Cold Sap Games

TERMS OF USE

LAST MODIFIED ON 9/17/22

This Terms of Use (the “Agreement”) applies to the Cold Sap Games LLC’s (“Cold Sap Games”) products and services, which include:

• The “Years of Division” video game.

• The “Years of Division” website located at yearsofdivision.com.

1. Acceptance of Terms

By continuing to use the Service, you agree as follows:

1. You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;

2. You will use the Service in accordance with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by Cold Sap Games from time to time; and

3. You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.

If you do not agree with the terms and conditions in this Agreement, please discontinue all further use of the Service.

2. Cold Sap Games’ License to You

Cold Sap Games grants you a single, non-exclusive, non-transferable and limited personal license to access and use the Service. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Service and, if you sell or otherwise transfer a device on which any part of the Service is installed to a third party, you must remove the Service from such device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Service).

3. Messages from Cold Sap Games

You understand that you may receive business-related communications from Cold Sap Games through the Service or through email, such as product and other announcements, and administrative notices. You agree that these communications are not “unsolicited commercial email advertisements” and you agree to receive them.

Marketing-related email messages will be accompanied by instructions for opting out.

4. Third-Party Platforms

Even though you may have purchased or licensed the Service through a third-party platform, such as Valve’s Steam platform and others (each, a “Third-Party Platform”), none of the Third-Party Platforms or their owners are a party to this Agreement and they have no obligations to you in connection with the Service.

5. Your License to Cold Sap Games; Your Conduct

1. Your Content. Any communications or material of any kind that you email, post, upload, or otherwise transmit to Cold Sap Games or the public on or using the Service, including game modifications and user-generated content, avatars/profile pictures, chat, emails, comments, voice recordings, data, questions, comments, or suggestions are known as your “Content.”

Cold Sap Games does not own your Content. By posting Content, you represent (i) that you are the owner of the Content or have all of the necessary rights to share them, and (ii) give Cold Sap Games permission to use, re-use, copy, adapt, abridge, amend, distribute, modify, translate, publish, perform, display, develop, reproduce, communicate to the public and to make your Content otherwise available in any form and by any media (whether now known or hereafter devised), including through any on-demand or broadcast service, whether on a commercial or non-commercial basis anywhere in the world, including the right to incorporate any suggestions or feedback into the Service as new or updated features, without limitation.

2. Conduct Policy. You are responsible for your conduct as a user of the Service. You agree that you will not engage in conduct (including the sharing of Content) which:

• is threatening, bullying, defamatory, abusive, obscene, extremely violent, lewd, sexually provocative or suggestive, pornographic, or which in any manner could give rise to any civil or criminal liability under applicable law;

• is or could be taken as slurs, hate speech, or attacks on individuals or groups on the basis of race, color, gender, age, religion, national origin, disability, sexual preferences, or gender identity;

• constitutes spam (sending the same message multiple times or to multiple people, or sharing or sending the same content multiple times, will be treated as spam);

• is a solicitation or advertisement for any lewd or inappropriate personal conduct, commercial product, or activity;

• encourages or constitutes behavior that does not support a safe and comfortable environment for all users, which conduct may include but not be limited to bullying, vigilantism, engaging in any conduct or activity that is threatening, harmful, harassing, abusive, vulgar, hateful, defamatory, lewd, sexually provocative, suggestive, or explicit, inflammatory, profane, racially or ethnically objectionable or discriminatory, or in any manner encourages inappropriate, disrespectful, abusive, or unlawful conduct or otherwise makes the Service an uncomfortable experience for anyone;

• restricts, inhibits, or discourages any other user from using the Service;

• hacks, modifies or otherwise makes use of automation software (bots) or any other unauthorized third-party software designed to modify the Service experience;

• violates any local, state, federal or international laws or gives rise to civil liability;

• violates or infringes any third-party rights (including but not limited to copyright, trademark, rights of privacy or publicity, defamation or any other proprietary right);

• imposes an unreasonable or disproportionately large load on the Service or otherwise interferes with the Service;

• is a “chain letter,” or constitutes “junk mail”;

