USER AGREEMENT

Please read this User Agreement (“Agreement”) carefully.  It explains your legal rights and obligations relating to use of Velan products and services (“Services”).  Velan Services include all game software, updates, upgrades, features, content, websites, and live events hosted by or associated with Velan.

By accessing, downloading, or using the Services, you agree to these terms.  If you do not agree to these terms, you may not use Velan Services.  

We offer Velan Services through the internet and platforms controlled by third parties, such as Microsoft and Sony.  Your use of Velan Services is governed by additional policies and agreements maintained by the third parties whose services you use (“Third-Party Agreements”).  If you do not agree to these Third-Party Agreements, you may not use Velan Services.

THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION PROVISION, INCLUDING A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.  EXCEPT AS PROVIDED IN SECTION 14, BY ACCEPTING THIS AGREEMENT, YOU AGREE TO RESOLVE ALL DISPUTES IN BINDING INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT.

TO ENTER THIS AGREEMENT, YOU MUST BE A LEGAL ADULT AS DEFINED BY THE LAWS OF THE COUNTRY WHERE YOU LIVE (18 YEARS OLD IN THE UNITED STATES).  IF YOU ARE A MINOR, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THIS AGREEMENT.  YOU OR YOUR PARENT/LEGAL GUARDIAN IS FINANCIALLY RESPONSIBLE FOR ALL USE OF THE SERVICES, INCLUDNG ACTIONS OF ANYONE WHO ACCESSES YOUR ACCOUNT.

1. Accounts

A. Velan Accounts

You need a Velan User Account (“Account”) to use Velan Services.  

You must be at least 13 years of age (or the minimum legal age of your country of residence) to create a Velan Account.  If you are not a legal adult in your country, your parent or legal guardian must consent to your creation of a Velan Account.  

You may cancel your Velan Account or subscription to Velan Services by contacting Velan customer service at https://help.knockoutcity.com.

B. Third Party Accounts

You also need an account with a Third-Party store or platform provider to access and use Velan Services (“Third-Party Accounts”).  Velan is not responsible for Third-Party Accounts, including any Personal Information in such Third-Party Accounts.

2. License

Velan does not sell Services to you.  Velan Services are licensed for personal non-commercial use (“License”).   You may not transfer the Velan Services License and Velan has the right to revoke or further limit the License as provided in this Agreement or as allowed by law.  Velan also has the right to license the Services to others on the same or different terms.  

You may not access, copy, modify, or distribute any Services.  You also may not reverse engineer or attempt to extract or otherwise use source code or other data from Velan Services.

Velan (and its licensors) reserve all other rights, including all right, title, and interest in the Velan Services, as well as all other associated intellectual property rights.

3. Content

A. Velan Content

Velan Services include content provided by Velan and Third-Party vendors (collectively, “Velan Content”).  All Velan Content is licensed to you pursuant to the Services License described in Section 2.

Velan Content includes all material in the Velan Services (other than User Generated Content, described below) whether supplied by Velan or a Third-Party, including but not limited to software, technology, text, forum and chat posts, profiles, widgets, messages, links, emails, sounds, and graphics.  Velan Content also includes the design and appearance of our websites.

B. User Generated Content

Velan Services offer the ability for users to share content (“User Generated Content” or “UGC”) through the Services, such as by participating in chats.  When you contribute UGC, you grant Velan a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit the UGC, or any portion of it, in any manner or form and in any medium or forum, whether now known or later devised, without notice, payment or attribution of any kind to you or any third-party.  

You also grant to all other users who can access and use your UGC on the Velan Services the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute your UGC without further notice, attribution, or compensation to you.  

You hereby waive and agree not to assert any moral rights of paternity, publication, reputation, or attribution with respect to Velan’s and other Users’ use of your UGC.  Your license of UGC to Velan and other Users survives termination of this Agreement.

Velan is not responsible for UGC provided by you or any other person.  Velan may remove, edit, or disable UGC for any reason, including but not limited to harassment, discrimination, offensive content, or any other reason.  

Posting inappropriate or illegal content violates Velan’s Code of Conduct (“Code”) and may result in limitation, suspension, or termination of your Account and access to the Services.  Velan also may notify third parties or law enforcement in its sole discretion and without notice if you post any UGC that Velan believes violates any applicable law or third-party rights or presents a danger or risk of harm to any person.

You are solely responsible for your UGC.  You may not upload UGC that violates this Agreement, infringes a third-party’s rights, or violates applicable law.  YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD VELAN HARMLESS FOR ANY UGC THAT IS POSTED IN VIOLATION OF THE TERMS OF THIS SECTION.

