THESE TERMS OF SERVICE ("Terms") apply to the anti–cheat service ("Service") and associated software ("Software") offered to the organizers of eSports events ("Client") by EasyAntiCheat, a corporation organized and existing under the laws of Finland, having its registered office at Tammasaarenkatu 3, 00180 Helsinki, Finland ("EasyAntiCheat").
BY DOWNLOADING THE SOFTWARE AND USING THE SERVICE, EACH CLIENT HEREBY AGREES TO THESE TERMS AND A LEGALLY BINDING AGREEMENT IS CREATED BETWEEN THE CLIENT AND EASYANTICHEAT. EASYANTICHEAT OWNS ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SOFTWARE AND THE SERVICE AND PERMITS THE CLIENT TO USE THEM ONLY IN ACCORDANCE WITH THESE TERMS. IF THE CLIENT DOES NOT AGREE TO THESE TERMS, THE CLIENT MUST NOT INSTALL THE SOFTWARE OR UTILIZE THE SERVICE IN ANY WAY.
THE SERVICE IS ONLY AIMED FOR THE CORPORATE USERS AND BY SUBSCRIBING THE SERVICE AND AGREEING ON THESE TERMS THE CLIENT HEREBY REPRESENTS THAT HE/SHE IS NOT A PRIVATE PERSON WHICH MAY BE CONSIDERED A CONSUMER UNDER ANY APPLICABLE LAW.
EasyAntiCheat reserves the right to change these Terms at any time and the changes will be effective immediately. The Client will therefore need to come back regularly and read the date on atop of the page to see if it has changed. If the Client does not agree with the new Terms, the Client must destroy all tangible copies of the Software and cease to use the Software and the Service.
1 DESCRIPTION OF THE SERVICE
1.1 EasyAntiCheat has developed proprietary anti–cheat software ("Software"), which it uses for the purposes of providing the Service to its customers.
1.2 The Service is aimed to the best of its abilities to prevent and/or detect the use of hack software, tampering of game content and support files, system libraries, etc. When using the Service, Client is offered the use of the Software over the internet. The Software runs on EasyAntiCheat’s servers and is possibly integrated with the Client’s game server and game client. A version of the latest anti–cheat module is streamed from EasyAntiCheat’s servers to the player’s system each time a new game session is started. This module is updated several times per day by EasyAntiCheat’s server.
1.3 Due to the nature of Software there cannot be given specific time window guarantee within which new cheats are detected and mitigated. EasyAntiCheat uses commercially reasonable efforts to detect and mitigate all the cheats and hacks as quickly as possible. When a cheat is detected, EasyAntiCheat always tries first to prevent the cheat from being used at all. Otherwise, second tier mitigation is used, which is about detecting the cheat and banning the user for a time period as defined by Client. The enforcement of bans is delayed according to a time period varying between few hours and three weeks, as chosen by EasyAntiCheat.
1.4 EasyAntiCheat may release updates and upgrades ("Update(s)") to the Software´s integration elements on both server and client side from time to time and Client will be expected to update within four (4) weeks from the release of an Update. EasyAntiCheat will notify Client about released updates by email. This obligation is only applicable when Client has Software integration elements integrated and shall not be regarded a legal obligation of Client, but any negligence by Client updating the integration in time will be regarded as removing EasyAntiCheat’s liability for any negative effects caused by such neglect to Client.
1.5 By agreeing on the terms and conditions of these terms and paying the Service Fees set forth in Section 3.1 the Client may subscribe the Service ("Subscription") during the license Term.
2.1 Subject to Clients Subscription, EasyAntiCheat grants to Client a non–transferable, non–exclusive license to use the Software for sole purpose of acquiring Service from EasyAntiCheat during the License Term.
2.2 Client shall not, and shall not permit any third party to, (i) modify, alter, create derivative works of or use the Software except to the extent permitted in this Agreement; (ii) decompile, reverse engineer, disassemble or otherwise determine or attempt to determine source code (or the underlying ideas, algorithms, structure or organization) of the Software; or (iii) assign, sublicense or otherwise transfer the Software.
2.3 When offering the Service EasyAntiCheat will gather information regarding cheats and hacks used by the end–users. EasyAntiCheat shall provide Client information regarding banned user IDs. EasyAntiCheat is not obliged to deliver to Client any data regarding the cheats and hacks EasyAntiCheat has identified.
3 FEES AND PAYMENT TERMS
3.1 The Service is subscribed for a term ("License Term") by way of paying a service fee ("Service Fee") in accordance with the current price list of EasyAntiCheat ("Price List"), which can we found from the web pages of EasyAntiCheat (https://esports.easyanticheat.net). The Client will choose, from Price List’s available options, the License Term upon making the Subscription. The Client may renew the Subscription at the end of each License Term by paying the Service Fee in accordance with then current Price List. If the Client does not pay the Service Fee at the end of a License Term the Subscription shall automatically terminate. EasyAntiCheat may change the Price List from time to time by publishing the new Price List.
