license to use your Mods and all elements therein, in any manner whatsoever, , in connection with one or more of the Site, Games or Services, including, but not limited to, the right to reproduce, perform, broadcast, transmit, translate, license, post, sell, copy, modify, adapt, execute, display, edit, publish, transfer, incorporate in other works, extract elements in whole or in part, add or remove elements, create derivative works from, communicate to the general public by any means, whether now known or hereafter devised, and to distribute your Mods and your contributions, for any purpose whatsoever, commercial or otherwise, without any notice, credit or compensation to you of any kind. 

You hereby waive, and agree to never claim in any applicable jurisdiction, any moral rights of paternity, publication, reputation or attribution over the use of such Mods by Cloudhead or other players, including without limitation all rights you may have to: (i) be associated with or disassociated from such Mods; (ii) prevent the alteration, translation or destruction of such Mods; and (iii) control the use of such Mods in association with any product, service, cause or institution. You agree, at Cloudhead’s request, to execute documents as may be necessary or desirable to document or enforce the aforementioned license that you granted to Cloudhead, in a form provided by Cloudhead. If you fail or refuse to execute any such documents, you hereby appoint Cloudhead as your attorney in fact, which appointment is coupled with an interest and is irrevocable, to act on your behalf and to execute, deliver, record and file any such documents as may be necessary or desirable. You acknowledge that the power of attorney granted herein is a power coupled with an interest and cannot be revoked and will survive your incompetence or death. You agree that the above rights and wavier in respect of the Mods may be invoked by Cloudhead or any of its authorized representatives and that Cloudhead may assign the benefit of the above rights and waiver to any person. The license granted to Cloudhead and the above waiver of moral rights will survive any termination of these Terms. 

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Notwithstanding the foregoing, you acknowledge and accept that any and all Mods you create may include assets, materials and other Content that belong to one or both of Cloudhead and its licensors and nothing in these Terms or otherwise shall confer any transfer of rights (including intellectual property rights) to such Mods, which will continue to be owned by one or both of Cloudhead and its licensors. 

 

With respect to each Mod, you will provide complete and accurate disclosure in response to all requests made by Cloudhead or the Online Editor Services regarding the use of intellectual property within the Mod, the Mod’s security and data privacy measures and processes, and information pertinent to content ratings, and you are responsible for ensuring that the Mod is, and remains, compatible with the Services and the applicable Games. You represent and warrant that your Mods do not:

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• violate applicable law; 
   

• violate or infringe any third party rights, including intellectual property rights, contract rights, privacy rights, publicity rights, moral rights, or any other rights of any person or entity; or 
   

• contain any viruses or malicious code or content, such as any software that interferes with, disrupts, damages, or provides unauthorized access to devices, servers, networks or other properties or services of any third-party. 

Cloudhead reserves the right to take down any Mods in its discretion. 
 

Cloudhead does not permit the infringement of third party intellectual property rights through the Services. You acknowledge and agree that you will not create, generate or make available through the Games, Services or any Online Editor Services any Mod containing intellectual property rights to which you do not have a right to license or grant. 

You further represent, warrant and confirm that you have all necessary rights in any: (i) Mods which may be submitted to Cloudhead or uploaded to the Games, Services or any Online Editor Services; and (ii) songs you may upload to the Games, Services or Online Editor Services for use in the Mods, and all copyrights therein (the “User Song”), and that such User Songs are not subject to royalties, and Cloudhead has no obligation to pay royalties to any third party, including without limitation, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a sound recording PRO, any unions or other third parties. You shall not: (i) use or export Mods outside of the framework of the Games in which the Mods have been generated or any applicable Online Services Editor; or (ii)extract any component of the Game. Any creation and publication of Mods is strictly for personal and non commercial purposes only and you are not entitled to any compensation by Cloudhead for your Mods. 
 

Cloudhead has the right but not the obligation to monitor and edit or remove any Mod. 
 