4. Feedback

If you provide any suggestions or comments regarding the Services (“Feedback”) either directly to us or indirectly through any other method, medium or person, you grant Velan a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback, or any portion of it, in any manner or form and in any medium or forum, whether now known or later devised, without notice, payment or attribution of any kind to you or any third-party. You understand and agree that Velan is not required to make any use of any Feedback that you provide.

5. Special Features and Virtual Currency

“Special Features” (sometimes called “Entitlements”) are Service elements that Velan licenses to you separately from Velan’s standard service offerings.  Examples of Special Features include access to digital or unlockable Content, additional or enhanced functionality, subscriptions, virtual assets, unlock keys or codes, serial codes or online authentication, and in-game accomplishments.  Special Features may be earned or accessed through game play or use of virtual points, coins, or currencies.

We refer to virtual points, coins, or currencies as "Velan Virtual Currency". Velan Virtual Currency is licensed to you and you obtain no rights of ownership to any Velan Virtual Currency.  When you obtain Velan Virtual Currency from us or our authorized partners (either through game play or purchase), you receive a personal, limited, non-assignable, non-exclusive, revocable license to access and select the Special Features that Velan expressly makes available to you. Velan Virtual Currency has no monetary value and is not a substitute for real currency. Velan Virtual Currency cannot be sold, traded, transferred, or exchanged for cash; it only may be redeemed for Special Features available for Velan Services. Velan Virtual Currency is non-refundable. Velan Virtual Currency also cannot be transferred to another Account or User.  Once you redeem Velan Virtual Currency for a Special Feature, that Special Feature is not returnable, exchangeable, or refundable.  

6. Compliance with Law, Policies, and Rules

You are required to comply with all laws and regulations that apply to use of the Velan Services.  

You also are required to comply with Velan’s Code of Conduct and any other policies or rules that Velan may adopt in the future applicable to Velan Services.

7. Monitoring, Anti-Cheat, and Technical Protection Measures

Velan utilizes technologies to monitor, detect, and prevent cheating.  These technologies may be operated by Velan or a third-party and may monitor your local device’s RAM, processes, communications, file storage, and other system operations.

Velan prohibits use of third-party programs (such as “add-ons”, “hacks”, “trainers”, or “cheats”) that Velan believes (a) enable or facilitate cheating; (b) allow users to modify or hack the game interface, environment, and/or experience in any way not expressly authorized by Velan; or (c) intercept, "mine", or otherwise collect information from or through the game.

Velan may collect information needed for investigation and enforcement purposes. We also may terminate your Velan License and Account if we determine you have been cheating.

Velan also may use technical content protection measures to prevent piracy and unauthorized copying or use of Velan Games. Circumventing, disabling, or tampering with these measures terminates your License to Velan Services.

8. Termination/Suspension

This Agreement is effective until terminated. Velan may terminate your access to and use of the Services or your Account if Velan determines that you have violated this Agreement or that there has been otherwise unlawful, improper or fraudulent use of the Services through your Account.

You may lose your username and persona due to a Velan Account termination. If you have more than one Velan Account, depending on the type of violation or misuse, Velan may terminate all your Velan Accounts and all related Special Features. If your Velan Account is terminated, you will not have access to your Velan Account or Special Features and may be barred from accessing or using any Velan Services again. Upon termination, your License under this Agreement also shall terminate.

Instead of termination, Velan may issue you a warning, suspend or alter your access to a particular Velan Service or your Velan Account, remove or revoke Special Features, or remove or delete any UGC. Unless otherwise prohibited by law, if Velan takes any action described in this Section, you will not be entitled to a refund and no Special Features or Velan Virtual Currency will be credited to you or converted to cash or other forms of reimbursement.

Velan may terminate any Velan Service (“Service Termination”) for some or all Users at any time by giving at least thirty days' notice either via email (if you have provided an email address to us), within the affected Service, or on Velan’s website.

After Service Termination, no software updates will be applied and we can’t guarantee Services will continue to function on newer or updated operating systems or be available for download. Any Velan games available via download from Third-Party platforms or stores may be removed without further notice to you.

If you believe that any action has been taken against your Account or device in error, please contact Customer Support at https://help.knockoutcity.com.

If you terminate this Agreement, you agree to cease all use of Velan Services.

The following Sections survive termination of this Agreement: 2 (License), 3 (Content), 4 (Feedback), 8 (Termination/Suspension), 12 (Warranties), 13 (Limitation of Liability), and 14 (Dispute Resolution/Arbitration).

9. Use of Data

When you use Velan Services, we may collect and store data from your computer or device, including information about your hardware, installed software, and operating system, information about your Velan Services usage, gameplay and usage statistics, system interactions, and other similar information.

