PLEASE READ THIS PLAYSTATION®5 SYSTEM SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS.
THIS AGREEMENT IS BETWEEN YOU AND SONY INTERACTIVE ENTERTAINMENT INC. ("SIE"). ACCESS TO OR USE OF THE SYSTEM SOFTWARE IN SIE's PLAYSTATION®5 SYSTEM ("PS5 SYSTEM") IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT'S TERMS. BY USING YOUR PS5 SYSTEM, YOU REPRESENT THAT YOU ARE CAPABLE OF ENTERING INTO A CONTRACT UNDER THE LAWS OF YOUR JURISDICTION AND AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS.
You are accepting this Agreement on your behalf and on behalf of other people who access or use: (i) your PS5 system; or (ii) your PS5 system account or your account on PlayStation ("Account") associated with this PS5 system. You are responsible for other people's use of your PS5 system and for their compliance with this Agreement's terms.
SIE reserves the right, from time to time to change the terms of this Agreement. The most current version of this Agreement will supersede all previous versions.
This Agreement applies to any system software, firmware and Internet browser software and other application software included in your PS5 system and any patches, updates, upgrades or new versions of that system software, firmware and Internet browser software and other application software provided to or made available for your PS5 system through any SIE or Sony service or online network, PlayStation services, SIE website or PS5 game media. All software and firmware described in this paragraph is referred to collectively as "System Software" throughout this Agreement.
All games and other software made available for use with your PS5 system are licensed to you, not sold, pursuant to the PlayStation Software Application End User License Agreement which can be found at https://www.playstation.com/legal/software-eula-.
NOTE: IF YOU ARE A UNITED STATES RESIDENT OR A RESIDENT OF A COUNTRY IN NORTH, CENTRAL OR SOUTH AMERICA, TO THE FULLEST EXTENT PERMITTED BY LAW, THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN SECTION 8.1 THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO ANY "DISPUTE" (AS DEFINED IN SECTION 8.1) BETWEEN YOU AND A "SONY ENTITY" (AS DEFINED IN SECTION 8.1). YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN SECTION 8.1.
1. LICENSE GRANT
Subject to this Agreement's terms, SIE grants you a non-exclusive, non-commercial right to use System Software solely on your PS5 system. Your rights to use previous versions of System Software other than the current version of System Software terminates as soon as you can receive or have the most current version of System Software installed on your PS5 system.
Certain license terms for SIE-licensed, third-party software or service may require that SIE provide you with notices and license terms for that third-party software or service. These notices and license terms are available to you at https://doc.dl.playstation.net/doc/ps5-oss/ or any other place which SIE thinks appropriate.
All rights to use System Software are granted by license only, and you are not granted any ownership rights or interests in System Software. SIE and its licensors retain all intellectual property rights in System Software. All use of or access to System Software is subject to this Agreement's terms and applicable intellectual property laws. Except as this Agreement expressly grants, SIE and its licensors reserve all rights in System Software.
2. RESTRICTIONS
You may not lease, rent, sublicense, publish, modify, patch, adapt or translate System Software. You may not reverse engineer, decompile or disassemble System Software, create System Software derivative works, or attempt to create System Software source code from its object code. You may not (i) use any unauthorized, illegal, counterfeit or modified hardware or software with System Software; (ii) use tools to bypass, disable or circumvent any PS5 system encryption, security or authentication mechanism; (iii) reinstall earlier versions of the System Software ("downgrading"); (iv) violate any laws, regulations or statutes or rights of SIE or third parties in connection with your access to or use of System Software; (v) use any hardware or software to cause System Software to accept or use unauthorized, illegal or pirated software or hardware; (vi) obtain System Software in any manner other than through SIE's authorized distribution methods; or (vii) exploit System Software in any manner other than to use it with your PS5 system according to the accompanying documentation and with authorized software or hardware, including use of System Software to design, develop, update or distribute unauthorized software or hardware for use in connection with your PS5 system.
These restrictions will be construed to apply to the greatest extent permitted by the law in your jurisdiction.
3. SERVICES AND UPDATES; THIRD PARTY AGREEMENTS AND CONTENT
SIE may provide you with certain System Software updates, upgrades or services. Some updates, upgrades or services may be provided automatically when you sign in with your Account and others may be available to you through SIE's website or authorized channels. You consent to SIE providing you these automatic updates, upgrades and services. Services may include the latest update or download of a new release of System Software containing security patches, new technology or revised settings and features that may prevent access to unauthorized or pirated content or prevent use of unauthorized hardware or software in connection with your PS5 system. These updates, upgrades and services may have effects on the functionality of your PS5 system, and SIE is not responsible to you for any such effects or any harm caused by the installation process.
