Effective Date: November 25, 2023.

The terms of this agreement (“Terms of Use” or “Agreement”) govern the relationship between you and Heavensbee Games Corporation, its subsidiaries, parent companies, joint ventures and other corporate entities under common ownership and/or any of their agents, consultants, employees, officers and directors (collectively, “Heavensbee Games”) and applies to your access to and use of www.heavensbee.games website and any other mobile applications, websites, games and/or any services related to games that are made available by Heavensbee Games on the Apple App Store, Google Play App Store, Amazon App Store or on Facebook (collectively, the “Services”).

Prior to your accessing or using the Services, please read these Terms of Use and the Privacy Policy carefully. THESE ARE LEGALLY BINDING AGREEMENTS BETWEEN YOU AND HEAVENSBEE GAMES. BY INSTALLING, USING OR OTHERWISE ACCESSING THE SERVICES, YOU AGREE TO THESE TERMS OF USE AND PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT USE THE SERVICES OR CEASE USE OF THEM IMMEDIATELY. USE OF THE SERVICE IS VOID WHERE PROHIBITED. YOU ACKNOWLEDGE THAT THE SERVICES ARE LICENSED, NOT SOLD, TO YOU.

As a precondition for using the Services, you must agree to these Terms of Use. If you accept these Terms of Use, you represent that you are of the age of majority in your country of residence. If you are under the age of majority or otherwise do not have the authority to enter into agreements such as these Terms of Use, you represent that your legal guardian, or a holder of parental responsibility, has reviewed and agreed to these Terms of Use.

Subject to these Terms of Use, Heavensbee Games hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Services for your personal, non-commercial use. The rights granted to you are subject to your compliance with these Terms of Use.

Except as set forth above, you do not receive any other license. Heavensbee Games retains all right, title and interest in and to the Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialogue, settings, artwork, sound effects, musical works, gameplay recordings made using the Services, moral rights, in each case whether registered or not and all applications thereof. Unless expressly authorized by applicable law, the Services may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without Heavensbee Games’ prior written consent. Heavensbee Games reserves all rights not expressly granted to you herein.

The Services and their content are licensed, not sold. You agree that you have no right or title in or to any content that appears in the Services, including, but not limited to, the Virtual Items appearing in or originating from the Services, whether earned in the Services or purchased from Heavensbee Games or its authorized partners.

You shall not create an Account or access the Services if you are under the age of 13; you shall restrict use by minors; and you will deny access to children under the age of 13. You accept full responsibility for any unauthorized use of the Services by minors and are responsible for any use of your credit card or other payment instrument by minors. If a user is under the age of 18 and over the age of 13, then only a parent or legal guardian may make an account for them, and the parent or legal guardian must consent to this Agreement and Heavensbee Games’ privacy policy.

The term of the licenses granted to you under these Terms of Use shall commence on the date you accept these Terms of Use and install or otherwise use the Services and ends on the earlier date of either your disposal of the license or termination of these Terms of Use by Heavensbee Games.

All rights, title and interest in and to the Services (including, without limitation, any games, titles, computer code, themes, objects, characters, character names, stories, dialogue, catch phrases, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, documentation, in-game chat transcripts, methods of operation, moral rights, character profile information, virtual items, recordings of games played using a Heavensbee Games game client and the Heavensbee Games game clients and server software) are owned solely by Heavensbee Games. Heavensbee Games reserves all rights, including, without limitation, all intellectual property rights or other proprietary rights in connection with its games and the Services.

Notwithstanding any provision to the contrary herein, you also acknowledge and agree that you have no right or title in or to any content that appears in the Services, including without limitation the virtual items appearing or originating in any games, whether earned in a game or purchased from Heavensbee Games, or any other attributes associated with an Account or stored on the Services.

