End User License Agreement
This End User License Agreement ("Agreement") is a binding legal agreement between you (either an individual or a single entity) and JanusVR Inc. ("Licensor"). If you are entering into this agreement on behalf of your employer, or your client (and you have the legal authority to sign contracts on their behalf), then "you" refers to that entity. If not, then this agreement binds you personally. Please read this Agreement carefully before clicking the "I Agree" button, and downloading, installing, accessing or using the Application (as defined below). Your access to and use of the Application, or any part thereof, is conditioned on your acceptance of and compliance with the terms and conditions of this Agreement ("Terms"). If you have previously downloaded, installed, accessed or used the Application, your continued access to and use of the Application, or any part thereof, is conditioned on your acceptance of and compliance with the Terms and these Terms are deemed to apply retroactively to your previous downloading, installation, access and use of the Application. By clicking the "I Agree" button and downloading, installing, accessing or using the Application, or any part thereof, you are agreeing to be bound by the Terms. If you do not agree to the Terms, do not click on the "I Agree" button and do not download or use the Application, or any part thereof.
- "Application" means any Licensor software, program or application for, without limitation, providing a virtual reality web browser experience, and which may be downloadable from websites operated by Licensor or others, including but not limited to http://www.janusvr.com/. The Application includes any items incorporated within Licensor's software, program or application (including any images, photographs, clipart, libraries, and examples). The Application further includes any items related to the software, program or application (including any application program interface, tool, code, plugin, importer, exporter, or executable).
- "User Derived Data" means material including, without limitation, text, data, information, images, audio material, video material and audio-visual material that you submit to the Application, for whatever purpose, or that is generated or derived from, or related to, your use of the Application.
- "User Provided Assets" means material including, without limitation, text, data, information, images, audio material, video material and audio-visual material that you submit to the Licensor to be incorporated into future releases and/or downloads of the Application. For greater certainty, User Provided Assets does not include your own website or its contents to the extent that you have not explicitly submitted copies of such website or its contents to the Licensor to be incorporated into future releases and/or downloads of the Application.
Subject to these Terms, unless and until this Agreement is terminated, Licensor grants you a limited, personal, non-exclusive, non-transferable, non-assignable, non-transferable, non-sublicensable, revocable licence to download, install, access and use the Application solely for your personal purposes. For greater certainty, Licensor does not transfer any right, title or interest in and to the Application to you; the licence granted to you is not a sale. As between you and Licensor, Licensor is, and shall be, the sole and exclusive owner of the entire right, title and interest in the Application, inclusive of all enhancements, changes, derivative works, modifications and customizations to the Application, existing now or in the future, and all intellectual property rights therein and/or attached thereto.
- Intellectual Property Rights Restrictions
Licensor retains all rights not explicitly granted herein. For greater certainty, and without limiting the generality of the foregoing, you agree not to, and you will not permit others to: a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise exploit the Application or make the Application available to any third-party whether for commercial or non-commercial purposes. The Application contains copyrighted material, trade secrets and other proprietary material. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile Application, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Nor can you create any derivative works or other works that are based upon or derived from Application in whole or in part. Notwithstanding the foregoing, if you do create any derivative works or other works that are based upon or derived from the Application in whole or in part you agree to assign, and do hereby assign, any rights, title and interest you may have or acquire in and to all enhancements, changes, derivative works, modifications and customizations to the Application. Licensor's name, logo, trademark, brand, and graphics file, if any, that represent Application or Licensor shall not be used by you in any way, unless otherwise expressly agreed in writing by Licensor. Copyright law and international copyright treaty provisions protect all parts of the Application. No program, code, part, image, audio sample, or text may be copied or used in any way by the user except as intended within the bounds of the Terms. All rights not expressly granted hereunder are reserved for Licensor.
- User Derived Data and User Provided Assets
You grant to Licensor a worldwide, irrevocable, non-exclusive, sub-licensable, royalty-free license to use, reproduce, adapt, publish, translate and distribute the User Derived Data in any existing or future media. You also grant to Licensor the right to bring an action for infringement of these rights. Licensor may also use this information to provide notices to you which may be of use or interest to you. Licensor shall notify you when submitting User Provided Assets that such material is considered and deemed to constitute User Provided Assets. Such notification may be provided by a dialog box or other software prompt containing text indicating that material being provided is considered and deemed to constitute User Provided Assets. You hereby irrevocably assign to Licensor all of your right, title and interest in and to the User Provided Assets. You hereby waive all your moral rights to such User Provided Assets. The User Derived Data and User Provided Assets must not be illegal, unlawful or the subject of any threatened or actual legal proceedings, must not infringe any third-party or Licensor's legal rights, and must not be capable of giving rise to legal action whether against you or Licensor or a third-party under any applicable law. Licensor reserves the right to edit or remove any User Derived Data and User Provided Assets from the Application. Notwithstanding Licensor’s rights to the User Derived Data and User Provided Assets, Licensor does not undertake to monitor the submission of User Derived Data and User Provided Assets to the Application or Licensor, as the case may be.
