Redcell End User License and Service Agreement (“EULA”)

Effective Date: 7/18/2025

This is a legal contract (this “Agreement” or this “EULA”) between you and us, Redcell Games Inc. (“Redcell” or “We”). We developed and own various games including the games listed below (our  “Games”), as well as services and online materials, including websites and online forums, in support of our Games (the “Services” and, together with our Games, our “Offerings”). This Agreement sets out the terms of your access to our Offerings, including your licence to install and play ‎our Games. To confirm, our Games are licensed and not sold, and your access to any of our Offerings is always subject to this Agreement.

By purchasing a licence to, installing, or using one of our Offerings, or by signing up for an account to play or access one of our Offerings (an “Account”), you agree to be bound by this Agreement. If you do not agree to this ‎Agreement, you may not install or use our Offerings.‎

When we refer to our Games, we are collectively referring to any of the following video games as well their related Additional Content (defined below):

  • Animal Valley

Please read this Agreement carefully as it sets out what you are able to do with our Offerings, Redcell’s and your legal obligations to one another regarding our Offerings, and the procedure if there is ever a dispute between you and Redcell regarding our Offerings, including in respect of any Account with us or our service providers. If you have any questions about this Agreement, please contact us at admin@redcellgames.com.

  1. Age Requirements

Each of our Games have age ratings that are clearly indicated in our marketing and where they are sold. You must be at least the minimum age indicated in this rating to purchase a licence to (and therefore play) our Games, and similarly you must meet such minimum age for related Offerings. If you are younger than this minimum age you cannot purchase a licence to our Games or use the related Offerings. If you are younger than this minimum age and make a purchase, we have the right to terminate your licence and/or your access to our Offerings.

Subject to applicable Game age ratings, online Offerings are available to individuals aged 13 or older. If you are at least 13 but under the age of majority in your applicable jurisdiction, you may not register for an Account and/or use the online Offering, unless your parent or legal guardian has reviewed and agreed to these terms. Local laws may also require that children under a certain age are supervised during their use of the online Offerings and/or before any personal data is collected by Redcell. By using any online Offerings, you warrant that you are old enough to use the online Offerings without supervision. If you are under the required age, your parent or legal guardian warrants that they are familiar with any parental controls available within the Offering and are supervising and monitoring your use of the Offering at all times, including to ensure that you do not upload or share any personal data without first obtaining their consent.

Some of our Offerings may not be appropriate for children under a certain age. Where possible, we shall provide an indication of the appropriate age based on the content contained within the Offering.  If you provide date of birth information during the registration process, we shall (where practicable) take steps to prevent your access to features of the Offering which we deem to be inappropriate for your age. The age rating is a guideline only and Redcell shall not be liable in the event that you (and/or your parent and/or your legal guardian) deem such material to be inappropriate for the age rating in all the circumstances. Please be aware that not all features of the Offerings are rated and some may contain adult language and material.

  1. Your Licence To Use Our Offerings

We own our Offerings, including all intellectual property rights in our Offerings. When you purchase a licence to one of our Games, or you access or use our other Offerings, we grant you a limited licence to use that Offering (and, in the case of a Game, to install and run that Game) for ‎your own personal entertainment and not for any commercial use. These limitations apply to your licence ‎our Offerings:‎

  • Limited: Means that you can only use the Offering in accordance with this EULA.
  • Non-exclusive: Means that we can licence the Offering to other people too. ‎
  • Non-transferable and non-sublicensable: Means that you can’t sell, transfer, or share your licence ‎to the Offering to another person unless we agree otherwise.‎
  • Platform Limited (Games): This means that when you purchase a licence to the Game on a particular ‎Third Party Platform (e.g. Apple App Store, Google Play Store, as defined below) you can only install and play the Game ‎through and using that Third Party Platform.‎
  • Revocable: Means that in certain circumstances, all of which are described in this Agreement, we ‎may terminate your licence to the Offering.‎ See Section 14 for more.
  • Personal Entertainment, Non-Commercial Use: Means that your licence only allows you to use the Offering for personal purposes and that you cannot use the Offering to make money in any ‎way; for Games, this means you can only install and run the Game in order to play the Game.‎

“Additional Content” includes Virtual Items (defined later on) as well as updates, expansions, downloadable content, and other additional content we release related to our Games.  Our Games and Additional Content are licensed separately unless we say otherwise (for example, when you purchase a Game and Additional Content bundle).