You agree that you will not, under any circumstances:

• Use, either directly or indirectly, any cheats, exploits, automation software, bots, hacks, mods, or any unauthorized third-party software designed to modify or interfere with the Services.
• Use the Services in violation of any applicable law or regulation.
• Use the Services for commercial purposes, including, but not limited to, to advertising, or solicitation, or transmission of any commercial advertisements such as spam emails, chain letters, pyramid or other get-rich-quick schemes.
• Use the Services for fraudulent or abusive purposes including, but not limited to, using the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person, entity or the Services;
• Disrupt, interfere with, or otherwise adversely affect the normal flow of the Services or otherwise act in a manner that may negatively affect other users’ experience when using the Services.
• Disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or servers used to offer or support the Services.
• Attempt to gain unauthorized access to the Services, to accounts registered to others or to the computers, servers, or networks connected to the Services by any means other than the user interface provided by Heavensbee Games, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, encryption, or software that is part of the Services.
• Post any information, content or other material (or post links to any information or content) that contains nudity, excessive violence or is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously offensive or otherwise objectionable.
• Engage in ongoing toxic behavior, such as repeatedly posting information on an unsolicited basis.
• Attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group, including Heavensbee Games employees, directors, officers, and customer service representatives.
• Make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity, or which impersonates any other person, including, but not limited to, a Heavensbee Games employee, director or officer.
• Unless specifically authorized by applicable law, attempt to decompile, reverse engineer, disassemble, or hack any of the Services, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by Heavensbee Games, or to obtain any information from the Services using any method not expressly permitted by Heavensbee Games.
• Solicit or attempt to solicit login information or any other login credentials or personal information from other users of the Services.
• Harvest, scrape or collect any information about or regarding other people that use the Services, including, but not limited to, through use of pixel tags, cookies, GIFs or similar items that are sometimes also referred to as spyware.
• Post anyone’s private information, including personally identifiable information/personal data (whether in text, image or video form), identification documents, or financial information through the Services.
• Engage in any act that Heavensbee Games deems to conflict with the spirit or intent of the Services or make improper use of Heavensbee Games’ support services.

Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights. Heavensbee Games reserves the right to determine whether one’s conduct violates this Agreement, including the intent or spirit of the Terms of Use or the Services, at its sole discretion. Heavensbee Games also reserves the right to take any action it deems appropriate as a result, which may include forbidding you access to the Services, terminating your account and/or limiting your access to the Services.

You agree that you have no ownership or property interest in or to an Account and you further acknowledge and agree that all rights in and to an Account are and will forever be owned by and inure to the benefit of Heavensbee Games. Heavensbee Games reserves the right to delete an Account if Heavensbee Games observes no activity by you in relation to that Account for 30 days or more. In such event, you may no longer be able to access and/or use any Virtual Items associated with that Account and no refund will be offered to you.

You agree that you will not give your Login Information to anyone else or allow anyone else to use your Login Information or Account. You are solely responsible for maintaining the confidentiality of your Login Information. Heavensbee Games is entitled to assume that any use of your Login Information or Account is made by you, and you are responsible for any actions (including, but not limited to, any purchases) taken using your Account or Login Information. You agree to compensate Heavensbee Games for any losses or harm that result from your failure to keep your Login Information confidential.

You may purchase with “real world” money a limited, non-transferable, non-sub-licensable, revocable license to use “virtual currency,” including but not limited to in-game gold bars and all other kinds of in-game monies, all for use in the games referred to collectively as “Virtual Items”. You are only allowed to purchase Virtual Items from Heavensbee Games or its authorized partners through the Services, not in any other way.

You understand that Heavensbee Games has the absolute right to manage, regulate, control, modify or eliminate Virtual Items and may revoke your access to them at any time and for any reason, with or without notice. Heavensbee Games shall have no liability to you or any Third Party in the event that Heavensbee Games exercises any such rights. You have no claim, right, title, proprietary or ownership interest in any of the Virtual Items regardless of any consideration paid for those virtual items.

All Virtual Items are forfeited if your Account is terminated or suspended for any reason, or if Heavensbee Games discontinues providing the Services.

You agree that you will not assert or bring any claim against Heavensbee Games, its affiliates, directors, officers, employees, agents or licensors relating to (i) a claim that you own any Virtual Items; or (ii) a claim for an alleged monetary value of Virtual Items lost upon deletion or suspension of your account or modification, termination or expiration of these terms.

All sales through the Service are final. You acknowledge and agree that any applicable fees and other charges (including, without limitation, virtual items) are not refundable in whole or in part. You are fully liable for all charges to your account, including any unauthorized charges. Heavensbee Games does not issue any refunds or offer any exchanges of any products purchased on or through the Services.

