UNDER THESE TERMS AND CONDITIONS FOR THE CREATION OF MODS AND THE LICENSING OF MOD TOOLS FOR MOUNT & BLADE II: BANNERLORD (THE “MOD TERMS”) TALEWORLDS ENTERTAINMENT, UNIVERSITELER MAHALLESI, IHSAN DOGRAMACI BULVARI NO: 27, 06800, ODTU TEKNOKENT, GALYUM BLOK, CANKAYA/ANKARA, TURKEY, (“TALEWORLDS”) PROVIDES A LICENSE FOR CERTAIN SOFTWARE TOOLS AND DOCUMENTATIONS (EACH A “MOD TOOL”) TO CREATE AND DEVELOP MODIFICATIONS OF THE VIDEO GAME MOUNT & BLADE II: BANNERLORD (THE “GAME”; MODIFICATIONS OF THE GAME HEREINAFTER EACH A “MOD”). ANYONE USING MOD TOOLS AND/OR CREATING AND DEVELOPING A MOD IS SUBJECT TO THESE MOD TERMS. PLEASE READ THESE MOD TERMS CAREFULLY BEFORE DOWNLOADING ANY MOD TOOL AND/OR CREATING AND DEVELOPING A MOD. BY CLICKING ON THE BUTTON TO ACCESS THE MOD TOOLS, DOWNLOADING, ACCESSING OR USING ANY MOD TOOL, OR CREATING AND DEVELOPING A MOD YOU AGREE TO BE BOUND BY THESE MOD TERMS AND YOU REPRESENT THAT (AS APPLICABLE) YOU HAVE AUTHORITY TO BIND YOURSELF OR YOUR COMPANY TO THESE MOD TERMS. TALEWORLDS MAY REVISE AND UPDATE THESE MOD TERMS AT ANY TIME WITH EFFECT FOR THE FUTURE WITHOUT NOTICE BY POSTING THE AMENDED MOD TERMS. THE AMENDED MOD TERMS WILL NOT RESTRICT ANY OF THE RIGHTS GRANTED TO YOU BY TALEWORLDS UNDER A PRIOR VERSION OF THE MOD TERMS. YOUR CONTINUED USE OF ANY MOD TOOL OR ANY MOD MEANS THAT YOU ACCEPT AND AGREE TO THE REVISED MOD TERMS.
1.Creation of Mods, Use of the Mod Tools and Restrictions
1.1 You may not use the Mod Tools and/or create and develop a Mod if you are not aged 18 years or older, or aged 14 years or older and do so with the consent of a parent or legal guardian. You may be subject to different age restrictions depending on your home country and such different age restrictions shall be applicable in case they provide a stricter level for the protection of minors.
1.2 TaleWorlds allows the creation and development of Mods and provides the Mod Tools for download and free of charge and for your private use only.
1.3 You may not (i) display, duplicate, dismantle, reverse engineer, circumvent, repurpose or otherwise attempt to discover the source code or trade secrets embodied in any part of the Mod Tools or the Game itself without TaleWorld’s prior consent; (ii) use the Mod Tools for anything else than creating and developing your Mod(s), (iii) embed or include in any manner the Mod Tools anywhere else than in your Mod(s), (iv) reproduce the Mod Tools or any parts thereof, except as required to create your Mod(s), (v) use or make available the Mod Tools or your Mod(s) in violation of any applicable law, rule or regulation, including any export/import laws, or any third party (including TaleWorlds’) rights, (vi) remove, obscure or alter any copyright notices or any name, trademark, service mark, tagline, hyperlink or other designation of TaleWorlds displayed on any display screen within the Mod Tools or the Game itself; and (vii) develop, create or make available Mod(s) that contains illegal content, including but not limited to confidential or private content, defamations of third parties, pornographic depictions of sexual violence, indecent depictions of minors, bestiality, necrophilia, etc.
2. Right to use the Mod Tools
2.1 TaleWorlds grants to you and you accept a revocable, non-perpetual, non-exclusive, limited and worldwide right and license to use the Mod Tools to create, develop and make available Mod(s). This right and license is not transferrable or assignable and you may not grant any sublicenses. You may not use any part of the Mod Tools for anything other than the creation of your Mod(s).
2.2 The use of the Mod Tool is limited to non-commercial use. Any commercial use of the Mod Tools is forbidden. Commercial use means any use, copying, sublicensing or distribution or making available to third parties, directly or indirectly of the Mod Tools for direct or indirect commercial or strategic gain, benefit, advantage or other business purpose by or on behalf of you.
2.3 Other than the right and license described in this section, TaleWorlds will retain all ownership rights, intellectual property rights, other rights, titles, and interests incorporated in or related to the Mod Tools and the Game, including all updates and upgrades thereof. You acknowledge that all goodwill associated with the Mod Tools or the Game belongs exclusively to TaleWorlds. All rights not expressly licensed by TaleWorlds under these Mod Terms are reserved.