Cloudhead also has the right to terminate your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms. Cloudhead may exercise these rights at any time, without notice or liability to you or any third party. 
 

5. Limitations of Liability 

Disclaimer of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SITE, GAMES, SERVICES AND ALL CONTENT ON THE SITE AND IN THE GAMES AND SERVICES, INCLUDING WITHOUT LIMITATION ANY LINKED SITES, ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, SUITABILITY OR ACCURACY, WHETHER ARISING BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. NONE OF CLOUDHEAD, CLOUDHEAD’S THIRD PARTY SERVICE PROVIDERS, NOR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING ANY CONTENT OR SERVICES CONTAINED IN THE SITE, GAMES AND SERVICES, THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS (COLLECTIVELY, THE “CLOUDHEAD PARTIES”) MAKE ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THAT THE SITE, GAMES, SERVICES AND ALL CONTENT CONTAINED IN THE SITE, GAMES AND SERVICES WILL BE UNINTERUPTED OR ERROR FREE, AS TO THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF ANY INFORMATION OR MATERIALS INCLUDED IN THE SITE, GAMES OR SERVICES OR IN RESPECT OF THE FITNESS FOR ANY INTENDED PURPOSE OF THE SITE, GAMES OR SERVICES. 

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DUE TO VARIATIONS IN HARDWARE, SOFTWARE, INTERNET CONNECTIONS AND INDIVIDUAL USAGE, THE CLOUDHEAD PARTIES DOES NOT WARRANT THE PERFORMANCE OF THE SITE, THE GAME OR THE SERVICES ON YOUR SPECIFIC  COMPUTER OR GAMING UNIT. CLOUDHEAD DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, THE GAME OR THE SERVICES; THAT THE SITE, THE GAME OR THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE SITE, THE GAME OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SITE, THE GAME OR THE SERVICES WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE OR HARDWARE OR THAT ANY ERRORS IN THE SITE, THE GAME OR THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY ANY CLOUDHEAD PARTY SHALL CREATE ANY WARRANTY.

 

IN NO EVENT WILL ANY CLOUDHEAD PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE OR MALFUNCTION OF THE SITE, THE GAME OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE GAME, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT ANY CLOUDHEAD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLOUDHEAD’S LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE GAME. 

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BECAUSE SOME PROVINCES/STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS OR EXCLUSION OR LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. 

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Limitation of Liability 

Limitation of Liability for the Use of the Site, Game(s), Services and Online Editor Services 

TO MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT CLOUDHEAD, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS WILL NOT BE LIABLE, WHETHER UNDER STATUTE OR IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, EQUITY OR UNDER ANY OTHER LEGAL THEORY, FOR ANY PERSONAL INJURY, PERSONAL PROPERTY DAMAGE, BREACH OF PRIVACY, LOSS OR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, THE REPLACEMENT COST OF PERSONAL PROPERTY, THE COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY, REPUTATIONAL LOSS OR DATA CORRUPTION OR DATA LOSS) ARISING OUT OF OR IN CONNECTION WITH THE USE (INCLUDING THE REPETITIVE USE) OF THE SITE, GAMES, SERVICES, CONTENT OR ONLINE EDITOR SERVICES OR A LINKED SITE, OR FOR ANY DELAY OR INABILITY TO USE THE SITE, GAMES, SERVICES, CONTENT OR ONLINE EDITOR SERVICES OR A LINKED SITE, HOWSOEVER ARISING INCLUDING THE NEGLIGENCE OF CLOUDHEAD, EVEN IF CLOUDHEAD IS MADE AWARE OF THE POSSIBILITY OF SUCH INJURY, LOSS, ACCIDENT OR DAMAGES. 