IN ADDITION TO THE FOREGOING, YOU ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE SET FORTH UNDER APPLICABLE LAW, YOU WILL NOT BE REFUNDED, RECEIVE MONEY, OR BE OTHERWISE COMPENSATED FOR UNUSED VIRTUAL ITEMS OR OTHER GAME ASSETS WHEN THE SERVICES ARE TERMINATED FOR ANY REASON AND WITHOUT NOTICE OR AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

Without limitation to any other remedies, Heavensbee Games may delete, suspend, terminate, limit or modify accounts or access to the services or any portions thereof if Heavensbee Games suspects or if you have failed to comply with any of the Terms of Use, for any suspected or actual illegal activity, improper use of the Services, with or without any notice to you. Such actions may result in the loss of your account, information, persona, benefits and in-game purchases and progression. Heavensbee Games is not and will not be held responsible for any information, persona, rankings, benefits and losses incurred, and is under no obligation to compensate you for any of this.

Heavensbee Games may also stop offering and/or supporting the Services, including, but not limited to, any particular game or part of the Services at any time, at which point your license to use the Services or a part thereof will be automatically terminated. In such event, Heavensbee Games shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued or terminated Services. Such actions may also result in termination of your Account, disabling of your access to the Services or any part thereof, including any content that may have or was in the process of being submitted.

Heavensbee Games assumes no responsibility for the conduct of other users of the Services or for monitoring the Services for inappropriate content or conduct. Heavensbee Games does not, and cannot, pre-screen or monitor all content or conduct of users. Your use of the Services is at your own risk.

Heavensbee Games reserves the right to amend, change, modify, add or remove portions of the Terms of Use and Privacy Policy at any time, at its sole discretion, by posting the updated version on its website or within the games. You will be deemed to have accepted such changes by continuing to use any of the Services. If at any point you do not agree to any portion of the current version of the Terms of Use, the Privacy Policy or any other Heavensbee Games policy, rules or codes of conduct relating to your use of the Services, then you must cease your use of the Services, and your license to use the Services will be immediately terminated. For your convenience, the date of last revision is included at the top of this page. Heavensbee Games may make changes to the Services at any time or discontinue your access to the Services at any time without warning and without a refund of any kind. You understand and hereby agree that Heavensbee Games may discontinue or restrict your use of the Services for any reason and without notice or compensation.

Heavensbee Games does not guarantee that the Services are available at all times or will continue to be available in the future. Heavensbee Games reserves the right to stop offering and/or supporting the Services or parts thereof at any time, at which point your license to use the Services or such parts thereof will be terminated automatically. In such an event, unless otherwise required by applicable law, Heavensbee Games does not have to provide refunds for the Services or any Virtual Items.
The Services are intended to evolve over time. Accordingly, Heavensbee Games may change, manage, modify, or update the Services or parts thereof (including, but not limited to, Virtual Items) from time to time. This may result in content or features being added, removed, or modified. Heavensbee Games may, at its sole discretion, make any such changes as it believes to be necessary to maintain and improve the Services, including, but not limited to, introducing, modifying, or removing game content and features according to Heavensbee Games’ development roadmap, adapting to new technologies, reflecting changes to Heavensbee Games’ agreements with third parties, preventing abuse or technical issues, and addressing any legal, safety, or regulatory requirements. When changes are made to the Services, you may be required to download and install an update to continue using them. If you do not, you may be unable to access or use the Services or parts thereof.

You acknowledge and agree that Heavensbee Games may update the Services and the games you have installed on your computer or mobile device with or without notifying you.

To the fullest extent permissible under applicable law, the Services are provided to you “AS IS,” without warranty, assurances, or guarantees of any kind. The Services may have defects, and your use is solely at your risk. Heavensbee Games does not make, and hereby disclaims any and all express, implied or statutory warranties, including implied warranties of condition, uninterrupted use, accuracy of data, merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of third-party rights, and warranties (if any) arising in the course of dealing, usage, or trade practices. Heavensbee Games does not warrant against interference with your enjoyment of the Services; that the Services will meet your requirements; that operation of the Services will be uninterrupted or error-free; that the Services will interoperate or be compatible with any other services; or, that any errors in the Services will be corrected. No oral or written advice provided by Heavensbee Games, its employees or other representatives constitute a warranty.