All Additional Content form part of their respective Game and ‎as such the above licence terms apply to all Additional Content too.

The existence of a particular Offering is not a commitment by Redcell to ‎maintain or continue to make the Offering available in the future. The scope, variety and type of ‎Offerings can change at any time. Redcell has the absolute right to manage, ‎regulate, control, modify or eliminate such Offering at any time as it sees fit in its sole discretion ‎without notice, and Redcell will have no liability to you or anyone for the exercise of such rights.‎ Please refer to Section 15 below for more information about how we may make changes to Offerings or this Agreement.

  1. Buying a Licence to a Game; Registering for Other Accounts

(a) Games Licenses

We only sell (either ourselves or in some cases through other publishers) licences to our Games through third party distribution platforms such as the Apple App Store or the Google Play Store (each, a ‎‎“Third Party Platform”).

In order to purchase a licence to a Game on a Third Party ‎Platform, you must have an account on their Third Party Platform (a “Platform Account”). Platform ‎Accounts are provided and managed by the Third Party Platform owner, not us. These Third Party ‎Platforms have their own terms and conditions and privacy policies which apply to your Platform ‎Accounts and your use of them; including the purchases you make with them (and refunds and similar mechanisms). We don’t have any control ‎over or responsibility for your Platform Account or any terms which may apply to them. ‎ Please review these Third Party Platform’s terms before you make any purchases so that you can fully understand your rights and obligations regarding your purchases. ‎ As such, if you have any questions or concerns about your purchases on a Third Party Platform, including refund requests, please ‎first contact the Third Party Platform from which you purchased your licence.

(b) Registering for Accounts

Any individuals that access any of our online Offerings but are not registered for an Account may be able to see or use the Offering, but may not be able to participate in all of the Offering functionalities.

You may be prompted to register for an Account in a number of ways, including but not limited to:

  • before, during or after the purchase and activation of any Game or other Offering, which may include prompts and notification screens during gameplay or use;
  • by visiting websites or forums operated by, or on behalf of, Redcell and/or its affiliated businesses; or
  • by email (where you are an existing customer of Redcell and your contact details have been collected by Redcell or any of its affiliates).

You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current, and complete. Redcell reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You should create your Account with a strong password, which is different from any password you use for your other online services. The system may remember your sign-in information depending on your browser and/or device settings and whether you select the option to store these settings, which means that you will be automatically signed into your Account for some or all of the Offerings which are available to you. Your password may be reset at any time by clicking on the “Forgotten Password” button on the login screen. A password reset prompt will be sent to the email address registered with your Account.

You must keep your Account secure and keep your Account details confidential. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions.

The information you give us during your registration may be used by Redcell, its affiliated companies and third parties responsible for providing the Offerings and operating your Account. In particular, we may send emails about the features of Offerings that you have purchased or which are available to you as a result of registering and maintaining your Account, as well as information about associated Offerings, to the email address you register.  See Section 5, below, for more information about our Privacy Policy.

We may give you the option to register for your Account using Third Party or social networking services (“SNS“) such as Facebook. With your express consent, we may extract certain personal information that you have provided to the Third-Party Platform and/or SNS (such as your name and email address) from the account you have with the applicable service and use that information to create your Account.  You agree to provide accurate, current, and complete information to the Third Party Platform and/or SNS and to update such information to keep it accurate, current, and complete.

  1. Virtual Items

Some of our Offerings include the option to purchase a licence to in-game currency (“Virtual Currency”), ‎in-game digital items and other virtual, in-game goods and services (collectively with Virtual Currency, “Virtual Items“). Licences to ‎Virtual Items may be obtained as follows: (i) through use of the Offering (such as gameplay within the Game) where such Offering so permits, (ii) through purchase from third parties, such as operators ‎of Third Party Platforms in exchange for “real world” money if you are a legal adult in your ‎country of residence, (iii) through purchase ‎using Virtual Currency in some circumstances, (iv) through exchange of credits or other Virtual Items from the Third Party Platform, so long as such an exchange is permitted by the applicable Third Party Platform and Redcell, ‎or (v) through interaction or participation with certain third-party advertisements and ‎services.‎

