This End-User License Agreement (the "Agreement") is entered into this 1st day of February, 2025 ("Effective Date"), by and between Terralon LLC, an Arizona limited liability company ("Terralon", "we", "our", or "us"), and you, the user of our website or content ("User" or "you").
Background:
Terralon provides gaming content and services, primarily focused on creating content for Minecraft. User desires to access and use Terralon's products and services.
Terralon and User acknowledge the need to protect Terralon's intellectual property and establish terms for the use of its content.
The parties agree as follows:
1. Grant of License
1.1 Scope of License
(a) Terralon hereby grants You a limited, non-exclusive, non-transferable, and revocable license to access and use the Software and Content provided by Terralon, subject to the terms and conditions of this Agreement. This license allows You to use the Software and Content solely for Your personal, non-commercial purposes on devices that You own or control. The license granted herein is limited to the intellectual property rights of Terralon and its licensors in the Software and Content, and does not include any rights to other patents or intellectual property.
1.2 Restrictions on Use
You agree not to, and will not permit others to:
(a) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Software or Content;
(b) create derivative works based on the Software or Content;
(c) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software or Content to any third party;
(d) make the Software or Content available over a network where it could be used by multiple devices at the same time;
(e) remove, alter, or obscure any proprietary notices or labels on the Software or Content;
(f) use the Software or Content for any commercial purposes, including but not limited to selling, licensing, renting, or leasing the Software or Content;
(g) use the Software or Content in any manner that violates any applicable laws, regulations, or third-party rights;
(h) use the Software or Content to create, develop, or enhance any product that competes with Terralon's products or services;
(i) attempt to gain unauthorized access to Terralon's servers, systems, or networks;
(j) use any automated means or interface not provided by Terralon to access the Software or Content or to extract data;
(k) use the Software or Content in any way that could damage, disable, overburden, or impair Terralon's services or interfere with any other party's use and enjoyment of the Software or Content.
(l) Terralon reserves the right to monitor Your use of the Software and Content to ensure compliance with these restrictions and may terminate this license immediately and without notice if You fail to comply with any of these restrictions.
1.3 Term of License
(a) The license granted herein is effective until terminated by You or Terralon. Your rights under this license will terminate automatically without notice from Terralon if You fail to comply with any term of this Agreement. Upon termination of the license, You shall cease all use of the Software and Content and destroy all copies, full or partial, of the Software and Content. Terralon may also terminate this license at any time and for any reason by providing notice to You. Upon termination, You must immediately cease all use of the Software and Content and destroy all copies in Your possession or control.
(b) Terralon reserves the right to modify, suspend, or discontinue the Software or Content, with or without notice to You, and Terralon will not be liable to You or any third party should it exercise such rights. In no event will termination of the license entitle You to a refund of any fees paid to Terralon or relieve You of any obligation to pay fees that You owe to Terralon.
2. Intellectual Property Rights
2.1 Ownership
(a) All content, software, and materials available on or through the Website, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations, and software (collectively, the "Content"), are the exclusive property of Terralon. The Content is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You acknowledge and agree that Terralon retains all right, title, and interest in and to the Content, including all associated intellectual property rights.
2.2 User Modifications
(a) You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on any Content or any part of the Website without Terralon's prior written consent. Any modifications, adaptations, or improvements to the Content made by You, whether with or without Terralon's consent, shall automatically become the sole property of Terralon. You hereby assign all rights, title, and interest in any such modifications, adaptations, or improvements to Terralon and agree to execute any documents necessary to perfect Terralon's ownership thereof.
2.3 Unauthorized Use
In addition to the foregoing, You agree not to:
(a) You agree not to access, download, use, or export the Content in violation of United States export control laws or regulations or in violation of any applicable local laws or regulations. Any unauthorized use, reproduction, modification, distribution, transmission, republication, display, or performance of the Content is strictly prohibited and may result in severe civil and criminal penalties, including monetary damages and injunctive relief. Terralon reserves the right to pursue all available legal remedies for any unauthorized use of the Content or violation of its intellectual property rights.
