By accessing Topia Online, you hereby agree to all terms in the Topia Online User Agreement.
THIS SOFTWARE IS LICENSED, NOT SOLD. END-USER LICENSE AGREEMENT FOR TOPIA ONLINE, IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY.
This agreement (this "Agreement" or the "Terms of Service" describes the terms in which Topia Interactive LLC (Henceforth known as Topia Interactive) offers you access to Topia Online. "Topia Online" or the "Game" means the multi-user online service offered by Topia Interactive, including its Websites, Servers, and User Content (as those terms are defined in this Agreement).
This license agreement represents the entire agreement concerning the program between you and Topia Interactive, and it supersedes any prior proposal, representation, or understanding between the parties. This offer is conditioned on your agreement to all of the terms and conditions contained in the Terms of Service, including the policies and terms linked to or otherwise referenced in this Agreement.
By using Topia Online, you accept and agree to these Terms of Service. If you do not so agree, you should reject this Agreement, in which case you are prohibited from accessing or using Topia Online.
Subject to your agreement to and continuing compliance with these agreements, you may use the Game solely for your own non-commercial entertainment purposes by accessing it with any authorized game client accessible via the Websites. You may not use the Game for any other purpose, or in connection with any other software.
1. Modifications of this Agreement
This Agreement may be changed by Topia Interactive effective immediately by notifying you as provided in Section 14.4 below; provided that changes will become effective thirty (30) days after such notification. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using the Game. Your continued use of Topia Online after the posting of changes constitutes your binding and irrevocable acceptance of any and all such changes.
2.1 Beta Testing
As a beta tester, you are invited to play the Game for the sole purpose of evaluating the games and identifying errors. Nothing in this Agreement, or on this site, shall be construed as granting you any rights and/or privileges of any sort with respect to the Game or Content that you find here. The beta Game is provided for testing on an "as is" "as available" basis and we make no warranty to you of any kind, express or implied. During beta, there is no guarantee of Service or Game availability or features that may be portrayed on the Websites or marketing material and/or media.
Topia Interactive reserves the right to delete all virtual assets, content, player history, files, images, documents, and data from all game worlds, including but not limited to Player-Made Worlds.
2.2 Age Requirements
Minor children may not create an Account without the consent of a parent or guardian. If the user of Topia Online is a minor, a parent or guardian must complete the registration to establish an Account, in which case the parent or guardian take full responsibility for all obligations under the EULA and for all activities of the child using the Account. If you are a parent or guardian, you may permit one child to use the Account instead of you (in which case you may not use that Account).
If you establish an Account, you represent that you are an adult thirteen (13) years of age or older and are either accepting the EULA on behalf of yourself or on behalf of your child, in which latter case you agree to the EULA with regard to your child and represent that you are also personally bound by the EULA.
2.3 Other Eligibility Requirements
You may not use or register to use Topia Online (i) for the duration of your suspension if you have been suspended from the Game by Topia Interactive; (ii) at any time if you have been terminated from the Game by Topia Interactive; or at any time if you are a person barred from receiving the Services under applicable law.
3. Account Registration
3.1 You must establish an account to use Topia Online, using true and accurate registration information.
You must establish an Account with Topia Interactive to use the Game, except for those portions of the Websites which Topia Interactive allows users to access without registration. You may establish one or more additional Accounts, provided that your existing Account is in good standing and you are otherwise in full compliance with this Agreement. You may not transfer or assign your Account and its contractual rights, licenses, and obligations to any third party without the prior written consent of Topia Interactive. Each account may only be used by a single person ever. Transfer of accounts to another person may only be performed when official approve is received from Topia Interactive via email.
You agree to continually provide accurate and complete details about yourself as requested by the account registration form, and to use the account management tools provided to keep your information accurate.
3.2 You must choose an account name and numerous character name(s) to identify yourself to Topia Interactive staff in connection with your Account (your "Account Name"). You may create virtual representations of your account (your "Character") in Topia Online and all associated Player-Made Worlds which meet the same requirements as the Account Name:
- You may not use names that are copyrighted or trademark characters, materials or products.
- You may not use names of famous people, politicians and popular fictional characters.
- You may not use names that are: rude, racist or ethnically offensive, defamatory or hateful, obscene, profane, sexually explicit, drug references and homonyms of these words, nor names that include common swear words, refer to a part of anatomy.
- You may not use names that are phonetically offensive.
- You may not use names that come from another genre such as medieval fantasy or science fiction or from other media either fictional or non-fictional that makes them easily recognized.
Use of such names may result in deletion of your game Account without explanation. You are responsible for all activities conducted through your Account and Characters. In the event of conduct that violates this Agreement is discovered or reported (whether by you or someone else) we may suspend or terminate your Account (or Accounts) as described in Section 12.
3.3 Upon registering an Account, you will be asked to provide a password. As you will be responsible for all activities that occur within your account, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your password, or any credit, debit or charge card number), you will immediately notify Topia Interactive. You may be liable for the losses incurred by Topia Interactive or others due to any unauthorized use of your account.
4 You agree to all billing details documented on the Websites
4.1 All transactions between you and Topia Interactive including, but not limited to: (i) Topia Point trades, (ii) custom art assets, and (iii) Account upgrades, are final, and are not subject to refund. You acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by Topia Interactive continue to be valid for such purposes. Topia Interactive may exercise its suspension or termination rights as provided in Section 12.3 in the event of any payment delinquency.
