These Terms of Sale ("Terms of Sale”) covers the terms and conditions for all purchases of products or services, including software and videogames (whether in a physical storage medium or digital download), in-game currency, additional or downloadable content, season pass, subscriptions, collectibles such as figurines, toys, books, t-shirts and other accessories (collectively, the "Products”) available for sale on the Square Enix Store currently accessible at https://na.store.square-enix-games.com/ (the "Store”). The Store is owned, controlled, or operated by or for: Square Enix, Inc.; Square Enix LLC; Square Enix Limited; or their subsidiaries (we refer to ourselves in these Terms of Sale as “Square Enix,” “we,” “us,” and “our”).
You must affirmatively consent to these Terms of Sale by checking the box and clicking the Place Order button. If you do not agree to all of the terms and conditions in these Terms of Sale, you are not permitted to use, visit, or place an order on the Store.
Please read these Terms of Sale carefully, and take particular care in reviewing these sections:
1. Your Use of the Store.
1.1. Region. These Terms of Sale form a legal contract between you, the person who uses, visits, or makes purchases from the Store ("you”, “your”, or “Customer”) and the Square Enix entity for your geographical region identified below:
1.2. About these Terms of Sale. By visiting and/or placing an order on the Store, by otherwise indicating your acceptance of these Terms of Sale, or by continuing to use the Store after being notified of a material change to these Terms of Sale, you agree to be bound by these Terms of Sale (including its dispute resolution terms), as well as the Square Enix Terms of Service ("Terms of Service”) and the Privacy Notice ("Privacy Notice”) which are incorporated by reference. These Terms of Sale may be modified at any time, and the Store and any information on the Store may be modified, suspended or discontinued, in whole or in part, at any time. If you do not agree and consent to these Terms of Sale, please do not access or place an order on the Store.
1.3. Age Restrictions. To accept these Terms of Sale, you must be and hereby affirm that you are of the legal age of majority in your country of residence or 18 years of age (whichever is older), and have read and consent to the Terms of Service and Privacy Notice. If you are under the legal age of majority in your jurisdiction or 18 years of age (whichever is older), your parent or legal guardian must consent to these Terms of Sale on your behalf. If you are the parent or guardian of children under the age of majority in their jurisdiction or 18 years of age (whichever is older), you agree that you will be responsible for all uses of and/or purchases made on the Store by your child whether or not such uses and/or purchases were authorized by you. You are legally and financially responsible for all actions using or accessing the Store, including the actions of anyone you allow to access the Store or Square Enix Members account ("Store Account”).
1.4. Third Party Services. Use of the Store and Products purchased on the Store may also provide access (paid or unpaid) to content, software, products, platforms, and services operated by companies or entities other than us ("Third Party Services”). If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk, and you understand that by using the Store and Products purchased on the Store you are directing the applicable company or entity to make Third Party Services available to you. You are responsible for your dealings with third parties. When you use the Store or Products to access Third Party Services, the applicable terms of these Terms of Sale and any applicable usage terms associated with the Third Party Services will govern your use of that Third Party Service. We do not endorse any Third Party Services made available or marketed on or through the Store or Products. We do not license any intellectual property to you as part of any Third Party Services and are not responsible or liable to you or others for information or services provided by any Third Party Services or for the results obtained from using them.
2. Store Account.
2.1. Registration. To make a purchase on the Store, you may be required to register a Store Account. By creating a Store Account, in addition to these Terms of Sale, you also accept the terms and conditions of Square Enix Members and the Members Rewards Program ("Members Rewards Program”) incorporated by reference. To create a Store Account, you may be asked to provide your date of birth and country/region, and then provide an email address, a username, name and a password. You must provide accurate, current and complete information about you. We have right to deny the creation of any Store Account for any reason.
2.2. Use of Your Store Account. You are entirely responsible for keeping your Store Account username and password secret. Your Store Account (including all contact and billing information) is strictly personal and you may not sell, transfer, share, or charge others to use your Store Account, username, or password. You agree to notify us immediately if you suspect any unauthorized use of your Store Account. We are not responsible for the use of your Store Account, username, password or for all of the communication and activity on the Store that results from use of your username and password by you, or by any person to whom you may have disclosed your username and/or password in violation of these Terms of Sale, regardless of whether such disclosure was intentional or negligent.
