EULA

EXODUS SDK END USER LICENSE AGREEMENT

Please read this Agreement carefully.

By downloading or using the Exodus SDK and related content (collectively the “SDK”) provided by Saber Interactive Inc. and their subsidiary, 4A Games Limited (together, “Saber”), you agree to be bound by this Agreement’s terms. If you do not or cannot agree to this Agreement’s terms, do not download or use the SDK. The Agreement becomes effective as of the date you download the SDK.

If you are entering into this Agreement on behalf of a legal entity, you represent that you have the legal authority to bind that entity to this Agreement and for the purposes of this Agreement, “you” will mean the entity you represent.

NOTE: THIS SDK IS NOT STANDALONE SOFTWARE - IT REQUIRES EITHER THE METRO EXODUS 2019 OR METRO EXODUS ENHANCED VERSION GAMES TO BE INSTALLED IN ORDER TO USE THE SDK OR ANY CONTENT CREATED WITH IT. ADDITIONALLY, YOU MAY BE REQUIRED TO HAVE A MOD.IO ACCOUNT IN ORDER TO ACCESS ANY CONTENT CREATED WITH THE SDK.

1. LICENSE TERMS

Saber hereby grants you a non-exclusive, non-transferable, non-sublicensable license to use, display, perform, and distribute the SDK for non-commercial personal use only (the “License”). The use, display, performance, or distribution of this SDK for any commercial or “for-profit” purpose is not granted under the License and is strictly forbidden without Saber’s express written consent. The License to the SDK is for use by a single end user, so while you may store a copy of the SDK on any of your computers, you may not share the SDK with others except as described in this Agreement.

The rights that Saber grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with the Agreement’s terms.

Additionally, you acknowledge and agree that the License does not grant you any title, copyright, or ownership in the SDK, nor does it explicitly grant you copyright, title, or ownership over any content produced using the SDK.

2. SDK DISTRIBUTION AND USE

You may only distribute the SDK in an unmodified form (as Saber originally provided), and any distribution must be free of charge without any paywall or other payment requirement. You may distribute content that you have made using the SDK (your “Content”) to other users, provided that the Content is distributed free of charge without any paywall or other payment requirement. You may only use the SDK to create Content for certain video game software products explicitly allowed by Saber (the “Games”).

You may not modify, alter, decompile, disassemble, reverse engineer, reverse compile, or otherwise reduce to human readable form any part of the SDK, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the SDK. You may not use or attempt to use the SDK to create, provide, document, instruct, or distribute methods of circumvention to bypass copy-protection, DRM, or other similar protections of the SDK or any other software related to the SDK.

If you include any additional or third-party software, content, or assets that are required for other users to use or display your Content, you are solely responsible for complying with the license terms of any such additional or third-party software, content, or assets.

You may not create or distribute any Content that was created in any way using the SDK, which infringes on any copyright or trademark, or that is libelous, defamatory, harassing, or threatening to others, or violates the intellectual property rights of any other party, including Saber, and you will comply with all applicable laws in connection with the creation or distribution of Content.

Saber is not responsible for your Content or its contents, or the license of any additional software, content, or assets that you include, and the terms of the Indemnity section of this Agreement apply.

3. RESTRICTIONS

You agree that you will not do any action in connection with the SDK or your Content, which:

is threatening, bullying, defamatory, abusive, obscene, lewd, sexually provocative or suggestive, pornographic, or which in any manner could give rise to any civil or criminal liability under applicable law;
is or could be taken as slurs, hate speech or attacks on individuals or groups on the basis of race, color, gender, age, religion, national origin, disability, sexual preferences, or gender identity;
encourages or constitutes behavior that does not support a safe and comfortable environment for all users, which conduct may include but not be limited to bullying, vigilantism, engaging in any conduct or activity that is threatening, harmful, harassing, abusive, vulgar, hateful, defamatory, lewd, sexually provocative, suggestive, or explicit, inflammatory, profane, racially or ethnically objectionable or discriminatory, religious or political, or in any manner encourages inappropriate, disrespectful, abusive, or unlawful conduct;
restricts, inhibits, or discourages any other user from using the Games or contains a virus or other harmful component;
hacks, modifies or otherwise makes use of cheats, mods, automation software (bots) or any other unauthorized third-party software designed to modify the experience of the Games;
violates any local, state, federal or international laws or gives rise to civil liability;
violates or infringes any rights of third parties (including but not limited to copyright, trademark, rights of privacy or publicity, defamation or any other proprietary right);
imposes an unreasonable or disproportionately large load on the Games or otherwise interferes with the Games;
claims that that you are affiliated with Saber when you are not;
requests account login information from other users;
uses or possesses programs to “crack” the Games or the SDK;
uploads, distributes, or contains files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage or inhibit the operation of the SDK, Content, or Games;
restrict or inhibit any user from using and enjoying the SDK, Content, or Games; or
anything else that Saber, in its sole discretion, deems harmful to the SDK, Content, or Games or to Saber’s integrity or business.