4.2 Upon purchasing an Account, you agree to the pricing policies on the Websites. A Game Account is provided for a fee. This fee is set forth on the Account registration form. Should you elect to use a Game Account, you agree to the pricing, payment, and billing policies posted on the Website applicable to such fees and charges, plus VAT or other taxes as applicable, including as set forth in the Topia Online Marketplace policies. Topia Interactive may add new services for additional fees and charges, or prospectively amend fees and charges for existing services.
You acknowledge that it is your responsibility to ensure payment for all paid aspects of the Game, and to ensure that your credit or debit cards or other payment instruments accepted by Topia Interactive continue to be valid and sufficient for such purposes. Topia Interactive may terminate your Account or Player-Made World as per Section 12.3 in the event of any payment delinquency.
Topia Interactive does not provide refunds of products or services purchased from Topia Interactive or the Topia Marketplace.
For disclosure purposes, the legal name under which Topia Interactive does business is Topia Interactive LLC, and the address from which business is conducted is 900 Rocky Fountain Terrace, Myersville, Maryland 21773.
5. Topia Online is a virtual service.
5.1 Topia Online is a virtual service consisting of a multi-user environment, including software, websites, and virtual worlds (Player-Made World).
"Account" means the entirety of your contractual rights and obligations under this Agreement associated with a particular Account Name you have selected for accessing the Game.
"Character" means a graphical representation of your Account created within Topia Online.
"Member" means any user, member, customer, and others who visit and use Topia Online collectively or individually.
"Content" means any works of authorship, creative works, graphics, images, textures, photos, logos, sounds, music, video, audio, computer programs, applications, user interfaces, documents, animations, gestures, text, objectives, scripts, and interactive features.
"Content Providers" means any Member who publishes, uploads, or submitted works of authorship, creative works, graphics, images, textures, photos, logos, sounds, music, video, audio, computer programs, applications, user interfaces, documents, animations, gestures, text, objectives, scripts, or interactive feature.
"Intellectual Property Rights" means copyrights, trademarks, service marks, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.
"In-Game" means within the two-dimensional virtual world environment of Topia Online.
"Topia Interactive Content" is the Content provided to you In-Game by Topia Interactive under license in connection with the Game, except all User Content (as defined below), including but not limited to Content we created or licensed from third parties.
"Topia Online" or the "Game" is the multi-user online service offered by Topia Interactive and includes the Websites, Servers, Topia Interactive Content, and User Content.
"Servers" are the online environments that support the Game, including without limitation: the server computation, electronic data storage, software access, messaging and protocols that simulate the Topia Online environment.
"User Content" means any Content that a user of the Game has uploaded, published, or submitted to or through the Servers, Websites, or other areas of the Game.
"Websites" are the websites and services available from the domain and subdomains of http://www.topiaonline.com and any related of successor domains from which Topia Interactive may offer services.
"Content Publishing" refers to uploading, publishing, or submitting any Content to or through the Servers, Websites, and/or Dropbox.com shared folders provided through Topia's dropbox account (email@example.com).
"Player-Made Worlds" are Servers provided by Topia Interactive which are partitioned separately from the primary game world and operated by users.
"Topia Points" are the digital currency that Topia Interactive may make available under certain restrictions.
"Topia Marketplace" are the services available from within domains or subdomains of http://www.topiaonline.com which provide a means for users to trade "Content" in a sanctioned environment.
5.2 Topia Online and Player-Made Worlds exist only as long as and in the form that we may provide the Game, and every aspect of the Game is subject to change or removal.
Topia Interactive reserves the right to change and/or remove any functionality of the Game or Player-Made Worlds as it sees fit at any time without notice, and Topia Interactive makes no commitment, express or implied, to maintain or continue any aspect of the Game. You acknowledge that your use of the Game is subject to this risk and that you knowingly assume it and make your decisions to participate in the Game, contribute Content and spend your money accordingly.
5.3 Topia Interactive is a service provider and is not responsible or liable for the Content, conduct, or services of users or third parties.
You understand that Topia Interactive is a service provider that enables its users to interact online and display and communicate information and Content chosen by those users, and that users likewise can alter the service environment on a real-time basis. Topia Interactive does not control or endorse the Content of communications between users or users' interactions with each other or the Game.
Topia Online may include links to other web sites or services solely as a convenience to users. Topia Online does not endorse any such linked sites or the information, material, products, or services contained on other linked sites or accessible through other linked sites. Furthermore, Topia Online makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk, and you acknowledge that Topia Online shall not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by your use of any linked site.
You acknowledge that you will be exposed to various aspects of the Game involving the conduct, Content, and services of users, and that Topia Interactive does not control and is not responsible or liable for the quality, safety, legality, truthfulness or accuracy of any such user conduct, User Content, or user services. You acknowledge that Topia Interactive does not guarantee the accuracy of information submitted by any user of the Game, nor any identity information about any user. Your interactions with other users and your use and purchase of User Content or user services are entirely at your own risk.
You agree that Topia Interactive has and may exercise the right in its sole discretion to pre-screen, refuse, or delete any Content or services from the Game or disable any user's access to the Game without notice or liability to you or any other party, including upon our belief that such user's conduct, Content, services, or use of the Game is potentially illegal, threatening, or otherwise harmful to any user or other person or in violation of our Terms of Service.