• specifies or claims that that you are affiliated with Cold Sap Games when you are not, including without limitation an “Administrator,” “Moderator,” or any other employee or agent of Cold Sap Games;

• requests login information from other users;

• “spoofs” (use of any means to disguise your online identity or alter original attribute information, including, but not limited to duplicate accounts);

• uses or possesses programs to “crack” the Service or other Internet security tools;

• contains, or uploads files that contain, viruses, Trojan horses, worms, corrupted files or data, or any other similar software or programs that may damage or inhibit the operation of the Service; or

• anything else that Cold Sap Games, in its sole determination, deems offensive or harmful to the Service or to Cold Sap Games’ integrity or business.

6. Support Services

Cold Sap Games may, in its sole discretion, provide you with customer and technical support services related to the Service (“Support Services”). Cold Sap Games is not required to provide Support Services unless otherwise required by applicable law. No failure to provide, or to continue to provide, Support Services will be a default of Cold Sap Games under this Agreement. Any supplemental software code provided to you as part of the Support Services will be treated as part of the Service, and as between you and Cold Sap Games will be and remain the sole property of Cold Sap Games and will be subject to the terms and conditions of this Agreement.

Cold Sap Games customer support may be reached by contacting us at support@yearsofdivision.com. None of the Third-Party Platforms or their owners have any obligation whatsoever, under any circumstances, to provide Support Services with respect to the Service. You agree that you will look solely to Cold Sap Games in connection with Support Services.

7. Modification, Termination, and Monitoring of the Service

Cold Sap Games reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part of the Service) with or without notice at any time. You agree that Cold Sap Games will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

Cold Sap Games reserves the right to monitor use of the Service to determine compliance with this Agreement, as well as the right to edit, refuse to post, or remove any Content, information, or materials, in whole or in part, at our sole discretion. We reserve the right to refuse access to the Service to anyone, for any reason, at any time.

Cold Sap Games may monitor your Content and other communications to evaluate the quality of service you receive, your compliance with the Agreement, the security of the Service, or for other reasons. You agree that such monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Cold Sap Games or its affiliates or agents monitor your Content and other communications and enforces or fails to enforce the terms of the Agreement. In no event will Cold Sap Games or any of its affiliates or agents be liable for any costs, damages, expenses, or any other liabilities incurred by you as a result of monitoring activities by Cold Sap Games or its affiliates or agents.

8. Security of Data Transmission and Storage

Electronic communications using the Service may not always be encrypted. You acknowledge that there is a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between you and Cold Sap Games or between you and other parties. Additionally, your communications and Content on the Service may be publicly available to other parties.

Cold Sap Games and its affiliates and agents are permitted, but not obligated, to review or retain your Content and other communications.

9. Hyperlinks

The Service may contain links to other sites and software applications, including through display advertisements (the “Linked Services”). Cold Sap Games does not control the Linked Services, and Cold Sap Games and its affiliates and agents make no representations whatsoever concerning the content, accuracy, security or privacy of those Linked Services. The fact that Cold Sap Games has provided a link to an external location is not an endorsement, authorization, sponsorship, or affiliation with respect to such Linked Services, its owners, or its providers. There are risks in using any information, software, or products found on the Internet, and Cold Sap Games cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold Cold Sap Games or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on Linked Services.

10. Trademarks and Copyrights

The Service is owned by Cold Sap Games and is protected by United States copyright laws and international treaty provisions. All Service content, trademarks, services marks, trade names, logos, and icons are proprietary to Cold Sap Games. Nothing contained in the Service should be seen as granting any license or right to use any trademark displayed in the Service without the written permission of Cold Sap Games or such third party that may own the trademarks displayed in the Service. Your use of the trademarks displayed in the Service, or any other content in the Service, except as provided in this Agreement, is strictly prohibited.

Intellectual property displayed through the Service is either the property of, or used with permission by, Cold Sap Games. You are prohibited from using or authorizing the use of this intellectual property unless specifically permitted under the Agreement. Any unauthorized use of this intellectual property may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.

11. Copyright Complaints

If you are a copyright owner or their agent, and believe that any content on the Service infringes on your copyrights, you may submit a DMCA notification in writing to our Copyright Agent with the following information described below.