2.3. Termination of Your Store Account. You may terminate your Store Account through the Store ("Subscription”) at any time by contacting the applicable customer support center for your Region (as set forth below in Section 15.2. If we believe your Store Account has been compromised, we may take actions to protect you and us. Such actions may include resetting Store Account passwords and/or canceling, suspending, or restricting Store Account activities or access. We reserve the right to terminate your Store Account if: (a) we determine you violate these Terms of Sale, (b) we close the Store, or (c) for any other reason in our sole discretion. We have no obligation to refund any fees accrued before your Store Account is canceled or terminated. Additionally, if we terminate your Store Account for your breach of these Terms of Sale or any other improper or illegal activity, we will have no obligation to refund you, including for any Subscription fees or any unused funds in your Store Account, and we may terminate any other accounts you have with us. If your Store Account is terminated, whether by you or us, we may restrict or block your access to your Store Account immediately and your information associated with your Store Account may be deleted or otherwise disassociated from you and your Store Account (unless otherwise required by law to retain, return, or transfer it to a third party designated by you).
3. Product Information and Availability.
3.1. Product Information. We try to be as accurate as possible in the descriptions and depictions of the Products available for purchase through the Store, however, there may be errors in the information and pictures displayed to you. Actual Product packaging and materials may contain additional and different information than that displayed on the Store. All photographs, drawings, pictures, renderings, dimensions, specifications, performance data and other information on the Store are provided for general illustrative and informational purposes only and do not constitute a representation or warranty that the Products will conform with the same. Please refer to any manufacturer’s labels, warnings, specifications, directions, and warranty documentation provided with the Product before use to determine your rights and remedies. You should not rely solely on the information presented on the Store. There is no warranty or guarantee that the colors, quality, product descriptions, or other content on the Store is accurate, complete, reliable, current, or error-free.
3.2. Stock Availability. While we make every effort to confirm Products appearing on the Store are available, we cannot guarantee that all items are in stock or immediately available when you submit your order. The Products on the Store are subject to availability, do not constitute an offer by us, and may be removed or revised by us at any time before we accept your order (our acceptance is described in Section 4 below). If a Product is or becomes out of stock, we may cancel or reject your order without liability, and we will also refund any payment that you previously made for that canceled or rejected order, including any shipping or handling charges. Given the popularity of some Products, we reserve the right to limit the quantities of items that can be purchased.
4.1. Your Orders. By clicking “Place Order” (a) you or your parent or legal guardian agree to be bound by these Terms of Sale, (b) you represent that you have provided true and accurate information during the ordering process, and (c) you acknowledge that you have reviewed your order and authorize us or our agent/commissionaire to process your payment method and charge you for your order. Your order request will be transmitted to us when you click “Place Order.” Your order is a binding offer by you to us to purchase the Product(s) in the order at the price and delivery terms stated in the order, and such offer is subject to our acceptance. When you place an order on the Store through our website, you consent to: (y) the use of electronic communications to enter into contract(s) of sale, and (z) receive confirmation notices, sales invoices, and records of transactions electronically. You may withdraw your consent to electronic delivery of notices, but if you do, we may cancel your order. If you do not agree to receive notices electronically, you must stop using the Store. Electronic notices may be available in your Store Account. If you do not have a Store Account, do not have access to your electronic notices, or would like to receive a copy of an electronic notice, we may be able to provide you with copies if you contact the customer support center for your Region. You are responsible for making copies of electronic notices and these Terms of Sale for your own records.