5.4 If properly notified, it is Topia Interactive's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act.
Topia Interactive does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Topia Interactive will remove all Content if properly notified that such Content infringes on another's intellectual property rights. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act and to terminate the accounts of repeat infringers in appropriate circumstances. Topia Interactive reserves the right to disable, delete or terminate, without notice, any user's Content or access to the Game if that user is determined by Topia Interactive to infringe or repeatedly infringe. A repeat infringer is a user who has been notified by Topia Interactive of infringing activity violations more than once and/or who has had User Content removed from Topia Online more than once.
5.6 Topia Online is subject to Service interruptions and loss of server data, which you do not own and for which you will not hold us liable.
You acknowledge that Service may be interrupted for reasons within or beyond the control of Topia Interactive, that Topia Interactive cannot and does not guarantee You will be able to use the Game or any Account whenever You wish to do so, that Topia Interactive will interrupt the Service on a regular basis for purposes of maintenance or updates and may do so without providing You with notice before such interruption, and that Topia Interactive may provide subsequent versions, enhancements, modifications, upgrades or patches related to the Game.
You confirm that in the event of data loss, you shall not hold Topia Interactive liable for any asserted damage or harm arising from such. Topia Interactive owns all data stored on its Servers, and will not be liable for any deletion, corruption or data loss that occurs in connection with the Game or Services. Topia Interactive will solely determine any disposition of the electronic data stored on its Servers and will have no obligation to reproduce, process, transfer, extract or recreate any data from its Servers. Our ownership the data stored on our Servers does not limit or impair any Intellectual Property Rights you may have in your Content as set forth in Section 8.1 below.
5.7 Topia Interactive does not make any guarantees on service accessibility from your browser or device.
Topia Online and associated Services may not operate on all devices and internet browsers, even if otherwise indicated on our Websites and promotions. Accessibility to Services are never guaranteed through any device, including but not limited to Website functions and features.
6. "TOPIA POINTS" ARE VIRTUAL CURRENCY THAT WE LICENSE
6.1 Throughout your Topia Online experience, you may accumulate "Topia Points," which constitutes a limited license right to use a feature of Topia Online when, as, and if allowed by Topia Interactive. Topia Points are a virtual currency which you may, in Topia Interactive's sole and absolute discretion, exchange for items, services or access to specific forms of Content. Each Topia Point is virtual currency representing contractual permission from Topia Interactive to access features of the Service. Topia Points are available for Purchase or distribution at Topia Interactive's discretion, and are not redeemable for monetary value from Topia Interactive.
The items, services or access to other specific forms of Content offered by Topia Interactive and all associated Player-Made Worlds in exchange for Topia Points may be discontinued, modified or removed from the Account by Topia Interactive at any time in its sole and absolute discretion. Topia Interactive may or may not charge fees to acquire or use Topia Points, and these fees may change at any time.
When you acquire a Topia Point, Topia Interactive hereby grants you a limited license ("Topia Point License") to use the Topia Point as virtual currency to be traded and/or transferred in Topia Online with other users (and/or Topia Interactive), in exchange for permission to access and use Content, applications, services, and various user-created features, in accordance with these Terms of Service.
6.2 Notwithstanding any other language to the contrary, as used in these Terms and throughout Topia Online in the context of Topia Point License transfers: (a) the term "Sell" means "to transfer for consideration to another Account or Topia Interactive the licensed right to use Topia Points in accordance with this Agreement" and (b) the term "Buy" means "to receive for consideration from another Account or Topia Interactive the licensed right to use Topia Points in accordance with this Agreement." Topia Interactive may halt, suspend, discontinue, or reverse any Topia Point transaction (whether proposed, pending or past) in cases of actual or suspected fraud, violations of these Terms or other laws or regulations, or deliberate disruptions to or interference with Topia Online, such as creating multiple secondary accounts strictly to accumulate Topia Points by using site features and then funneling it to a singular Account.
The Topia Point License is transferable by the holder to any other user as long as both users comply with these Terms of Service, maintain their Accounts in good standing, and are not delinquent on any Account payment requirements. Except as expressly permitted by this Agreement or otherwise expressly permitted by Topia Interactive, the Topia Point License may not be sublicensed, encumbered, conveyed or made subject to any right of survivorship or other disposition by operation of law or otherwise, and you agree that any attempted disposition in violation of these Terms of Service is null and void. Topia Interactive may revoke the Topia Point License at any time without notice, refund or compensation in the event that: (i) the Topia Online program is suspended or discontinued; (ii) Topia Interactive determines that fraud or other illegal conduct is associated with the holder's Account; (iii) Topia Interactive imposes an expiration date on usage of Topia Points in compliance with applicable laws and regulations; (iv) the holder's Account is terminated for violation of these Terms of Service; or (v) the holder becomes delinquent on any of that user's Account payment requirements, ceases to maintain an active Account or terminates this Agreement.
You acknowledge that Topia Points are a virtual material with no cash value, that no interest is paid or earned with respect to Topia Points, and that Topia Interactive may limit your Account's ability to use Topia Points with respect to any item, service, Content or time period related thereto. You further acknowledge that additional restrictions related to Topia Points, as determined in the sole and absolute discretion of Topia Interactive, may be applicable if, and when, Topia Points are made available to your Account or thereafter. Topia Interactive may restrict the award or use of Topia Points based on Your country of residence or other factors.
