UNION AVATAR'S SOFTWARE DEVELOPMENT KIT LICENSE TERMS
IMPORTANT. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE
DO NOT INSTALL, ACCESS OR USE THE LICENSED PRODUCT (AS SUCH TERM IS
DEFINED BELOW) UNTIL YOU HAVE CAREFULLY READ AND UNDERSTAND ALL OF THE
TERMS AND CONDITIONS SET FORTH IN THIS SOFTWARE DEVELOPMENT KIT LICENSE
AGREEMENT (THE "AGREEMENT") BETWEEN YOU (“YOU”, THE
"USER", OR THE “LICENSEE”) AND LINKING REALITIES, S.L.
("UNION AVATARS", “WE” OR “US”). IF YOU ARE ACTING ON BEHALF OF
AN ENTITY, YOU HEREBY WARRANT AND ACKNOWLEDGE THAT YOU HAVE THE NECESSARY
AUTHORITY AND LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND SUCH
ENTITY TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF
YOU DO NOT HAVE THE AUTHORITY AND LEGAL CAPACITY TO BIND THE ENTITY YOU
REPRESENT BY YOUR ACCEPTANCE OF THIS AGREEMENT, NEITHER YOU NOR THE ENTITY
MAY USE THE LICENSED PRODUCT. IF YOU ARE ACTING AS INDIVIDUAL, YOU HEREBY
WARRANT AND REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND YOU HAVE THE
LEGAL CAPACITY TO EXECUTE LEGALLY BINDING AGREEMENTS. IF YOU ARE UNDER 18
YEARS OLD YOU HEREBY EXPRESSLY REPRESENT AND WARRANT TO US THAT YOU HAVE
OBTAINED THE EXPRESS CONSENT OF YOUR PARENT OR GUARDIAN PRIOR TO
INSTALLING, ACCESSING OR USING THE LICENSED PRODUCT.
YOU CONSENT TO HAVE THIS AGREEMENT IN ELECTRONIC FORM AND AGREE THAT YOUR
ELECTRONIC ASSENT TO THIS AGREEMENT SHALL BE DEEMED TO REPRESENT YOUR
SIGNATURE TO THIS AGREEMENT SUCH THAT A LEGALLY-BINDING CONTRACT IS CREAT
ED BETWEEN YOU AND UNION AVATARS.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, DO NOT INSTALL OR USE THE LICENSED PRODUCT. BY DOWNLOADING,
INSTALLING AND/OR USING THE LICENSED PRODUCT YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT. UNION AND THE USER SHALL BE
HEREINAFTER COLLECTIVELY REFERRED TO AS THE "PARTIES" AND EITHER
OF THEM, INDIVIDUALLY, AS THE "PARTY".
- The purpose of this Agreement is to set forth the terms and conditions under which UNION AVATARS grants to You, subject to your acceptance and compliance herewith, a non-exclusive, revocable, non-sublicensable (except to your Authorized Personnel), non-transferable and royalty-free license limited exclusively to the Permitted Use of the Licensed Product.
The license granted to You under this Agreement is expressly
conditioned to your compliance with the following obligations
regarding the Licensed Product, to the maximum extent permitted by
- Not to copy the Licensed Product, in whole or in part, except with the prior express written consent by UNION AVATARS.
- Not to sell, resell, distribute, share, rent, loan, transfer, assign, lease or sublicense the Licensed Product in whole or in part, or make them available to any third party in any way not expressly authorized under this Agreement.
- Not to disassemble, decompile, reverse engineer, or otherwise attempt to discover the source code and/or file formats of any portion of the Licensed Product, modify, adapt, alter, create derivative works of any of the items contained in the Licensed Product, or allow a third party to do so, except with the prior express written consent by UNION AVATARS.
- Not to allow access and/or use of the Licensed Product to anyone who is not considered as Authorized Personnel under this Agreement, except with the prior express written consent by UNION AVATARS.
- Not to disclose to any third party any operating comparison of the Licensed Product with respect to other similar products or technological tools.
- Not to erase or alter in any way any name, logo, trademarks, copyright mentions or any kind of rights mentions appearing on the Licensed Product as delivered by UNION AVATARS.
- Not to infringe or violate, or permit others to infringe or violate, any third-party rights or applicable law in connection with its or others’ use of the Licensed Product.