4.2. Order Acceptance. After you place an order, the Store will display a confirmation message and you will receive a confirmation email that we have received your offer to purchase; this is an acknowledgement of your order and not an acceptance by us. We only accept your offer, and conclude each contract of sale for the applicable Product(s) in your order, when we have both: (a) dispatched the Product to you, and (b) received payment of the purchase price of the Product by means of the payment method you provided. We may cancel any pending orders (and any portion of an order for more than one Product) for any reason and at any time before our acceptance if we have not yet shipped the Product(s) to you. We may also require additional information from you before accepting your order. If we accept your order, we may email you a purchase confirmation notice providing relevant details on the purchase and a binding contract will form between you and us. If we are unable to accept your order because a Product is not available, we may notify you when it becomes available again (subject to your consent).
4.3. Order Cancellations. Once you place an order, your orders cannot be canceled or changed online. Please contact the customer support center for your Region if you have any questions concerning your order. If we determine, or have reason to believe, that you are unable to pay for your submitted orders, you fail to pay any amount by the due date, you breach these Terms of Sale, or you have engaged in any fraudulent or criminal activity in connection with your use of the Store, or if we are unable to process payment to the payment method you provided, then we may take any actions we deem necessary to prevent, respond to, or investigate any actual, attempted, or alleged delinquent, fraudulent, deceptive, or illegal activities. For example, we may cancel any and all contracts between us and you, stop any Products in transit to you, suspend any Subscription or ongoing deliveries, and/or notify law enforcement (or another appropriate government agency).
5. Payment Terms.
5.1. Pricing. Prices and discounts available on the Store are subject to change at any time. We try to be as accurate as possible, but automatic order confirmation errors may occur. Please check the automatic confirmation message and order acknowledgement for errors and inform us immediately of any discrepancies. Pricing may be indicated on the Store or order acknowledgment, but if there is any discrepancy, the price in effect based on our internal records at the time of our acceptance shall control. If the price or Product information for an order is incorrect, no matter how the error occurred, we may at our sole discretion notify you of any errors before dispatch and/or cancel your order and refund you the amount you paid.
5.2. Charges. By placing an order and making an offer to complete a transaction on the Store, you agree to pay for all charges for orders made by you or your children, and for orders made through your Store Account (including unauthorized charges). You may pay for an order using only the payment methods displayed on the Store at the time of purchase, and we may change the acceptable payment methods at any time (up to and including the date we dispatch the Product) at our sole discretion. You agree to provide accurate and complete payment information to us or our third party payment processor(s) ("Payment Processor(s)”). You further agree that you are the authorized user of the card, PIN, key, account or other payment method we may identify as acceptable associated with charges for your orders and/or to your Store Account. All transactions may be deemed to be governed by law and regulatory requirements applicable at the time the transaction was completed. You agree that you will not use IP proxying or other methods to disguise the place of your location, whether to circumvent geographical restrictions on game content, to purchase at pricing not applicable to your geography, or for any other purpose. If you do this, we may cancel your order, terminate access to your Store Account, and/or take any other actions we deem necessary in accordance with these Terms of Sale.
5.3. Shipping and Handling, Taxes, and Other Charges. Prices on the Store do not include shipping, and handling, expedited services, or sales taxes, if applicable, which will be added to your total price during the ordering process. You are responsible for paying any shipping and handling charges and any sales taxes or other charges added at the time you complete a transaction. You are responsible for all bank fees related to any transactions or failed transactions (e.g., chargebacks from your bank or credit card provider) initiated by you, including domestic and international transaction fees.
5.4. Customs. Products ordered for delivery outside of the United States may be subject to import duties and taxes levied on the package when it reaches the delivery location. You are solely responsible for any additional charges for customs clearance, and we will not be liable to you for any such charges. It is your responsibility to determine and pay all taxes due. Please be aware that cross-border deliveries are subject to opening and inspection by customs authorities.
5.5. Pre-Orders. For certain Products which are in development and not yet available for dispatch, we may make such Products available on the Store for pre-order. We may charge you the full price of the Product when we accept your offer to pre-order. If we are unable to accept your pre-order because a Product will not be available or is delayed, we may cancel your pre-order and/or notify you when it may become available for pre-order again (subject to your consent).
6.1. Dispatch. We will only dispatch Products once we have received payment in full for the relevant Products in orders accepted by us. For digital Products, you will receive a link in the purchase confirmation email directing you to the Product’s key and allowing you to unlock and download your digital Product.
