TERMS OF USE AGREEMENT OVERLOAD TM
Overload TM (the “Game”) is a free-to-play, session-based, multiplayer online battle arena game
developed and operated by SUGA Studio (“SUGA”). For purposes of this Agreement (defined
below), “you” and “your” mean the user of the platform on which the Game will be or has been
installed.
PLEASE READ THIS TERMS OF USE AGREEMENT (THIS “TERMS OF USE” OR
"AGREEMENT") CAREFULLY. BY CLICKING THE "ACCEPT" BUTTON BELOW, OR
BY PARTICIPATING IN THE GAME, OR BY USING THE
HTTP://WWW.PLAYOVERLOAD.IO WEBSITE AND RELATED WEBPAGES (THE
“SITE”), YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY
WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE
TERMS OF THE AGREEMENT, CLICK ON THE BUTTON THAT INDICATES THAT YOU
DO NOT AGREE TO ACCEPT THE TERMS OF THIS AGREEMENT (IF APPLICABLE)
AND DO NOT PARTICIPATE IN THE GAME OR USE THE SITE.
I. LIMITED USE LICENSE
The Site and the Game are available for use only by authorized end users in accordance with the
terms and conditions set forth in this Agreement. In addition to this Agreement. The Site, and the
Game (collectively, the “Properties”) are provided for your individual, non-commercial,
entertainment purposes only. Except as may be expressly permitted by SUGA, you may not sell,
copy, exchange, transfer, publish, assign or otherwise distribute anything you copy or derive
from the Properties.
II. REQUIREMENTS
In using the Site, and/or by clicking “accept” when you install the Software, you acknowledge
that you have read, understand and agree with the terms of this Agreement. You are wholly
responsible for the cost of all internet connection fees, along with all equipment, servicing, or
repair costs necessary to allow you access to the Game.
III. ACCOUNT INFORMATION
A. General. While some elements of the Site and the Game may be generally accessed by the
public, certain aspects of the Site and the Game (e.g. posting in the Forums, as defined below)
require you to create an Account by providing SUGA with certain personal information,
specifically, your email address and date of birth. You agree that you will supply accurate and
complete information to SUGA, and that you will update that information promptly after it
changes. The information will be used by SUGA for a variety of internal purposes, including
without limitation, to maintain the Account, to ensure that your Account is unique, to deal with
security, debugging and technical support issues, and for possible payment-related issues. You
acknowledge that, if any information provided by you is untrue, inaccurate, not current or
incomplete, SUGA reserves the right to terminate this Agreement, your Account, and/or your use
of the Game. Please note that in utilizing certain areas of the Site or the Game, you will be
requested to provide additional information in order to complete a purchase, such as your name,
full address, credit card information or other payment information as appropriate to the selected
payment method.
B. Eligibility. Only “natural persons,” as opposed to any kinds of legal entities (e.g.,
corporations, limited liability companies, and/or partnerships), shall have the privilege of
establishing an Account. By entering into this Agreement and creating an Account, you represent
that you have the legal capacity to enter into a contract in the jurisdiction where you reside. You
agree to comply with this Agreement on behalf of yourself and, at your discretion, any minor
children for whom you are the parent or legal guardian and whom you have authorized to play
the Game using your Account. You further agree that you are entirely liable for all activities
conducted through your Account, and are responsible for ensuring that you and/or your child is
aware of, understands, and complies with the terms of this Agreement and any and all other
SUGA rules, policies, notices and/or agreements.
THE SITE AND THE GAME ARE NOT DIRECTED AT CHILDREN UNDER 13 YEARS OF
AGE, NOR DOES SUGA KNOWINGLY COLLECT INFORMATION FROM CHILDREN
UNDER 13. IF YOU ARE UNDER 13, PLEASE DO NOT SUBMIT ANY PERSONALLY
IDENTIFIABLE INFORMATION TO SUGA.
C. Login Credentials. In creating an Account, you will be required to select a unique username
and password (collectively, “Login Credentials”), which you will use each time you access the
Game using your Account. You may not share your Account with anyone other than as expressly
set forth herein, and you are entirely responsible for maintaining the confidentiality of your
Login Credentials and for any and all activities (including purchases and charges, as applicable)
that are conducted through your Account. Please notify SUGA immediately if you become aware
of any breach of security, including any loss, theft or unauthorized disclosure of your Login
Credentials.
