Theia Studios Inc.

Welcome to Theia! These Terms of Service (these “Terms”) of Theia Studios Inc. (“Theia,” “we,” or “us”) are an agreement that describes your rights and responsibilities as a Theia user. This page explains the terms by which you may access and use our games, apps, websites and other services (collectively, the “Theia Services”). By accessing or using the Theia Services, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms whether or not you are a registered user of the Theia Services. Theia reserves the right to modify these terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access the Theia Services (“Users”). Please also review our Privacy Policy to learn about how we may collect and use your information.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 12.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 12.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 12.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

Theia is a game studio founded by experienced engineers and game industry veterans. We believe that games should be fun, strategic, community driven, rewarding, and approachable. For more information on us, you can visit our studio page. For more information about our active titles, please visit the links below.

Icons of Theia, a competitive tactical turn-based strategy game.

This is a contract between you and Theia. You must read and agree to these Terms before using the Theia Services. If you do not agree, you may not use the Theia Services. You may use the Theia Services only if you can form a binding contract with Theia, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. If you are a minor (which is under the age of 18 in most states), you may use the Theia Services only with the involvement of a parent or legal guardian and their consent and agreement to these Terms. If you are under 18, you represent and warrant that you have your parent or guardian’s permission to use the Theia Services and that your parent or guardian is agreeing to these Terms. If you are a parent or legal guardian of a User under the age of 18, by allowing your child to use the Theia Services, you are subject to these Terms and responsible for your child’s activity on the Theia Services. The Theia Services are not available to any Users previously removed from the Theia Service by Theia.

We provide game rating info on our website about age appropriateness. We also encourage you to monitor your child’s online activities, review content they are accessing and, monitor their social interactions. For more info on game ratings and content descriptors, please check your local ratings system.

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Theia Services. Theia reserves all rights not expressly granted herein in the Theia Services and the Theia Content (as defined below). Theia may terminate this license at any time for any reason or no reason.

Your account on the Theia Services (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account. You must notify Theia immediately of any breach of security or unauthorized use of your User Account. Theia will not be liable for any losses caused by any unauthorized use of your User Account.

You may control your User profile and how you interact with the Service by changing the settings through the in-app user interface. By providing Theia your email address you consent to our using the email address to send you Theia Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Theia Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by following the directions at the bottom of our email messages. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

You agree not to engage in any of the following prohibited activities:

1. copying, distributing, or disclosing any part of the Theia Services in any medium, including without limitation by any automated or non-automated “scraping”;
2. using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Theia Services in a manner that sends more request messages to the Theia servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Theia grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
3. transmitting spam, chain letters, or other unsolicited email;
4. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Theia Services;
5. taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
6. uploading invalid data, viruses, worms, or other software agents through the Theia Services;
7. collecting or harvesting any personally identifiable information, including account names, from the Theia Services;
8. using the Theia Services for any commercial solicitation purposes;
9. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
10. interfering with the proper working of the Theia Services;
11. accessing any content on the Theia Services through any technology or means other than those provided or authorized by the Theia Services;
12. bypassing the measures we may use to prevent or restrict access to the Theia Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
13. soliciting or attempting to solicit login information or any other login credentials or personal information from other users of the Theia Services;
14. collect or post anyone’s private information, including personally identifiable information, identification documents, or financial information through the Theia Services;
15. using any part of the Theia Services for gambling, betting or any similar activity in which prizes or rewards can be won, directly or indirectly, including betting on the outcome of matches in which you participate as a player, irrespective of whether or not there is a fee or stake involved;
16. post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content. Theia reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party's rights;
17. use any unauthorized third party programs, including mods, hacks, cheats, scripts, bots, trainers or automation programs that interact with the Theia Services in any way, for any purpose, including any unauthorized third party programs that intercept, emulate, or redirect any communication relating to the Theia Services.

Theia reserves the right to determine what conduct it considers to be in violation of the Terms or otherwise outside the intent or spirit of these Terms. Theia reserves the right to take actions, which may include terminating your User Account and prohibiting you from using the Theia Services in whole or in part.

We may monitor the use of the Theia Services (but have no obligation to do so), both on our own servers and on your device, for a wide variety of purposes, including to prevent cheating and hacking, monitoring player behavior, and improving the Theia Services.

We may, without prior notice, change the Theia Services; stop providing the Theia Services or features of the Theia Services, to you or to Users generally; or create usage limits for the Theia Services. We may permanently or temporarily terminate or suspend your access to the Theia Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Theia shall have no liability for your interactions with other Users, or for any User’s action or inaction.

The Theia Services are controlled and operated from facilities in the United States. Theia makes no representations that the Theia Services are appropriate or available for use in other locations. Those who access or use the Theia Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Theia Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Theia Services are solely directed to individuals, companies, or other entities located in the United States.