You must install or have installed the most current version of System Software as soon as you reasonably can. Some updates, upgrades or services may change your current settings, cause a loss of data or content or cause functionality or feature loss. SIE recommends that you regularly back up all data that you can.
Third parties may make other services or content available to you, and they may require you to accept their separate terms and conditions and privacy policy. System Software may refer to, display or provide you with links to websites or content that third parties independently operate or maintain ("Third Party Content and Links").
SIE and its affiliated companies do not control or direct Third Party Content and Links nor do SIE and its affiliated companies monitor, approve, endorse, warrant or sponsor any Third Party Content and Links. SIE and its affiliated companies have no liability to you for any Third Party Content and Links. Your reliance on any Third Party Content and Links is at your own risk, and you assume all responsibilities and consequences resulting from your reliance.
Please see your PS5 system documentation for information on possible access controls to Third Party Content and Links via your PS5 system's or PlayStation’s parental controls.
4. COLLECTION OF INFORMATION/ AUTHENTICATION
All data collected from this PS5 system is processed in accordance with the SIE Privacy Policy for your region. For more information about what personal information is collected, why it is collected, where and how it is processed, who it is shared with, and your legal rights, please see the SIE Privacy Policy for your account country, which can be accessed from your device settings or by visiting www.playstation.com/legal/privacy-policy. For residents in the European Union, for more information regarding the data generated by your connected product(s) and related service(s) and to learn more about how to request that data, please see the SIE Pre-Contractual Notice by visiting https://www.playstation.com/legal/eu-data-act/.
To the fullest extent permitted by law, residents of the United States, countries in North, Central, or South America, Japan or country/area located in East Asia or Southeast Asia, you hereby waive any rights or expectation of privacy, confidentiality, or publicity for any information in your gameplay or communications via your PS5 system, except as described in the PS5 User's Guide and Privacy Policy for your region.
5. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
System Software is provided "AS IS" without any express or implied warranties, except as provided for under your statutory consumer rights under applicable local laws. SIE, its affiliated companies and licensors expressly disclaim any implied warranty of merchantability, warranty of fitness for a particular purpose and warranty of non-infringement.
IN NO EVENT ARE SIE, ITS AFFILIATES AND LICENSORS LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFIT, OR ANY LOSS OR DAMAGE, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, HOWEVER ARISING, AS A RESULT OF ACCESSING OR USING SYSTEM SOFTWARE. SO LONG AS THIS PROVISION IS ENFORCEABLE IN YOUR JURISDICTION, THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME COUNTRIES DO NOT ALLOW FOR THE ABOVE EXCLUSIONS OR LIMITATIONS, SO THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
IF YOU RESIDE IN JAPAN OR COUNTRY/AREA LOCATED IN EAST ASIA OR SOUTHEAST ASIA AND IN CASE SIE, ITS AFFILIATES AND LICENSORS ARE LIABLE, REGARDLESS OF WHETHER THE LIABILITY IS ANY LOSS OF DATA, LOSS OF PROFIT, OR ANY LOSS OR DAMAGE, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, HOWEVER ARISING, AS A RESULT OF ACCESSING OR USING SYSTEM SOFTWARE, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THEIR LIABILITY WILL BE LIMITED TO DIRECT DAMAGES SUFFERED BY YOU UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR PS5, UNLESS SIE, ITS AFFILIATES AND LICENSORS HAVE BEEN WILLFULLY OR GROSSLY NEGLIGENT. SO LONG AS THIS PROVISION IS ENFORCEABLE IN YOUR JURISDICTION, THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME COUNTRIES/AREAS DO NOT ALLOW FOR THE ABOVE EXCLUSIONS OR LIMITATIONS, SO THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
If you are in Europe, Middle East, Africa, Australia, Oceania, India, the Russian Federation or Ukraine the following applies to you:
5.1. You may have rights under applicable local laws that cannot be excluded, limited or changed. Those rights take priority over anything in this Agreement, including in this clause 5.
5.2. This Agreement does not:
5.2.1. affect any statutory guarantees or warranties you have as a consumer under local applicable laws (such as your rights if the System Software is faulty);
5.2.2. exclude or limit our liability in any way for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
5.2.3. exclude or limit our liability in any way for our deliberate breach, fraud, fraudulent misrepresentation or gross negligence; or
5.2.4. exclude or limit our liability in any way unless we are allowed to do so under your applicable local laws.
5.3. Subject to clause 5.1 and 5.2, our liability to you is limited to the price you paid for the hardware associated with the System Software that gave rise to the liability.