D. Account Sales. The Account supplied to you is personal to you, and SUGA does not
recognize and expressly forbids the transfer of user Accounts. You shall not purchase, sell, gift
or trade any Account, or make any such offer, and any attempt shall be null and void. Any
distribution by you of your Account and/or your Login Credentials (except as expressly provided
herein or otherwise explicitly approved of by SUGA) may result in suspension or termination of
your Account.
E. Suspension/Termination.
1. By SUGA. SUGA RESERVES THE RIGHT TO SUSPEND, TERMINATE, MODIFY OR
DELETE YOUR ACCOUNT AT ANY TIME FOR ANY REASON OR NO REASON, WITH
OR WITHOUT NOTICE TO YOU, AND WITH NO LIABILITY OF ANY KIND TO YOU.
Additionally, SUGA may stop offering and/or supporting the Game at any time. For purposes of
explanation and not limitation, most Account suspensions, terminations and/or deletions are the
result of violation of this Agreement. Accounts terminated by SUGA shall not be reinstated
under any conditions whatsoever.
2. By You. You may terminate your Account at any time, for any reason or no reason, by
contacting SUGA at support@suga.vn
IV. OWNERSHIP
A. Intellectual Property. All rights and title in and to the Properties, and all content included
therein (including, without limitation, user Accounts, computer code, titles, objects, artifacts,
characters, character names, locations, location names, stories, story lines, dialog, catch phrases,
artwork, graphics, structural or landscape designs, animations, sounds, musical compositions and
recordings, audio-visual effects, character likenesses, and methods of operation) are owned by
SUGA or its licensors. The Properties, and all content therein are protected by Vietnam and other
international intellectual property laws. SUGA and its licensors reserve all rights in connection
with the Properties, including, without limitation, the exclusive right to create derivative works
therefrom. You agree that you will not create any work of authorship based on the Properties
except as expressly permitted by SUGA. Additionally, except as otherwise set forth in this
Section IV.A, SUGA does not authorize you to make any use whatsoever of any SUGA
trademarks, service marks, trade names, logos, domain names, taglines, and/or trade dress
(collectively, the "SUGA Marks") under any circumstances without a written license agreement.
Any reproduction, redistribution, or modification of the Properties, or use of the Properties not in
accordance with the this Agreement, is expressly prohibited by law and may result in severe civil
and criminal penalties.
B. Game Assets, Virtual Items. When using the Game, you may accumulate in-Game assets
associated with your Account, including, without limitation, objects, artifacts, currency, items,
equipment, and/or other value or status indicators (“Game Assets”) that reside on servers
operated by SUGA as data. You acknowledge and agree that such Game Assets are accumulated
as part of your Account and therefore you shall have no ownership or other property interest in
any of those Game Assets. You further acknowledge and agree that SUGA has the right, but not
the obligation, to delete, alter, move, remove, or transfer any and all Game Assets, in whole or in
part, at any time and for any reason, with or without notice to you, and with no liability of any
kind to you. SUGA does not provide or guarantee, and expressly disclaims any value, cash or
otherwise, attributed to any data residing on servers operated by SUGA, including without
limitation the Game Assets associated with your Account.