6.3 Virtual items are fictional in-world graphical objects with a predefined set of parameters in Topia Online and will often have names similar or identical to corresponding physical categories such as "people", "real estate", "possessions”, “currency”, “cloths” and the names of specific items in those categories such as "house", "tools", "armor", “money” etc. (“Virtual Items”). Despite the similarity in terminology, all Virtual Items, including Topia Points, are part of the Topia Network and/or features of Topia Online, and Topia Interactive retains all rights, title, and interest in all parts including, but not limited to characters, skills and Virtual Items. These retained rights include, without limitation, patent, copyright, trademark, trade secret and other proprietary rights throughout the world. Notwithstanding any other language or context to the contrary, as used in this EULA and/or in the Topia Network in the context of Virtual Items, You expressly acknowledge that all terms like “exchange of”, “trade with”, “purchase of”, “sale of” or “use of” Virtual Items, and all similar terms in context of transactions with Virtual Items, refers to the licensed right to use a certain feature of the Topia Network or Topia Online in accordance with the terms and conditions of this Agreement.
As part of your interactions with Topia Online, you may also, “construct”, “craft”, “compile”, “design”, “modify” or in any other way “create” Virtual Items. Notwithstanding any other language or context to the contrary, as used in this EULA and/or in the Topia Network in the context of the in-world creation of Virtual Items, you expressly acknowledge that you do not obtain any ownership right or interest in the Virtual Item you “create” but all such terms refer to the licensed right to use a certain feature of Topia Online or the Topia Network in accordance with the terms and conditions of this Agreement. For clarity, Topia Interactive retains all rights, title and interest to all Virtual Items you create in-world.
6.4 Topia Online offers a Topia Marketplace (to the extent we make that method available), and the Service may from time to time include other, similar methods or sites on which Topia Points may be exchanged (referred to collectively as the "Topia Network"). You acknowledge that the Topia Network has been created to enable users of Topia Online to enhance their experience using the Service with the ability to transfer license rights to other users of the Service, and that the terminology used is solely for the purpose of enabling this use of the Service.
Topia Interactive may halt, suspend, discontinue, or reverse any Topia Marketplace transaction (whether proposed, pending or past) in cases of actual or suspected fraud, violations of other laws or regulations, or deliberate disruptions to or interference with the Service.
6.5 Unsanctioned Topia Point marketplaces that are operated by third parties.
Topia Points are occasionally traded on third party exchanges, which are wholly distinct from the Topia Marketplace. Unless specified by Topia Interactive, these exchanges have no affiliation with Topia Interactive. We do not guarantee the legitimacy of the Topia Point transfers offered on them, and we are not liable for purchases of such Topia Points. You purchase Topia Points from such sites at your own risk. If you Buy Topia Points that are traced to unauthorized credit card activity or other fraudulent activity, we will remove these Topia Points from your Account.
7. A "Player-Made World" is an in-world space that we license for non-commercial purposes.
A Player-Made World is the graphical representation of two-dimensional virtual world space. When you run a Player-Made World, you obtain a limited license to access and use certain features of the Game associated with the Player-Made World stored on our Servers. Player-Made Worlds are available for use or distribution at Topia Interactive's discretion, and are not redeemable for monetary value from Topia Interactive. Player-Made Worlds may incur continual maintenance and operating fees.
The Game includes a component of In-Game virtual space that is stored on our Servers and made available in the form of virtual space ("Player-Made World"). This "Player-Made World" constitutes a limited license to access and use certain features of our Game as set forth below. Topia Interactive may or may not charge fees for the right to acquire, transfer or access Player-Made Worlds, and these fees may change at any time.
When you acquire a Player-Made World, Topia Online hereby grants you a limited license ("A Player-Made World License") to access and use features of the Game associated with the virtual unit(s) of space corresponding to the identifiers of the Player-Made World within the Game as designated by Topia Interactive, in accordance with these Terms of Service and any other applicable policies. The Player-Made World License is transferable by the holder to any other user provided that both users and the proposed transfer comply with these Terms of Service, maintain their accounts in good standing, and are not delinquent on any Account payment requirements. Except as expressly permitted by this Agreement, this Player-Made World License may not otherwise be encumbered, conveyed or made subject to any right of survivorship or other disposition and any attempted disposition in violation of these Terms of Service is null and void. Topia Interactive may revoke the Player-Made World License at any time without notice, refund or compensation in the event that: (i) Topia Interactive determines that fraud, illegal conduct or any other violations of these Terms of Service or other Topia Online policies is associated with the holder's Account or Player-Made World; or (ii) the holder becomes delinquent on any of that user's Account's payment requirements, ceases to maintain an active Account or terminates this Agreement.
You may permit or deny other users to access your Player-Made World on terms determined by you. Any agreement you make with other users relating to use or access to your Player-Made World must be consistent with these Terms of Service, and no such agreement can abrogate, nullify, void or modify these Terms of Service.
You acknowledge that a Player-Made World is a limited license right and is not a real property right or actual real estate, and it is not redeemable for any sum of money from Topia Interactive. You agree that Topia Interactive has the right to manage, regulate, control, modify and/or eliminate such Player-Made Worlds as it sees fit and that Topia Interactive shall have no liability to you based on its exercise of such right. Topia Interactive makes no guarantee as to the nature of the features of the Game that will be accessible through the use of Player-Made Worlds, or the availability or supply of Player-Made Worlds.
8. Content licenses and intellectual property rights
8.1 You retain all of your ownership rights in your Content that you submit to the game.
You retain any and all Intellectual Property Rights you already hold under applicable law in Content you upload, publish, and submit to or through the Servers, Websites, and other areas of the Game, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of other users or Topia Interactive in Content that you may use or modify.
