SUPPLEMENTAL TERMS OF SERVICE FOR

SUCK UP!

Last Updated: December 05, 2023

 

YOU SHOULD CAREFULLY READ THE ENTIRE FOLLOWING SUPPLEMENTAL TERMS OF SERVICE FOR SUCK UP! (THE “GAME SUPPLEMENTAL TERMS”) AND ANY RELATED SOFTWARE BEFORE DOWNLOADING, INSTALLING, USING OR PLAYING THE GAME. THIS AGREEMENT CONTAINS IMPORTANT TERMS THAT AFFECT YOU LEGAL RIGHTS. BY DOWNLOADING, INSTALLING, USING OR PLAYING ANY ASPECT OF THE GAME, YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, PLEASE DO NOT (AND YOU ARE NOT PERMITTED TO) DOWNLOAD, INSTALL, USE OR PLAY ANY ASPECT OF THE GAME.

 

BY DOWNLOADING, INSTALLING, USING OR PLAYING THE GAME YOU CONFIRM THAT YOU HAVE READ THESE GAME SUPPLEMENTAL TERMS, THE PROXIMA TERMS OF SERVICE (AVAILABLE AT: HTTPS://WWW.PROXIMA.GG/TERMS AND THE PROXIMA PRIVACY POLICY (COLLECTIVELY, THIS “AGREEMENT”) AND THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT PROXIMA WILL PROCESS YOU PERSONAL DATA IN ACCORDANCE WITH THE PROXIMA PRIVACY POLICY (AVAILABLE AT HTTPS://WWW.PROXIMA.GG/PRIVACY-POLICY).

 

This Agreement is between You and Proxima Enterprises Inc. (“Proxima”, “we”, “us”, ”our”).

 

You” and “Your” mean you and, if you are a minor, also your parent or guardian.

 

IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, OR YOU HAVE NOT READ AND UNDERSTOOD THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE GAME.

 

PHOTOSENSITIVITY WARNING: A very small percentage of individuals may experience epileptic seizures or blackouts when exposed to certain visual images, including without limitation light patterns or flashing lights. If You experience any of the following symptoms while playing the Game, immediately discontinue use and consult Your physician before resuming play: blackouts, seizures, dizziness, altered vision, eye or muscle twitches, jerking or shaking of arms or legs, loss of awareness, disorientation, confusion, any involuntary movement, or convulsions.

 

The Proxima Terms of Service (available at HTTPS://WWW.PROXIMA.GG/TERMS contain a section on Dispute Resolution, Binding Arbitration, and Class Action Waiver (the “Disputes Provision”) that affects Your rights under the Proxima Terms of Service and this Game Supplemental Terms with respect to disputes You may have with Proxima. That Disputes Provision is incorporated into this Game Supplemental Terms by reference and forms a part of this Game Supplemental Terms as if such provision was fully restated in this Game Supplemental Terms. You may opt out of the binding individual arbitration and class action waiver as provided in the Proxima Terms of Service.

 

Any and all uses of the Game are governed by the terms of this Agreement and the Proxima Terms of Service. To play the Game, You must (a) obtain from Proxima access to the Game; (b) register an account with Proxima as described in the Proxima Terms of Service; and (c) access the Game (as defined below). The Proxima Terms of Service are hereby incorporated into and form a part of this Game Supplemental Terms by this reference as if such provisions were fully restated in this Agreement.

 

The Game Supplemental Terms constitute “Supplemental Terms” as contemplated by the Proxima Terms of Service. The Game is made available and distributed solely for use by authorized end users according to the terms of this Agreement, including the Proxima Terms of Service. Any use, reproduction, modification or distribution of the Game not expressly authorized by the terms of this Agreement is expressly prohibited. You agree that the Game, other Game related software, Content (as defined in the Proxima Terms of Service) specific to the Game and Your access to and use of the Game are all a “Service” for the purposes of this Agreement, including the Proxima Terms of Service. Any rights not granted to You in this Agreement are reserved by Proxima.