(b) Use any deep-linking, web crawlers, bots, spiders, or other automatic devices, programs, scripts, algorithms, or methods, or any similar or equivalent manual processes to access, acquire, copy, monitor, scrape, or reproduce any portion of the Website or Content;
(c) Attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website, or to any Terralon server, by hacking, password mining, or any other illegitimate means;
(d) Probe, scan, or test the vulnerability of the Website or any network connected to the Website, or breach the security or authentication measures on the Website or any network connected to the Website;
(e) Reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Website, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by the Website;
(f) Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or Terralon's systems or networks, or any systems or networks connected to the Website;
(g) Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person's use of the Website;
(h) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to Terralon on or through the Website or any service offered on or through the Website;
(i) Pretend that You are, or that You represent, someone else, or impersonate any other individual or entity;
(j) Use the Website or any Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of Terralon or others.
(k) Terralon reserves the right to take any and all actions it deems appropriate to protect its intellectual property rights, including but not limited to terminating Your access to the Website, pursuing legal action, and seeking monetary damages for any unauthorized use or infringement of its intellectual property. You agree to indemnify and hold Terralon harmless from any claims, damages, or expenses arising from Your unauthorized use of the Content or violation of Terralon's intellectual property rights.
3. Redistribution and Modification
3.1 Definition of Redistribution
(a) Redistribution refers to any act of sharing, disseminating, transferring, or making available, whether for free or for a fee, any files, merchandise, or content downloaded from our website to any third party not explicitly authorized by Terralon. This includes, but is not limited to, uploading to file-sharing platforms, distributing through social media, incorporating into other products or services, or any other means of making our content accessible to unauthorized users.
3.2 Illegal Modification
(a) You are strictly prohibited from modifying, altering, reverse engineering, decompiling, or creating derivative works based on any content, files, or merchandise downloaded from our website without our express written permission. This includes, but is not limited to, changing the code, altering the visual appearance, or adapting the functionality of our content. Any attempt to bypass or remove digital rights management (DRM) or other protective measures is expressly forbidden and will be considered a violation of this Agreement.
3.3 Consequences of Unauthorized Redistribution
Any unauthorized redistribution or modification of our content is a serious violation of this Agreement and may result in severe consequences. These consequences may include, but are not limited to:
(a) Immediate termination of your license to use our content.
(b) Legal action for copyright infringement and breach of contract, which may result in substantial monetary damages.
(c) Reporting of your activities to law enforcement agencies for criminal prosecution, where applicable.
(d) Permanent ban from accessing our website, services, and future products.
(e) Public disclosure of your violation, which may affect your reputation and future business opportunities.
(f) Requirement to destroy all copies of our content in your possession and provide written certification of such destruction.
(g) Payment of all legal fees and costs incurred by Terralon in enforcing our rights under this Agreement.
(h) Disgorgement of any profits or benefits you may have derived from the unauthorized redistribution or modification.
(i) Injunctive relief to prevent further violations and to compel compliance with this Agreement.
(j) Liability for any harm caused to Terralon's business, reputation, or relationships with third parties as a result of your unauthorized actions.
(k) You acknowledge that these consequences are reasonable given the nature of our business and the potential harm that unauthorized redistribution or modification can cause. Terralon reserves the right to pursue any and all remedies available under law or equity for violations of this section, and the exercise of one right or remedy will not be deemed a waiver of other rights or remedies.
4. Commercial Use
4.1 Licensing Requirements
(a) You acknowledge and agree that any commercial use of our content, including but not limited to Software, Content, and Intellectual Property, requires explicit licensing from Terralon. To obtain a commercial license, You must submit a written request to Terralon, detailing the intended commercial use. Terralon reserves the right to approve or deny such requests at its sole discretion. Any commercial use without a valid license from Terralon is strictly prohibited and constitutes a material breach of this Agreement.