Redcell has no control over how Third Party Platforms operate a system of ‎credits or Virtual Items and whether or not such credits or Virtual Items can be exchanged with the ‎Virtual Currency, so this method of obtaining Virtual Currency may not always be available to you. In ‎addition, Redcell has no control over the pricing, payment and billing policies applicable to such ‎purchases from third parties.‎ If you choose to purchase a licence to Virtual Items directly from Redcell or its authorized affiliates (that is, not through a Third Party Platform), you agree to ‎the pricing, payment and billing policies applicable to such fees and charges, as notified to you at ‎the time of purchase. All fees are non-refundable. All fees and applicable taxes, if any, are payable in local currency unless specified ‎otherwise at the time of purchase.

Virtual Items may be consumed or lost by players in the course of gameplay according to the Offering’s rules applicable to Virtual Items, which may vary depending on the associated Offering. The authorized uses and purposes of Virtual Items may change at any time for any reason. Virtual Items associated with your Account may be reduced without notice upon the occurrence of certain events related to your use of the relevant Offering.

You are responsible for all Virtual Item activity through your account, including unauthorized purchases. Redcell reserves the right to correct account balances, adjust perceived value, revoke access, and reverse transactions if fraud or terms violations are suspected.

Virtual Items are digital items with no “real world” cash or other value. Virtual Items may never ‎be redeemed for “real world” money, goods or other items of monetary value from Redcell or any other ‎party. Virtual Items are licensed to you and not sold. Your right to use any Virtual Items that you obtain are limited to a non-exclusive, non-‎transferable, non-sublicenseable, revocable right to use such Virtual Items ‎solely for your personal entertainment and non-commercial use and for no other purpose, consistent with all of our Offerings as set out in Section 2 above. You ‎agree that Redcell has no obligation to refund or otherwise compensate you for any Virtual Items for ‎any reason, including due to the termination of your licence to any Offering or this Agreement, whether voluntary or ‎involuntary. Except for the limited rights described herein, you have no property interest or right or ‎title in or to any such Virtual Items, which remain the exclusive property of Redcell.‎

YOU AGREE THAT ALL PURCHASES OF LICENCES TO VIRTUAL ITEMS ARE FINAL. NO REFUNDS WILL BE GIVEN, ‎EXCEPT IN REDCELL’S SOLE AND ABSOLUTE DISCRETION.‎

VIRTUAL ITEMS HAVE NO REAL-WORLD MONETARY VALUE. THEY ARE NOT PREPAID INSTRUMENTS OR BANK ACCOUNTS, AND CANNOT BE EXCHANGED FOR REAL CURRENCY OR FOR GOOD OR SERVICES OUTSIDE THE OFFERINGS.

Except where explicitly authorized by Redcell in writing, (i) transfers of Virtual Items are strictly prohibited ‎‎(including between different Offerings or Redcell Accounts); (ii) you may not buy or sell any Virtual Items for “real world” ‎money or otherwise exchange items for value; and (iii) Redcell does not recognize any such purported ‎transfers of Virtual Items, nor the purported sale, gift or trade in the “real world” of anything that ‎appears in our Games. Any attempt to do any of the foregoing is in violation of the terms of this ‎Agreement will result in an automatic termination of your rights to use the Virtual Items and may ‎result in the termination of your licence to use our Offerings and/or possible legal action.‎

As stated above, the existence of a particular offer of a licence to Virtual Items is not a commitment by Redcell to ‎maintain or continue to make such licences available in the future. The scope, variety and type of ‎licences to Virtual Items that you may obtain can change at any time. Redcell has the absolute right to manage, ‎regulate, control, modify or eliminate such Virtual Items, including licences thereto, at any time as it sees fit in its sole discretion ‎without notice, and Redcell will have no liability to you or anyone for the exercise of such rights.‎ Please refer to section 15 below for more information about how we may make changes to our Offerings or this Agreement.