 

You have previously acknowledged that Proxima may process Your personal data in accordance with the Proxima Privacy Policy which is available at https://www.proxima.gg/privacy-policy.

 

The Proxima Privacy Policy is incorporated into this Game Supplemental Terms by reference and forms a part of this Game Supplemental Terms as if such provisions were fully restated in this Game Supplemental Terms. All personal information collected and processed by Proxima in connection with this Game Supplemental Terms will be collected and processed in accordance with the Proxima Privacy Policy.

 

YOU SHOULD PRINT A COPY OF THIS GAME SUPPLEMENTAL TERMS, THE PROXIMA TERMS OF SERVICE, THE PRIVACY POLICY AND THE CODE OF CONDUCT FOR YOUR RECORDS AND FOR FUTURE REFERENCE.

 

All software programs and any and all files that are delivered to You or made available to You by Proxima, including any “patcher”, and any updates and modifications to such software programs, and any and all copies and derivative works of such software programs (the “Game”) is the copyrighted work of Proxima and its affiliates. The Game is licensed and not sold to you.

 

1.            LIMITED LICENSE; RESTRICTIONS AND OWNERSHIP

If You agree to this Agreement, You may access the Game for the sole purpose of playing the Game by registering for and accessing an account with the Service (the “Account”). Additional terms applicable to Your Account are set forth in the Proxima Terms of Service. Subject to Your compliance with all the terms and conditions in this Agreement, Proxima hereby grants, and You hereby accept, a limited, non-transferable, non-exclusive license (a) to access the Game on one or more computers or devices owned by You or under Your legitimate control, (b) to use the Game solely as part of the Service for Your non-commercial entertainment purposes only, and (c) to use of one or  digital units of exchange native to a blockchain platform in connection with an artificial intellectual model (each a “Token” and collectively the “Tokens”) such as, without limitation, GPT 3.5 and Llama 2, which are required to run the artificial intelligence models underlying the Service.

 

Proxima will initially grant You 1,000 Tokens (the “Initial Tokens”) in connection with Your purchase of the Game.  As of the date first written above, Proxima anticipates that the Initial Tokens will provide You with approximately 40-50 hours of gameplay, however, the total hours will vary based on factors including, without limitation, how You play, access, and use the Game, changes to the pricing of Tokens, and Updates (as defined below) made to the Game.

 

If your Initial Tokens are exhausted, You may purchase additional Tokens (“Additional Tokens”) at the then-current price for Tokens as determined in the sole and absolute discretion of Proxima. Proxima may, from time to time and in its sole discretion, grant complimentary Additional Tokens to You as a gesture of goodwill or in connection with promotions or other reasons in Proxima’s sole and absolute discretion.

 

Regardless of the method by which You obtain a Token and subject only to the Statutory Obligations (as defined in Section 1 of the Proxima Terms of Service), a Token has no value outside of the Service, and is not transferable to any other person, or returnable, exchangeable, or refundable for money, goods, or services, or redeemable for any value from Proxima or any other person at any time. Proxima prohibits, and does not recognize any purported, transfers, sales, gifts, or trades of Tokens. You agree not to sell or transfer, or assist others in selling or transferring, Tokens or any amounts or derivate amounts thereof. Evidence of any attempt to use, sell or transfer Tokens in any manner that violates the Agreement may result in revocation, termination, or cancellation of the Token and/or Your access to or receipt, play or use of the Services without refund and/or immediate suspension or termination of Your Account. By purchasing or otherwise obtaining Tokens, You acknowledge and agree that all Tokens represent a limited, non-exclusive, non-transferable license for Your personal, private, non-commercial use of Services governed by these Game Supplemental Terms. Because it is a license, a Token is not property in which You have any ownership right, title, or other interest. Any Token balance does not constitute any monetary value.

 

Proxima reserves the right to change the price for any Tokens or to bundle Tokens in any amount with other Services or access to other Services at any time and without providing notice to You. You will have no right to a price adjustment or other refund as a result of any change in the price or bundling at which Additional Tokens can be obtained, subject only to the Statutory Obligations.

 

Subject to the Statutory Obligations, this Agreement does not give You any right to obtain reissues or replacements of the Game at any time and Proxima is not obliged to supply software updates, upgrades, or expansions for the Game, or even to operate or continue to support the Game for an indefinite period.

 

As further described in the Proxima Terms of Service, but subject to the Statutory Obligations, Proxima may change, modify, suspend, or discontinue any aspect of the Game at any time and Proxima may also impose limits on certain features or restrict Your access to parts or all of the Game without notice or liability.

 

In all cases, the licenses granted to You in this Agreement will terminate upon the earlier of termination of this Agreement or termination of Your Account with Proxima.

 

The Proxima Terms of Service include terms and conditions applicable to UGC (as defined in the Proxima Terms of Service), downloadable Content (as defined in the Proxima Terms of Service) and other Content (as defined in the Proxima Terms of Service) and You agree to comply with such terms and conditions.

 

2              SOFTWARE UPDATES AND ANTI-CHEATING AND SECURITY TOOLS

Proxima may deploy or provide patches, updates, improvements, upgrades and modifications to the Game (“Updates”) that may require You install in the manner described by Proxima in its discretion before You may continue to play the Game. All such Updates are part of the Game for purposes of this Agreement, the licenses granted to You and the License Limitations set forth in this Agreement. The terms of this Agreement will govern any Updates provided by Proxima that replace and/or supplement the original Game, unless such Updates is accompanied by a separate license agreement in which case the terms of that license agreement will govern.

 

PROXIMA MAY IMPLEMENT TOOLS AND SOFTWARE (“ANTI-CHEAT TOOLS”) DESIGNED TO DETECT AND PREVENT CHEATING AND FRAUD; THESE TECHNOLOGIES MAY SCAN ANY COMPUTER OR DEVICE FROM WHICH YOU DOWNLOAD OR PLAY THE GAME TO DETECT OR IDENTIFY ANY PROGRAMS OR PROCESSES DESIGNED TO "CHEAT," GAIN AN UNFAIR ADVANTAGE IN THE GAME OR OTHERWISE CIRCUMVENT ANY SECURITY, ANTI-CHEAT OR FRAUD DETECTION PROCESSES OR TOOLS WE HAVE IMPLEMENTED (“CHEAT PROGRAMS”). BY USING OR DOWNLOADING THE GAME OR ACCEPTING THIS AGREEMENT, You ACKNOWLEDGE AND EXPRESSLY AGREE TO THE ACCESS TO YOUR COMPUTER OR DEVICE BY THESE ANTI-CHEAT TOOLS TO IDENTIFY OR DETECT CHEAT PROGRAMS.

 

3.            LIMITATIONS AND RESTRICTIONS

The Game is a Service offered by Proxima and is only playable online. A persistent Internet connection (which is not supplied by Proxima) is required to play the Game. The Game Client alone without a persistent Internet connection does not give You the right or ability to play the Game. You are responsible for all costs and expenses associated with acquiring any hardware, software (e.g., Internet browsers) or other products or services required to play the Game.

 

In addition to the restrictions, conditions and limitations set forth in the Proxima Terms of Service, the license granted to You in this Game Supplemental Terms is subject to the conditions, restrictions and limitations set forth in Section 1 and this Section 3 of this Game Supplemental Terms (collectively, the “License Limitations”). Any use of the Game in violation of the License Limitations will be regarded as an infringement of Proxima's copyrights in and to the Game and will be a breach of this Agreement. You agree that You will not and will not assist any other person, under any circumstances, to:

A.           in whole or in part, distribute, publicly perform or display, sell, transmit, publish, edit, reproduce, sublicense, rent, lease, loan or otherwise transfer the Game or Content, including without limitation any access keys;

B.            in whole or in part, modify, adapt, translate, reverse engineer, attempt to derive source code from, modify, disassemble, decompile, or create derivative works based on the Game;

C.            remove any proprietary notices or labels on the Game; or attempt in any manner to circumvent any security measures designed to control access to the Game or any part thereof;

D.            use cheats, automation software (bots), hacks, mods or any other unauthorized third-party software designed to modify the Game or adversely impact any other persons playing of the Game or his, her or their experience of playing the Game;

E.            exploit the Game or any of its parts for any commercial purpose (including without limitation renting, leasing or licensing the Game to others);

F.            use any unauthorized third-party software that intercepts, “mines”, or otherwise collects information from or through the Game or the Service, including without limitation any software that reads areas of RAM used by the Game to store information about a character or the game environment; provided, however, that Proxima may, at its sole and absolute discretion, allow the use of certain third party user interfaces and other third party software;

G.            modify or cause to be modified any files in any way not expressly authorized by Proxima;

H.            host, provide, intercept, emulate or redirect the communication protocols used by Proxima in any way, for any purpose;

I.            facilitate, create or maintain any unauthorized connection to the Game or the Service, including without limitation (a) any connection to any unauthorized server that emulates, or attempts to emulate, the Service; and (b) any connection using programs or tools not expressly approved by Proxima;

J.            take any action or upload, post, transmit, promote, or distribute any illegal content;

K.            take any action or upload, post, transmit, promote, or distribute any content that infringes or violates any third party rights;

L.            engage in, take any action associated with, or participate in any type of child solicitation, grooming behavior, pedophilia, or predatory behavior in any form;

M.          harass, stalk, threaten, embarrass, spam or do anything else to another user of the Game that is unwanted;

N.            take any action or upload, post, transmit, distribute, or communicate Your or any person's real-world personal information;

O.            impersonate any person or entity, including, but not limited to, Proxima, Proxima's partners' or affiliates' employees, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

P.            take any action, organize, transmit any content, effectuate or participate in any activity, group, or guild that is harmful, tortuous, abusive, hateful (including "hate speech"), racially, ethnically, religiously or otherwise offensive, obscene, threatening, bullying, vulgar, sexually explicit, defamatory, libelous, infringing, invasive of personal privacy or publicity rights, encourages conduct that would violate a law or is, in a reasonable person's view, objectionable and/or deemed to be in the sole discretion of Proxima inappropriate;

Q.            promote, upload, transmit, encourage or take part in any activity involving hacking, cracking, phishing, taking advantage of exploits or cheats and/or distribution of counterfeit software and/or virtual items. In an effort to continuously improve the Game, You and other users/players discovering exploits, cheats, cracks or other inconsistencies are required to report them to Proxima; or

R.            take any action or upload, post, transmit, promote, or distribute any content that may contain a Trojan horse, virus, worm, spyware, time bombs, cancelbots, corrupted data or other computer programs that You do not own or have permission to freely distribute that may damage, interfere with, intercept, expropriate or disrupt the Game.

 

Any attempt to do any of the foregoing is a breach of this Agreement and may be a violation of intellectual property rights in the Game. If You breach these restrictions, You may be subject to prosecution and damages. The Game is licensed, not sold. Your license confers no title or ownership in the Game or copies thereof.

 

4.            OWNERSHIP OF THE GAME. Proxima and its licensors are and will continue to be the owner of all right, title, and interest in and to the Game and the Service, including without limitation all intellectual property rights and moral rights in and to the Game and all copies thereof (including without limitation any titles, software programs and code, Game related themes, characters, character names, character likenesses, stories, dialog, catch phrases, locations, concepts, artwork, character inventories, structural, landscape and other designs in the Game, animations, sounds, musical compositions and recordings, audio-visual effects, storylines, methods of operation, and any related documentation). You shall take no action inconsistent with such title or ownership. The Game is protected by the copyright laws of the United States, international treaties and conventions, and other laws. The Game may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of this Agreement. You acknowledge and agree that You have no interest, monetary or otherwise, in any feature or Content contained in the Game. This paragraph will survive the termination of this Agreement.

 

5              COLLECTION AND PROCESSING OF PERSONAL DATA

Proxima will process Your personal data about You in accordance with the Proxima Privacy Policy (available at: https://www.proxima.gg/privacy-policy) and we may also use cookies, web beacons and other analytic technologies (together “cookies” herein) and similar mechanisms– including those provided by third parties – to collect, store and transmit information related to You usage of the Service in order to operate, improve and optimize the Service and our other products, to analyze usage, and to personalize Your experiences using the Service. You expressly acknowledge that You have read and understood the Proxima Privacy Policy (available at: https://www.proxima.gg/privacy-policy) which explains how we may collect, use, disclose and otherwise process data about You (including personal data).

 

Through Your use of the Service, Proxima may collect messages and Content (as defined in the Proxima Terms of Service) that You send and receive through the Service (“User Communications”). We may use User Communications for research and development purposes, including to analyze and improve the Service and our business.  As part of these activities, we may create aggregated, de-identified and/or otherwise anonymized data from the User Communications by removing information and/or assigning anonymizing identification numbers to avoid making the data personally identifiable to You (collectively, “Anonymized Data”) and we will not attempt to re-identify such Anonymized Data. We may use this Anonymized Data, publish such Anonymized Data, make such Anonymized Data generally available, or share such Anonymized Data with third parties for our lawful business purposes, including without limitation to analyze and improve the Service and promote our business.

 

Proxima reserves the right to disclose any information Proxima deems necessary to (i) ensure Your compliance with this Agreement; (ii) satisfy any applicable law, regulation or legal process; and (iii) protect the rights, property and interests of Proxima, its employees, other users of the Game or the public.

 

6.            MONITORING AND UPDATES.

As further described in the Proxima Terms of Service, Proxima may update the Game remotely and You hereby grant to Proxima Your consent to deploy and apply such Updates.

 

You understand and agree that (a) any and all Game related character data is stored and is resident on Proxima computers and servers and (b) any and all communications that You make within the Game traverse through Proxima computers and servers and may or may not be monitored by Proxima or Proxima's agents. You expressly consent to such monitoring of such communications that You send and receive. The Proxima Terms of Service and the Proxima Privacy Policy include further terms and conditions applicable to the accessing, monitoring and recording of activities and communications on and relating to the Service, including but not limited to when Proxima may report incidents to law enforcement and other authorities. All personal data collected and processed by Proxima as part of the activities set out in this clause 6 will be collected and processed in accordance with the Proxima Privacy Policy and the terms of the Agreement.

 

7.            TERMINATION

This Game Supplemental Terms starts at the time You accept this Game Supplemental Terms and it will remain effective until terminated. You may terminate this Game Supplemental Terms at any time. Subject to the Statutory Obligations, Proxima may terminate this Game Supplemental Terms at any time for any reason or no reason (including at such time as Proxima elects to discontinue offering the Game). Upon termination by Proxima for any reason, all licenses granted in this Agreement (including in the Proxima Terms of Service) with respect to the Game that is the subject of this Game Supplemental Terms shall immediately terminate. Termination for no reason will be communicated to You by Proxima.

 

8.            EXPORT RESTRICTIONS

The Game may not be exported, re-exported, downloaded or otherwise transferred (i) to or into (collectively, an “Export”) any country which requires an Export license or which the United States Government prohibits Exports, including any such country subject to economic sanctions or (ii) to any person or entity prohibited from receiving goods or services of U.S. origin. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list. This Section 8 will survive the termination of this Agreement.

 

9.            WARRANTY

THE PROXIMA TERMS OF SERVICE INCLUDE PROVISIONS REGARDING THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND GUARANTEES (SUBJECT TO THE STATUTORY OBLIGATIONS) AND SUCH PROVISIONS ARE INCORPORATED INTO THIS GAME SUPPLEMENTAL TERMS BY THIS REFERENCE AND FORMS A PART OF THIS GAME SUPPLEMENTAL TERMS.