6.2. Delivery Address. Orders may not be accepted for delivery to certain addresses and territories. If accepted, your order will be delivered to the valid address you provide during the ordering process. Please check the delivery address on any order acknowledgement or purchase confirmation we provide, and notify us of any errors as soon as possible. If you change your delivery address after you submit an order, we reserve the right to cancel your order and/or notify you of any extra costs.
6.3. Shipping. We will ship Products you purchase via the shipping method of our choice, on such other terms and conditions (such as applicable shipping and handling fees) that we may disclose to you at the time of your purchase. We will send you a shipping confirmation email with order information and tracking details. We do not guarantee the services of any shipping service, and delivery dates and times are estimates and are not guaranteed. We will, however, use commercially reasonable efforts to dispatch the Product for delivery within the timeframe indicated on your purchase confirmation. During busy times, such as holiday periods and periods of inclement weather, there may be additional processing and shipping delays. At our discretion, we may choose to halt, or alter, the delivery of an order, even though it is in the hands of a delivery agent or shipping company. We may do this as a customer service or in cases where we suspect fraud. You agree to pay any additional charges that may arise due to circumstances in which we take such action.
6.4. Risk of Loss. We will not be liable to you for any shipping issues, including delays in delivery or loss or damage to a package. Most package carriers have a short time frame to initiate claims. We recommend that you inspect your package for damage immediately upon arrival. If there is a problem, contact the delivery service immediately to resolve any problems. Unless otherwise set forth in these Terms of Sale, risk of loss of or damage to the Products passes to you: (a) for digital Products, when you receive the download link or license key in the purchase confirmation email or other electronic delivery method, and (b) for physical Products, when the Product is dispatched for shipping to the delivery address provided by you.
7. Cancellation and Returns Policy.
7.1. Eligible Returns. For eligible Products, you can cancel your order and make a return request, for any reason, within fourteen (14) calendar days from the day you received the Product if you have not opened the physical Product and/or have not downloaded or launched the digital Product. Certain Products (further explained below) are not eligible for cancellation or returns. Please contact the customer support center for your Region to find out if your Product is eligible for a return. All cancellations and returns must be processed by the customer support center for your Region. To request a cancellation and return, you must first email the customer support center for your Region and specify ‘WITHDRAWAL OF ORDER’ as the reason. The customer support team will respond to you with instructions on how to return your order if eligible. If you do not follow the instructions provided to you by the customer support team, we may refuse your package and return the package to you. If you successfully exercise this right of return, we will reimburse you for the original purchase amount paid, subject to any fees or shipping expenses that you may be responsible for as part of the return process. We only accept returned items that match the Product that you ordered through the Store, when and if the items arrive at the returns destination. We may, at our sole discretion, issue a refund without requiring you to return the Product. If we issue a refund in accordance with this paragraph, we will refund you to the original method of payment used to place the order.
7.2. Incorrect Order or Faulty Products. If you received the wrong Product, a Product not as described to you, or a Product that is faulty or defective, you may reject the item by notifying the customer support center for your Region within seventy-two (72) hours of delivery of the Product. The customer support team will respond to you with instructions on how to return your order and may ask for additional information. We reserve the right to verify and independently test any items returned as faulty. If we verify that the item returned is wrong or faulty, you may request an exchange or refund. We will only be able to process exchanges if the Product is available in stock to replace the item. If we are unable to exchange an item, or refuse to repair or replace an item, we will issue a refund. For verified wrong or faulty returns, except as set forth below, we will either 1) provide you with a return shipping label; or 2) reimburse you up to USD $15.00 for the cost of returning the item to us. We do not cover shipping or customs expenses for returns from outside the continental US, Hawaii, and Alaska.
7.3. Non-Eligible Returns. Except as otherwise required under applicable law, you will not be able to return any Products that: (a) were made to any specifications, instructions, or designs submitted by you or that have been personalized or customized for you; (b) were sealed and you unsealed them after receipt which make the item(s) not suitable for return for health protection and hygiene purposes; or (c) in the case of digital content, you have already redeemed, begun downloading, or have immediate access to.
