General End User Licence Agreement
Welcome to Tencent!
This General EULA applies specifically to:
· your downloading, installing and/or using any software we make available to you, including any connected software or services, any documentation relating to the use of the software (the “Documentation”) and any Updates we may make available to you (as defined in the “Updates and changes to the Software” section below) (together, the “Software”);
· your access to services that are made available by us in relation to certain Software (the “Services”); and
· any text, images, graphics, photos, sounds, music, videos, audiovisual combinations, interactive content and any other media, content or information that may be made available to you through the Software or any of our Services (together, the “Content”),
(the Software, Services and Content together being the “Licensed Items”).
By accessing or using any Licensed Items, you are agreeing to be bound by this General EULA between you and the Tencent contracting entity identified in the Terms of Service version that apply to you, except where a Licensed Item expressly identifies another of our affiliated companies as being the relevant contracting entity for that Licensed Item, in which case this General EULA will be entered into between you and that identified contracting entity in relation to your use of that particular Licensed Item (the relevant contracting entity being “we”, “our” and “us”).
You must only use the Licensed Items:
· if you agree to this General EULA;
· if you can lawfully enter into this General EULA with us in accordance with applicable laws and regulations; and
· if applicable laws and regulations permit you to use the Licensed Items where you are when you use them.
You must comply with this General EULA in your use of the Licensed Items and only use the Licensed Items as permitted by applicable laws and regulations, wherever you are when you use them. Please review this General EULA and our policies and instructions to understand how you can and cannot use the Licensed Items.
If you are under the age of 13, you must not use any Licensed Items. If you are between the ages of 13 and 18, your parent or guardian must agree to this General EULA (both for themselves and on your behalf) before you can use any Licensed Items.
If you are using any Licensed Items on behalf of a company, partnership, association, government or other organisation (your “Organisation”), you warrant that you are authorised to do so and that you are authorised to bind your Organisation to this General EULA and in such circumstances “you” will include your Organisation.
We may translate this General EULA into multiple languages, and in the event there is any difference between the Chinese version and any other language version of this General EULA, the English version will apply to the extent of the difference and to the extent permitted by applicable laws and regulations.
ITEM SPECIFIC TERMS
In addition to this General EULA, certain Licensed Items may have specific terms and conditions and policies applicable to their use (“Item Specific Terms”). These Item Specific Terms, which are incorporated by reference into this General EULA, may include terms and conditions relating to:
· the specific manner in which the Licensed Item is to be accessed, downloaded, installed or used;
· payment method and terms;
· any time limit on your use of the Licensed Item;
· any geographic limit on your use of the Licensed Item;
· any specific restrictions on your access and/or use of the Licensed Item, including third party terms and conditions relating to Software, Content or other intellectual property rights which may form part of the Licensed Item; and/or
· any digital rights management measures applicable to the Licensed Item.
TERMS OF SERVICE AND THIS GENERAL EULA
Where there is any difference between the Terms of Service and this General EULA, this General EULA will apply, except in relation to the following sections of the Terms of Service:
· “Changes to these Terms and our services”;
· “Warranty and disclaimer”; and
· “Liability for our services”.
However, to the extent that any country-specific terms differ from this General EULA or any additional terms or policies, the relevant country-specific terms will apply, regardless of which section of this General EULA is in question.
CHANGES TO THIS GENERAL EULA
We may make changes to this General EULA over time, so please come back and review it.
In addition, we may from time to time (and to the extent permitted by applicable laws and regulations) add, change or remove features from the Licensed Items (including in relation to whether or not any particular Licensed Item is free of charge or not), or suspend or terminate use of the Licensed Item altogether.
By continuing to use the Licensed Item after we make any changes to this General EULA or the Licensed Item, with or without notice from us, you are agreeing to be bound by the revised General EULA.