3.2 The fees do not include sales, use, valueadded or import taxes, customs duties or similar taxes that may be assessed by any jurisdiction. All payments shall be made in Euros by wire transfer against valid invoice. The Payment term is thirty (30) days from the date of the invoice. Late payments carry a late payment interest of ten (10) percent per annum. If Client fails to pay any payment, EasyAntiCheat has a right to suspend the Service delivery until the unpaid amount has been paid, or to alternatively terminate the agreement with the Client as a whole.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 The Client acknowledges and agrees that EasyAntiCheat (and its licensors, if any) solely own and retain all rights, title and interest including but not limited to all Intellectual Property Rights in and to the Software and the Service and any and all Intellectual Property Rights arising from them, and that the Intellectual Property Rights shall be and remain the sole property of EasyAntiCheat or its licensors. EasyAntiCheat will also retain all rights in and to the results of any possible work performed by EasyAntiCheat under these Terms. These Terms, any delivery or disclosure hereunder shall not be deemed to result in the sale, transfer or any other conveyance of, or create or grant any right or license under any Intellectual Property Rights of whatsoever nature held or used by EasyAntiCheat to Client, except as specifically otherwise stated in this Agreement.
4.2 Client shall not register any trademarks, tradenames or any confusingly similar marks, and shall not challenge, directly or indirectly, any Intellectual Property Rights related to the Software, the Service or EasyAntiCheat’s trademarks, tradenames or other marks. Anything contained in this Agreement shall not be deemed to grant Client any right, title or interest other than as expressly set forth in this Agreement.
5 LIMITED WARRANTY
5.1 EasyAntiCheat shall use commercially reasonable efforts to make the Service as effective as possible, but cannot guarantee that all cheats will be detected or blocked. EasyAntiCheat warrants that the software components delivered to as part of the Service do not at the time of delivery contain any viruses, corrupted files, backdoors, malware or any other similar software or programs. Notwithstanding the aforesaid, EasyAntiCheat is making the Software available "as is" only for the purposes set forth in the Agreement, and accordingly EASYANTICHEAT MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE. NO CONDITIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, APPLY TO THE SOFTWARE SUPPLIED UNDER THE AGREEMENT. EASYANTICHEAT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6 LIMITATION OF LIABILITY
6.1 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR BREACHES OF SECTION 2 OR BREACHES OF EASYANTICHEAT'S INTELLECTUAL PROPERTY RIGHTS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING SUCH DAMAGES ARISING FROM TORT, BREACH OF CONTRACT OR BREACH OF WARRANTY, INCLUDING DAMAGES FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE AFOREMENTIONED LIMITATIONS OF LIABILITY DO NOT APPLY IF THE DAMAGES ARE CAUSED WILFULLY OR BY GROSS NEGLIGENCE.
6.2 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR BREACHES OF SECTION 2 OR BREACHES OF EASYANTICHEAT'S INTELLECTUAL PROPERTY RIGHTS BY USER, IN NO EVENT SHALL EITHER PARTY'S LIABILITY TO THE OTHER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO EASYANTICHEAT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH CLAIM. THE AFOREMENTIONED LIMITATIONS OF LIABILITY DO NOT APPLY IF THE DAMAGES ARE CAUSED WILFULLY OR BY GROSS NEGLIGENCE.
7 TERM AND TERMINATION
7.1 The License to use the Software and the Service is determined by the Client when making the Subscription ("License Term"). After the expiration of the License Term the Client may renew the Subscription by paying the Service Fee for an additional License Term. The Client may terminate the Subscription at the end of each License Term by not paying the Service Fee, and then the subscription will automatically terminate at the end of the License Term.
7.2 Any time during the License Term the Client may choose to discontinue the Subscription. In such case the Client must destroy all tangible copies of the Software and cease to use the Software and the Service. EasyAntiCheat shall not refund any Service Fees already paid.
7.3 EasyAntiCheat has the right to discontinue the offering of the Service by providing a written notice to the Client. In such case the Customer shall be entitled to use the Service (and EasyAntiCheat) undertakes to offer the Service until the end of the License Term but the Customer will not be entitled to renew the Subscription at the end of the License Term.
7.4 EasyAntiCheat may terminate the Subscription with immediate effect by notice in writing in the event the Client materially breaches any of its obligations set forth herein, unless the breach is cured within a fourteen (14) day period following the notice.
7.5 Upon termination of the Subscription, the Client shall on the date of termination destroy all tangible copies of the Software and cease to use the Software and the Service. Notwithstanding anything to the contrary contained herein, the Sections 4, 5, 6, and 7 will survive any termination or expiration of this Agreement.
8.1 During the License Term, either Party may refer to the other Party as a partner on its corporate website and websites related to the Games and Services and promotional literature.
8.2 No delay by either Party in enforcing the provisions of these Terms shall prejudice or restrict its rights nor shall any waiver of rights operate as a waiver of any subsequent breach.
8.3 If any provision of these Terms or the application of any such provision would be invalid, void or unenforceable and/or should be held by a Court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms shall remain in full force and in effect to the maximum extent permissible by the applicable law.
8.4 These Terms are made, executed and delivered in Helsinki, Finland and any controversy arising hereunder or relation to these Terms or the Service shall be governed by and construed in accordance with the laws of Finland. The Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and is strictly excluded in all proceedings.
8.5 All disputes arising in connection with these Terms, its negotiations, performance, breach, existence or validity shall be determined by final arbitration in Helsinki, Finland, by one (1) arbitrator, in accordance with the Arbitration Rules of Finland Chamber of Commerce or any successor or replacement legislation, which may be in force. The Parties agree to be bound by the arbitrator's decision.