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OVERVIEW AND DEFINITIONS
The NVIDIA GRID™ Gaming Service (the GRID Gaming Service
) is a revolutionary cloud-gaming platform that enables you to stream a library of PC games from cloud data centers to your NVIDIA SHIELD device. The GRID Gaming Service, which is currently in Preview and free for a limited time for NVIDIA SHIELD owners, includes all features and functionalities, website, and user interfaces, as well as all content and software associated with the service. This agreement (the Terms of Use
) governs your use of the GRID Gaming Service. The GRID Gaming Service is provided by NVIDIA Corporation or its affiliates (collectively, NVIDIA
); the NVIDIA entity that is providing the service to you and with whom you are entering into these Terms of Use may depend on the country from which you sign up for the GRID Gaming Service.
Device
means your SHIELD-branded gaming device or other device explicitly specified by NVIDIA.
Games
means third-party games, selected by NVIDIA, streamed by NVIDIA for play by GRID Gaming Service subscribers / registered users.
Software
means any software and / or applications provided to you by or on behalf of NVIDIA in connection with your use of the GRID Gaming Service.
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BINDING ACCEPTANCE
By accessing the GRID Gaming Service through the SHIELD Hub client software on your Device, downloading or installing the Software, and / or using the GRID Gaming Service in any way, you are indicating that you have read, understand, and agree to be bound by these Terms of Use and acknowledge that you are subject to its terms. This includes incorporated agreements such as the NVIDIA Privacy Policy and Kids Privacy Policy. If you do not agree to and accept these Terms of Use, do not install or use any Software, or register for an account via the SHIELD Hub, or use the GRID Gaming Service in any way.
NVIDIA may, at its sole discretion, change these Terms of Use, including its Privacy Policy and Kids Privacy Policy, which shall be effective immediately for all users who register for an account after such change is posted; provided however, for existing account holders, any such revisions shall, unless otherwise stated, become effective seven (7) days after posting. Any use or continued use of GRID Gaming Service by existing account holders after such seven day notice period indicates your acceptance of the updated Terms of Use.
NOTE: THESE TERMS OF USE CONTAIN A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS OF USE. YOU HAVE THE RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN SECTION 8 BELOW.
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GRID GAMING SERVICE USE LIMITATIONS AND RESTRICTIONS
- The GRID Gaming Service, and any content available through GRID Gaming Service, is available for your personal and non-commercial use for operating your Device with the library of Games provided by NVIDIA. During your subscription to the GRID Gaming Service, NVIDIA grants you a limited, non-exclusive, non-transferable, revocable license to access the GRID Gaming Service and use the Software on your authorized Device, to play the Games and related content (or other content which may be added by NVIDIA in its sole discretion) on a streaming-only basis for that purpose. You further acknowledge and agree that use of the Games may require you to accept separate terms with third party publishers and may be subject to separate additional fees (such as in-game payments). Devices are sold separately and are governed by separate terms and conditions which cover any issues related to your Device and its compatibility with GRID Gaming Service.
- Except for the foregoing limited licenses, no right, title or interest in and to GRID Gaming Service, Software, or Games are granted to you, and NVIDIA and its licensors reserve all rights, interests, and remedies in connection with GRID Gaming Service, Software, and Games.
- You may not sell, rent, sublicense, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the GRID Gaming Service, Software, or Games. Except as stated in these Terms of Use or otherwise expressly permitted by NVIDIA in writing, you may not reproduce or transfer any portion of GRID Gaming Service, Software, or Games. You may not archive, reproduce, distribute, modify, display, perform, publish, license, create any derivative works, attempt to create the source code from the object code, or download or use any GRID Gaming Service, Software, or Games for any purpose other than as expressly permitted (Twitch broadcasting is permitted). You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in connection with GRID Gaming Service, Software, or Games. You agree to use the GRID Gaming Service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein.
- You may not share your account password with any other person. You agree to notify NVIDIA immediately of any unauthorized use of your password or account. GRID Gaming Service, Software, or Games are not licensed to you for resale, public performance, display, distribution or broadcast.
- Only authorized Devices may access the Software and play or stream the Games in any way, and they must do so pursuant to the terms and conditions of these Terms of Service. For instance, you cannot intercept or hack the game stream and access or play the Games on any other device.
- You may not hack, circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the GRID Gaming Service; use any robot, spider, scraper or other automated means to access the GRID Gaming Service; insert any code or product or manipulate the content of the GRID Gaming Service in any way; or, use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the GRID Gaming Service, including any software viruses or any other computer code, files or programs.
- You must be 13 years of age or older, or the age of majority in your province, territory or country (which takes precedence), to become a user of the GRID Gaming Service during the Preview period. Games rated
Mature
are restricted to users who are 18 years of age or older.