8.2 By submitting Content to Topia Online, you grant certain Content licenses to Topia Interactive.
You agree that by using Content Publishing through uploading, publishing, or submitting any Content to or through the Servers, Websites, Dropbox.com shared folders provided through Topia (firstname.lastname@example.org), or other areas of the Game you grant Topia Interactive a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and Topia Interactive's (and its successors' and affiliates') business.
You understand that this license enables Topia Interactive to display, distribute, promote, and improve the Game. You agree that the license includes the right to copy, analyze and use any of your Content as Topia Interactive may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Game and future improvements to the Game. The license granted in this Section 8.2 is referred to as the "Service Content License."
You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Topia Interactive all of the license rights granted herein.
8.3 By submitting Content to Topia Online, you grant certain Content licenses to users of Topia Online.
You agree that by using Content Publishing through uploading, publishing, or submitting any Content to any publicly accessible areas of the Game or through shared folders provided through Topia (email@example.com), you hereby grant each user of Topia Online a non-exclusive license to access the User Content through the Game, and to use, reproduce, distribute, prepare derivative works of, display, and perform the Content In-Game or otherwise in the Game solely as permitted by you through your interactions with the Game under these Terms of Service. This license is referred to as the "User Content License," and the Content being licensed is referred to as "User Content."
"Publicly accessible" areas of the Game are those areas that are accessible to other users of Topia Online. If you do not wish to grant users of Topia Online a User Content License, you agree that it is your obligation to avoid displaying or making available your Content to other users.
"Your interactions with the Game" may include use of the Topia Online permissions system and the copy, modify, and transfer settings for indicating how other users may use, reproduce, distribute, prepare derivative works of, or perform your Content In-Game subject to these Terms of Service. Any agreement you make with other users relating to use or access to your Content must be consistent with these Terms of Service, and no such agreement can abrogate, nullify, void or modify these Terms of Service.
You acknowledge that when you receive a User Content License you receive only licensing and use rights: You therefore do not acquire ownership of any copies of the Content, or transfer of any copyright or other Intellectual Property Rights in the Content. This includes User Content that may be bought or sold on the Topia Online Marketplace.
8.4 By submitting Content to Topia Online, you grant Topia Interactive and other users of Topia Online a license to use in any form of media content, your Content that is displayed In-Game in publicly accessible areas of the Game.
You agree that by using Content Publishing through uploading, publishing, or submitting any Content to or through the Servers or Topia's shared Dropbox folders (firstname.lastname@example.org) for display In-Game in any publicly accessible area of the Game, you hereby grant each user of Topia Online and Topia Interactive a non-exclusive, worldwide, royalty-free, sublicenseable and transferable license to photograph, capture an image of, film, and record a video of the Content, and to use, reproduce, distribute, prepare derivative works of, display, and perform the resulting photograph, image, film, or video in any current or future media. The foregoing license is referred to as the "Media Content License."
8.5 You may delete copies of your Content from the Game, and the licenses you have granted for the deleted copies will terminate with certain limitations.
You may delete copies or instances of your Content that you have displayed In-Game or that are registered to your Account through the normal functionality of the Game. In such event, the licenses granted by you in this Section 8 shall terminate in the manner provided below, but only for those particular copies or instances of Content that you have deleted from the Game.
You acknowledge that this termination will not apply to any other copies or instances of the same Content that you have not specifically deleted from the Game, including without limitation those that may be displayed elsewhere In-Game and those that may be registered to the Account of other users to whom you have shared Content.
You acknowledge that the Media Content License granted to Topia Interactive and other users with respect to your Content will survive any such termination.
You also acknowledge that the Service Content License granted to Topia Interactive with respect to your Content will survive any such termination solely as follows to permit Topia Interactive: (i) to retain server copies of particular instances of your Content, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section 8 for any other copies or instances of the same Content that you have not specifically deleted from the Game, including those that may be displayed elsewhere In-Game or registered to other users' Accounts.
8.6 Topia Interactive owns Intellectual Property Rights in and to the Game, except all User Content with exceptions listed below.
Topia Interactive owns Intellectual Property Rights in and to the Game, except all User Content with the exception of User Content used on the Servers, including the Websites, the Servers, and the Topia Interactive In-Game Content, and in and to our trademarks, service marks, trade names, logos, domain names, and taglines. You understand that such Intellectual Property Rights are apart from any rights you may have in Content you upload, publish or submit to the Game, as discussed above. You acknowledge and agree that Topia Interactive and its licensors own all right, title, and interest in and to the Game, including all Intellectual Property Rights therein.
8.7 Topia Interactive grants you certain licenses to access and use Topia Online while you are in full compliance with the Terms of Service.
Topia Interactive hereby grants you a non-exclusive, non-transferable, non-sublicenseable, limited, revocable license to access and use the Game as set forth in these Terms of Service and expressly conditioned upon you and each of your Accounts remaining active, in good standing, and in full compliance with these Terms of Service. Additional terms may apply to certain elements of the Game; these terms are available where such separate elements are made available on the Websites. If there is any contradiction between any additional terms and these Terms of Service, then the additional terms shall take precedence only in relation to that particular element of the Game.
Topia Interactive provides access to Topia Online In-Game Content and hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Topia Online In-Game Content solely In-Game as permitted through the normal functionality of the Game and under these Terms of Service, except that photographs, images, films, and videos of Topia Online In-Game Content may be used in other areas of and outside the Service as provided in our Media Content License. To be clear, and without limiting the foregoing, you may not use, reproduce, distribute, prepare derivative works of, display or perform any Topia Online In-Game Content, whether modified by you or not, outside the virtual world environment of the Game except as provided in the Media Content License or as expressly agreed upon in a written agreement with Topia Interactive. The foregoing license is referred to as a "Topia Online In-Game Content License."