When we receive a notice alleging copyright infringement, we will take whatever action we deem appropriate, within our sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are claimed, a list of those works on the Service;

• Identification of the material that is claimed to be infringing and that is to be removed disabled, reasonably sufficient to permit us to locate the material;

• Information reasonably sufficient to permit us to contact you, such as your email, address, or phone number;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our Copyright Agent may be reached at the following physical or email address:

Copyright Agent

Cold Sap Games LLC

340 S. Lemon Ave. #4589

Walnut, CA 91789

Or by email at: support@yearsofdivision.com

Any user of the Service that repeatedly infringes third party copyright or other intellectual property rights will have their ability to access and use the Service terminated.

12. Disclaimer of Warranties

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer will be limited to the fullest extent of the law.

13. Limitation of Liability

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Cold Sap Games and its affiliates will be limited to the fullest extent permitted by law.

14. Indemnification

You agree to indemnify and hold Cold Sap Games and its affiliates, officers, agents, and employees harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person or entity arising out of your violation of this Agreement, state or federal laws or regulations, or any other person’s rights, including infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including any negligent act, will Cold Sap Games or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Service.

15. Your Personal Information

Certain personal and other information that we collect, process, and share is subject to our Privacy Policy. As a condition of using the Service you agree to the terms of the Privacy Policy, as it may be changed from time to time. You agree that your use of the Service is subject to the Privacy Policy.

16. Disclosures Required by Law

Cold Sap Games reserves the right to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process, or governmental request. Cold Sap Games reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Cold Sap Games to disclose the identity of any user believed to be in violation of this Agreement.

By accepting this Agreement, you waive all rights and agree to hold Cold Sap Games harmless from any claims resulting from any action taken by Cold Sap Games during or as a result of its investigations or from any actions taken as a consequence of investigations by either Cold Sap Games or law enforcement authorities.

17. Legal Compliance

By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

18. Third-Party Beneficiary

You acknowledge and agree that the Third-Party Platforms are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, any of the foregoing third parties will have the right (and will be deemed to have accepted the right) to enforce this Agreement as a third-party beneficiary.

19. Governing Law; Mediation; Jurisdiction

The Agreement, and all future agreements you enter into with Cold Sap Games, unless otherwise indicated on such other agreement, will be governed by the laws of the State of California. This is the case regardless of whether you reside or transact business with Cold Sap Games, or any of its affiliates or agents, in the State of California or elsewhere. Unless a dispute would be governed by the terms of Section 20 below, you agree to submit to the personal and exclusive jurisdiction of the courts located within the city of San Mateo, California, USA.

For EU users only: In the event of a dispute relating to the interpretation, performance, or validity of this Agreement, an amicable solution can be sought before any legal action. You can file your complaint with Cold Sap Games by sending a message via email to support@yearsofdivision.com. In case of failure, you can, within one year of the failed request, have recourse to an Alternative Dispute Resolution procedure by filing an online complaint on the European Commission’s Online Dispute Resolution website: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage . If out-of-court dispute resolutions fail, the dispute may be brought before the competent courts.

20. Binding Arbitration

21. Miscellaneous Terms

1. Agreement Revisions. This Agreement may only be revised in writing by Cold Sap Games, or by Cold Sap Games’ publication of a new version on the Service.

2. Force Majeure. Cold Sap Games is not liable for any delay or failure to perform resulting from causes outside the reasonable control of Cold Sap Games, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Cold Sap Games’ control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

3. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Cold Sap Games because of this Agreement or your use of the Service.

4. Assignment. Cold Sap Games may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without Cold Sap Games’ prior written consent, and any unauthorized assignment by you will be null and void.

5. Severability. If any part of this Agreement is determined to be void, invalid or unenforceable, then that portion will be severed, and the remainder of the Agreement will be given full force and effect.

6. Attorneys’ Fees. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

7. No Waiver. Our failure to enforce any provision of this Agreement will in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

8. Equitable Remedies. You hereby agree that Cold Sap Games would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

9. Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and Cold Sap Games with respect to the Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and Cold Sap Games with respect to the Service.