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CONTENT
- The availability of Games or other content to play or watch will change or be updated from time to time. The quality of streaming GRID Gaming Service on your Device will vary and be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges. NVIDIA makes no representations or warranties about the quality of your gaming experience.
- NVIDIA does not endorse or assume any responsibility for any Third Party Content, information, materials, products, or services. If you access a third party website from the GRID Gaming Service, you do so at your own risk, and you understand that these Terms of Use and NVIDIA’s Privacy Policy do not apply to your use of such sites. You expressly release, indemnify, and hold NVIDIA harmless from any and all liability arising from your use of any Third Party Content, website, service, or other materials. THIRD PARTY CONTENT IS OWNED OR OPERATED BY THIRD PARTIES THAT MAY NOT BE RELATED TO WITH OR SPONSORED BY NVIDIA AND MAY NOT BE AUTHORIZED FOR USE WITH OUR SERVICE IN ALL COUNTRIES. USE OF THIRD PARTY CONTENT IS AT YOUR OWN OPTION AND RISK.
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TERMINATION
NVIDIA may terminate, suspend or restrict your use of GRID Gaming Service at any time and for any or no reason. The Preview period may end any time as well. Your rights under these Terms of Use will terminate automatically without notice from NVIDIA if you, or NVIDIA suspects you, fail to comply with these Terms of Use or engage in illegal or improper use of GRID Gaming Service or Third Party Content on GRID Gaming Service. Upon the suspension or termination of these Terms of Use, access to GRID Gaming Service or any Third Party Content on GRID Gaming Service will be disabled.
The sole act of termination or suspension of GRID Gaming Service and these Terms of Use by NVIDIA, for any reason, will under no circumstances result in any liability for NVIDIA. You are responsible for backing up all data and content, and acknowledge that NVIDIA has no obligation to store or return any data or content created or used in connection with GRID Gaming Service (including game saves), whether during or after the termination of the operation of GRID Gaming Service.
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TESTING AND PRIVACY
- NVIDIA will test various aspects of the GRID Gaming Service, which may include but is not limited to the related website(s), user interfaces, service levels, plans, promotional features, availability of certain Games, delivery and pricing. By using the GRID Gaming Service you agree that NVIDIA may include you in or exclude you from these tests without notice. NVIDIA reserves the right in its sole and absolute discretion to make changes from time to time and without notice in how it offers and operates the GRID Gaming Service.
- NVIDIA may collect data from your use of the GRID Gaming Service (including from your Device) to improve the performance of the GRID Gaming Service. This data does not constitute personally identifiable information. By using the GRID Gaming Service you agree that NVIDIA may collect and use this data.
- NVIDIA respects the privacy of all visitors to the GRID Gaming Service and is committed to implementing appropriate protections for any personally identifiable information (
Personal Information
) that our users share with us. Please review NVIDIA’s Online Privacy Policy and Kids Privacy Policy, which set forth our policies and procedures regarding our collection, use, and/or sharing of your Personal Information, at http://www.nvidia.com/privacy, the terms of which are incorporated herein.
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DISCLAIMER OF WARRANTIES
THE GRID GAMING SERVICE, SOFTWARE AND GAMES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRID GAMING SERVICE, SOFTWARE, AND GAMES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, NVIDIA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT GRID GAMING SERVICE, SOFTWARE OR THIRD PARTY CONTENT RUNNING ON GRID GAMING SERVICE OR YOUR DEVICE IS OR WILL BE ACCURATE, RELIABLE, ERROR-FREE OR CORRECT; THAT GRID GAMING SERVICE WILL MEET YOUR REQUIREMENTS; THAT GRID GAMING SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT GRID GAMING SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF GRID GAMING SERVICE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF GRID GAMING SERVICE, THIRD PARTY CONTENT, AND CLIENT SOFTWARE.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF USE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS OF USE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
NVIDIA RESERVES THE RIGHT TO UNILATERALLY CHANGE ITS WARRANTIES AT ANY TIME, IN ITS SOLE DISCRETION WITHOUT PRIOR NOTICE. IF MATERIAL CHANGES ARE MADE THEY WILL BE POSTED AT WWW.SHIELD.NVIDIA.COM OR OTHERWISE MADE AVAILABLE FOR REVIEW. YOUR CONTINUED USE OF THE WARRANTED PRODUCT WILL SIGNIFY YOUR ACCEPTANCE OF THESE CHANGES. IF YOU DO NOT ACCEPT MATERIAL CHANGES TO THE AGREEMENT, CONTACT NVIDIA TO TERMINATE THIS AGREEMENT AND ANY CORRESPONDING ACCOUNT(S).