You acknowledge that when you receive a Topia Online In-Game Content License you do not acquire ownership of any copies of the Content, or transfer of any copyright or other intellectual property rights in the Content.
Any use of the Game, including Content in the Game, other than as specifically authorized in this Agreement, without the prior written permission of Topia Interactive, is strictly prohibited and will terminate all licenses granted herein.
8.8 You agree to respect the Intellectual Property Rights of other users, Topia Interactive, and third parties.
You agree that you will not upload, publish, or submit to any part of the Game any Content that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload, publish or submit the Content and to grant Topia Interactive and users of the Game all of the license rights granted in these Terms of Service.
You acknowledge that the Content of the Game is provided or made available to you under license from Topia Interactive and independent Content Providers. You acknowledge and agree that except as expressly provided in this Agreement, the Intellectual Property Rights of Topia Interactive and other Content Providers in their respective Content are not licensed to you by your mere use of the Game. You must obtain from the applicable Content Providers any necessary license rights in Content that you desire to use or access.
Topia Interactive and other Content Providers may use the normal functionality of the Game, including the permissions system and the copy, modify, and transfer settings, to indicate how you may use, reproduce, distribute, prepare derivative works of, display, or perform their respective Content solely In-Game. You acknowledge and agree that the permissions system and other functionality of the Game do not grand you any license, consent, or permission to copy, modify, transfer, or use in any manner any Content outside the Game.
You agree that you will not copy, transfer, or distribute outside the Game any Content that contains any Topia Online In-Game Content, in whole or in part or in modified or unmodified form, except as allowed by the Media Content License, or that infringes or violates any Intellectual Property Rights of Topia Interactive, other Content Providers, or any third parties.
Topia Interactive reserves the right, but is not obligated to use technological measures designed to prohibit the copying, transfer, or distribution of Content outside the Game when we in good faith believe that such copying, transfer, or distribution would or might violate the Intellectual Property Rights of our users, Topia Interactive, or third parties.
You copy and use Content at your own risk. You are solely responsible and liable for your use, reproduction, distribution, modification, display, or performance of any Content in violation of any Intellectual Property Rights. You agree that Topia Interactive will have no liability for, and you agree to defend, indemnify, and hold Topia Interactive harmless for, any claims, losses, or damages arising out of or in connection with your use, reproduction, distribution, modification, display, or performance of any Content.
9. Prohibited Conduct
9.1 You agree to abide by certain rules of conduct, including the Community Standards and other rules prohibiting illegal and other practices that Topia Interactive deems harmful.
You agree to read and comply with the Community Standards posted on the applicable areas of the Websites.
9.2 You will not post or transmit prohibited Content, including any Content that is illegal, harassing or violates any person's rights.
You agree that you will not:
- "stalk", harass, threaten, or defraud other Topia Online users;
- send, post, or make available pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, deceptive, tortious, defamatory, libelous, or otherwise inappropriate or offensive content to other Topia Online Members;
- make unsolicited or inappropriate offers, advertisements or proposals for goods, services or other commercial activities outside of Topia Online, or send junk mail or chain letters to other Members;
- impersonate another person or access another Member's account without permission, or impersonate Topia Interactive's staff;
- fail to deliver payment for any purchases made on Topia Online;
- share Topia Online Account passwords with a third party or encourage another Member to do so;
- misrepresent the source, identity, or content of information transmitted via Topia Online, (such as claiming a created work as your own that is not actually yours) or otherwise infringing any trademark, copyright, right of publicity or other right of any other person or entity;
- use or encourage others to use Topia Online for any illegal purpose;
- use site features for anything other than their intended purpose, including exploiting site glitches for personal gain;
- interfere with any security-related features of Topia Online;
- intentionally interfere with the operation of Topia Online or any Member's enjoyment of it, including intentionally posting inflammatory statements;
- post, request, or link to sexually explicit material or conduct;
- discuss, promote, or depict any form of child sexuality, abuse, exploitation, or related topics that may be harmful to or threaten the security of a child or minor;
- post or distribute any content that contains software viruses or other code intended to damage or interfere with any software, hardware, equipment, system, data, or other information of Topia Online or any third party;
- attempt to hack or scam other Members;
9.3 You agree that you will not post or transmit Content or code that may be harmful, impede other users' functionality, invade other users' privacy, or surreptitiously or negatively impact any system or network.
You agree to respect both the integrity of the Game and the privacy of other users. You will not:
(i) Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Game or interests or rights of other users, or that may harvest or collect any data or personal information about other users without their consent;
(ii) Post or transmit unsolicited or unauthorized advertising or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that Topia Interactive considers to be of such nature;
(iii) Engage in malicious or disruptive conduct that impedes or interferes with other users' normal use of the Game;
(iv) Attempt to gain unauthorized access to any other user's Account, password, Player-Made World or Content;
Any violation by you of the terms of this Section 9 may result in immediate suspension or termination of your Accounts without any refund or other compensation.
10. Privacy and your personal information
Topia Interactive keeps records of your Account information as well as certain automatically collected information, such as IP address, Topia Marketplace purchases and trades, and cookies.
