Off-Platform Software Product License Agreement
BY PURCHASING, DOWNLOADING OR USING THE SOFTWARE PRODUCT (“SOFTWARE”), YOU AGREE TO THE TERMS OF THIS SOFTWARE PRODUCT LICENSE AGREEMENT (“AGREEMENT”). If you do not agree to the terms of this Agreement, do not purchase, download or use the Software.
Please read this entire Agreement, which governs your use of the Software. This Agreement is between Sony Interactive Entertainment LLC (“SIE LLC”) and you.
NOTE: IF YOU ARE A UNITED STATES RESIDENT OR A RESIDENT OF A COUNTRY IN NORTH, CENTRAL OR SOUTH AMERICA, TO THE FULLEST EXTENT PERMITTED BY LAW, THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN SECTION 6 THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO ANY "DISPUTE" (AS DEFINED IN SECTION 6) BETWEEN YOU AND A SONY ENTITY (AS DEFINED IN SECTION 6). YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN SECTION 6.
1. GRANT OF LICENSE
The Software is licensed to you, not sold. After the authorized release date, SIE LLC grants to you a limited, non-exclusive license to use the Software for personal use on the device that SIE LLC makes the Software commercially available (e.g., if on the iTunes Store, Apple iOS devices running a supported iOS operating system, if on the Google Play Store, Android devices running a supported Android operating system). Any rights in the Software not explicitly granted to you in this license are reserved by SIE LLC, including rights to all intellectual property contained in the Software. This license does not include the right to, and as a condition of this Agreement, you agree not to (a) rent, lease or sublicense the Software or make it available on a network to other users; (b) modify, adapt, translate, reverse engineer, decompile or disassemble the Software; (c) create derivative works from the Software; (d) create or make available unauthorized mods; or (e) copy, publicly perform or broadcast the Software in an unauthorized manner.
2. UPDATES AND ONLINE SERVER SUPPORT
This Agreement will apply to all Software updates, including all downloadable content for the Software. SIE LLC may, by automatic update or otherwise, modify the Software at any time for any reason. If the Software uses online servers, SIE LLC makes no commitment to continue to make those servers available, and may terminate online features at any time.
3. INTERNET CONNECTION
Some Software features may require an internet connection, which you must provide at your expense. You are responsible for all costs and fees charged by your internet service provider related to the download and use of the Software.
4. WARRANTY/DISCLAIMER/LIABILITY LIMITATIONS
EXCEPT AS PROVIDED HEREIN, THE SOFTWARE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT ALLOWABLE UNDER LAW, SIE LLC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SIE LLC DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY OTHER PRODUCT, OR THAT THE SOFTWARE WILL WORK PROPERLY ON ALL DEVICES. SIE LLC MAY, AT ITS SOLE DISCRETION, DISCONTINUE SUPPORTING THE SOFTWARE AT ANY TIME, AND SIE LLC HAS NO LIABILITY FOR SUCH DISCONTINUANCE. SIE LLC WILL NOT BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS, LOSS OF DATA OR ANY OTHER FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT SIE LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL SIE LLC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT PAID FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW FOR CERTAIN LIMITATIONS OF LIABILITIES OR WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
This Agreement shall be construed and interpreted in accordance with the laws of the State of California applying to contracts fully executed and performed within the State of California. If the binding arbitration terms of Section 6 do not apply or are not enforceable on any Dispute, both parties submit to personal jurisdiction in California and further agree that such Dispute shall be brought in a court within San Mateo County, California. If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this Agreement shall not be affected thereby. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties, all of which are merged herein. Sections 4, 5 and 6 survive the termination of this Agreement.
6. BINDING INDIVIDUAL ARBITRATION FOR CERTAIN RESIDENTS
The following terms in this Section 6, to the fullest extent permitted under law, only apply to you if you are a resident of the United States or a country in North, Central or South America.
The term "Dispute" means any dispute, claim, or controversy between you and SIE LLC or any of its current or former affiliates, including parents and subsidiaries, and any predecessor or successor entity to any of the foregoing, including Sony Interactive Entertainment America LLC ("Sony Entity") regarding the use of the Software, whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Section 6 (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" has the broadest possible meaning that will be enforced.