  1. Privacy

We respect your privacy and only collect, use and disclose your personal information as described in our ‎Privacy Policy and in this Agreement. When you agree to this Agreement, you also consent to the ‎collection, use and disclosure of your personal information as described in this Agreement and our ‎Privacy Policy at https://redcellgames.com/privacy-policy/. We encourage you to carefully read ‎our Privacy Policy before you agree to this Agreement.‎

  1. Technical Protection Measures

Some of our Games are protected by access controls, anti-cheat/hacking software, or similar protection measures (collectively, “TPMs”).  If TPMs are used, you hereby acknowledge and agree to the following regarding the TPMs:

(a) the installation of the Game will cause the TPMs to be installed on your device;

(b) the TPMs may limit the number of installations of the Game;

(c) the TPMs may install on your device additional components required for copy protection;

(d) during the installation and/or the first launch of the Game, an online connection may be required to activate the Game and the TPMs; and

(e) certain files of the TPMs may remain even after the Game is uninstalled from your device.

In no event shall Redcell be liable to you in connection with the components that may be installed on your device relating to the TPMs. If you disable or otherwise tamper with the TPMs, the Game may not operate properly and you are in material breach of this Agreement.

  1. Communication Features

Redcell may make email, messaging, blogging, or chat (collectively, “Communication Features“) ‎‎available through one of our Offerings, either directly or through a third-party provider.  Redcell is not ‎‎responsible for communications made by other users via the Communication Features.  We are not ‎‎responsible for communications made by you via the Communication Features. You acknowledge ‎‎and agree that your communications made via the Communication Features are public and not ‎‎private communications.  You acknowledge and agree that personal information that you ‎‎communicate via the Communication Features may be seen and used by others and may result in ‎‎widespread distribution of such information.  We strongly encourage you not to disclose any ‎‎personal information in your public communications via the Communication Features unless you ‎‎wish such information to be made permanently available to the public.‎

  1. Your Responsibilities

As a condition of your licence and in connection with our Offerings and any Communication Features, you agree that you must behave decently, respectfully and with consideration for Redcell and other users.  Without limiting that, you will:

  • comply with the terms of this Agreement;
  • When playing Games and otherwise using our Offerings, comply with all laws that are applicable to your use of our Offerings;
  • When playing Games and otherwise using our offerings, comply with any policies or rules that we may publish from time-to-time, including for example community codes of conduct;
  • not hack, reverse engineer, disable, disrupt or interfere with the functioning of our Offerings;
  • not circumvent any TPMs;
  • not use our Offerings in any manner that could damage or impair our Offerings or interfere with any other ‎party’s use and enjoyment of our Offerings (this includes any forms of hacking, cheating or circumvention);‎
  • not harass or threaten any other user of our Offerings or any Redcell employee or representative;‎
  • not impersonate another person, indicate that you are a Redcell employee or representative (if you are not) ‎or attempt to mislead other players by indicating that you represent Redcell in any way;‎
  • not attempt to gain unauthorized access to our Offerings, other accounts, computer systems or networks ‎connected to our Offerings, through hacking, password mining or any other means, including any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Redcell or other generally available third party web browsers;‎
  • not upload to or transmit to us or any other person anything that may be defamatory, fraudulent, threatening, ‎abusive, obscene, pornographic, harmful or invasive of anyone’s privacy, may violate any law ‎including privacy or other laws, or may give rise to civil or other liability;‎
  • not upload or transmit to us anything that may infringe, misappropriate or violate a third party’s patent, copyright, trade mark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
  • not upload to or transmit to us or any other person any data, file or software that contains a virus, Trojan ‎horse, worm, bot keystroke logger, time bomb, cancelbot or other computer programming ‎routines that are intended to damage, interfere with intercept, mine, scrape or expropriate any ‎system, data or personal information relating to our Offerings;‎
  • not use our offerings for spamming, other advertising, or other bulk message transmission, or use the ‎Offering to promote or operate any service or commercial enterprise;‎
  • not use abusive or offensive language during your use of our Offering, including on any forums, chat ‎rooms, or web sites; and without limiting that you will not (i) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (ii) be violent or threaten or promote violence or actions that are threatening to any person or entity; or (iii) promotes illegal or harmful activities or substances;
  • not collect, store or publish any personally identifiable information (name, address, account name, etc.) from the Offerings or related features and services from other users without their express permission;
  • not artificially increase, decrease, or alter ratings, view, or statistics related to the offerings;
  • not give, purchase, sell, bargain, barter, market, trade, offer for sale, sell, license, assign or otherwise divest your rights, responsibilities or obligations under this Agreement, either in whole or in part, without the prior written consent of Redcell (in any event, any such attempts will be void); and/or
  • not encourage, assist or attempt to trick other players into breaking this Agreement.‎

We have zero tolerance for cheating and illegal behavior. ‎In addition to any other remedies we may have, if you breach your responsibilities, we may, in our sole discretion, suspend or revoke your licence to play our Games and/or otherwise use our Offerings.