Some areas of the Theia Services allow Users to submit, post, display, provide, or otherwise make available content such as profile information, videos, images, music, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Content”).

WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS. However, you understand that certain portions of the Theia Services may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through the Theia Services, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and these Terms. Theia has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Theia Services.

By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Theia Services, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Theia a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Theia Services and Theia’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Theia Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Theia Services and under these Terms.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

Theia takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Theia Services. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Theia Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Theia shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

Except for your User Content, the Theia Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Theia Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Theia and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Theia Content. Use of the Theia Content for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Theia Services, including without limitation about how to improve the Theia Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Theia under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Theia does not waive any rights to use similar or related ideas previously known to Theia, or developed by its employees, or obtained from sources other than you.

The Theia Service contains data, information, and other content not owned by you, such as reputational or status indicators, in-world currency, and/or fictional property representing virtual achievements (for instance, trophies or powers) (“Theia Virtual Property”). You understand and agree that regardless of terminology used, Theia Virtual Property represents a limited license right governed solely by the terms of these Terms and available for distribution at Theia’s sole discretion. Theia Virtual Property is not redeemable for any sum of money or monetary value from Theia at any time and does not constitute currency of any type. Regardless of the terminology used, Theia Virtual Property may never be redeemed for “real world” money, goods, or other items of monetary value by Theia or any other party. Any purported transfers of Theia Virtual Currency are strictly prohibited except where explicitly authorized within the Theia Services. You are not allowed to sublicense, trade, buy, sell or attempt to sell or exchange any Theia Virtual Currency for “real world” money or otherwise exchange items for value outside of the Theia Services. Any attempt to do so is prohibited and void, and is in violation of the Terms and may result in the termination of your license to use the Theia Services, a permanent ban from the Theia Services and possible legal action against you.

You acknowledge that you do not own the User Account you use to access the Theia Services, nor do you possess any rights of access or rights to data stored by or on behalf of Theia on Theia servers, including without limitation any data representing or embodying any or all of your Theia Virtual Property. You agree that Theia has the absolute right to manage, regulate, control, modify and/or eliminate Theia Virtual Property as it sees fit in its sole discretion, in any general or specific case, and that Theia will have no liability to you based on its exercise of such right. All data on Theia’s servers are subject to deletion, alteration or transfer.

NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, USER ACCOUNT HISTORY AND USER ACCOUNT CONTENT RESIDING ON THEIA’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN THEIA’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. THEIA DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON THEIA’S SERVERS.

The Theia Services may include a virtual, non-fungible, in-application blockchain token (an “In-Game NFT”), which is subject to certain additional license terms available at the "In-Game NFT License". Each In-Game NFT made available by us through the Theia Services is associated with certain digital works of authorship or other intellectual property (such intellectual property, including any name, image, likeness, art, design, and drawings (in any form or media, including, without limitation, video or photographs, each of which is “Related Content”). Where Theia exclusively owns and controls, or otherwise has a license complete with the ability to grant sublicenses to all of the Intellectual Property Rights to the Related Content of an In-Game NFT such Related Content is “Theia-Owned Content.” Related Content and any rights arising from or related thereto is separate from the associated In-Game NFT, and is not sold, traded, or otherwise transferred to you. Related Content remains subject to the terms of our In-Game NFT License. Ownership of an In-Game NFT does not mean you own the Related Content. You may also purchase In-Game NFTs s via a third party marketplace accessible within the Theia Services. Regardless of the terminology used, In-Game NFTs may never be redeemed for “real world” money, goods, or other items of monetary value by Theia or any other party. In-Game NFTs are not redeemable for any sum of money or monetary value from Theia at any time and do not constitute currency of any type. You acknowledge and agree that the rights attached to each In-Game NFT do not exceed the grant of rights provided in these Terms or the In-Game NFT License.

Subject to these Terms and the In-Game NFT License, for so long as you own the applicable In-Game NFT, Theia grants you a limited, personal, non-exclusive, non-sublicensable, revocable, worldwide license in any Theia-Owned Content to display the Theia-Owned Content for non-commercial, personal use, and sell the In-Game NFT embodying the Theia-Owned Content for non-commercial, personal use. There are no other rights, express or implied, with respect to any Theia-Owned Content and no license rights are granted by these Terms.

You may not and may not attempt to, at any time, separate, unlink or decouple, the Related Content from the In-Game NFT with which it is associated, or use any Related Content to create, sell or attempt to create or sell any new cryptographic token. Subject to the terms of the In-Game NFT License, you may transfer the In-Game NFT to a third party, provided that the following additional conditions are satisfied:

After such transfer, your right to display the Theia-Owned Content as set forth in Section 4.2 of these Terms will immediately terminate. For clarity, the In-Game NFT and the Related Content will at all times be subject to the In-Game NFT License.