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THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES, MALWARE OR MALICIOUS SOFTWARE WHICH MAY INFECT YOUR EQUIPMENT OR DEVICES, FAILURE OF THE GAMES, SERVICES, OR ONLINE EDITOR SERVICES TO BE COMPATIBLE WITH YOUR HARDWARE OR SOFTWARE, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION OR INTERCONNECT LINES OR FIBER, OR OTHER CONNECTIVITY PROBLEMS, UNAUTHORIZED ACCESS OR UNAUTHORIZED DISCLOSURE OF PERSONAL INFORMATION OR DATA, THEFT, LOSS OF DATA, OPERATOR ERRORS, STRIKES OR OTHER LABOUR PROBLEMS OR ANY FORCE MAJEURE EVENT. CLOUDHEAD CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR FREE OR SECURE ACCESS TO THE SITE, GAMES, SERVICES/OR ONLINE EDITOR SERVICES. 

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Limitation of Liability for Third Party Goods, Services and Activities Arranged Through the Site 

YOU AGREE THAT CLOUDHEAD IS ONLY A CONDUIT FOR THE SERVICE PROVIDERS, SUPPLIERS AND ADVERTISERS OF THIRD PARTY GOODS AND SERVICES ADVERTISED ON OR AVAILABLE THROUGH THE SITE, GAMES, SERVICES, CONTENT OR A LINKED SITE, INCLUDING THIRD PARTY ACTIVITIES, AND CLOUDHEAD DOES NOT ENDORSE OR CONTROL ANY SUCH SERVICE PROVIDERS, THIRD PARTY SUPPLIERS, ADVERTISERS, THIRD PARTY ACTIVITIES OR THIRD PARTY GOODS OR SERVICES. ANY AND ALL CLAIMS REGARDING ANY FAILURE, BREACH, LOSS OR PERSONAL INJURY ARISING FROM OR IN CONNECTION WITH THIRD PARTY ACTIVITIES OR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SITE, GAMES, SERVICES, CONTENT OR LINKED SITES ARE LIMITED TO CLAIMS AGAINST ANY AND ALL SUCH SERVICE PROVIDERS, THIRD PARTY SUPPLIERS, ADVERTISERS AND THIRD PARTY ACTIVITY ORGANIZERS OR PARTICIPANTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CLOUDHEAD HEREBY DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, EQUITY OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN CONNECTION WITH THE THIRD PARTY ACTIVITIES AND GOODS OR SERVICES PROVIDED BY YOU OR ANY OTHER SERVICE PROVIDER, SUPPLIER, ADVERTISER OR THIRD PARTY ACTIVITY ORGANIZER THROUGH THE SITE, GAMES, SERVICES, CONTENT OR LINKED SITES, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY ACT, ERROR, OMISSION, PERSONAL INJURY, LOSS, ACCIDENT, DELAY OR IRREGULARITY WHICH MAY BE INCURRED THROUGH THE FAULT, NEGLIGENT OR OTHERWISE, OF SUCH SERVICE PROVIDER, SUPPLIER OR ORGANIZING ADVERTISER OR PARTICIPANT, AND YOU HEREBY IRREVOCABLY WAIVE, RELEASE, AGREE NOT TO SUE, AND FOREVER DISCHARGE CLOUDHEAD AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS, FROM ANY LIABILITY WITH RESPECT TO THE SAME. 

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Cap on Liability 

APPLICABLE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR PERSONAL INJURY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, EVEN IF THIS IS THE CASE, IN NO EVENT SHALL THE TOTAL LIABILITY OF CLOUDHEAD AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING LEGAL FEES) WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY OR UNDER ANY OTHER LEGAL THEORY, RELATED TO (I) YOUR USE (INCLUDING REPETITIVE USE) OF, OR THE INABILITY TO USE, THE SITE, GAMES, SERVICES, CONTENT OR ONLINE EDITOR SERVICES OR A LINKED SITE OR (II) THE THIRD PARTY ACTIVITIES AND GOODS OR SERVICES PROVIDED BY YOU OR ANY OTHER SERVICE PROVIDER, SUPPLIER, ADVERTISER OR THIRD PARTY ACTIVITY ORGANIZED THROUGH THE SITE, GAMES, SERVICES, CONTENT OR ONLINE EDITOR SERVICES OR A LINKED SITE, EXCEED THE AGGREGATE OF ALL AMOUNTS PAID (IF ANY) BY YOU TO CLOUDHEAD. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESESNTIAL PURPOSE. 