C. Unsolicited Idea Submissions. SUGA values your feedback on its services and products, but
please do not submit any creative ideas, suggestions or materials. Neither SUGA nor any of its
employees and/or contractors accept or consider unsolicited ideas, original creative artwork or
other works, including, without limitation, ideas or suggestions for new or improved games or
technologies, game or product enhancements, marketing plans or names for new games
(collectively “Unsolicited Ideas”). Please do not send your Unsolicited Ideas to SUGA or its
employees and/or contractors. This policy is aimed at avoiding potential misunderstandings or
disputes when SUGA’ products or services might seem similar to Unsolicited Ideas that are
submitted. If you do submit your Unsolicited Ideas to SUGA or to any of its employees and/or
contractors despite this policy, then you hereby acknowledge and agree that, from the time of
transmission or dispatch, you grant SUGA and its designees a worldwide, perpetual, irrevocable,
sublicenseable, transferable, assignable, non-exclusive and royalty-free right and license to use,
reproduce, distribute, adapt, modify, translate, create derivative works of, publicly perform,
publicly display, digitally perform, make, have made, sell, offer for sale and import your
Unsolicited Ideas, including, without limitation, all copyrights, trademarks, trade secrets, patents,
industrial rights and all other intellectual and proprietary rights related thereto, in any media now
known or hereafter developed, for any purpose whatsoever, commercial or otherwise, including,
without limitation, giving the Unsolicited Ideas to others, without any compensation to you. To
the extent necessary, you agree that you undertake to execute and deliver any and all documents
and perform any and all actions necessary or desirable to ensure that the rights to use the
Unsolicited Ideas granted to SUGA as specified above are valid, effective and enforceable. You
also give up any claim that any use by SUGA and/or its licensees of your Unsolicited Ideas
violates any of your rights, including but not limited to moral rights, privacy rights, rights to
publicity, proprietary or other rights, and/or rights to credit for the material or ideas set for
therein.
V. CODE OF CONDUCT
While using any of the Properties, you agree to comply with all applicable laws, rules and
regulations. You also agree to comply with certain additional rules that govern your use of the
Properties (the "Code of Conduct"). The Code of Conduct is not meant to be exhaustive, and
SUGA reserves the right to modify this Code of Conduct at any time, as well as take appropriate
disciplinary measures including Account termination and deletion to protect the integrity and
spirit of the Properties, regardless of whether a specific behavior is listed here as prohibited. The
following are examples of behavior that warrant disciplinary measures:
A. Impersonating any person, business, or entity, including an employee of SUGA, or
communicating in any way that makes it appear that the communication originates from SUGA;
B. Posting identifying information about yourself, or any other user, to the Site or within the
Game;
C. Harassing, stalking, or threatening any other users in the Game;
D. Removing, altering or concealing any copyright, trademark, patent or other proprietary rights
notices of SUGA contained in the Site, the Game and/or the Software. You also may not transmit
content that violates or infringes the rights of others, including without limitation, patent,
trademark, trade secret, copyright, publicity, personal rights or other proprietary or non-
proprietary rights;
E. Transmitting or communicating any content which, in the sole and exclusive discretion of
SUGA, is deemed offensive, including, but not limited to, language that is unlawful, harmful,
threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, or racially,
ethnically, or otherwise objectionable;
F. Transmitting or facilitating the transmission of any content that contains a virus, corrupted
data, trojan horse, bot keystroke logger, worm, time bomb, cancelbot or other computer
programming routines that are intended to and/or actually damage, detrimentally interfere with,
surreptitiously intercept or mine, scrape or expropriate any system, data or personal information;
G. Spamming chat, whether for personal or commercial purposes, by disrupting the flow of
conversation with repeated postings of a similar nature;
H. Participating in any action which, in the sole and exclusive judgment of SUGA, "exploits" an
undocumented aspect of the Game in order to secure an unfair advantage over other users;
I. Participating in any action which, in the sole and exclusive judgment of SUGA, defrauds any
other user of the Game, including, but not limited to, by "scamming" or "social engineering;”
J. Using any unauthorized third party programs, including but not limited to "mods," "hacks,"
"cheats," "scripts," "bots," "trainers," and automation programs, that interact with the Software in
any way, for any purpose, including, without limitation, any unauthorized third party programs
that intercept, emulate, or redirect any communication between the Software and SUGA and any
unauthorized third party programs that collect information about the Game by reading areas of
memory used by the Software to store information;
K. Accessing or attempting to access areas of the Game or Game servers that have not been
made available to the public;
L. Selecting a name that is falsely indicative of an association with SUGA, contains personally
identifying information, infringes on the proprietary or non-proprietary rights of third parties, or
that is offensive, defamatory, vulgar, obscene, sexually explicit, racially, ethnically, or otherwise
objectionable. You may not use a misspelling or an alternative spelling to circumvent this
restriction on name choices. SUGA may modify any name which, in the sole and exclusive
judgment of SUGA, violates this provision without further notification to you, and may take
further disciplinary measures, including Account termination, for repeated violations; and may
take further disciplinary measures, including Account termination, for repeated violations.