Some Offerings may, themselves, contain further rules for use that are posted by Redcell or our third party providers (“Rules”).  Those Rules, in addition to this Agreement, will govern your use of such Offering.  Your cooperation in understanding and complying with the Rules is essential to ensure that all users can enjoy their experience with the offerings.

  1. Third Party Links

Redcell may provide links to other third-party websites, applications, or resources through an Offering, either directly or through a third-party provider. Redcell makes no representations whatsoever about any other web site which you may access. Because Redcell has no control over such sites and resources, you acknowledge and agree that Redcell is not responsible for the availability of such external sites or resources and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources and you access these websites at your own risk.

  1. Shutdown of Online Offerings

Redcell reserves the right to stop offering or supporting online Offerings at any time. If this happens, any related account or data you have may be terminated and you may lose your ability to access some or all portions of the Offering (or, if the Offering is related to a Game, some features of that Game), such as earned or purchased licensed to Virtual Items, and User-Generated Content. Redcell shall not be required to provide refunds, benefits, or other compensation in connection with discontinuing such online services. Please refer to section 15 below for more information about how we may make changes to our Offerings or this Agreement.

  1. Interruptions, Errors and Downtime and other Disclaimers

Some of our Offerings have online features or otherwise require internet connections. As with all online services, your access to our online Offerings may be interrupted from time-to-time.  While we work hard to prevent errors, we also don’t promise that our Offerings are error free.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF WARRANTIES. IF YOU ARE A RESIDENT OF SUCH A JURISDICTION, THE FOLLOWING CLAUSES WILL NOT APPLY TO YOU TO STRICTLY TO THE EXTENT PROHIBITED BY LAW  (BUT WILL OTHERWISE BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW).

OUR OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ‎DISCLAIM ALL TERMS, CONDITIONS, GUARANTEES, REPRESENTATIONS AND WARRANTIES ‎‎(EXPRESS, IMPLIED, STATUTORY AND OTHERWISE), IN RESPECT OF OUR OFFERINGS, INCLUDING ‎THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY AND FITNESS FOR A ‎PARTICULAR PURPOSE. WE DO NOT WARRANT THAT ANY OF OUR OFFERINGS WILL BE UNINTERRUPTED OR ‎ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, INTEROPERABLE WITH THIRD PARTY SOFTWARE OR THAT OUR OFFERINGS WILL BE FREE OF ‎VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT.‎

DUE TO VARIATIONS IN HARDWARE, SOFTWARE, INTERNET CONNECTIONS AND INDIVIDUAL USAGE, REDCELL DOES NOT WARRANT THE PERFORMANCE OF ANY OFFERING ON YOUR SPECIFIC DEVICE. YOU ACKNOWLEDGE THAT REDCELL’S OFFERINGS EVOLVE OVER TIME AND THAT YOU MAY BE REQUIRED TO UPDATE THE MINIMUM SYSTEM REQUIREMENTS FOR THE OFFERING IN ORDER TO USE THE OFFERING. YOU FURTHER ACKNOWLEDGE THAT REDCELL HAS THE UNFETTERED RIGHT TO MAKE CHANGES TO ITS OFFERINGS AND MINIMUM SYSTEM REQUIREMENTS AT ANY POINT WITHOUT NOTICE TO YOU.

  1. Limitation of Liability

SOME JURISDICTIONS DO NOT PERMIT LIMITATIONS OF LIABILITY. IF YOU ARE A RESIDENT OF SUCH A JURISDICTION, THE FOLLOWING CLAUSES WILL NOT APPLY TO YOU TO STRICTLY TO THE EXTENT PROHIBITED BY LAW  (BUT WILL OTHERWISE BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW).

IF YOU USE ANY OF OUR OFFERINGS, YOU ‎DO SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ‎ANY DAMAGE OR LOSS, INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER ‎DEVICE OR LOSS OF DATA, THAT ARISES FROM OR RELATES TO ANY OF OUR OFFERINGS.‎ YOU ACKNOWLEDGE AND AGREE THAT YOUR AND REDCELL’S INTENT IS THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH REDCELL IS TO STOP USING THE REDCELL OFFERINGS.