- Links to Other Web Sites
The Application may contain links or enable access to third-party web sites or services that are not owned or controlled by Licensor. Licensor has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Licensor shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We advise you to read any terms and conditions and any privacy policies of any third-party web sites or services that you visit.
- Use of Third Party Visualization Tools
The Application may be accessed through third party display technologies, such as but not limited to virtual and/or augmented reality headsets and displays. You acknowledge that use of such third party display technologies may cause nausea, queasiness, or other discomfort, illness, injury or even death. Licensor makes no representations or warranty as to the accessing or use of the Application using any such third party display technology. You agree and acknowledge that your use of such third party display technologies is solely at your risk and you hereby waive any claim you may be entitled to make against Licensor which is related in any way to access or use of the Application on such third party display technologies.
- Modifications to Application
Licensor reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.
- Term and Termination
This Agreement shall remain in effect until terminated by you or Licensor. Licensor may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. You may terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your desktop. Your rights under this Agreement will terminate immediately, without prior notice from Licensor, in the event that you fail to comply with any provision of these Terms. Upon termination of this Agreement, you agree to immediately cease any and all use of the Application and destroy all copies of the Application downloaded or otherwise obtained under this Agreement, or otherwise stored on your mobile device or your desktop. Upon termination of this Agreement, you agree to immediately cease any and all use of Licensor's name, logo, trademark, brand, and graphics file, if any, that represent Application or Licensor.
- Release and Indemnification
You release Licensor, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes by reason of use of Application. You agree to defend, indemnify and hold harmless Licensor, its contractors and its licensors, and their respective directors, officers, employees and agents from and against any and all third-party claims and expenses, including attorneys’ fees, arising out of your use of the Application.
EXCEPT AS OTHERWISE EXPRESSLY STATED, THE USE OF APPLICATION IS PROVIDED "AS IS," AND LICENSOR, ITS CONTRACTORS AND ITS RESPECTIVE LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, LICENSOR, ITS CONTRACTORS AND ITS RESPECTIVE LICENSORS MAKE NO REPRESENTATION OR WARRANTY THAT APPLICATION IS FREE FROM ERROR OR SUITABLE FOR ANY PURPOSE; NOR THAT THE USE OF SUCH CONTENT WILL NOT INFRINGE ANY THIRD-PARTY COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT THROUGH LICENSOR'S WEBSITES AT YOUR OWN DISCRETION AND RISK, AND THAT LICENSOR, ITS CONTRACTORS AND ITS RESPECTIVE LICENSORS WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH CONTENT. EXCEPT AS OTHERWISE EXPRESSLY STATED, IN NO EVENT WILL LICENSOR, ITS CONTRACTORS OR ITS RESPECTIVE LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, REGARDLESS OF THE BASIS OR NATURE OF THE CLAIM, RESULTING FROM ANY USE OF THE APPLICATION, OR THE CONTENTS THEREOF OR OF ANY HYPERLINKED WEB SITE, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHERWISE, EVEN IF LICENSOR, ITS CONTRACTORS OR ITS RESPECITVE LICENSORS WERE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
- Governing Law
This Agreement and the provision of the Application shall be governed, interpreted, construed and enforced according to the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflicts of laws principals thereof, and treated in all respects as an Ontario contract. You agree that all disputes and claims arising out of this Agreement or otherwise relating to or arising out of the provision of the Services shall be brought exclusively in the courts situated in the City of Toronto in the Province of Ontario, to which you and Licensor hereby irrevocably attorn, except to the extent necessary to enforce an order, judgment or decree of a court of the Province of Ontario in another jurisdiction as permitted by such court of the Province of Ontario. Notwithstanding the foregoing, Licensor may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- Amendments to the Terms
Licensor reserves the right, at its sole discretion, to UNILATERALLY amend, revise, modify or replace these Terms at any time. If a revision is material Licensor will try to provide at least two (2) days notice prior to any new terms taking effect. What constitutes a material change will be determined at Licensor’s sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Application immediately cease any and all use of the Application and destroy all copies of the Application downloaded or otherwise obtained under this Agreement, or otherwise stored on your mobile device or your desktop.
- You may not assign or transfer your rights, or delegate your obligations, under these Terms. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third-party.
- Licensor may transfer, sub-contract or otherwise deal with its rights and/or obligations under this Agreement without notifying you or obtaining your consent.
- Your relationship with Licensor is that of independent contractors: these Terms shall not be construed to create a joint venture or partnership between you and Licensor. Neither you nor Licensor shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
- You acknowledge that the Application is subject to export restrictions of various countries. You agree to comply with all applicable international and national laws that apply to the Application, including all the applicable export restriction laws and regulations.
- No delay or omission by Licensor to exercise any right or power it has under this Agreement or to object to the failure of any covenant contained in this Agreement to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by Licensor.
- No termination of this Agreement, for whatever reason, shall affect any right or obligation of Licensor which has accrued prior to the date of such termination.
- These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Application.