4. MOD.IO

Saber may use Mod.io or a similar service to manage the hosting and distribution of Content made using the SDK. In order to access any Content on Mod.io or make any of your own Content available for others to download through Mod.io, you may be required to sign up for a Mod.io account. Your Mod.io account and your use of the Mod.io service are conditioned upon your consent to and compliance with the terms of Mod.io’s End User License Agreement and Privacy Policy. You can manage your account, privacy settings, or delete and change personal data at any time by visiting https://mod.io/members/privacy .

If you are a copyright owner or their agent, and believe that any Content on Mod.io infringes on your copyrights, you may submit a report through Mod.io here.

5. WARRANTIES

SABER EXPRESSLY DISCLAIMS ANY WARRANTY IN, TO, OR FOR THE SDK AND ANY CONTENT. THE SDK IS PROVIDED ‘AS IS’ AND ‘WHERE IS’ WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. SABER EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR CONTINUOUS OPERATION.

You assume the entire risk associated with operation of the SDK. Saber does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links, or other items contained within the SDK. Saber makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Saber further expressly disclaims any warranty or representation to any third party who may operate or otherwise utilize the SDK or your Content. Saber cannot guarantee the integrity of the SDK or that it will be free from attacks by third parties that may result in incomplete or erroneous results from operation, or damage to hardware devices in which the SDK is loaded and operating.

6. LIMITATION OF LIABILITY

NEITHER SABER, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, OR LICENSEES ARE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SDK OR ANY CONTENT, EVEN IF SABER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

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 Saber and its affiliates will be limited to the fullest extent permitted by law.

7. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Saber, its licensors, affiliates, employees, officers, and directors from and against all liabilities, losses and expenses, including reasonable attorneys’ fees, arising from any third-party claim relating to or arising from your creation and distribution of Content or your use, modification, and distribution of the SDK.

8. UPDATES AND SUPPORT

During the term of your License, Saber may provide access to updates to the SDK. However, Saber does not have any obligation to provide updates to the SDK, nor does Saber have any obligation to continue to make any SDK version available for access or download.

Saber does not have any obligation to provide support with respect to the SDK under this Agreement. For basic and initial operational information and documentation, please refer to https://exodus-sdk.atlassian.net/wiki/spaces/ENG . Saber does not have any obligation to update, maintain, or continue providing access to this documentation, and may terminate access to the documentation at any time.

9. FEEDBACK

If you provide Saber with any comments, suggestions, or feedback (together, “Feedback”), Saber is free to use the Feedback however it chooses. You understand and agree that Saber is not required to make any use of any Feedback. You agree that if Saber makes use of your Feedback, Saber is not required to credit or compensate you for that Feedback.

You represent and warrant that you have sufficient rights in any Feedback that you provide to Saber to grant Saber and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights.

10. THIRD PARTY SOFTWARE

The SDK was made using, and may include certain third-party software components, including open-source software, which are governed by separate terms (together, the “Third-Party Software”). If any Third-Party Software has separate software license or attribution requirements, the license terms or other attribution requirements for Third-Party Software components can be found in the credits for the applicable Games (as of the date of this Agreement), as well as any other third-party license files included in the installation directory for the original and official SDK package Saber distributes. By entering into this Agreement, you are accepting the terms of those licenses. In this case, the Third-Party Software terms will govern your use of the Third-Party Software, and if there is inconsistency, those terms will take precedence over the terms of the License as far as the Third-Party Software is concerned. You agree that the owners of the Third-Party Software are intended third party beneficiaries to this Agreement in relation to your uses of Third-Party Software.

11. OWNERSHIP

Saber and 4A Games Limited own all title, ownership rights, copyrights, trademarks, patents, and other intellectual property rights in the SDK, and the source code used to create it.

You hereby grant to Saber an irrevocable, perpetual, royalty free, sublicensable right and license under all applicable copyrights and intellectual property rights laws to use, reproduce, modify, adapt, perform, display, distribute and otherwise exploit and dispose of any Content you create using the SDK, in any way that Saber, or its respective designee(s), sees fit.

Any content owned by Saber or another party, prior to your use or modification with the SDK, remains the property of the respective original owner according to the license terms of that content, and you waive all claim to that content unless explicitly allowed by that content’s license to you. No license or other rights not explicitly granted under this Agreement will be created by implication, estoppel, or otherwise. Any attempted sublicense under this Agreement inconsistent with its terms will be null and void.

12. PROPRIETARY NOTICES AND ATTRIBUTION

In all copies of the SDK or your Content, you agree to retain and reproduce (i) Saber’s copyright, trademark, and other proprietary notices and disclaimers and third parties as they appear in the SDK; and (ii) the full contents of this Agreement, as updated or amended.

You agree to place the following notices in the credits and startup splash screen for any content created using the SDK, (replacing xxxx with the current year):

“[content name] uses the Exodus SDK from 4A Games Limited. Exodus SDK © 2005-2022, 4A Games Limited. Developed by 4A Games®. 4A Games® is a registered trademark, and 4A Games Limited, Exodus SDK and their respective logos are trademarks of 4A Games Limited. Published by Deep Silver. Deep Silver is a division of PLAION GmbH, Austria. Deep Silver and Plaion are registered trademarks of PLAION GmbH. All other trademarks, logos and copyrights are property of their respective owners. All rights reserved.”