4.2 Prohibited Commercial Activities
Without a valid commercial license from Terralon, You are expressly prohibited from engaging in any of the following activities:
(a) Selling, leasing, licensing, sublicensing, or otherwise monetizing any of Terralon's content, including but not limited to Software, Content, and Intellectual Property.
(b) Using Terralon's content in any way that generates revenue, directly or indirectly, including but not limited to advertising, sponsorships, or paid promotions.
(c) Incorporating Terralon's content into any commercial product or service, whether digital or physical.
(d) Using Terralon's content to promote or market any commercial enterprise or product.
(e) Offering services that utilize Terralon's content, including but not limited to hosting, server rentals, or consultancy services.
(f) Creating derivative works based on Terralon's content for commercial purposes.
(g) Using Terralon's content in any way that competes with Terralon's business interests.
(h) Reverse engineering, decompiling, or disassembling any of Terralon's Software or Content for commercial purposes.
(i) Utilizing Terralon's content in any commercial training, educational programs, or workshops without explicit written permission.
(j) Exploiting any vulnerabilities or bugs in Terralon's Software or Content for commercial gain.
4.3 Revenue Generation
You agree that any revenue generated from the unauthorized commercial use of Terralon's content is rightfully the property of Terralon. In the event of such unauthorized use:
(a) You shall immediately cease all commercial activities involving Terralon's content.
(b) You shall provide Terralon with a detailed accounting of all revenue generated from the unauthorized use.
(c) You shall remit to Terralon 100% of the gross revenue generated from such unauthorized use within 30 days of discovery or notification, whichever occurs first.
(d) Terralon reserves the right to audit Your financial records related to any suspected unauthorized commercial use of its content.
(e) You shall be liable for all costs associated with Terralon's investigation and enforcement of this provision, including but not limited to legal fees, accounting fees, and any other related expenses.
(f) Payment of such revenue to Terralon does not grant You any rights or licenses and does not waive any of Terralon's rights or remedies under this Agreement or applicable law.
(g) Terralon may, at its sole discretion, impose additional penalties or pursue legal action for willful or repeated violations of this provision.
(h) You acknowledge that the unauthorized commercial use of Terralon's content may result in irreparable harm to Terralon, and that monetary damages may be inadequate compensation. Therefore, You agree that Terralon shall be entitled to seek injunctive relief to prevent any further unauthorized use, in addition to any other remedies available under this Agreement or applicable law.
(i) By using any of Terralon's content, You expressly agree to abide by these commercial use restrictions. Any violation of these terms may result in immediate termination of Your license, legal action, and other remedies as outlined in this Agreement and permitted by law.
5. Compliance and Penalties
5.1 Compliance with Agreements
(a) You agree to comply with all terms and conditions set forth in this Agreement, as well as any other agreements, policies, or guidelines referenced herein or required for the use of our content, including but not limited to our Terms & Conditions and Privacy Policy (collectively, the "Terralon Agreements"). You acknowledge that your access to and use of our content is contingent upon your strict adherence to these Terralon Agreements. We reserve the right to monitor your compliance and take appropriate action in the event of any violation.
5.2 Penalty Clause
In the event of any breach or non-compliance with the Terralon Agreements, you will be subject to severe penalties. These penalties may include, but are not limited to:
(a) Immediate termination of your license to use our content, software, and services.
(b) Monetary fines, which will be determined at our sole discretion based on the severity and extent of the violation. These fines may range from $1,000 to $1,000,000 per instance of non-compliance.
(c) Permanent ban from accessing or using any Terralon products, services, or platforms.
(d) Public disclosure of your violation on our website and social media platforms.
(e) Reporting of your activities to relevant authorities, including law enforcement agencies and internet service providers.
(f) Pursuit of legal action to recover damages, including but not limited to actual damages, statutory damages, and punitive damages.
(g) Imposition of a mandatory compliance training program, the costs of which will be borne entirely by you.