Your Account information is collected for the following purposes: (i) to provide a better service, (ii) for accounting purposes and financial reporting of the economic activities available via the Topia Marketplace, (iii) for the purposes of identity verification, detection and counteraction of fraud and Agreements violations, and (iv) in order to balance the load on Topia Online. By your usage of Topia Online and therewith consenting to this Agreement and by providing Topia Interactive and/or Content Providers with your Account information, you hereby consent to and approve of the collection, processing and recording of your Account information, its transmission to Topia Interactive's Content Providers in compliance with this Agreement.
11. Topia Interactive's Limitation of Liability
11.1 TOPIA INTERACTIVE, ITS MEMBERS, EMPLOYEES, OFFICERS AND DIRECTORS, ITS AFFILIATES AND SUBSIDIARIES SHALL, TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT, BE LIABLE TO YOU FOR ANY DAMAGES, LOSS OR EXPENSE INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE, OR ECONOMIC LOSS , INCLUDING WITHOUT LIMITATION TO ATTORNEY FEES, LOSS OF GOODWILL OR HARDWARE DAMAGES, ARISING FROM THE USE OF TOPIA ONLINE OR IN CONNECTION WITH YOUR TRANSMISSION OR USE OF ANY CONTENT USING TOPIA ONLINE.
YOU ACKNOWLEDGE THAT, TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, TOPIA INTERACTIVE SHALL NOT BE LIABLE TO YOU FOR THE LOSS OF ANY DATA OR ELECTRONIC FILES, INCLUDING, BUT NOT LIMITED TO, ACCOUNT, CHARACTER, SKILLS AND/OR VIRTUAL ITEMS AND/OR CURRENCIES, FOR ANY REASON WHATSOEVER INCLUDING, BUT NOT LIMITED TO, SERVER FAILURE, INTERRUPTIONS OR CESSATION OF TRANSMISSION, INTERNET LATENCY, VIRUSES, BUGS, TROJAN HORSES AND THE LIKE, SOFTWARE AND/OR HARDWARE DEFECTS OR ERRORS, UNAUTHORISED USE OF TOPIA ONLINE'S SYSTEM OR SERVERS, USE OF CONTENT SUBMITTED THROUGH THE TOPIA NETWORK, AND THE USE OF TOPIA ONLINE IN GENERAL.
11.2 Topia Interactive is NOT liable for its Member's actions, and you release Topia Interactive from any claims relating to other users.
You agree not to hold Topia Interactive liable for the Content, actions, or inactions of other Members. As a condition of access to the Game, you release Topia Interactive (and its members, officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more user, including whether or not Topia Interactive becomes involved in any resolution or attempted resolution of the dispute.
You agree and understand that Topia Interactive does not control and is not responsible for information you provide to parties other than Topia Interactive.
11.3 Topia Interactive provides the Services and Game on an "as is" basis, without express or implied warranties, and all Content and Player-Made Worlds have no guarantee or warranty of any compensable value.
Topia Interactive provides the service including without limitation the Topia Software, the Websites, the Servers, the Topia Online In-Game Content, and your Account, strictly on an *as is* basis, and hereby expressly disclaims all warranties or conditions of any kind, written or oral, express, implies or statutory, including without limitation any implied warranty of title, noninfringement, merchantability or fitness for a particular purpose.
No value, either express or implied, is guaranteed or warranted with respect to any Content or Player-Made World. Notwithstanding any Intellectual Property rights you may have in your Content or any expenditure on your part, Topia Interactive and you expressly disclaim any compensable value relating to or attributable to any data relating to your Account residing on Topia Interactive's Servers. You assume all risk of loss from using the Game on this basis.
Topia Interactive does not ensure continuous, error-free, secure or virus-free operation of the Game, the Websites, the Servers, or your Account, and you understand that you shall not be entitled to refunds or other compensation based on Topia Interactive's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extend, the foregoing disclaimer may not apply to you.
11.4 Topia Interactive's liability to you is expressly limited, to the extent allowable under applicable law.
In no event will Topia Interactive's cumulative liability to you exceed the greater of (i) one hundred dollars (U.S. $100.00); or (ii) the relevant amount set forth in Section 12 herein, if applicable.
Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you.
11.5 You agree to indemnify Topia Interactive from claims relating to your use of the Game.
At Topia Interactive's request, you agree to defend, indemnify and hold harmless Topia Interactive, its members, officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) any breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Content; or (ii) your acts, omissions or use of the Game, including without limitation your negligent, willful or illegal conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
11.6 You are not our employee, and you have no rights to compensation.
You acknowledge that your participation in the Game, including your creation or uploading of Content in the Game, does not make you a Topia Interactive employee and that you do not expect to be, and will not be, compensated by Topia Interactive for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, join venture, franchise relationship is intended or created by this Agreement.
12. Suspension and termination of your account
12.1 You may terminate your Accounts at any time.
You may terminate this Agreement by closing your Accounts at any time for any reason. In such event, Topia Interactive shall have no further obligation or liability to you under this Agreement or otherwise, and you shall be entitled to no compensation or other payment, remedy, recourse or refund.
12.2 You may terminate your Accounts within thirty days of any Material Change to this Agreement.
These Terms of Service shall be effective upon the conclusion of the thirty (30) day period described in Section 1 above. If you do not wish to agree and abide by these Terms of Service, you have thirty (30) days to terminate your Accounts and conclude any outstanding Topia Online or related transactions. In such event, Topia Interactive shall have no further obligation or liability to you under this Agreement or otherwise, and you shall not be entitled to any compensation or other payment, remedy, recourse or refund.
12.3 TOPIA INTERACTIVE MAY SUSPEND, TERMINATE, MODIFY, OR DELETE ANY TOPIA ONLINE ACCOUNT AT ANY TIME FOR ANY REASON OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU.