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6. Health and Safety Precautions 

The below should be reviewed before use of the Games. If the Games will be used by children, this information should be read and explained to them by an adult. Failing to review the below health and safety precautions may cause damage to property, injury or death. 

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Children

The Games should not be used by children under the age of 13, as this is a critical period in visual development. Adults should monitor children (age 13 and older) who are using or have used the Games for any of the symptoms described below, and should limit the time children spend using the Games and ensure that they take breaks during use. 

Prolonged use should be avoided, as it could negatively impact hand-eye coordination, balance, and multi-tasking ability. Adults should monitor children closely during and after use of the Games for any decrease in these abilities. 

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Epileptic Seizure Warning 

Please note that certain people are susceptible to epileptic seizures or loss of consciousness when exposed to certain flashing lights or light patterns, even if they have never experienced epileptic symptoms or been previously diagnosed with epilepsy. Such people may have a seizure while watching certain images on screens, including virtual reality headsets, or playing certain video games, including the Games. If you or anyone in your family has ever had symptoms related to epilepsy (seizures or loss of consciousness in particular) when exposed to flashing lights, you should consult your doctor prior to playing the Games. Parents and guardians should watch their children while playing the Games. Stop playing the Game and consult a doctor if you or your child has any of the following symptoms: 

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• Convulsions; 
   

• Eye or muscle twitching; 
   

• Loss of consciousness or awareness; 
   

• Altered vision; 
   

• Involuntary movements; or 
   

• Disorientation. 
   

Cloudhead is not liable for any death, injury or health complications resulting from any epileptic symptoms or conditions which may occur during or as a result of your use of the Games. To reduce the likelihood of a seizure or epileptic symptoms do not play the Games when tired or need sleep and take 10 or 15 minute breaks every 30 minutes while playing the Games. 

 

Motion Sickness 

Playing video games (especially virtual reality games), including the Games, may cause motion sickness in some players. If you or your child feels dizzy or nauseous when playing the Games, stop playing and rest. Do not drive, operate heavy machinery or engage in other demanding or strenuous activity until you feel better. To limit the risk of motion sickness while playing the Games, do not use the Games when you are tired, need sleep, are under the influence of alcohol or drugs, are hung-over, have digestive problems, are under emotional stress or anxiety, or when suffering from cold, flu, headaches, migraines, or earaches or other health issues which may increase your susceptibility to adverse symptoms. 

 

Repetitive Motion Injuries and Eye Strain 

Playing video games, including the Games, can make your muscles, joints, skin or eyes hurt. To avoid problems such as tendinitis, carpal tunnel syndrome, skin irritation or eyestrain: 
 

• Avoid excessive play; 
   

• Adults should monitor children for appropriate play; 
   

• Take a 10 to 15 minute break every 30 minutes while playing the Games; 
   

• If your hands, wrists, arms, eyes or other parts of your body become tired or sore while playing, or if you feel symptoms such as tingling, numbness, burning or stiffness, stop and rest for several hours before playing again; and 
   

• If you continue to have any of the above symptoms or other discomfort during or after playing any Game, stop playing and consult a doctor. 

 

Play Area Precautions 

Give yourself plenty of room to play the Games. Always be aware of your surroundings when playing the Games. While playing the Games, you will be moving around the play area and using your hands to gesture and control gameplay. Make sure the play area is clear of furniture, objects and other people that could be bumped into during game play. Please ensure that you are not near other people, objects, stairs, balconies, windows, walls furniture or other objects that may pose a danger to you or could be damaged during or immediately after using the Games. All objects that may pose tripping hazards, could cause injury or could be damaged as the result of your contact with them while playing the Games should be removed from the play area prior to your or your family members playing the Games. A minimum 6ft by 6ft unobstructed play area is recommended for Users safe enjoyment of the Game. Never handle sharp or dangerous objects while playing the Games. 