No other license or right in any Saber or 4A Games trademarks is granted under this Agreement. All use of the Saber or 4A Games trademarks will inure to the sole benefit of Saber or 4A Games, respectively.

Saber may use your trademarks and logos used with any Content, as well as publicly released screen shots and video content from the Content, in connection with Saber’s marketing, advertisement, and promotion of the Games and the SDK in any and all media without restriction.

13. EXPORT COMPLIANCE

You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings. You will obtain any necessary export license or other governmental approval prior to accessing, viewing, downloading, installing, using, distributing, or releasing the SDK or any Content. You represent and warrant that you do not appear on any United States or European Union list of prohibited or restricted parties.

14. TERM AND TERMINATION

14.1. License Term. This Agreement will continue in effect unless terminated as described below.

14.2. Termination by Saber. Saber may terminate the Agreement by providing written notice if you materially breach any provision of this Agreement and the breach is not curable or, if it is curable, you fail to cure the breach within 30 days of Saber’s notice of the breach. Without limiting the foregoing, your breach of any restriction under the License constitutes a material breach of this Agreement.

14.3. Termination for Patent Action. The Agreement will terminate automatically as of the date you commence any claim that the SDK infringes a patent, or otherwise support any claim by a third party that the SDK infringes a patent.

14.4. Effect of Termination. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the SDK and any Content in your possession and cease distributing any Content developed under this Agreement.

15. RIGHT OF WITHDRAWAL

For users subject to the jurisdiction of the European Union the following applies:

You have the right to withdraw from this Agreement within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of concluding this Agreement.

To exercise your right of withdrawal, you need to inform us (Saber Interactive Inc., 2200 N Ocean Blvd. #CU4, Fort Lauderdale, FL 33305, email: legal@saber3d.com) of your decision to withdraw from this Agreement with a clear declaration. To meet the withdrawal deadline, it is sufficient that you send the notification concerning your exercise of the right of withdrawal before the withdrawal period has expired.

If you withdraw these Terms, we will reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw these Terms. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

PLEASE NOTE THAT YOUR RIGHT TO WITHDRAW EXPIRES PRIOR TO THE EXPIRY OF 14 DAYS, IF WE HAVE PROVIDED SERVICES TO YOU IMMEDIATELY UPON THE START OF THESE TERMS AND HAVE INFORMED YOU ABOUT SUCH PRIOR EXPIRY BEFORE PROVIDING SERVICES AND HAVE RECEIVED YOUR CONSENT THERETO.

16. GOVERNING LAW AND JURISDICTION

The Agreement will be governed by the laws of the State of Florida. This is the case regardless of whether you reside or transact business with Saber, or any of its affiliates or agents, in the State of Florida or elsewhere. Unless a dispute would be governed by the terms of Section 18 below, you agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Fort Lauderdale, Florida, United States.

For EU users only: In the event of a dispute relating to the interpretation, performance, or validity of this Agreement, an amicable solution can be sought before any legal action. You can file your complaint with Saber Interactive by sending a message via email to legal@saber3d.com. In case of failure, you can, within one year of the failed request, have recourse to an Alternative Dispute Resolution procedure by filing an online complaint on the European Commission’s Online Dispute Resolution website: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.

If that out-of-court dispute resolutions fail, the dispute may be brought before the competent courts.

17. BINDING ARBITRATION

Any dispute or claim relating in any way to your use of this Agreement (each, a “Claim”) will be resolved by binding arbitration, rather than in court (except that you may assert claims in small-claims court if your claims qualify). You agree that each Claim must be brought individually.

YOU AND SABER AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION MAY BE JOINED WITH ANY OTHER ARBITRATION.

The Federal Arbitration Act and federal arbitration law apply to this Agreement and this binding arbitration clause.

Arbitration is a process with no judge or jury – an arbitrator will review the arguments in the dispute and award damages and other relief just like a court would. The arbitrator must follow this Agreement as a court otherwise would. Court review of the arbitration award is limited under the Federal Arbitration Act.

To start an arbitration, you must send an email to legal@saber3d.com describing your Claim and requesting arbitration, or we may do the same by sending a written notice requesting arbitration to your address. The proceedings will be conducted through JAMS, using their Streamlined Arbitration Rules and Procedures. You can view these rules at http://jamsadr.com or by calling 800-352-5267. The payment of the initial filing fees will be made by the party filing the Claim, and any other filing and other fees will be apportioned as directed by the JAMS rules. The arbitration will take place in Fort Lauderdale, Florida, United States, unless the Parties agree to video, phone, or internet connection appearances.

Except as otherwise set forth below, 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 Saber Interactive 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 (including any attorneys’ fees and costs awarded), and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based.

Notwithstanding the terms of this Section, either of us may bring a lawsuit in court for equitable relief, for any misuse or infringement of intellectual property rights, or for any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use of the Service.

BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND SABER WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

You and Saber agree that if any portion this Section is found illegal or unenforceable, that portion will be severed and the remainder of the Section will be given full force and effect.