2.4 Providing any suggestions, enhancement requests, recommendations, corrections or other feedback on the Mod Tool is strictly voluntary. If you provide such feedback to TaleWorlds, you hereby grant TaleWorlds a worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use and incorporate any feedback into the Mod Tool or the Game.
2.5 Mod Tools might contain open source libraries. You acknowledge and agree that your use of such Mod Tools therefor might be subject to additional restrictions set out in the applicable open source terms. TaleWorlds will make available such restrictions, for example by providing a .txt file that sets out the applicable open source terms. If you use the respective Mod Tools, you will comply with the applicable open source terms.
3. Right to use your Mod(s)
3.1 You may use, reproduce, publish, perform, display and distribute any Mod(s) created and developed with Mod Tools but solely as part of the Game (not on a stand-alone basis) and only on a non-commercial basis. Any copying, sublicensing or distribution or making available your Mod(s) to third parties, directly or indirectly of for a direct or indirect commercial or strategic gain, benefit, advantage or other business purpose by or on behalf of you is forbidden.
3.2 TaleWorlds does not claim any ownership or copyright of your Mod(s). TaleWorlds does not control, monitor or endorse your Mod(s).
3.3 You acknowledge and agree that TaleWorlds may independently from you or your Mod(s) create or develop and, in each case, publish in the future content for the Game that is similar or identical with content of your Mod(s). You waive any copyright or other intellectual property claims (including damage compensation claims) you may have against TaleWorlds due to such similar or identical content.
4. WARRANTIES, LIABILITIES, INDEMNIFICATION
4.1 THE MOD TOOLS ARE PROVIDED “AS IS” WITH NO GUARANTEES UNDER THESE MOD TERMS AND YOU SHALL HAVE NO WARRANTY CLAIMS AGAINST TALEWORLDS WITH RESPECT TO THE MOD TOOLS EXCEPT IN CASES OF FRAUDULENT CONCEALMENT.
4.2 TALEWORLDS SHALL ONLY BE LIABLE FOR DAMAGES CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL TALEWORLDS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOSS OF GOODWILL, IN ANY WAY RELATING TO THESE MOD TERMS OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE MOD TOOLS.
4.3 YOU ARE RESPONSIBLE FOR YOUR USE OF THE MOD TOOLS AND YOUR MOD(S). THE CONTENT OF YOUR MOD(S) EXPRESSES YOUR VIEW AS THEIR CREATOR ONLY.
4.4 YOU WARRANT AND REPRESENT THAT YOUR MOD(S) WILL (A) COMPLY WITH ALL APPLICABLE LAWS, RULES, REGULATIONS, AND ORDERS; AND (B) YOUR MOD(S) WILL NOT INFRINGE ANY THIRD PARTY’S RIGHTS AND/OR ANY APPLICABLE OPEN SOURCE TERMS.
4.5 YOU SHALL INDEMNIFY AND HOLD TALEWORLDS HARMLESS AT YOUR OWN EXPENSE FROM ANY ACTION AGAINST TALEWORLDS BROUGHT BY A THIRD PARTY TO THE EXTENT THAT SUCH ACTION IS BASED UPON A CLAIM ALLEGING THAT YOUR MOD OR YOUR USE OF THE MOD TOOLS CULPABLY INFRINGES OR MISAPPROPRIATES ANY COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT OR VIOLATES ANY THIRD PARTY RIGHTS OR APPLICABLE LAWS AND/OR YOU CULPABLY BREACH A REPRESENTATION OR WARRANTY OR OBLIGATION UNDER THESE MOD TERMS. YOU SHALL PAY THOSE COSTS AND DAMAGES FINALLY AWARDED AGAINST TALEWORLDS IN ANY SUCH ACTION THAT ARE SPECIFICALLY ATTRIBUTABLE TO SUCH CLAIM OR THOSE COSTS AND DAMAGES AGREED TO IN A MONETARY SETTLEMENT OF SUCH ACTION, AS WELL AS ANY EXPENSES REASONABLY INCURRED BY TALEWORLDS THAT ARE SPECIFICALLY ATTRIBUTABLE TO SUCH CLAIM.
5. Term and Termination of the Contractual Relationship
5.1 The contractual relationship between you and TaleWorlds under these Mod Terms and the corresponding license shall commence upon your download of any part of the Mod Tools or the creation and/or development of a Mod and shall continue in effect unless terminated as set forth herein.
5.2 Each party may terminate the license any time.
5.3 Upon any termination of the license, all of your rights hereunder shall immediately cease and you will delete your Mod Tools (including copies thereof) in your possession or control.
These Mod Terms are subject to German law, excluding conflict of law principles and the Convention on Contracts for the International Sale of Goods. Any legal proceeding shall be held before the courts of Hamburg if permissible and if you are not a consumer with habitual residence in the European Union. If you are a consumer with habitual residence in the European Union, you also can assert claims in connection with these Mod Terms, which result from mandatory consumer protection provisions applicable to you, in the member state of the European Union of your habitual residence.