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As the Games are immersive virtual reality experiences, you may not be able to fully see or hear your surroundings while playing the Games, so necessary precautions should be taken to ensure the safety of yourself and those around you while you or your family members are using the Games. Before playing the Games, please take a moment to ensure that the play area and surrounding space is safe and free of potential hazards. Due to the immersive nature of the Games, sound volumes should be kept at low enough levels that you are able to maintain awareness of your surroundings while playing the Games and so as not to damage your hearing. Users should not use the Games if their awareness of your surroundings is impaired by lack of sleep, drugs, alcohol, the effects of a hangover, stress, anxiety or when suffering from a cold, flu, headaches, migraines or other illnesses. 

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Cloudhead is not liable for any damage to property, injury or death that may occur as the result of the interactions between you or your family members and people or objects in or around the play area during your use of the Games.

 

7. Indemnity 

YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS CLOUDHEAD, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ALL CLAIMS, LIABILITIES, ACTIONS AND CAUSES OF ACTION MADE OR BROUGHT AGAINST AND ALL COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE INDEMNIFIED PARTIES MAY SUFFER OR INCUR ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE (INCLUDING REPETITIVE USE) OR MISUSE OF THE SITE, GAMES, SERVICES, CONTENT, ANY LINKED SITES OR THIRD PARTY ACTIVITIES; (II) YOUR BREACH OR ALLEGED BREACH OF ANY OF THESE TERMS; (III) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAW; (IV) YOUR NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD; (V) YOUR INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT, RIGHT OF PRIVACY OR PUBLICITY OR ANY OTHER LEGAL RIGHT OF ANY PERSON OR ENTITY; (VI) YOUR ADVERTISING, MARKETING, PROMOTION, SALE OR DISTRIBUTION OF ANY GOODS OR SERVICES; AND (VII) YOUR ATTENDANCE OR PARTICIPATION IN ANY THIRD PARTY ACTIVITIES. 

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WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS INDEMNITY SECTION, WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT. YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR EXPRESS APPROVAL.

 

8. Violation of these Terms and Termination 

Cloudhead and our third party service providers may monitor, terminate or suspend your account or access to the Site, Services, Games or Content at any time. 

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You acknowledge and agree that Cloudhead or our third party service providers may, acting in its sole discretion and without prior notice to you, terminate or suspend your ability to access each or all of the Site, Games, Services or Content or any portions thereof, and, if applicable cancel your account for any reason including, without limitation: (i) if you violate or otherwise fail to strictly comply with any term or provision of these Terms or the terms of use of our third party service providers or platform hosts; (ii) if we have determined that your use has created or potentially created risk or legal exposure for Cloudhead, its affiliates or our third party service providers; (iii) in response to requests by law enforcement or any other government agencies; (iv) in response to requests from copyright holders, other users of the Site, Services, Games or our third party service providers or platform hosts who report instances of infringement or a breach of these Terms, or the terms of use of our third party service providers or platform hosts. 

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In addition to the foregoing, Cloudhead reserves the right to pursue all remedies available at law and in equity for violations of these Terms. You acknowledge and agree that monetary damages may not be an adequate remedy for any violation of these Terms by you and, without limiting any of Cloudhead’s other remedies, you hereby consent to, and authorize Cloudhead to obtain an injunction or other equitable relief from any court of competent jurisdiction without the necessity of having to post any bond or other form of security. You further authorize Cloudhead to disclose your personally identifiable information where reasonably necessary in connection with the foregoing. 