6. VIOLATION OF AGREEMENT; TERMINATION OF RIGHTS AND SIE REMEDIES
If SIE determines that you have violated this Agreement's terms, SIE may itself or may procure the taking of any action to protect its interests such as disabling access to or use of some or all System Software, disabling use of this PS5 system online or offline, termination of your access to PlayStation services, denial of any warranty, repair or other services provided for your PS5 system, implementation of automatic or mandatory updates or devices intended to discontinue unauthorized use, or reliance on any other remedial efforts as reasonably necessary to prevent the use of modified or unpermitted use of System Software.
SIE, its affiliates and licensors reserve the right to bring legal action in the event of a violation of this Agreement. SIE may participate in governmental or private legal action or investigation relating to your use of System Software.
7. EXPORT CONTROL AND COMPLIANCE WITH LAWS
System Software may contain technology that is subject to certain restrictions under export-control laws and regulations. As such, your PS5 system may not be exported or re-exported to persons and entities in violation of these laws and regulations. You must comply with these laws when using System Software.
8. BINDING ARBITRATION FOR CERTAIN RESIDENTS
8.1. Residents of Americas Region
The following terms in this Section 8, to the fullest extent permitted under applicable local law and except where prohibited for individuals resident in the Province of Quebec, only apply to you if you are a resident of the United States or a country in North, Central, or South America.
8.1.1. Purpose.
The term "Dispute" means any dispute, claim, or controversy between you and SIE, Sony Interactive Entertainment LLC, or any of its current or former affiliates, including parents or subsidiaries, and any predecessor or successor entity to any of the foregoing, (collectively, "Sony Entities") regarding any and all uses of System Software, including but not limited to, the collection, use, storage or disclosure of data resulting from any use of System Software, whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this "BINDING INDIVIDUAL ARBITRATION" section (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced. If you have a Dispute with any Sony Entity or any of a Sony Entity’s officers, directors, employees and agents that cannot be resolved through negotiation within the time frame described in the "Notice of Dispute" clause below, you and the Sony Entity that you have a Dispute with agree to seek resolution of the Dispute only through arbitration of that Dispute in accordance with the terms of this section, and not litigate any Dispute in court, except for those matters listed in the Exclusions from Arbitration clause. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.
8.1.2. Exclusions from Arbitration.
You or any Sony Entity can bring claims in your local small claims court, if the rules of that court allow it. Additionally, if the claims asserted in any request or demand for arbitration could have been brought in small claims court, then either your or the Sony Entity you have a dispute with may elect to have the claims heard in small claims court, instead of in arbitration, at any time before the arbitrator is appointed, by notifying the other party of that election in writing. Any dispute about whether a claim qualifies for small claims court will be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding will remain closed unless and until a decision by the small claims court that the claim should proceed in arbitration.
To the extent you or a Sony Entity seeks public injunctive relief (i.e., injunctive relief that has the primary purpose and effect of prohibiting acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in court and not in arbitration. All parties agree that the litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
8.1.3. Opt-Out Right.
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO 2207 BRIDGEPOINTE PARKWAY, SAN MATEO, CA 94404, ATTN: LEGAL DEPARTMENT/ARBITRATION AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR PLAYSTATION SERVICES ONLINE ID, IF YOU HAVE ONE, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH ANY SONY ENTITY THROUGH ARBITRATION.
If you opt out in accordance with the provisions of this section, it will not affect the validity of any other agreement to arbitrate between you and any Sony Entity. Thus, if you opt out of this agreement and at the time of your opt out you were bound by an existing agreement to arbitrate Disputes between you and any Sony Entity, that existing arbitration agreement will remain in full force and effect.
8.1.4. Notice of Dispute.
IF YOU HAVE A DISPUTE WITH ANY SONY ENTITY, YOU MUST FIRST SEND WRITTEN NOTICE TO 2207 BRIDGEPOINTE PARKWAY, SAN MATEO, CA 94404, ATTN: LEGAL DEPARTMENT – DISPUTE RESOLUTION, TO GIVE THE SONY ENTITY YOU HAVE A DISPUTE WITH THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. This written notice must contain: (1) your name; (2) your PlayStation Services online ID; (3) a description of the problem, including relevant documents and supporting information; and (4) a description of the relief you are seeking, including a good-faith estimate of any damages suffered. You and the Sony Entity you have a Dispute with agree to negotiate resolution of the Dispute in good faith for no less than 60 days after you provide notice of the Dispute with the required information. If the Dispute is not resolved within 60 days from receipt of the notice of the Dispute, you or the Sony Entity you have a Dispute with may pursue your claim in arbitration or small-claims court pursuant to the terms in this section.