VI. USER CONTENT
A. Ownership. “Content” means any communications, images, sounds, and all the material and
information that you upload or transmit through the Site or the Game, or that other users upload
or transmit, including, without limitation, any Forum (defined below) postings.
You hereby acknowledge and agree that you remain fully responsible for and are the owner of
any and all Content. However, you grant SUGA from the time of uploading or transmission of
the Content through any channel, non-exclusively, all now known or hereafter existing
copyrights and all other intellectual property rights to all Content of every kind and nature, in
perpetuity (or for the maximum duration of protection afforded by applicable law), throughout
the universe and you hereby grant SUGA as a present non-exclusive license of future rights all
such intellectual property rights to the extent owned by you. In the event that any of the Content
is not licensable, you hereby grant to SUGA and its licensors, including, without limitation, its
respective successors and assigns, a perpetual, irrevocable, sublicensable, transferable,
worldwide, paid-up right to reproduce, fix, adapt, modify, translate, reformat, transmit, or
provide access to electronically, broadcast, communicate to the public by telecommunication,
display, perform, enter into computer memory, and use and practice such Content as well as all
modified and derivative works thereof, without compensation to you. To the extent necessary,
you agree that you will undertake to execute and deliver any and all documents and perform any
and all actions necessary or desirable to ensure that the rights to use the Content granted to
SUGA as specified above are valid, effective and enforceable. You also hereby waive any moral
rights you may have in such Content under the laws of any jurisdiction to the maximum extent
permitted by the laws of your jurisdiction. You represent, warrant and agree that none of the
Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on
the part of SUGA and SUGA will not be liable for any use or disclosure of any Content. You
further acknowledge and agree that you shall not upload or otherwise transmit on or through the
Site or the Game any Content that is subject to any third-party rights.
B. Consent to Monitoring. SUGA does not, and cannot, pre-screen or monitor all Content.
However, its representatives may monitor and/or record your communications (including,
without limitation, Forum postings and/or Chat) when you are playing the Game or using the
Site, and you hereby provide your irrevocable consent to such monitoring and recording. You
acknowledge and agree that you have no expectation of privacy concerning the submission of
any Content. SUGA does not assume any responsibility or liability for Content that is generated
by users of the Site and/or Game. SUGA has the right but not the obligation, in its sole
discretion, to edit, refuse to post, or remove any Content. Furthermore, SUGA also reserves the
right, at all times and in its sole discretion, to disclose any Content for any reason, including,
without limitation (i) to satisfy any applicable law, regulation, legal process or governmental
request; (ii) to enforce the terms of this Agreement or any other agreement; (iii) to protect the
legal rights and remedies of SUGA; (iv) where someone’s health or safety may be threatened; or
(v) to report a crime or other offensive behavior. Please take care to not provide any personally
identifiable information in the Chat or the Forums and to abide by the Code of Conduct,
understanding that you do not have an expectation of privacy in the Content you provide in the
Chat or Forums, and that members of SUGA and the Community, outside of those you play
directly with or against in the Game, might have access to the information in the Chat or the
Forums at any time.
C. Forums. If you have a valid and active Account, you may post communications and other
content to the “forums” section of the Site (the “Forums”). You agree to abide by the Code of
Conduct, as well as the policy concerning Links (found below) while participating in the Forums.
You understand that much of the information included in the Forums is from other players who
are not employed by or under the control of SUGA. You further acknowledge that a large
volume of information is available in the Forums and that people participating in such Forums
may occasionally post messages or make statements, whether intentionally or unintentionally,
that are inaccurate, misleading, deceptive, abusive or even unlawful. SUGA neither endorses nor
is responsible for such messages or statements, or for any opinion, advice, information or other
utterance made or displayed in the Forums by you or the other users. The opinions expressed in
the Forums reflect solely the opinions of you and/or the other users and may not reflect the
opinions of SUGA. SUGA is not responsible for any errors or omissions in postings, for
hyperlinks embedded in messages or for any results obtained from the use of the information
contained in the Forums. Under no circumstances will SUGA be liable for any loss or damage
caused by your reliance on the information in the Forums or your use of the Forums. You should
be aware that, when you disclose information about yourself in a Forum, the information is being
made publicly available and may be collected and used by other users. When you disclose any
information in a Forum, you do so at your own risk. SUGA reserves the right to, but has no
obligation to, monitor the Forums, or any postings or other materials that you or other players
transmit or post on the Forums, to alter or remove any such materials, and to disclose such
materials and the circumstances surrounding their transmission to any third party in order to
operate the Site properly or to comply with legal obligations or governmental requests.