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LIMITATION OF LIABILITY
IN NO EVENT SHALL NVIDIA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR USE ARISING OUT OF OR IN CONNECTION WITH THIS LIMITED WARRANTY, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NVIDIA’S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY NATURE, REGARDLESS OF FORM OF ACTION, SHALL IN NO EVENT EXCEED FIVE HUNDRED U.S. DOLLARS (U.S. $500). SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
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GOVERNING LAW AND YOUR RIGHTS
- These Terms of Use gives you specific legal rights. You may also have other rights which vary from state to state, and jurisdiction to jurisdiction. You hereby agree to all terms of this warranty in the English language. These Terms of Use and all disputes that may arise from it arise out of use of GRID Gaming Service and client software in interstate commerce and shall be governed by the Federal Arbitration Act, in addition to the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER
Arbitration. For any dispute with NVIDIA, you agree to first contact us at by U.S. Mail at NVIDIA Corporation, ATTN: GRID Gaming Service-Legal, 2701 San Tomas Expressway, Santa Clara, California, 95050 and attempt to resolve the dispute with us informally. In the unlikely event that NVIDIA has not been able to resolve a dispute it has with you within 60 days of your original informal claim (or sooner if, in NVIDIA’s opinion, a dispute is not likely to be resolved within 60 days), we each agree to resolve any claim, dispute, or controversy (excluding any NVIDIA claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, Claims), by binding arbitration before an arbitrator from Judicial Mediation and Arbitration Services (JAMS) located in Santa Clara County, California under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com and will require you to pay an initial filing fee of $250.00 (unless you successfully apply for a waiver of this fee from JAMS). All other JAMS costs associated with the arbitration will be borne by the party that loses the arbitration. The arbitration will be conducted in Santa Clara County, California (or the nearest JAMS Office to Santa Clara County), unless you request an in-person hearing in your hometown or you and NVIDIA agree otherwise. The award rendered by the arbitrator may include your costs of arbitration, your reasonable attorneys’ fees and your reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Further, in the event that the arbitrator makes an award in your favor greater than NVIDIA’s last written offer, NVIDIA will pay you the greater of the award or $500, plus twice your reasonable attorney’s fees, if any, and reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration, as determined by the arbitrator or agreed to by you and NVIDIA. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. You may sue under state law in a small claims court of competent jurisdiction without first engaging in arbitration, but you must engage in arbitration before suing under the Federal Magnuson-Moss Act.- Class Action & Jury Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION UNLESS SUCH ARBITRATION IS NECESSARY TO EFFECTUATE THE ENFORCEMENT OF THE COURT CLASS ACTION WAIVER OR IN THE EVENT THAT CLASS ARBITRATION IS EXPRESSLY AGREED TO BY NVIDIA. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, (A) YOU AND NVIDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION; (B) YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR A JURY, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT; AND (C) ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
- Right to Opt Out. YOU MAY OPT OUT OF THE FOREGOING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION OF THIS AGREEMENT BY NOTIFYING NVIDIA IN WRITING WITHIN 30 DAYS OF PURCHASE. SUCH WRITTEN NOTIFICATION MUST BE SENT TO ATTN: GRID GAMING SERVICE-LEGAL, 2701 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA, 95050 AND MUST INCLUDE (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR GRID GAMING SERVICE ACCOUNT NAME, AND (4) A CLEAR STATEMENT INDICATING THAT YOU DO NOT WISH TO RESOLVE DISPUTES THROUGH ARBITRATION AND DEMONSTRATING COMPLIANCE WITH THE 30 DAY TIME LIMIT TO OPT OUT.
If for any reason this agreement to arbitrate is found not to apply to a dispute and as a result a Claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Santa Clara County, California.
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GENERAL
These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by NVIDIA without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
If NVIDIA needs to contact you about GRID Gaming Service, you consent to receive the notices by email. You agree that any such notices that we send you electronically will satisfy any legal communication requirements. NVIDIA is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us (Feedback
), including responses to questionnaires or through postings to GRID Gaming Service, including the NVIDIA website and user interfaces, without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the GRID Gaming Service, and you hereby assign to NVIDIA any and all rights in any Feedback you provide. In addition, you agree not to enforce any moral rights
in and to the Feedback, to the extent permitted by applicable law. If you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you hereby irrevocably waive any claim against NVIDIA and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.
These Terms of Use, together with any amendments and any additional agreements you may enter into with NVIDIA in connection with GRID Gaming Service, shall constitute the entire agreement between you and NVIDIA concerning GRID Gaming Service. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and NVIDIA’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.