8.1.5. Class Action Waiver.
YOU AND THE SONY ENTITY WITH WHICH YOU HAVE A DISPUTE AGREE THAT ARBITRATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS OR REPRESENTATIVE ACTION, UNLESS BOTH YOU AND THE SONY ENTITY WITH WHICH YOU HAVE A DISPUTE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
8.1.6. Initiation of Arbitration/Selection of Arbitrator.
If you or the Sony Entity you have a Dispute with elect to resolve your Dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association ("AAA"), www.adr.org. The terms of this section govern in the event they conflict with the rules of the arbitration organization selected by the parties.
8.1.7. Arbitration Procedures.
Because the software and/or service provided to you by the Sony Entity you have a Dispute with concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, applicable federal or state law may also apply to the substance of any Disputes. For claims of less than $75,000, the AAA’s Consumer Arbitration Rules shall apply, except to the extent any of those rules conflict with the terms of this Agreement; for claims seeking over $75,000, the AAA's Commercial Arbitration Rules shall apply, except to the extent any of those rules conflict with the terms of this Agreement. The AAA rules are available at www.adr.org or by calling 1-800-778-7879.
The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a representative of the Sony Entity you have a dispute with shall appear at the administrative conference via video conference or telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
Payment of all filing, administrative, and arbitrator fees will be governed by the AAA Rules. The party initiating the arbitration is required to pay an initial filing fee, but if you are the party who initiates arbitration, then the Sony Entity you have a dispute with will reimburse you for the filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in federal or state court in your county of residence. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with the Sony Entity you had a Dispute with as described above, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to the Sony Entity you have a Dispute with or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. The award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
8.1.8. Batch Arbitration.
The parties mutually agree to abide by the following Batch Arbitration procedure in the event that 50 or more similar individual arbitration demands are filed against the same Sony Entity with the assistance of the same law firm(s). Under the Batch Arbitration procedure, the AAA will (i) administer the arbitration demands in batches of 50; (ii) provide for the administration of each batch as a single consolidated arbitration with one set of filing and administrative fees per side per batch; and (iii) appoint a single, different arbitrator for each batch, subject to any applicable disclosure and disqualification procedures available under applicable law. Arbitrators appointed pursuant to this Batch Arbitration procedure will issue separate awards for each individual claimant. Arbitrations administered pursuant to this Batch Arbitration procedure may be administered and proceed concurrently to the extent administratively feasible. You and the Sony Entity you have a dispute with agree to work in good faith throughout the Batch Arbitration process to streamline procedures, increase efficiencies, and seek to resolve Disputes.
8.1.9. Arbitration Location.
You or the applicable Sony Entity may initiate arbitration in either San Mateo County, California or the United States county in which you reside. In the event that you select the county of your United States residence, the Sony Entity may transfer the arbitration to San Mateo, County in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.
8.1.10. Severability.
If any clause within this arbitration agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this section, and the remainder of this arbitration agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable in its entirety, this entire arbitration agreement will be unenforceable, and the Dispute will be decided by a court.
8.2 Residents of Mainland China, Macau, and Hong Kong
If you reside in Mainland China, Macau, or Hong Kong, you agree to refer any Dispute to final binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
9. GOVERNING LAW AND VENUE
If you reside in Japan or country/area located in East Asia or Southeast Asia (APAC Region), this Agreement is governed by, construed and interpreted in accordance with the laws of Japan except for its conflict of law rules. Except as described in Section 8, any dispute arising under or in relation to this Agreement shall be exclusively submitted to the Tokyo District Court in Tokyo, Japan.
If you reside in Europe, Africa, Asia (except APAC Region), Australia/Oceania, and the Middle East, this Agreement is governed by, construed and interpreted in accordance with English Law but you will have the additional protection of the mandatory laws of the country you live in.
If you reside elsewhere, this Agreement is governed by, construed and interpreted in accordance with the laws of the State of California except for its conflict of law rules. If you are a resident of the United States, any Dispute not subject to arbitration and not initiated in small claims court must be litigated in a court of competent jurisdiction in either the Superior Court for the State of California in the County of San Mateo or in the United States District Court for the Northern District of California.
10. GENERAL LEGAL
You are bound by this Agreement's most current version. To access a printable, current version of this Agreement, go to https://www.playstation.com/legal/ps5-ssla/. Your continued access to or use of System Software will signify your acceptance of the latest version of this Agreement.
If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You acknowledge that your breach of this Agreement would cause irreparable injury to SIE for which monetary damages would not be an adequate remedy and that SIE is entitled to equitable relief in addition to any other remedies it may have under law.
Sections 2 and 4 through 10 will survive any termination of this Agreement.
This Agreement constitutes the entire agreement between you and SIE with respect to System Software and supersedes all prior or contemporaneous understandings regarding its subject matter. No failure to exercise and no delay in exercising any right under this Agreement operates as a waiver of that right. SIE may assign any of its rights under this Agreement, including its rights to enforce this Agreement's terms, to any SIE affiliate.