VII. UPDATES AND MODIFICATIONS
A. Agreement. SUGA reserves the right, in its sole and absolute discretion, to revise, update,
change, modify, add to, supplement, or delete certain terms of this Agreement as the Properties
evolve; provided, however, that material changes to this Agreement will not be applied
retroactively. Such changes will be effective with or without prior notice to you. You can review
the most current version of this Agreement by clicking on the “Terms of Use” link located at the
bottom of the Site. You are responsible for checking this Agreement periodically for changes. If
any future changes to this Agreement are unacceptable to you or cause you to no longer be in
agreement or compliance with this Agreement, you must terminate this Agreement and
immediately stop using the Properties. Your continued use of any of the Properties following any
revision to this Agreement constitutes your complete and irrevocable acceptance of any and all
such changes. If at any time you do not agree with any portion of the then-current version of a
particular SUGA policy, including but not limited to this Agreement, you must immediately stop
using the Properties.
B. The Properties. In an effort to improve the Properties, you agree that SUGA may change,
modify, update, suspend, “nerf,” or restrict your access to any features or parts of the Properties,
including purchased or unlockable content, and may require that you download and install
updates to the Software, at any time without notice or liability to you. You also understand and
agree that any such changes or updates to the Properties might change the system specifications
necessary to play the Game, and in such a case, you, and not SUGA, are responsible for
purchasing any necessary additional software and/or hardware in order to access and play the
Game.
VIII. LINKS
The Site may contain links to websites operated by other parties. SUGA provides these links to
you as a convenience, or other users might be posting these links as user-provided Content. Use
of these links and the external websites are at your own risk. The linked sites are not under the
control of SUGA, and SUGA is not responsible for the content available on the other sites. Such
links do not imply endorsement by SUGA of information or material on any other site, and
SUGA disclaims all liability with regard to your access to and use of such linked websites.
Should you choose to provide a link on the Site or within the Game (e.g., on the Forums or via
Chat) to an external website, unless otherwise set forth in a written agreement between you and
SUGA, you acknowledge and agree to the following: (i) the appearance, position and other
aspects of the link may not be such as to damage or dilute the goodwill associated with SUGA’
and/or its licensors’ names and trademarks; (ii) the appearance, position and other attributes of
the link may not create the false appearance that your organization or entity is sponsored by,
affiliated with, or associated with SUGA; (iii) when selected by a user, the link must display the
external website on full-screen and not within a “frame” on the linking Site; and (iv) SUGA
reserves the right to revoke its consent to the link at any time and in its sole discretion.
IX. FEES
Some aspects of the Game may require you to pay a fee, and you agree that you will provide
accurate and complete payment information to the third-party payment provider used by SUGA.
You further agree to pay all fees and applicable taxes incurred by you or anyone using an
Account registered to you. SUGA may revise the pricing for the Game or any item associated
therewith at any time. All fees and charges are payable in accordance with payment terms in
effect at the time the fee or the charge becomes due and payable. SUGA may, from time to time,
modify, amend, or supplement its fees and fee-billing methods, and such changes shall be
effective immediately upon posting in this Agreement or elsewhere on the Site or in the Game. If
there is a dispute regarding payment of fees to SUGA, your Account may be closed without
warning or notice at the sole discretion of SUGA.
YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER
CHARGES FOR FEE-BASED SERVICES ARE PAYABLE IN ADVANCE AND NOT
REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL
CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
X. NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT (DMCA)
If you are a copyright owner or agent thereof and believe that content posted on the Site by a
SUGA user infringes upon your copyright, please submit notice pursuant to the Digital
Millennium Copyright Act (17 U.S.C. § 512(c)) to the SUGA Copyright Agent with the
following information:
A. An electronic or physical signature of the person authorized to act on behalf of the owner of
the copyright;
B. A description of the copyrighted work that you claim has been infringed;
C. The URL of the location on the SUGA Site containing the material that you claim is
infringing;
D. Your address, telephone number, and email address;
E. A statement by you that you have a good faith belief that the disputed use is not authorized by
the copyright owner, its agent, or the law; and
F. A statement by you, made under penalty of perjury, that the above information in your notice
is accurate and that you are the copyright owner or authorized to act on the copyright owner's
behalf.