WITHOUT LIMITING THE PREVIOUS SENTENCE, WE WILL NOT BE LIABLE TO YOU FOR ANY ‎DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY ‎DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ‎OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS, ‎INJURY OR DAMAGE AND EVEN IF THAT LOSS, INJURY OR DAMAGE IS FORESEEABLE, AND EVEN IF ANY REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE, ‎RESULTING FROM: (A) THE USE OR INABILITY TO USE ANY OFFERING OR ANY PRODUCT OR ‎SERVICE AVAILABLE THROUGH ANY OF OUR OFFERINGS; (B) UNAUTHORIZED ‎ACCESS TO OR ALTERATION OF YOUR CONTENT, DATA, OR TRANSMISSIONS; (C) STATEMENTS ‎OR CONDUCT OF ANY THIRD PARTY THROUGH ANY OFFERING OR USING ‎ANY PRODUCT OR SERVICE AVAILABLE THROUGH ANY OFFERING; (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY OFFERING NOT BEING EFFECTIVE, ACCURATE OR RELIABLE; (E) ‎ANY OTHER MATTER RELATING TO ANY OFFERING OR ANY PRODUCT OR SERVICE AVAILABLE ‎THROUGH ANY OFFERING. FURTHER, WE WILL NOT BE LIABLE IN ANY WAY ‎FOR ANY LOSS OR DAMAGE TO YOUR ACCOUNT.‎

IF, DESPITE THE LIMITATIONS SET OUT ABOVE AND ALL OF THE TERMS OF THIS AGREEMENT, WE BECOME LIABLE TO YOU IN RESPECT OF ‎AN OFFERING OTHERWISE UNDER THIS AGREEMENT, THAT LIABILITY WILL BE LIMITED TO THE ‎SMALLER OF (A) THE FEES YOU PAID TO US IN RELATION TO THE OFFERING IN THE 3 MONTHS PRIOR ‎TO THE EVENT GIVING RISE TO THE LIABILITY, OR (B) OR CAD$100.‎

  1. Indemnification

Upon request by Redcell, you agree to indemnify, and hold Redcell and its affiliates harmless from all liabilities, claims, losses, costs and expenses, including our legal fees, that arise from (a) your use of, or activities in connection with any Offering (including but not limited to the creation and use of User-Generated Content); or (b) any violation of this Agreement by you.  You agree to cooperate with Redcell in the defence of any such claims including (i) at the request of Redcell, ceasing or taking any action to reduce any potential liability; (ii) providing Redcell with any materials, communications, information, or data relevant to any indemnified claims; and (iii) upon and to the extent requested by Redcell, participating in the defence of any indemnified claims at your own cost.

  1. Termination

Without prejudice to any of our rights under this Agreement or at law or equity, we may (in our sole discretion) terminate this ‎Agreement and your access to any or all Offerings (and may close any Account) immediately if you breach this EULA.‎ Without limiting our right to the foregoing, we may also (in our sole discretion) suspend your access to any online Offering or Account.

You may terminate this EULA at any time by contacting customer services at support@redcellgames.com. DOING SO WILL PERMANENTLY AND IRREVERSIBLY DELETE YOUR ACCOUNT AND ALL VIRTUAL ITEMS ASSOCIATED WITH YOUR ACCOUNT.

If the EULA between you and Redcell is terminated for any reason, that termination applies to any and all Accounts you have. If terminated, all licenses we’ve granted you to the Offerings will automatically terminate, and you must uninstall and delete all copies of the Offerings on your devices. Because your Account is an Offering, this also means that you will lose access to any rankings, trophies, statistics, information, Virtual Items, and other information connected to your Account. UNLESS REQUIRED BY LAW, YOU WILL NOT BE ENTITLED TO ANY REFUND AS A RESULT OF THE TERMINATION OF THIS EULA. This means that if we suspend, limit, or terminate your ability to access one or more Offerings, for violation of the anti-cheating policy or any other aspect of this EULA, we will not provide you with a refund for any prior in-game purchases you have made or for any unused Virtual Items in your account.