Topia Interactive may suspend or terminate your Account if you violate this Agreement, along with any or all other Accounts held by you or otherwise related to you as determined by Topia Interactive, and your violation of this Agreement shall be deemed to apply to all such Accounts. Upon termination of your Accounts, this Agreement between us will be automatically terminated and you may not re-subscribe to Topia Online, or return to Topia Online through other or future Accounts you or others may set up.
12.4 We may suspend or terminate your Account(s) to protect the best interests of Topia Online and the Topia Online community or if we believe you pose an unacceptable risk to the Topia Online community.
We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of Topia Interactive, the Topia Online community or any third party.
We may suspend or terminate your Account(s) if we learn, or in good faith believe that your access to Topia Online may violate a condition of parole or probation, that you have engaged in or attempted to engage in unlawful conduct with minors in the Game that violates this Agreement, or that you for any other reason may pose what we deem to be an unacceptable risk to the Topia Online community.
12.5 We may suspend or terminate your Accounts upon a general suspension or discontinuation of the Game.
If Topia Interactive elects to generally suspend or discontinue the game, in whole or in part, for any reason, Topia Interactive may suspend or terminate your Accounts. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge that Topia Interactive will have no liability to you in connection with such suspension or termination. You acknowledge and agree that a general suspension or discontinuation of the Game, in whole or in part, for any reason, will not constitute a Material Change requiring advance notice.
12.6 You will lose access to your Account and all licenses, Content, and data upon termination, and you understand this is a risk of participating in the Service.
Upon termination of your Account, you will no longer be able to access your Account or access (or transfer or direct the transfer to any other Account) any Content or data you have stored on the Servers. All licenses granted by Topia Interactive to use the Game, including without limitation any Player-Made World Licenses will automatically terminate. You acknowledge that you have elected to procure Player-Made World Licenses or any premium account or paid features of the Game notwithstanding the possibility of termination of such license rights under the circumstances set forth in this Agreement.
You should ensure that you have only stored Content on the Servers to which you are willing to permanently lose access. You acknowledge and assume the risk of the possibility of suspension or termination of your Account as provided herein, and you represent that you will make your decisions to participate in the Game, contribute Content, spend your money and dispose of transferable licenses at all times knowingly based upon these risks.
Upon termination, you will remain liable for any unpaid amounts owed by you to Topia Interactive and Topia Interactive has the right to set off any amounts owed by you or for which you are otherwise liable against any compensation that you may be entitled to under this Section 12.
12.7 Some terms of this Agreement will survive and continue after termination.
The following terms will survive any termination of this Agreement: Sections 8, 11, 12, 13 and 14.
13. Dispute resolution and arbitration
13.1 If a dispute arises between you and Topia Interactive regarding a claim for less than $10,000, either party may resolve it through Arbitration instead of Litigation.
For any claim related to this Agreement or our Game, excluding claims for injunctive or other equitable relief, where the total amount sought is less than ten thousand U.S. Dollars ($10,000.00 USD), either we or you may elect at any point in or during a dispute or proceeding to resolve the claim through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13.2 The applicable law and venue for any non-arbitrated dispute is Maryland.
You agree that this Agreement and the relationship between you and Topia Interactive shall be governed by the laws of the State of Maryland without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Further, you and Topia Interactive agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Frederick, Maryland, except as provided in Section 11.1 regarding optional arbitration. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party's Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
13.3 Improperly filed claims are subject to attorneys' fees and costs.
All claims you bring against Topia Interactive must be resolved in accordance with this Dispute Resolution and Arbitration Section. All claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed and a breach of these Terms of Service. Should either party file a claim contrary to this Dispute Resolution Section, the other party may recover attorneys' and costs up to one thousand U.S. Dollars ($1,000.00), provided that such party seeking such fees has notified the other in writing of the improperly filed Claim, and the other has failed to promptly withdraw the Claim.
14. General Provisions
14.1 Topia Online is a United States-based service.
Topia Interactive makes no representation that any aspect of the Game is appropriate or available for use outside of the United States. Those who access the Game from other locations are responsible for compliance with applicable local laws.
14.2 You may not assign your Account; we may assign this Agreement.
You may not assign this Agreement or your Account without the prior written consent of Topia Interactive. You may not transfer or sublicense any licenses granted by Topia Interactive in this Agreement without the prior written consent of Topia Interactive, except solely to the extent this Agreement permits transfer of Player-Made World Licenses. Topia Interactive may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement.
14.3 This Agreement and the referenced Policies are the entire understanding between us.
This Agreement, including the additional terms and polices referenced in this Section 13, sets forth the entire understanding and agreement between you and Topia Interactive with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be modified except as provided in Section 1 or by mutual written agreement between you and Topia Interactive that is signed by hand (not electronically) by duly authorized representatives of both parties and expressly references amendment of this Agreement.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. As used in this Agreement, references to a determination made in Topia Interactive's discretion means that the determination will be made by Topia Interactive in accordance with its good faith business judgment. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
14.4 We agree to provide each other with notices in a specified manner.
Topia Interactive may give notice to and obtain consent from you by one or more of the following means: through the website at http://www.topiaonline.com, through the Topia Online Account Page at or after log-in to your Account, by electronic mail to your e-mail address in our records, or by written mail communication to the address on record for your Account. All notices given by you or required under this Agreement shall be mailed to us at: 900 Rocky Fountain Terrace, Myersville, MD 21773.