(h) Requirement to destroy all copies of our content in your possession and provide a sworn affidavit confirming such destruction.
(i) Revocation of any and all benefits, privileges, or discounts previously granted to you.
(j) Implementation of IP-based restrictions to prevent future access to our content and services.
(k) You acknowledge and agree that these penalties are reasonable and necessary to protect our intellectual property rights and business interests. We retain the sole discretion to determine the appropriate penalty or combination of penalties based on the nature and severity of the violation.
5.3 Legal Actions
In addition to the penalties outlined in Section 5.2, we reserve the right to pursue any and all legal remedies available to us under applicable law. This includes, but is not limited to:
(a) Filing civil lawsuits for copyright infringement, breach of contract, and other relevant causes of action.
(b) Seeking injunctive relief to immediately cease any ongoing violations.
(c) Pursuing criminal charges in cases of willful and malicious infringement or violations.
(d) Cooperating fully with law enforcement agencies in their investigations and prosecutions related to your violations.
(e) Initiating proceedings to recover all legal fees, court costs, and other expenses incurred in enforcing our rights.
(f) Seeking maximum statutory damages allowed under copyright law for each instance of infringement.
(g) Pursuing actions against any third parties who may have assisted or facilitated your violations.
(h) Obtaining court orders to seize any hardware, software, or other materials used in connection with your violations.
(i) Requesting that internet service providers terminate your internet access due to repeated infringement.
(j) Initiating domain name disputes if you use our trademarks or copyrighted material in domain names.
(k) You acknowledge that any legal action taken by us may result in significant financial liability for you, as well as potential criminal penalties including fines and imprisonment. You agree to waive any defenses based on jurisdiction or venue and consent to the exclusive jurisdiction of the courts in the State of Arizona for any legal proceedings arising from or related to this Agreement.
(l) By continuing to use our content, you expressly agree to be bound by these compliance requirements and penalty provisions. You further acknowledge that these terms are essential to protecting our rights and business interests, and that any violation may cause irreparable harm to Terralon.
6. Limitation of Liability
6.1 Disclaimer of Warranties
(a) Terralon provides its content and services "as is" and "as available" without any warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, Terralon expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Terralon makes no warranty that the content or services will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. You acknowledge and agree that Your use of the content and services is at Your own risk.
6.2 Limitation of Damages
(a) In no event shall Terralon be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) Your access to or use of or inability to access or use the content or services; (ii) any conduct or content of any third party on the services; (iii) any content obtained from the services; and (iv) unauthorized access, use or alteration of Your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Terralon has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. You specifically acknowledge that Terralon shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with You.
6.3 Indemnification
(a) You agree to defend, indemnify, and hold harmless Terralon, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to Your violation of this Agreement or Your use of the content or services, including, but not limited to, Your user submissions, any use of the content, services, and products other than as expressly authorized in this Agreement, or Your use of any information obtained from the services. This indemnification obligation shall survive the termination or expiration of this Agreement and Your use of the services. You acknowledge that Your indemnification obligation extends to any and all claims brought by third parties against Terralon as a result of Your actions or omissions in connection with the content or services.
7. Governing Law
7.1 Jurisdiction
(a) This Agreement and any disputes arising out of or related to it will be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. You agree that any legal action or proceeding between Terralon and you related to this Agreement will be brought exclusively in a federal or state court of competent jurisdiction sitting in Arizona. You consent to the jurisdiction of such courts and waive any objection to the laying of venue in such courts.
7.2 Dispute Resolution
(a) Any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of arbitration will be Phoenix, Arizona. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
7.3 Severability
(a) If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of Terralon to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Terralon.
(b) In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely matches the intent of the original provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Terralon's failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.
(c) You acknowledge and agree that any violation or breach of this Agreement may cause Terralon irreparable harm, and therefore you agree that Terralon will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Terralon may have for a breach of this Agreement.
TERRALON LLC