SUGA’s Copyright Agent can be reached by mail at: SUGA Studio at 1A Truong Quoc Dung
St., 8 Ward, Phu Nhuan District, Ho Chi Minh City, Vietnam ATTN: Copyright Agent; or by
email at: support@suga.vn. Attachments cannot be accepted at the email address for security
reasons. Accordingly, any notification of infringement submitted electronically with an
attachment will not be received or processed. Please note that these notifications are legal
notices, and that SUGA may provide copies of such notices to the participants in the dispute or to
third parties, at its discretion or as required by law.
XI. WARRANTY DISCLAIMER
THE PROPERTIES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE”
BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR
IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUGA
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO
THE PROPERTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING,
COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES AS TO
THE ACCURACY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION
CONTAINED WITHIN THE PROPERTIES. SUGA DOES NOT WARRANT THAT THE
PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE
CORRECTED, OR THAT THE PROPERTIES ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING
THE PROPERTIES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE
INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PROPERTIES.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the
forgoing disclaimer may, in whole or in part, not apply to you.
XII. INDEMNIFICATION
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SUGA FROM
AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DAMAGES, LOSSES,
LIABILITIES AND COSTS (INCLUDING ATTORNEYS’ FEES) THAT DIRECTLY OR
INDIRECTLY ARISE OR RESULT FROM YOUR USE OR MISUSE OF THE PROPERTIES,
OR ANY VIOLATION BY YOU OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
SUGA reserves the right, at its own expense and in its sole and absolute discretion, to assume the
exclusive defense and control of any matter otherwise subject to indemnification by you, in
which event you will cooperate with SUGA in asserting any available defenses.
XIII. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,
SHALL SUGA BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES
OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS, LOSS OF DATA, LOSS OF GOOD WILL, OR LOST PROFITS), OR ANY
DAMAGES FOR GROSS NEGLIGENCE OF ANY KIND (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR
MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING
FROM YOUR USE OR MISUSE OF THE PROPERTIES, EVEN IF SUGA KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL SUGA BE LIABLE FOR ANY DAMAGES IN EXCESS OF ANY AMOUNT YOU
HAVE PAID TO SUGA FOR GAME-RELATED TRANSACTIONS, IF ANY, DURING THE
SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION
AROSE.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for
consequential or incidental damages, in such states or jurisdictions, the liability of SUGA shall
be limited to the fullest extent permitted by applicable law.
XIV. EQUITABLE REMEDIES
You hereby acknowledge and agree that SUGA would suffer irreparable harm if this Agreement
were not specifically enforced. Consequently, in addition to such monetary and other relief as
may be recoverable at law, you agree that SUGA shall be entitled to specific performance or
other injunctive relief, without bond, other security, or proof of damages, as remedy for any
breach or threatened breach of this Agreement. Additionally, in the event any legal or
administrative action or proceeding is brought by either party in connection with this Agreement
and consistent with Section XV below, the prevailing party in such action or proceeding shall be
entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred
by such prevailing party as the result of the action or proceeding.
XV. NEGOTIATIONS, BINDING ARBITRATION AND GOVERNING LAW
A. Negotiations. Disputes can be expensive and time consuming for both parties. In an effort to
accelerate resolution and reduce the cost of any dispute or claim related to this Agreement
(“Claim”), you and SUGA agree to first attempt to informally negotiate any Claim for at least
thirty (30) days (except those Claims expressly excluded in Section XV.F below). SUGA will
send its notice to the address it has on file to the extent that you have provided additional contact
information to SUGA (e.g. by participating in a promotion or survey, or contacting a customer
services representative). Otherwise, SUGA will send its notice to the email address associated
with your Account. You will send your notice to SUGA Studio at 1A Truong Quoc Dung St., 8
Ward, Phu Nhuan District, Ho Chi Minh City, Vietnam, Attn: Legal Department. Please note
that this informal resolution procedure does not suspend any statutory limitation periods
applicable to the bringing of a Claim.