8. Software License.
8.1. Limited License. If a Product is or includes software ("Software”), the Software is licensed to you, not sold, under a limited, non-exclusive, cancellable, personal, and non-transferable license to install and use one copy of the Software per device on a worldwide basis for use by only one person at a time, in each case for your personal, non-commercial use only and subject to any other license agreement or terms included with such Software or presented during checkout or software installation process ("Additional License Terms.”) In case of a conflict between these Terms and Conditions and any Additional License Terms, the provisions in the Additional License Terms shall prevail.
8.2. Scope of License. The limited license to the Software (i) does not give you any ownership of, or any other intellectual property interest in, any part of the Software, and (ii) may be suspended or terminated for any reason, without advance notice or liability. Your unauthorized use of the Software may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
8.3. Restrictions. In order to use the Software, you must not do any of the following: (i) violate any applicable law or regulation; (ii) use the Software for commercial or political purposes; (iii) copy, scrape, reproduce, redisplay, reverse engineer, decompile, hack, or modify the Software, including any server or network used to provide the Software (except to the extent enforcement of the foregoing is prohibited by applicable law); (iv) access or attempt to access an account that does not belong to you; (v) interfere with another user’s use of the Software; (vi) cheat or create an unfair advantage in the Software or any other Square Enix games or services; (vii) create, develop, modify, distribute, use, promote, advertise, sell, commercialize, or otherwise exploit any unauthorized software, service, tool, or scheme to cheat or create an advantage in any offline, online, or multiplayer modes of the Software or any Square Enix games or services; (viii) interfere with any security feature of the Software; (ix) use an unauthorized server to emulate or access the Software; (x) intercept, mine, or collect information from the Software or its users without authorization; (xi) violate the intellectual property rights or other rights of Square Enix or others; or (xii) remove any trademark, copyright, or other intellectual property notice. We may immediately suspend or terminate your access to the Software if you violate any of these restrictions, or if you otherwise violate these Terms of Sale or the Terms of Service.
8.4. Ownership. All right, title, and interest in and to the Software is the property of Square Enix or our licensors, or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent permitted by applicable law.
9. Governing Law and Venue. Except as stated otherwise, these Terms of Service will be governed by and resolved in accordance with the following:
10. Dispute Resolution.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
Most issues can be resolved quickly and amicably by contacting the customer support center for your Region. If an issue cannot be resolved through customer support, this Dispute Resolution section explains how you and Square Enix agree to resolve any disputes, including (where applicable) by binding, individual arbitration.
Unless you live in the European Union and/or are using the Store in the European Union, or except where otherwise prohibited by your local law, this Dispute Resolution section shall apply to any controversy, allegation, or claim between you and Square Enix that arises out of or relates to these Terms of Sale or your use of the Store or any Product you purchase from the Store (collectively, a "Dispute”). If you are located in the European Union, you may submit a Dispute for online resolution to the European Commission Online Dispute Resolution platform, information on which is currently available at the following link: https://commission.europa.eu/live-work-travel-eu/consumer-rights-and-complaints/resolve-your-consumer-complaint_en.
10.1. Informal Resolution. If you have an issue that our customer support can’t resolve, before starting arbitration you and Square Enix agree to first attempt to resolve the Dispute informally for at least sixty (60) days. Those informal negotiations will start on the day you or Square Enix receive a written Notice of a Dispute as set out below.
If you have a Dispute with us, please send a written notice to the physical mailing address for Square Enix in your Region as set forth above in Section 1, with attention to the "Legal Department” in order to give us the opportunity to resolve the Dispute through informal negotiation ("Notice of Dispute”). Include your name, Store Account name or registered email address you use to access the Store, address, how to contact you, what the problem is, and what you want us to do about it. If Square Enix has a Dispute with you, we will send our Notice of Dispute to any email address and any billing address you have provided us.