LICENCE TO USE THE LICENSED ITEMS
The Licensed Items are property belonging to us and our licensors. They are protected by copyright laws and other intellectual property rights laws worldwide. Except as expressly provided in this General EULA, you have no right to use our intellectual property rights. In particular, you have no right to use our trade marks or product names (for example, “Tencent” or “QQ”), logos, domain names or other distinctive brand features without our prior written consent. Any comments or suggestions you may provide regarding the Licensed Items are entirely voluntary and we will be free to use these comments and suggestions at our discretion without any payment or other obligation to you.
Subject to the terms of this General EULA, we grant you a limited, personal, non-exclusive, non-sublicensable, non-transferrable (except as provided below) and revocable licence, under which you may:
· use one copy of the Software in object code format only on a single device for your use in accordance with the Documentation, this General EULA and the Terms of Service, provided that where the Documentation expressly states that you may use more than one copy of the Software and/or use the Software on more than one device, you may do so in accordance with the Documentation;
· make one copy of the Software in object code format for back-up or archival purposes only; and
· use the Services for your relevant Software (if any), subject to the “Services Licence” section below.
Where Services are made available as part of your use of Software under this General EULA, we grant you a limited, personal, non-exclusive, non-sublicensable, non-transferrable and revocable licence to use the Services in accordance with the Documentation and this General EULA (including the Terms of Service).
You may be able to create certain content within the Services, such as gameplay videos or additional game characters. Such content is part of Your Content (as defined in the Terms of Service), and is subject to the “Your Content” section of the Terms of Service.
Any account you create and maintain in order to use the Services is subject to the “Your Account” section of the Terms of Service.
Under the terms of this General EULA we grant you a limited, personal, non-exclusive, non-sublicensable, revocable right to access and use the Content through the means provided in the Software or the relevant service for your use.
Restrictions on your use of the Licensed Items
You may not, nor may you permit any other person to:
· use the Licensed Items in any manner or for any purpose which breaches the Terms of Service (including this General EULA and the Acceptable Use Policy) or contravenes any applicable laws and regulations;
· use the Licensed Items to gain unauthorised access to any system, account or data;
· sub-license, rent, lease or sell the Licensed Items;
· directly or indirectly charge others for use or access to the Licensed Items;
· directly or indirectly suggest our support or endorsement of any product, service or content (including any personal web site);
· transmit unauthorised communications through use of the Licensed Items, including junk mail or spam;
· make the Licensed Items publicly available or available on any network for copying, download or use by any person or persons;
· remove, obscure or modify any copyright, trade mark or other proprietary rights notice, marks or indications found in or on the Licensed Items;
· misrepresent the source or ownership of the Licensed Items;
· reverse engineer, decompile or disassemble the Licensed Items or otherwise discover the source code of the Licensed Items, or attempt to do any of the foregoing (to the extent that under applicable laws and regulations in your jurisdiction you have any right to access source codes for the purpose of integrating the Software with the operation of any other software, you will seek to obtain such source codes from us prior to exercising your right to access the source codes);
· copy, reproduce, adapt, modify, translate or create derivate works from the Licensed Items, lend, hire, rent, perform, sub-license, make available to the public, broadcast, distribute, transmit or otherwise use any Licensed Item in whole or in part in any manner not expressly permitted by this General EULA, or attempt to do any of the foregoing;
· attempt to disrupt or interfere with the Licensed Items including manipulating the legitimate operation of the Licensed Items;
· use cheats, exploits, automation software or any unauthorised third party software designed to modify or interfere with the Licensed Items;
· disrupt or overburden any computer or server used to offer or support the Licensed Items, or other users’ use of the Licensed Items; or
· develop any plug-ins, external components, compatibles or interconnection elements or other technology that inter-operate with the Licensed Items, except where we expressly permit you to do so via our Software (and where this is the case, your use of such Software may be subject to additional terms and conditions as notified by us to you).
Please note that there may be technological measures in the Licensed Items that are designed to prevent unlicensed or unauthorised use of the Licensed Items or use of the Licensed Items in breach of Terms or this General EULA. You agree that we may use these measures and that you will not seek to disable or circumvent them in any way.