B. Binding Arbitration. If the parties fail to resolve a Claim through negotiations, within such
thirty (30)-day period, either you or SUGA may elect to have the Claim (except as otherwise
provided in Section XV.F) finally and exclusively resolved by binding arbitration by sending a
written notice requesting arbitration to the other party. Any election to arbitrate by one party
shall be final and binding on the other. The arbitration will be conducted under the Commercial
Arbitration Rules of the American Arbitration Association (“AAA Rules”) and, where
appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA
Consumer Rules”) that are in effect at the time the arbitration is initiated and under the terms set
forth in this Agreement. Both the AAA Rules and the AAA Consumer Rules can be found at the
AAA website, www.adr.org. In the event of a conflict between the terms set forth in this Section
XV.B and either the AAA Rules or the AAA Consumer Rules, the terms in this Section XV.B
will control and prevail.
Except as otherwise set forth in Section XV.F, you may seek any remedies available to you
under federal, state or local laws in an arbitration action. As part of the arbitration, both you and
SUGA will have the opportunity for discovery of non-privileged information that is relevant to
the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding
the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s
decision is based. The determination of whether a Claim is subject to arbitration shall be
governed by the Federal Arbitration Act and determined by a court rather than an arbitrator.
Except as otherwise provided in this Agreement, (i) you and SUGA may litigate in court to
compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter
judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision is final, binding
on all parties and enforceable in any court that has jurisdiction, provided that any award may be
challenged if the arbitrator fails to follow applicable law.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU
AND SUGA ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
C. Arbitration Fees. If we are initiating arbitration for a Claim, we will pay all costs charged by
the AAA Rules for initiating the arbitration. Your share of all other fees and costs of the
arbitration, including your share of arbitrator compensation, will be charged pursuant to the
AAA Rules, and where appropriate, limited by the AAA Consumer Rules. Where your share of
the costs is deemed to be excessive by the arbitrator, SUGA will pay all arbitration fees and
expenses.
D. Location. The arbitration will take place in your hometown area if you so notify SUGA in
your notice of arbitration or within ten (10) days following receipt of SUGA’ arbitration notice.
In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will
be conducted in Ho Chi Minh City, Vietnam, unless the parties agree to video, phone and/or
internet connection appearances. Any Claim not subject to arbitration (other than claims
proceeding in any small claims court), or where no election to arbitrate has been made, shall be
decided exclusively by a court of competent jurisdiction in Vietnam, and you and SUGA agree to
submit to the personal jurisdiction of that court.
E. Limitations. You and SUGA agree that any arbitration shall be limited to the Claim between
SUGA and you individually. YOU AND SUGA AGREE THAT (A) THERE IS NO RIGHT OR
AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS
OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR
AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED
REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO
ARBITRATION SHALL BE JOINED WITH ANY OTHER.
F. Exceptions to Negotiations and Arbitration. You and SUGA agree that the following Claims
are not subject to the above provisions concerning negotiations and binding arbitration: (i) any
Claims seeking to enforce or protect, or concerning the validity of, any of your or SUGA’
intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy,
invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the
foregoing, either party may assert an individual action in small claims court for Claims that are
within the scope of such courts’ jurisdiction in lieu of arbitration.
G. Governing Law. Except as otherwise provided in this Agreement, this Agreement shall be
governed by, and will be construed under, the laws of Vietnam, without regard to conflict of law
principles. The application of the United Nations Convention on Contracts for the International
Sale of Goods is expressly excluded. Other laws may apply if you choose to access the Game
from outside of Vietnam. In such an event, those local laws shall affect this Agreement only to
the extent necessary in that jurisdiction, and this Agreement shall be interpreted to give
maximum effect to the terms and conditions in this Agreement. You are responsible for
compliance with all local laws if and to the extent local laws are applicable. The New Zealand
Consumer Guarantees Act of 1993 (the “Act”) may apply to the Game if you access the Game
from, and are a resident of, New Zealand. Notwithstanding anything to the contrary in this
Agreement, if the Act applies then you may have other rights or remedies as set out in the Act
which may apply in addition to or instead of those set out in this Agreement.