You acknowledge and agree that your participation in the Theia Services, including your receipt and possession of any In-Game NFT, is for entertainment purposes only and that Theia is under no obligation to promote, support,, sell or award In-Game NFTs. Your receipt, purchase, or possession of any In-Game NFTs does not give you any right, title or interest in any of Theia’s Intellectual Property Rights or in the Theia Services. The In-Game NFTs are not financial or investment instruments or devices of any kind, and In-Game NFTs do not have any real-world monetary value whatsoever. Theia is not responsible for any value attributed to, or changes or loss in the perceived value of, In-Game NFTs. You acknowledge and understand that the technology used to create and trade In-Game NFTs is novel, and that it is not possible to guarantee that any software or computer code used to create, trade, and store the In-Game NFT s is free from all bugs or errors. YOU ACKNOWLEDGE AND AGREE THAT THE IN-GAME NFTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE IN-GAME NFTS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN-GAME NFTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THEIA CONCERNING THE IN-GAME NFTS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Certain aspects of the Theia Services may be provided for a fee or other charge. If you elect to use paid aspects of the Theia Services, you agree to our pricing information and any additional terms included on our app store page, as we may update them from time to time. Theia may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion.

You may cancel your User Account at any time; however, there are no refunds for cancellation. In the event that Theia suspends or terminates your User Account or these Terms, you understand and agree that you shall receive no refund or exchange for any Theia Virtual Property, any unused time on a subscription, any license or subscription fees for any portion of the Theia Services, any content or data associated with your User Account, or for anything else.

We accept various payment methods through the Google Play and Apple App Stores, subject to their respective terms and conditions. By using our Service, you agree to be bound by their respective terms and conditions as more fully set forth in Sections 12.2 and 12.3 below. All information that you provide in connection with a purchase or transaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay all applicable taxes, if any, relating to any such purchases and transactions.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Theia uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

Since we respect artist and content owner rights, it is Company’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Theia Services, please notify Theia’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

The above information must be submitted to the following DMCA Agent:

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Theia and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Theia’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Theia has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Theia may also at its sole discretion limit access to the Theia Services and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

The Theia Services may contain links to third-party materials that are not owned or controlled by Theia. Theia does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Theia Services or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Theia’s Privacy Policy do not apply to your use of such sites. You expressly relieve Theia from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Theia Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Theia shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

You agree to defend, indemnify and hold harmless Theia and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

THE THEIA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE THEIA SERVICES AND IN-GAME NFTS ARE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE THEIA SERVICES AND IN-GAME NFTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE, STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THEIA OR THROUGH THE THEIA SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, THEIA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE THEIA SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE THEIA SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE THEIA SERVICES OR ANY IN-GAME NFTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE THEIA SERVICES OR THE IN-GAME NFTS IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

FURTHER, THEIA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE THEIA SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND THEIA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THEIA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE THEIA SERVICES OR THE IN-GAME NFTS. UNDER NO CIRCUMSTANCES WILL THEIA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE THEIA SERVICES, IN-GAME NFTS, OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEIA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

You agree that: (i) the Theia Services shall be deemed solely based in Delaware; and (ii) the Theia Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 12.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THEIA. This Section 12.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and Theia that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Theia Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Theia Services, including any transaction involving the In-Game NFTs; or (d) any other aspect of your relationship or transactions with Theia, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.

If you are a new Theia user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting these Terms by emailing Theia at legal@theiastudios.io with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at legal@theiastudios.io and attempt to resolve the dispute with us informally. In the unlikely event that Theia has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or Delaware, unless you and Theia agree otherwise. If you are using the Theia Services for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Theia Services for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Theia agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, any provision of these Terms, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

Nothing in this Section shall be deemed as: preventing Theia from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE THEIA SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND THEIA AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER THEIA USERS. YOU AND THEIA FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THEIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

We may make available software to access the Theia Service via a mobile device (“Mobile Applications”). To use any Mobile Applications you must have a mobile device that is compatible with the Mobile Applications. Theia does not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Theia hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one User Account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that Theia may from time to time issue upgraded versions of the Mobile Applications, and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and Theia or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Theia reserves all rights not expressly granted under these Terms. If the Mobile Applications is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Theia Services and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Applications originates in the United States, and is subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Theia Services.

The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms are solely between you and Theia, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Theia as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Theia as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Theia, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Theia acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and Theia only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Theia Services; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Theia, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to Theia Google-Sourced Software.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Theia without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Theia may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Theia in our sole discretion. Theia reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Theia is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Theia may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. Your continued use of the Theia Services after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

These Terms, together with any amendments and any additional agreements you may enter into with Theia in connection with the Theia Services, shall constitute the entire agreement between you and Theia concerning the Theia Services. Except as otherwise stated in Section 12.2, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Theia’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Please contact us at legal@theiastudios.io with any questions regarding these Terms.