Velan uses this information to operate its business, improve Velan Services, provide Velan Services to you, communicate with you, provide software updates, enforce this Agreement, and troubleshoot bugs or otherwise enhance your experience.

When you participate in online services, Velan also may collect, use, store, transmit, and publicly display statistical data regarding game play (including scores, rankings and accomplishments), or identify UGC that is created and shared by you with other players.

Some of the information Velan collects and uses is Personal Information.  Velan’s use of Personal Information is described in and governed by Velan’s Privacy Policy.

10. Updates

Velan Services require or allow you to download software, updates or patches, or other utilities and tools from Velan or its licensors. Certain updates may be required to continue use of Velan Services. Some updates may contain locked features or content that require you to pay an additional fee to access them. You consent to Velan automatically installing updates for Velan Services. Failure to install available updates may render Velan Services unplayable.

11. Third Party Services

Velan Services may allow you to access products and services offered by Third Parties (“Third-Party Services”).  Velan is not responsible for Third-Party Services, which may be governed by additional or different terms.  You should review the terms of these Third-Party Services before accessing or using them.

11. Warranties

EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, VELAN SERVICES ARE PROVIDED "AS IS." YOU USE THEM AT YOUR OWN RISK.

TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, VELAN GIVES NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR PRACTICE. VELAN DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF VELAN SERVICES; THAT THE VELAN SERVICES WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE VELAN SERVICES WILL BE UNINTERRUPTED OR FREE FROM ERRORS, BUGS, CORRUPTION, LOSS, INTERFERENCE, HACKING OR VIRUSES, OR THAT VELAN SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE. VELAN DOES NOT WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED VIA VELAN SERVICES.

11. Limitation of Liability

EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, VELAN AND ITS EMPLOYEES, LICENSORS AND BUSINESS PARTNERS SHALL NOT BE LIABLE FOR ANY LOSSES THAT WERE NOT CAUSED BY VELAN'S BREACH OF THIS AGREEMENT, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY TYPE.  

THE TYPES OF EXCLUDED DAMAGES INCLUDE, FOR EXAMPLE, FINANCIAL LOSS (SUCH AS LOST INCOME OR PROFITS), COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION OR STOPPAGE, LOSS OF DATA, LOSS OF GOODWILL, AND DEVICE FAILURE OR MALFUNCTION. THIS LIMITATION APPLIES TO ANY CLAIM ARISING OUT OF OR RELATED TO ANY VELAN SERVICE, WHETHER BASED IN CONTRACT, TORT, STATUTE, STRICT LIABILITY OR OTHERWISE. IT ALSO APPLIES EVEN IF VELAN KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES.

YOU MAY RECOVER ONLY DIRECT DAMAGES IN AN AMOUNT NO GREATER THAN WHAT YOU ACTUALLY PAID FOR THE APPLICABLE VELAN SERVICE. VELAN DOES NOT LIMIT ITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY

SOME JURISDICTIONS DO NOT ALLOW THE ABOVE EXCLUSIONS AND LIMITATIONS, SO SOME OR ALL OF THEM MAY NOT APPLY TO YOU.

11. Dispute Resolution/Consent to Arbitration

EXCEPT AS EXPRESSLY REQUIRED BY LAW, BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU AND VELAN EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

This Section 14 includes an agreement to arbitrate and offers a streamlined way to resolve disputes between us if they arise. Most of your concerns can be resolved quickly and satisfactorily by contacting Velan at https://help.knockoutcity.com. If we cannot resolve your concern, you and Velan agree to be bound by the procedure set forth in this Section 14 to resolve any disputes between us.

This Section 14 also applies to our respective agents, employees, subsidiaries, predecessors, successors, beneficiaries, and assigns. The agreement to arbitrate evidences a transaction in interstate commerce, and thus the US Federal Arbitration Act governs the interpretation and enforcement of this Section 14 and any arbitration carried out under this Section. This Section 14 shall be interpreted broadly and shall survive termination of this Agreement.

A. Claims Covered by Arbitration

All disputes, claims or controversies arising out of or relating to this Agreement, any Velan Service and its marketing, or the relationship between you and Velan, including the validity, enforceability, and scope of this Section 14 (“Disputes”), shall be determined exclusively by binding arbitration. This includes claims that accrued before you entered into this Agreement. The only Disputes not covered by this Section 14 are claims (i) regarding the infringement, protection or validity of your, Velan's, or Velan's licensors' trade secrets, copyright, trademark or patent rights; and (ii) claims brought in small claims court.