IF WE CLOSE ONE OF YOUR ACCOUNTS, (A) UNLESS NECESSARY TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT, OUR PRIVACY POLICY, OR AT LAW, WE WILL PROMPTLY DELETE OR ANONYMISE THE DATA ASSOCIATED WITH YOUR ACCOUNT SO THAT YOU CAN LONGER BE IDENTIFIED; AND (B) YOU WILL NOT BE ABLE TO ACCESS YOUR ACCOUNT NOR USE THE OFFERINGS REGISTERED TO THAT ACCOUNT. WE SHALL NOT BE OBLIGED TO PROVIDE YOU WITH A REFUND FOR ANY UNUSED PORTION OF ANY OFFERINGS, INCLUDING ANY VIRTUAL ITEMS, UNLESS WE ARE REQUIRED TO DO SO BY LAW.

The following provisions of this Agreement will survive any termination, suspension or expiry of this Agreement: Sections 4, 5, 6, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20.

  1. Changes to our Offerings and this Agreement

From time to time, without prior notice, we may in our sole discretion add new features to our Offerings, ‎remove existing features from our Offerings, or otherwise modify or update our Offerings. We may provide ‎updates that must be installed on your device for you to access and use our Offerings. Typically, such updates are handled by the Third Party Platform that provided you with the Offering (for example, updates to a Game purchased on the Steam store are handled by the Steam platform). Where you have enabled any in-Game feature to do so, you also ‎consent to us remotely installing updates to our Games’ software that resides on your device, without ‎further notice.‎

We may revise and modify any provision of this Agreement (including any applicable fees and service charges) at any time. We will provide notice of any changes by presenting a revised Agreement for your review ‎when you first access the Offering after the Agreement changes or by contacting you through your Account or through the email address associated with your Account. We may provide such other notice as we ‎may choose in our sole discretion. Your continued use of the Offering following notice of changes to this ‎Agreement will mean that you accept all such changes. If any change is not acceptable to you, your only ‎recourse is to stop using the Offering.‎ To the extent required by applicable law, we will notify you no fewer than 30 days before such changes come into force. You have the right to refuse this change and cancel this Agreement with us by sending us notice to that effect no later than 30 days after such changes into force.

  1. Injunctive Relief

Because Redcell would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that Redcell shall be entitled, without having to post bond or other security or proof of damages, to take such action as may be required, including seeking an injunction and other equitable remedies, in addition to any other remedies available to it under the applicable law.

  1. Dispute Resolution

Some jurisdictions, do not permit choice of law and choice of forum clauses. If you are a resident of such a jurisdiction, the following clause will not apply to you strictly to the extent prohibited by law (but will otherwise be enforced to the fullest extent permitted by law).

This Agreement and any dispute arising out of or relates to it shall be construed under laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to its conflict of law principles. You irrevocably consent to the exclusive jurisdiction of the courts of competent jurisdiction sitting in the City of Vancouver, Canada however, we may apply to any court of competent jurisdiction worldwide for interim protection or equitable relief such ‎as an interlocutory or interim injunction.‎ You and Redcell agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts. You and Redcell also agree to waive any right to a jury trial.

  1. International Use

Although the Offerings may be accessible worldwide, we make no representation that the Offerings are appropriate or available for use in locations outside of Canada (unless otherwise specified at the time of purchasing and/or registering for the Offering) and accessing them from territories where the content is illegal is prohibited.  Those who choose to access the Offerings from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.  Any offer and/or information made in connection with the Offerings is void where prohibited. Without limiting the foregoing, the Offerings may not be exported or re-exported (a) into (or to a national resident of) any countries embargoed by Canada: or (b) to anyone to whom export is prohibited by law in Canada.  By accessing and using the Offerings, you represent and warrant that you are not located in, under control of, or a national resident of any such country or on any such list.

  1. Miscellaneous

This Agreement represents the complete agreement between you and Redcell concerning our Offerings and supersedes all prior agreements and representations, warranties or understandings between you and Redcell (whether negligently or innocently made but excluding those made fraudulently), regarding the same subject matter.

If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty, disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.  Any failure by us to enforce or exercise any provision of the Agreement or related rights shall not constitute a waiver of that right or provision.

Nothing in this Agreement gives or claims to give to any third party any benefit or right to enforce any term of this Agreement,.  The parties expressly agree that the Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

Redcell may assign this Agreement, in whole or in part, at any time.  You may not assign, transfer or sublicense any or all of your rights or obligations under the Agreement.