H. Severability. You and SUGA agree that if any portion this Section XV is found illegal or
unenforceable (except any portion of Section XV.F), that portion shall be severed and the
remainder of the Section shall be given full force and effect. If Section XV.F is found to be
illegal or unenforceable then neither you nor SUGA will elect to arbitrate any Claim falling
within that portion of Section XV.F found to be illegal or unenforceable and such Claim shall be
exclusively decided by a court of competent jurisdiction within Los Angeles, State of California,
United States of America, and you and SUGA agree to submit to the personal jurisdiction of that
court.
XVI. TERMINATION
This Agreement (and all subsequent modifications, if any) shall remain effective until
terminated. Both you and SUGA may terminate this Agreement at any time for any reason or for
no reason. Termination by SUGA will be effective upon notice to you, termination or deletion of
your Account, or its decision to permanently discontinue offering and/or supporting the Game,
which it may do at any time in its sole discretion. You may terminate this Agreement at any time
simply by not using the Site or the Game. If, however, you wish to terminate your Account, you
must affirmatively do so by notifying SUGA at support@superevilmegacorp.com as stated
above. Upon termination of this Agreement, your right to use the Properties shall immediately
cease.
XVII. MISCELLANEOUS
A. Assignment. SUGA may assign this Agreement, in whole or in part, to any person or entity at
any time with or without your consent. You may not assign the Agreement without SUGA’s
prior written consent, and any unauthorized assignment by you shall be null and void.
B. Customer Contact. If you have any questions concerning these terms and conditions, or if you
would like to contact SUGA for any other reason, please contact SUGA support at
support@suga.vn, or visit the “support” tab on the Site.
C. Entire Agreement. This Agreement represents the complete agreement between you and
SUGA concerning the Site, the Game, and the subject matter of the Agreement, and supersedes
any prior or contemporaneous agreements between you and SUGA.
D. Force Majeure. SUGA shall not be liable for any delay or failure to perform resulting from
causes outside the reasonable control of SUGA, including, without limitation, any failure to
perform hereunder due to unforeseen circumstances or cause beyond SUGA’s control such as
acts of god, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods,
accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
E. Location. The Site and the Game are operated by SUGA in Vietnam. Those who choose to
access the Site and/or the Game from locations outside Vietnam do so on their own initiative and
are responsible for compliance with applicable local laws. The Software is subject to Vietnam
export controls.
F. No Partnership. You agree that no joint venture, partnership, employment, or agency
relationship exists between you and SUGA as a result of this Agreement or your use of the Site
or the Game.
G. No Waiver. SUGA’s failure to enforce any provision of this Agreement shall in no way be
construed to be a present or future waiver of such provision, nor in any way affect the right of
any party to enforce each and every such provision thereafter. The express waiver by SUGA of
any provision, condition or requirement of this Agreement shall not constitute a waiver of any
future obligation to comply with such provision, condition or requirement.
H. Notices. Except as otherwise expressly provided herein, all notices given by you or required
under this Agreement shall be in writing and addressed to: SUGA Studio at 1A Truong Quoc
Dung St., 8 Ward, Phu Nhuan District, Ho Chi Minh City, Vietnam.
I. Reform and Severability. If any provision of this Agreement is held to be invalid or
unenforceable for any reason, such provision shall be reformed to the extent necessary to make it
enforceable to the maximum extent permissible so as to affect the intent of the parties, and the
remainder of this Agreement shall continue in full force and effect. If, however, it is determined
that such provision cannot be reformed, then that provision shall be deemed severable from these
terms and shall not affect the validity and enforceability of any remaining provisions.
J. Section Headings. The section headings used herein are for convenience only and shall not
affect the interpretation of this Agreement or have any other legal effect.
K. Survival. The provisions of Sections IV, VI.A, IX, XI-XV, and XVII shall survive any
termination of this Agreement.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE
FOREGOING TERMS OF USE AGREEMENT AND AGREE THAT SELECTING THE
“ACCEPT” BUTTON BELOW AND/OR YOUR USE OF ANY OF THE PROPERTIES IS AN
ACKNOWLEDGMENT OF YOUR AGREEMENT TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT.