End User License Agreement

Carbon & Kay LLC

Last Updated: July 26, 2023

Welcome to Carbon & Kay! This End-User License Agreement (“EULA”) governs your use of our game, Little-Known Galaxy, (the “Game”).

The Game is a copyrighted work belonging to Carbon & Kay LLC (“Carbon & Kay”, “us”, “our”, and “we”). This EULA sets forth the legally binding terms and conditions that govern your use of the Game (the “Terms”).

These Terms require the use of arbitration (Section 9.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

1.               Access to the Game.

1.1            Acknowledgment. By downloading, installing, playing, or otherwise accessing the Game, you acknowledge that you have read and understand these Terms, you accept this agreement, and you agree that you are legally bound by its terms. If you do not agree to these Terms, you may not download, install, or access the Game.

1.2            License. Subject to this EULA, Carbon & Kay grants you a limited, non-transferable, non-exclusive, revocable, limited license to download and install the Game for your personal, non-commercial use.

1.3            Restrictions on Use. The rights granted to you in this EULA are subject to the following restrictions: (a) you will not license, sell, distribute, or otherwise commercially exploit the Game; (b) you will not modify, adapt, make derivative works of, disassemble, or otherwise alter the source code of any part of the Game for commercial purposes; (c) you will not access the Game in order to build a competitive product, game or service; (d) except as expressly stated in this EULA, no part of the Game may be copied, reproduced, or transmitted in any form for commercial gain; and (e) you will not remove, disable, circumvent or otherwise compromise any copy protection, rights management, or security features in or protecting the Game. Unless otherwise indicated, any future release, update, or other addition to functionality of the Game will be subject to this EULA. All copyright and other proprietary notices on the Game (or on any content displayed on the Game) must be retained on all copies.

1.4            Modifications by You. As long as you are lawfully accessing the Game, you may use it to create modifications, tools, or plugins that interact with the Game (“Mods”), including new content. These Mods will be considered your original work. However, Mods are subject to some restrictions: (i) you may not incorporate any part of the Game, including its source code, into the Mod, (ii) you may not create content through the Mod that is not appropriate for the Game’s age rating (if applicable) or otherwise consistent with the content included in the Game for the intended audience of the Game, (iii) the Mod cannot include any intellectual property owned by third parties, invade anyone’s privacy or infringe on their right of publicity, include any hate speech, defamation, inappropriate or harassing content, or otherwise seek to or bring harm to any us or any third party,  and (iv) your Mod (including any applicable description) cannot be titled “Official” or otherwise imply that it was created by Carbon & Kay. You may distribute Mods you create, but you may not sell, license, or otherwise commercially exploit them. Finally, you are responsible for any liability resulting from your Mod, and you agree to indemnify Carbon & Kay from any claim arising from your creation or use of your Mod.

1.5            Modifications by Us. Carbon & Kay reserves the right, at any time, to modify, suspend access to, or discontinue support of the Game (in whole or in part) with or without notice to you. You agree that Carbon & Kay will not be liable to you or to any third party for any such modification, suspension of access, or discontinuation of support, including any combination or permutation of the same, including any such impact on Mods.

1.6            No Support or Maintenance. You acknowledge and agree that Carbon & Kay will have no obligation to provide you with any support or maintenance in connection with the Game, including any Mods.

1.7            Ownership. You acknowledge and agree that the Game is provided under license, and not sold, to you. You do not acquire any ownership interest in the Game under this EULA, or any other rights other than to use the Game in accordance with this EULA. Carbon & Kay and its licensors and service providers reserve and retain their entire right, title, and interest in and to the Game, including all copyrights, trademarks, and other related intellectual property rights, except as expressly granted to you in this EULA. Neither this EULA (nor your access to the Game) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.2. Carbon & Kay and its suppliers reserve all rights not granted in this EULA. There are no implied licenses granted under these Terms.

1.8            Sharing the Game IP. Nothing in this EULA should be interpreted as limiting your ability to create fan art, videos, or live streams based on the Game or its characters, world, and other unique characteristics (“Fan Content”). You may share or distribute Fan Content, as long as it is age appropriate based on the Game’s rating (or the Game’s content if it is not yet rated). Carbon & Kay reserves the right to require that you remove Fan Content that is offensive, in Carbon & Kay’s sole discretion. You are responsible for any liability resulting from your Fan Content, and you agree to indemnify Carbon & Kay from any claim arising from your creation or use of your Fan Content.

2.               Device Requirements. The Game may require certain minimum system or device requirements and/or only be accessible via third-party application marketplaces where the application can be downloaded.

3.               Updates. Carbon & Kay may from time to time in its sole discretion develop and provide Game updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Carbon & Kay has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality or preserve their original forms.

You agree to promptly download and install all Updates and acknowledge and agree that the Game or portions of it may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Game and be subject to all terms and conditions of this EULA.

4.               Indemnification. You agree to indemnify and hold Carbon & Kay (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Game, (b) your violation of this EULA, or (c) your violation of applicable laws or regulations. Carbon & Kay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Carbon & Kay. Carbon & Kay will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5.               Release. You hereby release and discharge Carbon & Kay (and our officers, employees, agents, successors, and assigns) from all disputes, claims, controversies, demand, right, obligation, liability, action and cause of action of every kind and nature that relates in any way to the Game (including any interactions with, or act or omission of, other Game users or any Third-Party Materials). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

6.               Disclaimers. THE GAME IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CARBON & KAY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE GAME, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, CARBON & KAY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE GAME WILL MEET YOUR REQUIREMENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7.               Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARBON & KAY HAVE ANY LIABILITY, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE GAME.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8.               Term and Termination. Subject to this Section, this EULA will remain in full force and effect while you use the Game. We may suspend or terminate your rights to use the Game at any time for any reason at our sole discretion, including for any use of the Game in violation of this EULA. Upon termination of your rights under these EULA and right to access and use the Game will terminate immediately. Carbon & Kay will not have any liability whatsoever to you for any termination of your rights under this EULA. Even after your rights under this EULA are terminated, the provisions of this EULA which by their nature should survive the termination of this agreement, will survive it, including without limitation: Sections 1.3, 1.7, 1.8, and 4 through 9.

9.               General

9.1            Changes. This EULA is subject to occasional revision, and if we make any substantial changes, we will notify you by prominently posting notice of the changes on the storefront where the Game can be purchased, such as the Game’s page on the Steam Store. That prominent posting of notice of changes on the Game will be considered effective notice of such changes. Any changes to this EULA will be effective thirty (30) calendar days following our posting of notice of the changes. These changes will be effective immediately for new users of our Game. Continued use of our Game following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

9.2            Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, may be determined only by confidential arbitration in the State of Washington. The arbitration will be administered pursuant to JAMS Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause does not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

9.3            Export. The Game may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Carbon & Kay, or any products utilizing such data, in violation of the United States export laws or regulations.

9.4            Disclosures. Carbon & Kay is located at the address in Section 9.12. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

9.5            Electronic Communications. The communications between you and Carbon & Kay use electronic means, whether you use the Game or send us emails, or whether Carbon & Kay posts notices on the Game or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Carbon & Kay in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Carbon & Kay provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

9.6            Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

9.7            Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule.

9.8            Limitation of Time for Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE GAME MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.

9.9            Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power provided by this EULA will operate as a waiver of said right or power, nor will any single or partial exercise of any right or power preclude further exercise of that or any other right. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement will govern.

9.10         Entire Terms. The EULA constitutes the entire agreement between you and us regarding the use of the Game. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Carbon & Kay’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Carbon & Kay may freely assign these Terms. The terms and conditions set forth in these Terms will be binding upon assignees.

9.11         Copyright/Trademark Information. Copyright © 2023 Carbon & Kay LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Game are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

9.12         Contact Information:

Carbon & Kay LLC
4742 42nd Avenue SW, #524
Seattle, WA 98116
contact@carbonandkay.com