Instead of using informal negotiations, you and Square Enix agree that either party may bring an individual action in small-claims court for claims that meet the requirements of small-claims court. If you and Square Enix cannot resolve the Dispute within sixty (60) days or small-claims court, then the aggrieved party may initiate binding arbitration as the sole means to resolve the Dispute in accordance with these Terms of Sale.
10.2. What is Arbitration. Arbitration is an alternative dispute-resolution process and allows us to seek to resolve Disputes without the formality or expense of litigating in court. Any qualifying Dispute between you and us will be submitted to a neutral arbitrator instead of being presented in court to a judge or jury. There is no judge or jury, arbitration is subject to certain confidentiality rules, and judicial review of the arbitration ruling is limited. You and Square Enix agree that whether a dispute is subject to arbitration under these Terms of Sale will be determined by the arbitrator rather than a court. If you wish to opt-out of this binding individual arbitration requirement, you must comply with the opt-out process set forth in the "Opt-Out Right” paragraph below. This binding individual arbitration requirement will not apply to the extent prohibited by the laws of your country of residence.
10.3. Exclusions from Arbitration. To the fullest extent permitted by applicable law, the informal negotiation and individual binding arbitration requirements shall not apply to (i) individual actions duly filed in small claims court of competent jurisdiction on an individual basis; (ii) a complaint or remedy under the EU General Data Protection Regulation; (iii) an action to compel or uphold any prior arbitration decision; (iv) Square Enix’s right to seek injunctive relief against you in a court of law to preserve the status quo while an arbitration proceeds; and (v) the enforceability of the "No Class Actions” paragraph below. Such claims excluded from arbitration under this section are subject to the "Governing Law and Venue” section in these Terms of Sale.
10.4. No Class Actions. THE ARBITRATION OF DISPUTES UNDER THESE TERMS OF SALE WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. Unless both you and Square Enix agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding. The arbitrator may award any relief permitted by applicable law only with respect the individual party seeking relief, but to the maximum extent permitted by applicable law, may not award relief against Square Enix respecting any person other than that individual party seeking relief.
10.5. Opt-Out Right. You have the right to opt out of this binding individual arbitration requirement and class action waiver. If you do not wish to be bound by the binding individual arbitration and class action waiver in these Terms of Sale, you must notify us in writing of your intent to do so within 30 days of the date that you first accept these terms unless a longer period is required by applicable law. Your written notification must be sent to the physical mailing address for Square Enix in your Region as set forth above in Section 1, with attention to the "Legal Department.” Your notice must include (1) your full name; (2) your mailing address; (3) your Store Account name, if you have one; and (4) a clear statement that you do not wish to resolve disputes with Square Enix through arbitration. You are responsible for ensuring our receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt of delivery.
10.6. Binding Individual Arbitration. The arbitration proceedings in this section will be conducted on an individual basis only. You and Square Enix agree to a dispute-resolution process where we submit any Dispute to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your individual claim. The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act, and can be enforced like any other court order or judgment.
10.6.1. Arbitration Rules. You and Square Enix agree that arbitration will be conducted by the Judicial Arbitration Mediation Services, Inc. ("JAMS”) subject to the U.S. Federal Arbitration Act and federal arbitration law and according to the JAMS Streamlined Arbitration Rules and Procedures effective as of the notice of dispute (the "JAMS Rules”) as modified by these Terms of Sale. JAMS uses experienced professionals to arbitrate disputes, which helps you and Square Enix resolve Disputes fairly, but usually more quickly and efficiently than going to court.
10.6.2. Arbitration Procedures. The party starting an arbitration must send JAMS a "Demand for Arbitration” (available on its website), pay a filing fee, and mail a copy of the Demand for Arbitration to the opposing party. If you have a Dispute with us, you will send a copy to the physical mailing address for Square Enix in your Region as set forth above in Section 1, with attention to the "Legal Department.” We will send our copy to your registered email address and any billing address you have provided us. The arbitration will be conducted by a single JAMS arbitrator selected with substantial experience in resolving intellectual-property and commercial-contract disputes. You and Square Enix both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by these Terms of Sale. You and Square Enix agree, and the arbitrator shall issue an order providing, that all notices, pleadings, motions, discovery responses, depositions, testimony, and documents exchanged or filed related to arbitration proceedings be kept strictly confidential.