To the maximum extent permitted by law, HEAVENSBEE GAMES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE OR THE SERVICES ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HEAVENSBEE GAMES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HEAVENSBEE GAMES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO HEAVENSBEE GAMES IN ACCORDANCE WITH THESE TERMS OF USE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO HEAVENSBEE GAMES DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND HEAVENSBEE GAMES’ EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH HEAVENSBEE GAMES IS TO STOP USING THE SERVICES AND CANCEL YOUR ACCOUNT.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of these disclaimers and limitations may not apply to you. To the extent that Heavensbee Games may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth herein, the scope of such warranty and the extent of Heavensbee Games’ liability shall be the minimum permitted under such applicable law. In particular, nothing in these Terms of Use shall affect the statutory rights of any consumer of the Services.

You agree to indemnify, defend and hold Heavensbee Games and its subsidiaries (and Heavensbee Games’ and its subsidiaries’ officers, directors, agents, joint ventures, shareholders and employees) harmless from any claim, demand, damages, or other losses, including reasonable attorneys’ fees, asserted by any third party resulting from or arising out of your use of the Services or any breach by you of these Terms of Use; however, the foregoing does not apply if the third-party claim is not attributable to your intentional or negligent behavior.

You and Heavensbee Games can only bring a claim against each other on an individual basis. BY AGREEING TO THESE TERMS OF USE, YOU UNDERSTAND AND AGREE THAT YOU WAIVE THE RIGHT TO A CLASS ACTION AND CAN ONLY BRING CLAIMS AGAINST HEAVENSBEE GAMES IN YOUR INDIVIDUAL CAPACITY.

Meaning that:

• neither you nor Heavensbee Games may bring a claim as a plaintiff or class member in a class action, consolidated action or representative action;
• the arbitrator or court cannot combine more than one person’s claim into a single case and cannot preside over any consolidated, class or representative arbitration proceeding; and
• the arbitrator’s or court’s decision or award in one person’s case can only impact the person who brought the claim, not other users of the Services, and cannot be used to decide other disputes with other users.

The Services may link to or otherwise make available third-party products or services, including, but not limited to, through third-party advertisements, connectivity to social media or community services, or payment services. These products and services are subject to the respective third party’s terms and conditions. Please read these third-party terms and conditions carefully as they constitute an agreement between you and the relevant third-party service provider to which Heavensbee Games is not a party. You understand that Heavensbee Games neither endorses nor makes any promises regarding the content, goods or services provided by such third parties. Heavensbee Games is not liable to you for any losses or harm caused by such third parties or any charges you incur in relation to such third parties. You understand that when you provide data to such third parties you are providing it in accordance with their privacy policy (if any).

Heavensbee Games may update these Terms of Use from time to time. By continuing to access or use the Services after updates become effective, you agree to be bound by the updated Terms of Use.

This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable herein or the laws of the jurisdiction in which the breach occurs, the place of jurisdiction to be in the sole discretion of Heavensbee Games Corp.

These Terms of Use set out the entire agreement between you and Heavensbee Games regarding the Services and supersede all earlier agreements and understandings between you and Heavensbee Games.

These Terms of Use shall not be assigned by you to any other person or business entity, by operation of law or otherwise, without the prior written consent of the Heavensbee Games. Heavensbee Games may assign these Terms of Use without your consent. These Terms of Use shall enure to the benefit of and shall be binding upon each party’s respective successors and permitted assigns.

If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of these Terms of Use shall not in any way be affected or impaired.

No waiver of any provision of these Terms of Use shall be valid unless in writing and signed by an authorized representative of Heavensbee Games. A waiver or consent given by an authorized representative of Heavensbee Games on any occasion is effective only in that instance and shall not be construed as a bar to, or waiver of, any right on any other occasion. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

You acknowledge that remedies at law are inadequate to protect Heavensbee Games against an actual or threatened breach of this Agreement by you. Accordingly, in the event of an actual or threatened breach of this Agreement by you, you, without prejudice to any other rights and remedies otherwise available to Heavensbee Games, to the granting of injunctive relief in favor of Heavensbee Games without proof of actual damages and without posting of bond and that you will pay any costs, fees and expenses, including reasonable legal fees, that Heavensbee Games may incur in enforcing this Agreement.

You irrevocably waive all rights to seek injunctive or other equitable relief or to enjoin or restrain the operation of the Services or the games, exploitation of any advertising or other materials issued in connection therewith or exploitation of the Services or any content or other material used or displayed through the Services and agree to limit your claims to claims for monetary damages (if any), limited by Sections “Fees and Purchase Terms” and “Indemnity”.

You agree your use of the Services does not create a partnership, joint venture, agency or any other relationship between you and Heavensbee Games as a result of this Agreement.