If you have a Dispute (other than one described as excluded from arbitration below) with any Sony Entity or a Sony Entity's officers, directors, employees and agents ("Adverse Sony Entity") that cannot be resolved through negotiation as required below, you and the Adverse Sony Entity must seek resolution of the Dispute only through arbitration of that Dispute according to Section 6’s terms, and not litigate that Dispute in court. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.
YOU AND THE SONY ENTITY AGREE THAT ANY CLAIM FILED BY YOU OR BY A SONY ENTITY IN SMALL CLAIMS COURT IS NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 6.
IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION 6, YOU MUST NOTIFY SIE LLC IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO SONY INTERACTIVE ENTERTAINMENT LLC, 2207 BRIDGEPOINTE PARKWAY, SAN MATEO, CA 94404, ATTN: LEGAL DEPARTMENT - WAIVER, AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR SIGN IN ID IF YOU HAVE ONE, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH ANY SONY ENTITY THROUGH ARBITRATION.
IF YOU HAVE A DISPUTE WITH ANY SONY ENTITY, YOU MUST SEND WRITTEN NOTICE TO SONY INTERACTIVE ENTERTAINMENT LLC, 2207 BRIDGEPOINTE PARKWAY, SAN MATEO, CA 94404, ATTN: LEGAL DEPARTMENT – DISPUTE RESOLUTION, TO GIVE THE ADVERSE SONY ENTITY AN OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION.
You agree to negotiate resolution of the Dispute in good faith for no fewer than 60 days after you provide notice of the Dispute. If the Adverse Sony Entity does not resolve your Dispute within 60 days from its receipt of notice of the Dispute, you or the Adverse Sony Entity may pursue your claim in arbitration pursuant to the terms in this Section 6.
ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND THE ADVERSE SONY ENTITY SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
If you or the Adverse Sony Entity elect to resolve your Dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association ("AAA"), www.adr.org, or JAMS, www.jamsadr.com. This Section 6’s terms govern if they conflict with the rules of the arbitration organization that the parties select.
The Federal Arbitration Act ("FAA") governs the arbitrability of all disputes involving interstate commerce. However, applicable federal or state law may also apply to the substance of a Dispute. For claims of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures") apply including the schedule of arbitration fees set forth in section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA's Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings apply.
The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with the Adverse Sony Entity as described above, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys' fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to the Adverse Sony Entity or you.
The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. The arbitrator’s award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
You or the Adverse Sony Entity may initiate arbitration in either San Mateo County, California or the county in which you reside. If you select the county of your residence, the Adverse Sony Entity may transfer the arbitration to San Mateo, County if it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.
If any clause within this Section 6 (other than the Class Action Waiver clause above) is illegal or unenforceable, that clause will be severed from this Section 6, and the remainder of this Section 6 will be given full effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Section 6 will be unenforceable, and the Dispute will be decided by a court.
7. QUESTIONS, COMPLAINTS OR CLAIMS
You may submit any claims with respect to the Software to: Sony Interactive Entertainment LLC, 2207 Bridgepointe Parkway, San Mateo, CA 94404, ATTN: Legal Department. You may submit any questions and complaints with respect to the Software to Customer Support (https://support.us.playstation.com/app/contact_options/session).
8. ADDITIONAL TERMS
The following additional terms and conditions apply with respect to Software available for use on an Apple iOS mobile device ("iOS Software").
You agree that your use of the iOS Software shall be subject to the terms of this Agreement and the Usage Rules set forth in Apple's then-current App Store Terms of Service.
The parties agree that Apple shall have no obligation to provide maintenance and support services with respect to the iOS Software.
If the iOS Software fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the iOS Software. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be SIE LLC’s sole responsibility. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS Software.
You agree that SIE LLC, and not Apple, is responsible for addressing any claims by you or any third party relating to the iOS Software or your possession and use of the iOS Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You agree that SIE LLC, and not Apple, shall be responsible for the investigation, defense, settlement and discharge of any third party intellectual property infringement claim related to the iOS Software or your possession and use of the iOS Software.
You agree to comply with all applicable third party terms of agreement when using the iOS Software (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS Software).
The parties agree that Apple and Apple's subsidiaries are third party beneficiaries to this Agreement. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.