10.6.3. Notice and Filing. If a Dispute must be arbitrated, you or Square Enix must start arbitration of the Dispute within two (2) years of the events giving rise to the Dispute. If applicable law requires you to bring a claim for a Dispute sooner than two (2) years after the Dispute first arose, you must start arbitration in that earlier time period. We encourage you to tell us about a Dispute as soon as possible so we can work to resolve it. Failure to provide timely notice will permanently bar all claims.
10.6.4. Arbitration Fees. Each party will bear its own arbitration costs as required by the JAMS Rules, provided that if you demonstrate that the arbitration costs are an undue burden, Square Enix will pay as much of your arbitration filing and hearing fees as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation) excluding your attorneys’ fees and costs. Each party will pay its own attorneys’ fees and costs unless, the claim(s) at issue permit the prevailing party to be paid its fees or litigation costs, or the JAMS Rules permit the arbitrator to award fees after finding a claim or defense to have been asserted frivolously, in which case the arbitrator shall award fees or costs as required by the applicable law.
10.6.5. Decision of the Arbitrator. The arbitrator (not a judge or jury) will resolve the Dispute. Any decision or award by the arbitrator shall be final and binding on the parties. Unless otherwise agreed, any decision or award shall set forth the factual and legal basis for the award. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and which the arbitrator determines are supported by credible relevant evidence. Unless otherwise expressly consented by Square Enix, the arbitrator may not award relief against Square Enix respecting any person other than you. Any decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial acceptance of any award and an order of enforcement.
10.6.6. Location of Arbitration. Arbitration may be conducted through the submission of documents, by phone or videoconference, or in person. If an in-person hearing is required, the hearing will occur in either Los Angeles County, California or in the county where you reside.
10.6.7. Continuation. This Binding Individual Arbitration section survives any termination of these Terms of Sale or operation of the Store by or for Square Enix.
10.6.8. Future Changes to Agreement to Arbitrate. Although Square Enix may revise these Terms of Sale, the Terms of Service, the Privacy Notice, the Members Rewards Program, or other agreements or policies at its discretion, Square Enix does not have the right to alter this agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute has accrued.
10.7. Severability. If any clause within this Dispute Resolution section is found to be invalid, unenforceable, or illegal, that clause will be severed and the remainder of this Dispute Resolution section will be given full force and effect. The only exception to this is the "No Class Actions” paragraph. If the "No Class Actions” paragraph is found to be invalid, illegal or unenforceable in its entirety, this entire Dispute Resolution section will be void and unenforceable, and the Dispute will proceed in court. Under no circumstances shall arbitration be conducted on a class basis without Square Enix’s express consent. If, for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Los Angeles County, California. Suits brought in state court may be removed to federal court by either party if permissible by law.
11. Warranty Disclaimer and Limited Hardware Warranty.
11.1. Warranty Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE STORE AND THE PRODUCTS YOU PURCHASE FROM THE STORE ARE PROVIDED TO YOU "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR LICENSORS (COLLECTIVELY, THE "SQUARE ENIX PARTIES") MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES, OR GUARANTEES OF ANY KIND WHATSOEVER AS TO THE STORE, PRODUCTS YOU PURCHASE FROM THE STORE, THIRD PARTY SERVICES, OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THE SQUARE ENIX PARTIES DO NOT WARRANT THAT THE STORE, PRODUCTS YOU PURCHASE FROM THE STORE, OR THIRD PARTY SERVICES WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR FREE OF VIRUSES. TO THE FULLEST EXTENT PERMITTED BY YOUR LOCAL LAW, THE SQUARE ENIX PARTIES DISCLAIM ANY IMPLIED WARRANTIES INCLUDING FOR NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY.