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These Terms, as amended from time to time by Cloudhead, shall remain effective until terminated by you or Cloudhead. Upon termination of these Terms for any reason, you must cease use of your account, if any, cease accessing and using the Site, Games, Services and Content, purge and destroy all electronic and other copies of any Content.

These Terms will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Games and all of its component parts, including without limitation all Content. You can also end these Terms by destroying the Games and all copies and reproductions of the Games and deleting and permanently purging the Games and all Content from any client server or computer or other devices on which it has been installed. 

 

9. Dispute Resolution 

You and Cloudhead agree that any dispute, claim or controversy arising out of or relating to these Terms, any policy or guarantee referred to herein, or the breach, termination, enforcement, interpretation or the validity thereof, or the use of the Site, Games, Services or Content (collectively, the “Disputes”) will be settled by final and binding arbitration, except that each party retains the right to (i) bring an individual action in the British Columbia Supreme Court, or the British Columbia Provincial Court (Small Claims Division) if the action is within the jurisdiction of that court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, confidential information or other intellectual property, proprietary, publicity or privacy rights. YOU ACKNOWLEDGE AND AGREE THAT YOU AND CLOUDHEAD ARE EACH IRREVOCABLY WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR SIMILAR REPRESENTATIVE PROCEEDING. Further, unless you and Cloudhead expressly agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding. Except where otherwise expressly provided in these Terms, all remedies of Cloudhead hereunder shall be cumulative. This “Dispute Resolution” section shall survive any termination of these Terms. 

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Any arbitration to be conducted pursuant to this “Dispute Resolution” section shall be conducted before a single arbitrator in accordance with the rules of the British Columbia International Commercial Arbitration Centre for Domestic Disputes. Ultimately, the selected arbitrator must have expertise in the subject matter of the dispute. The seat of the arbitration shall be in Vancouver, British Columbia. You and Cloudhead hereby irrevocably submit to the exclusive jurisdiction of the arbitrator in Vancouver, British Columbia and waive any defense in an arbitration based upon any claim that such party is not subject personally to the jurisdiction of such arbitrator, that such arbitration is brought in an inconvenient forum or that such venue is improper. The arbitral award shall be in writing and shall be final and binding on each of you and Cloudhead. The award may include an award of costs, including legal fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets. YOU ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS YOU ARE WAIVING ANY RIGHT THAT YOU MAY HAVE TO A JURY TRIAL WITH RESPECT TO THE RESOLUTION OF ANY DISPUTE UNDER THESE TERMS. 

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You irrevocably waive any objection you may have now or hereafter to the laying of venue of any action or proceeding in any court, arbitration or jurisdiction referred to in this Section 8 and any claim you may have now or hereafter that any action or proceeding brought in such forum or jurisdiction has been brought in an inconvenient forum. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to these Terms or to any dispute or transaction arising out of these Terms. 

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10. Updates and Changes 

Cloudhead reserves the right, acting in our sole discretion and at any time, to revise these Terms. Revised Terms will be posted to the Site and all changes are effective immediately upon posting. It is your responsibility to ensure that you are aware of the current Terms when you access or use the Site, Games and Services. Your continued use of the Site, Games or Services after any such changes come into effect shall constitute your acceptance of such changes. 

You acknowledge and agree that the Site, Games and Services are under continual

development and may include public patches or updates, which are generally available to all users, or private patches or updates which are available to a smaller number of users for testing and feedback before being made generally available. You further acknowledge and agree that you may be required to accept public patches and updates to the Site, Games or Services from time to time in order to continue to access the Site, Games or Services and your related account, if any. You acknowledge and agree that Cloudhead may update, modify, patch or discontinue any aspect of the Site, Games or Services, by remotely installing updates and patches or otherwise, without your consent or approval and with or without prior, or any, notice to you. 