Installation and use
You must ensure that your device meets the requirements for installing and using the Licensed Items set out in the Documentation, including any requirements as to operating system and compatibility.
During installation, the Licensed Items may uninstall or disable other software running on your device. Depending on the Licensed Item, you may be required to activate the Licensed Item or certain functionality in it in the manner described in the applicable Documentation. If you do not comply with the installation instructions, you may not be able to use the Licensed Item or certain functionality may not be available to you.
Your use of the Licensed Item may require an internet connection in order to authenticate the Licensed Item or perform other functions. In order for the functionality and/or performance expected of the Licensed Item to be achieved, you may be required to obtain and maintain an adequate internet connection.
Updates and changes to the Licensed Items
We may, in our discretion, distribute corrections, updates, upgrades and new versions of the Licensed Items (each, an “Update”). You agree to receive and permit us to deliver Updates to your device, and you acknowledge that, if you do not accept and install the Update, the Licensed Item may no longer operate with the full functionality or performance described in the Documentation or operate at all.
We reserve the right, in our discretion, to change or limit the functionality and performance of the Licensed Item, including withdrawing support or access to the Licensed Item, and to prevent the use of any Licensed Item in relation to which all available Updates have not been installed.
Warranty, disclaimer and liability
Please refer to the “Warranty and disclaimer” and “Liability for our services” sections of the Terms of Service that will apply to this General EULA.
We may in our discretion provide technical support for the Licensed Items (whether for free or for a fee). We provide technical support without any guaranty or warranty of any kind and subject always to the terms under the “Warranty and disclaimer” and “Liability for our services” sections of the Terms of Service.
PAYMENTS, Fees and charges
You may from time to time make payments to us or other third parties in relation to the Licensed Items, such as in relation to certain virtual goods (as described in the “Virtual goods” section below) or for your licence to use the relevant Licensed Item. You agree that all such payments from you are subject to, and you will comply with, all terms and conditions of the relevant payment service (whether that payment service provider is us or a third party), in addition to any other relevant terms of this General EULA and the Terms of Service. We bear no responsibility for any transactions processed by, or any payments made to, a third party, whether or not in connection with the relevant Licensed Item. You agree that you are solely responsible for all fees and taxes associated with any Licensed Items, and that pricing and availability of all Licensed Items are subject to change at any time.
You agree that any payments you make to us in exchange for your use of any Licensed Items (for example, for the grant of a licence to use any virtual goods or Content) is final and non-refundable, except where otherwise specified by us for a particular Licensed Item or as specified under the “Term, suspension and termination” section below. SUBJECT TO MANDATORY APPLICABLE LAWS AND REGULATIONS OR AS OTHERWISE SPECIFIED BY US FOR A PARTICULAR LICENSED ITEM, IN NO CIRCUMSTANCES WILL WE BE REQUIRED TO PROVIDE A REFUND FOR ANY PAYMENTS MADE BY YOU TO US IN RELATION TO ANY LICENSED ITEM (WHETHER USED OR UNUSED).
In addition, you agree that the relevant Item Specific Terms may specify further terms that are applicable to payments you make in relation to a particular Licensed Item (for instance, payment methods for specific Licensed Items), and you must comply with such further terms.
Please be aware that you may incur telecommunications charges and other fees and expenses in your use of the Licensed Items. You are responsible for paying all such charges, fees and expenses.
Some Software may include functionality which allows you to purchase and use virtual goods (for instance, additional characters or weapons within our games). We grant you a limited, personal, non-exclusive, non-sublicensable, non-transferrable, revocable licence to use such virtual goods within the Software in accordance with any requirements set out in the Documentation and in accordance with the Terms of Service. Unless otherwise specified in the Software, all virtual goods will be deemed to be an integral part of the Software and therefore be a Licensed Item. Virtual goods may be licensed to you upon payment by you of “real world money”, as applicable from time to time. Virtual goods may also be licensed to you in exchange for your payment to us or by using separate activation codes. You acknowledge that you do not own the virtual goods and the amounts of any virtual goods do not refer to any credit balance of real currency or the equivalent.