11.2. Limited Hardware Warranty. We warrant to the original consumer purchaser of the Software that the physical storage media containing the Software (the "Goods") will be free from defects in material and workmanship for 90 days from the date of purchase under normal use. If the Goods are found to be defective within 90 days of the original purchase, We agree to replace, free of charge, the applicable defective Goods within the applicable 90 day period, upon our receipt of the Goods (postage paid, with proof of the date of purchase) so long as the Goods are still being manufactured by us. If the Goods are no longer available, we retain the right to substitute similar goods of equal or greater value. This warranty is limited to the Goods, as originally provided by us, and is not applicable to normal wear and tear. This warranty shall not apply if the claimed defect arises through abuse, misuse, mistreatment, or neglect of the applicable Goods. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
Please contact the customer support center in your Region for assistance with the limited warranty above.
12. Limitations of Our Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SQUARE ENIX PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH THE STORE, PRODUCTS YOU PURCHASE FROM THE STORE, OR THESE TERMS OF SALE, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
In the event you have any basis for recovering damages arising from the Store, any Product, or a breach of these Terms of Sale, you agree that your exclusive remedy is to recover from the Square Enix Parties direct damages and the maximum aggregate liability is limited up to an amount equal to $300. You waive any right and agree you will not seek any injunctive or equitable relief, or any court or other action to enjoin the development or exploitation of any Product, the Store, or any other intellectual property owned, licensed, used, or controlled by Square Enix.
13. Your Responsibilities to Us.
To the fullest extent permitted by applicable law, you agree to defend, indemnify, reimburse, and hold harmless the Square Enix Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) your breach or alleged breach of these Terms of Sale; (ii) any information or content provided by you; and/or (iii) your acts or omissions. The Square Enix Parties reserve the right to assume, at our own expense, the exclusive defense and control of any matter subject to indemnification by you, and in such case you agree to cooperate with our defense of any claim.
You are solely responsible for any third party costs you incur to use the Store or Products you purchase from the Store, including any internet or wireless service fees, and maintenance of your devices and connection. You bear all risk of loss for accessing or using the Store or Products you purchase from the Store.
14. Termination. We may modify, suspend, discontinue, substitute, remove, replace or limit your access to any aspect of the Store or your Store Account at any time to the fullest extent under applicable law. We may terminate your access to any aspects of the Store or your Sore Account immediately in the event you violate these Terms of Sale.
15.1. General. These Terms of Sale constitute the entire agreement between you and us for your use of the Store. It supersedes any prior agreements between you and us regarding your use of the Store. We may assign these Terms of Sale, in whole or in part, at any time without notice to you. You may not assign your rights or obligations under these Terms of Sale or transfer any rights to use your Store Account or any Software you download. All parts of these Terms of Sale apply to the fullest extent permitted by applicable law. If any provision of these Terms of Sale is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of these Terms of Sale shall not be affected. Section 10.7 prevails over this section in the event of any inconsistency with it. Any terms that by their nature apply after these Terms of Sale ends shall survive, including rights and licenses you grant to Square Enix, indemnities, releases, disclaimers, limitations of liability, and provisions regarding jurisdiction, choice of law, no class action (if applicable in your country), and mandatory arbitration (if applicable in your country). We reserve the right to investigate and prosecute any suspected breaches of these Terms of Sale or use of the Store. We may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
15.2. Customer Support. For questions and other customer service requests, please contact the relevant customer service center below:
15.3. Feedback. If you post, send, or submit content, unless we indicate otherwise in writing, Square Enix Parties shall have the perpetual, worldwide, non-exclusive, royalty-free, and fully sublicensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content and the name that you submit in connection with such content in any media.
15.4. Remedies. In the event that you breach these Term of Sale, you hereby agree that we would be irreparably damaged if these Terms of Sale were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to obtain equitable remedies with respect to breaches of these Terms of Sale, in addition to such other remedies as we may otherwise have available to us under applicable laws.
15.5. Export Laws. You must comply with all domestic and international import/export laws and regulations (which may be amended from time to time) that apply to the Store and Products purchased on the Store. You agree not to use, export, re-export or otherwise transfer any Product to or allow use of your Store Account by individuals in any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons list and other sanctions lists administered by the Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in, under the control of, or a national or resident of a U.S. restricted or prohibited country or on any OFAC sanctions list.