B. Informal Negotiations

You and Velan shall first attempt to resolve any Dispute informally for at least 30 days before initiating arbitration. The informal negotiations begin upon receipt of written notice from one party to the other (“Notice of Dispute”). The Notice of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought. Velan will send its Notice of Dispute to your billing or email address. You will send your Notice of Dispute to: legal@velanstudios.com.

C. Binding Arbitration

If you and Velan cannot resolve a Dispute informally, you or Velan may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be administered by the American Arbitration Association under its Consumer Arbitration Rules ("AAA Consumer Rules"), which are available at www.adr.org or by calling 1-800-778-7879, with the following modifications:

  1. Arbitration fees and costs shall be governed by the AAA Consumer Rules.
  2. If the Dispute does not exceed $50,000, the arbitration will be conducted solely on the basis of written submissions.
  3. The parties may bring any dispositive motion or motions during the course of the proceedings.
  4. The arbitrator shall make a decision in writing, which will include the findings and conclusions on which the decision is based. The arbitrator has the authority to issue any relief allowed by applicable law, but the arbitrator shall have no authority to issue any relief on any basis other than an individual basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and Velan may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

D. Limitations

YOU AND VELAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. The arbitrator shall not consolidate another person's claims with your claims, and shall not preside over any type of representative or class proceeding. If this paragraph D is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.

E. Location and Governing Law

Arbitration will take place within twenty-five (25) miles of Troy, New York, or such other location deemed mutually acceptable by the parties.  If you are not reasonably able to appear in person, some or all of the arbitration proceeding may be conducted using remote/virtual videoconferencing capabilities.  

You and Velan agree to submit to the personal jurisdiction of the New York State Supreme Court in Rensselaer County or the United States District Court for the Northern District of New York, in order to compel arbitration, to stay the proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator regardless of whether the arbitration is conducted in person or by remote/virtual methods.

This Agreement shall be deemed to have been entered into in the State of New York and shall be governed by and interpreted pursuant to New York State law, without reference to its choice of law rules.  For disputes not subject to binding individual arbitration, you agree to submit to the exclusive jurisdiction of the state and federal courts for Rensselaer County, New York, and to waive any jurisdictional, venue or other similar objections.  

This Section will be interpreted as broadly as applicable law permits.  

The parties agree that the UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

F. Recovery

If the arbitrator rules in your favor on the merits of any claim you bring against Velan and issues you an award that is greater in monetary value than Velan's last written settlement offer, then Velan will reimburse the arbitration fees that you paid to the AAA.  If the arbitrator rules in Velan’s favor and finds that your claim was frivolous or not filed in good faith, you agree to reimburse Velan for any arbitration fees Velan paid to AAA.

G. Changes to Arbitration Agreement

Once you accept these terms, Velan will not enforce material changes to the agreement to arbitrate set forth in this Section 14, unless you expressly agree to the changes.  Velan may change the other terms of this Agreement as set forth in Section 15.B.

H. Severability

If any clause within this Section 14 (other than the Class Action Waiver clause) is found to be unenforceable because it would preclude a particular claim or remedy (such as public injunctive relief), that claim or remedy (and only that claim or remedy) must be severed from the arbitration and may be brought in court, while any remaining claims or remedies will be resolved through arbitration. If any clause within this Section 14 (other than the Class Action Waiver clause) is found to be unenforceable for any other reason, that clause will be severed from this Section 14 and the remainder of this Section 14 will remain in full force and effect.

15. General Terms

A. Entire Agreement

This Agreement, together with the Velan Privacy Policy, Code of Conduct, and any other Velan polices, rules or codes that Velan may adopt in the future constitutes the entire agreement between you and Velan. This Agreement may not be amended or modified unless made in writing and signed by Velan or posted by Velan on its website or through the Services. The failure of Velan to exercise any right under this Agreement shall not constitute a waiver of the right or any other right. If any part of this Agreement is held to be unenforceable, all other parts of this Agreement shall continue in full force and effect.

B. Changes to This Agreement

Velan may modify this Agreement from time to time.  For Velan players who accepted a previous version of this Agreement, the revisions will become effective thirty (30) days after posting at on our website and/or through our games.  Your continued use of the Velan Services after this thirty (30) day notice period means you accept the changes.

C. Export

You agree to follow U.S. and other export control laws and agree not to transfer a Velan Service to a foreign national, or national destination, that is prohibited by such laws.  You also acknowledge you are not a person whom Velan is prohibited from doing business with under these export control laws.

16. Contact

You can contact Velan regarding your Account or use of the Services through https://help.knockoutcity.com.

Last Updated: August 30, 2022

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