We may require you to comply with specific policies applicable to the purchase and use of virtual goods and we may change these policies from time to time. All such policies will form part of this General EULA and our Terms of Service. We may modify or eliminate virtual goods from some or all Software at any time, with or without notice. We will have no liability to you in the event that we exercise these rights.
Third party software, content and services
Please refer to the “Third party content and services” section in the Terms of Service. In addition to that section, please note that we are not responsible for and we do not endorse, support or guarantee the quality, reliability or suitability of any content, software, plug-ins, tools or data supplied by third parties for use in connection with the Licensed Items. Any reliance on or use of such content, software, tools, plug-ins or data is at your own risk. You must comply with any additional terms and conditions applicable to any third party content, software, tools, plug-ins and data.
OPEN SOURCE SOFTWARE
Some Licensed Items may contain software that are subject to “open source” licences (the “Open Source Software”). Where we use such Open Source Software, please note that:
· there may be provisions in the Open Source Software's licence that expressly override the Terms of Service (including this EULA), in which case such provisions shall prevail to the extent of any conflict with the Terms of Service; and
· we will credit the relevant Open Source Software used in the Licensed Item within an Appendix to this EULA and/or the relevant Licensed Item.
You acknowledge and agree that the Licensed Items may from time to time be subject to the import and export laws of the United States of America, specifically the U.S. Export Administration Regulations (“EAR”), and the laws of any country where Licensed Items are imported or re-exported. You agree to comply with all relevant laws relating to the import, export and re-export of the Licensed Items and, in particular, will not export any Licensed Items in contravention of EAR nor will you export any Licensed Items to any prohibited country, entity, or person for which an export licence or other governmental approval is required unless and until the licence or other governmental approval has been obtained.
Term, suspension and termination
The licence granted to you under this General EULA will commence on the earlier of the date that you: (i) accept the terms and conditions of the General EULA; or (ii) download, copy, install, access or use any Licensed Items. The licence will expire with respect to each Licensed Item on the date upon which you dispose of the Licensed Item or the termination date, if terminated by us, as set out below.
We may suspend your access to or use of any Licensed Item or terminate this General EULA if: (i) we reasonably believe that you have breached any term or condition of this General EULA or the Terms of Service; (ii) your use of the Licensed Items creates risk for us or for other users, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation; (iii) you fail to use the Licensed Items for a prolonged period; (iv) you attempt to circumvent the technical protection measures for the Licensed Items; (v) where we cease to support that Licensed Item; or (vi) for any other reason. Where you have paid any subscription fee in relation to a Licensed Item and we terminate this General EULA in relation to that Licensed Item under paragraphs (v) or (vi) in circumstances not due to any act or omission or breach of the Terms of Service by you or not due to any applicable laws or regulations, we will refund a pro-rata proportion of any subscription fees already paid by you at the time of termination. Where reasonably practicable, we will give you notice of any suspension or termination.
Suspension or termination of your licence to the relevant Licensed Item or this General EULA will not limit any of our rights or remedies at law or in equity.
Upon expiry or termination of this General EULA (in whole or in respect of any particular Licensed Item), you will immediately permanently delete all copies of the Licensed Item to which the expiry or termination relates and you will immediately cease accessing and using any Software and Services relating to that Licensed Item.
Please note that Licensed Items may be automatically deleted from your device, or otherwise made unavailable to you, once the time period for which the Licensed Item is available to you has expired.
Retention and back-up of your data
We do not guarantee that we will be able to return any data, information, media or other content submitted, uploaded, transmitted or displayed by you using the Licensed Items back to you following suspension or termination of this General EULA or after you cease using the Licensed Items. We may permanently delete such data, information, media or other content without notice to you at any time after termination. Please ensure that you regularly back up data, information, media and other content.
YOUR STATUTORY RIGHTS
Nothing in this General EULA is intended to replace or supersede your rights under any mandatory applicable laws and regulations, and such mandatory rights of yours will apply to the extent they are inconsistent with any terms in this General EULA.