You acknowledge that it may be necessary for you to update or upgrade third party software, hardware and devices from time to time in order to continue to access and use the Site, Games or Services and any related account. Cloudhead reserves the right to modify or increase the system specifications necessary to access and use the Site, Games or Services at any time and without notice and you are responsible for purchasing any necessary additional technology, systems or services in order to continue to access and use the Site, Games, Services and Content and any related account in the event of any change in the system specifications. Cloudhead reserves the right, at any time and without notice or liability to you, to update, modify and reset certain parameters of the Site, Games or Services. 

Cloudhead reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the following: 

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(a) modify, suspend or terminate operation of, or access to, any portion, features or functions of the Site, Games or Services including, but not limited to, hours of availability, geographical availability and applicable policies or terms; 
 

(b) make changes to any fees or charges, if any, related to your use of the Site, Games or Services; 
 

(c) remove links or references to any Linked Sites from the Site, Games or Services;
 

(d) make changes to the equipment, hardware or software required to use and access the Site, Games or Services; and 
 

(e) interrupt the Site, Games and /or Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications. 

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11. Internet Connection 

The Site, Games or Services may require an internet connection to access internet based features, authenticate the Site, Games or Services, provide updates or patches from time to time, or perform other functions. In order for certain features of the Site, Games or Services to operate properly, you may be required to have and maintain (a) an adequate Internet connection and/ (b) a valid and active account with an online service as set forth in the Site, Games or Services documentation, including, but not limited to, HTC Viveport, Meta, Steam, Sony. If you do not maintain such accounts, then certain features of the Game may not operate or may cease to function properly, either in whole or in part. 

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12. General 

Miscellaneous 

These Terms represent the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended, modified or deleted by Cloudhead at any time in accordance with the terms hereof. If any of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining Terms shall not be affected. 

 

Governing Law 

These Terms shall be construed (without regard to conflicts or choice of law principles) under the laws of the Province of British Columbia and the federal laws of Canada applicable therein. 

 

Waiver and Severability

The failure of Cloudhead to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void by a court of competent jurisdiction, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in anyway the remainder of such provision or any other provision of the Terms. 

 

Assignment 

You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with the prior express written consent of Cloudhead, which consent may be withheld in Cloudhead’s sole discretion, and any attempted assignment in violation of the foregoing is void. Cloudhead may assign any or all of its rights and obligations hereunder to an affiliate, subsidiary or a successor in title to the Site, Games, Services or the business and undertaking of Cloudhead. 

 

Enurement  

These Terms shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns. 

 

Force Majeur  

Cloudhead will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of events beyond the reasonable control of Cloudhead, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages or interruptions, brownouts, internet service provider failure or delay, cyberattacks, earthquakes, floods, spills, pandemics, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against. 

 

Entire Agreement 

These Terms, including the Privacy Policy and any supplemental terms and conditions referred to below, constitute the entire agreement between the parties concerning the subject-matter hereof and supersede and replace any and all prior oral or written understandings or agreements between you and Cloudhead regarding the Site, Games, and the Services. 

 

Survival  

The provisions of these Terms which require or contemplate performance after the expiration or termination of these Terms shall remain enforceable notwithstanding such expiration or termination. 

 

Relationship  

The relationship between the parties is that of independent contractors and neither party shall have the authority to bind the other in any way. 

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Supplemental Terms

Additional Terms and Conditions for Specific Cloudhead Games or Services 

Certain Cloudhead Games or Services may require you to read and agree to terms and conditions that are specific to those Games or Services, including the terms and conditions of our third party service providers or platform hosts. Your right to use such Games or Services is subject to those specific terms and these Terms. If there are any inconsistencies between those specific terms and these Terms, Cloudhead will be the sole arbiter of any such inconsistencies. 

 

Notices 

If you ever have any questions, concerns or complaints regarding these Terms or the Game, please contact:

CLOUDHEAD GAMES LTD. 

Attn: Privacy 

Coordinator 124 

Harlech Road Qualicum Beach, BC V9K 1G9 

privacy@cloudheadgames.com

31406.163712.CB1.21779023.6