- Not to use the Licensed Product in connection with any hardware or software that does not conform to the description set forth in the Documentation that has been approved by UNION AVATARS.
- Without limiting the following, Licensee will not use the Licensed Product in any manner with respect to images, models or other identifying characteristics of individuals who have not first provided their informed consent for such use to the User (including, without limitation, in connection with any purpose that may constitute pornography).
- Do not mint as non-fungible token ("NFT") any Avatar/s generated through the use of the Licensed Product. The minting of Avatars as NFTs shall be considered as distribution
- Authorized Personnel: You may allow the access and use of the Licensed Product in accordance with the Permitted Use only by your Authorized Personnel and on a “need to know” basis, who shall be subject together with You, to all the terms and conditions set forth in this Agreement. In such case, You will be the sole responsible for the strict compliance of all the terms and conditions set forth in this Agreement by your Authorized Personnel.
REGISTRATION AND SECURITY
- User account. f You want to be able to use the License Product, You will be required to register with UNION AVATARS by creating your user account (“User Account”) with the information requested in the registration form. You are not allowed to have multiple User Accounts associated with You.
- User Account Security. If You create your User Account, You undertake and agree to provide and maintain true, accurate, current and complete all your personal information provided (such as your name, address, and email) as prompted by the registration and/or login form, being the sole responsible for maintaining the confidentiality of your password and User Account, if any, and being the sole responsible for any and all activities that may occur under your password or User Account. You shall not permit any third party to use the Platform through your User Account and will not use the User Account of any other User. You agree to immediately notify UNION AVATARS if you suspect or become aware of any unauthorized use of your User Account or other breach of security on the Site or the Platform. UNION AVATARS reserves the right to unilaterally terminate or deactivate the User Account of any person or legal entity for any reason at any time without notice in connection with security issues.
- Hacked User Accounts: UNION AVATARS reserves the right to terminate, suspend or restrict any access to any User Account if there is reasonable suspicion by us that the person logged into your User Account is not you or if we suspect that the User Account have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall UNION AVATARS or its affiliates and their respective directors, officers, employees and agents in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any User Account.
- You may delete your User Account at any time without notice. As soon as you delete your User Account, all the rights granted to You under this Agreement will immediately cease.
TERM AND TERMINATION
- License Term: This Agreement shall become effective on the date of Delivery of the Licensed Product by UNION AVATARS (the “Effective Date”) and shall remain in full force and effect until terminated by UNION AVATARS or by You according with the conditions established in Clause 4.2.
- License Termination: UNION AVATARS has the right to terminate this Agreement unilaterally, at any time, without judicial intervention, in the event of a breach of any of the terms and conditions set forth herein by You or, if applicable, your Authorized Personnel, or by breach of any applicable law. Either party may unilaterally terminate this Agreement at any time by sending a termination notice to the other fifteen (15) calendar days prior to the end of the relevant month in which the Agreement will terminate. To that purpose, the User’s notice must be sent by email to email@example.com.
- License Termination due to a breach of this Agreement: This Agreement may be terminated by any of the Parties in the event of a breach of any of the terms and conditions set forth herein. If the breach that originates the termination of this Agreement is remediable, the breaching party must proceed to its remedy within a maximum period of fifteen (15) calendar days (the "Remedy Term"). If the Remedy Term has elapsed without having remedied the breach, the non-breaching party may unilaterally terminate this Agreement.
- As a result of the termination of this Agreement for any of the above-mentioned circumstances, all of the rights granted to You under this Agreement shall immediately cease and terminate. Likewise, immediately following the termination of this Agreement, the User shall (i) return or destroy the Products and the Confidential Information, as well as all copies, in whole or in part, regardless of the material support on which they are contained or stored; and (ii) pay any amounts due to UNION AVATARS under this Agreement.
- In the event of termination of this Agreement by You unilaterally, if applicable, You will not be entitled to any refund for any amounts paid or payable to UNION AVATARS, including, without limitation, in connection with the Licensed Product, support services or otherwise.
INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
- Ownership: The Licensed Product is the exclusive property of UNION AVATARS, who holds the exclusive ownership of all the intellectual and industrial property rights related to them and any of its inherent elements, protected by copyright, patent and/or intellectual property law, international treaty provisions and applicable laws of the country in which it is being Used. Such intellectual and industrial property includes, but is not limited to, the Software, its source code, the object code, the structure of its database, the preparatory documentation, the description of the Software, the technical specifications, the manual for the use of the Software, the Avatars, and all works and materials related to the "graphical interface" of UNION AVATARS' web application, as well as the functionalities of the Platform itself (including, but not limited to, all creations connected to the Platform such as documents, information, graphics, diagrams, functional or conceptual design, text, images, logos, icons, buttons, technical design, software, graphical interface, algorithms, etc.).
- Improvements of the Licensed Product: UNION AVATARS shall be the sole and exclusive owner of all updates, modifications, derivative works and improvements of the Software (collectively, “Improvements”), and all items in the SDK, and the intellectual property rights therein. You hereby assign to UNION AVATARS all right, title and interest (including intellectual and industrial property rights) in and to any Improvements. You agree that all copies of the Licensed Product, and all items contained in the Licensed Product, reproduced for any reason by You, shall contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the master items delivered by UNION AVATARS in the Licensed Product. You agree not to remove, obscure, or deface any intellectual or industrial property or confidentiality legends of UNION AVATARS and/or delete any program files.
- The rights granted to the Client over the Products are limited to those exclusively recognized in this Agreement, while UNION AVATARS reserves any other rights.
- Third Party Software: The Licensed Product may contain programs or other technologies that may be controlled and/or owned by third parties, and/or may be “open-source”, over which UNION AVATARS makes no warranty of any kind. In this regard, the use of third party and/or open-source software in addition with the Licensed Product by You is permitted in a way that shall be consistent with the terms and conditions contained in this Agreement. Notwithstanding the above, You may have granted broader rights under the terms of such third party and/or open-source software than those provided for under this Agreement, because of that, no restrictions or limitations are intended to be imposed under this Agreement regarding the use of such third party software, which is provided on an "as is" basis, in its current state.
- UNION AVATARS represents and warrants to the User that to its best knowledge the Licensed Product will not infringe any third-party intellectual property rights; provided, however, that no representation is made with respect to any output or work created in connection with the Licensed Product or this Agreement.
- You represent and warrant to UNION AVATARS that your use of the Licensed Product, or the use of the same by your Authorized Personnel, shall only be for legal purposes and shall otherwise comply with all applicable legal requirements and third-party rights whether existing now or in the future.
- EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNION AVATARS AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT IN ANY WAY THAT THE LICENSED PRODUCT, WHICH IS PROVIDED TO THE USER ON AS “AS IS” BASIS, WILL FIT WITH THE REQUIREMENTS OF THE USER, OPERATE IN COMBINATION WITH EQUIPMENT, SOFTWARE OR SYSTEMS PROVIDED BY THIRD PARTIES, OR THAT IT WILL OPERATE IN AN UNINTERRUPTED AND ERROR-FREE WAY. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UNION AVATARS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, ACCURACY OF DESCRIPTION, COMPLIANCE WITH APPLICABLE LAW AND NON-INFRINGEMENT REGULATIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNION AVATARS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES, CONDITIONS OR REPRESENTATIONS ARISING OUT OF USAGE, COMMON LAW OR CUSTOM, OR THE ACTS OF UNION AVATARS AND ITS SUPPLIERS. YOU HEREBY AGREE AND UNDERTAKE THAT THE ACCESS AND USE OF THE LICENSED PRODUCT IS AT YOUR OWN RISK AND DISCRETION AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF IT.
- UNION AVATARS AND ITS SUPPLIERS DO NOT WARRANT THAT ANY CONTENT, MATERIALS AND/OR INFORMATION CONTAINED IN THE LICENSED PRODUCT WILL BE FREE OF INFECTIONS, VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT COULD BE HARMFUL TO YOUR COMPUTER SYSTEM. YOU SHOULD TAKE ALL REASONABLE APPROPRIATE PRECAUTIONS AGAINST SUCH CODE AND/OR SOFTWARE.
- Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNION AVATARS AND/OR ITS AFFILIATES, SUBSIDIARIES, OFFICERS, SHAREHOLDERS, PARTNERS, REPRESENTATIVES, AGENTS AND/OR EMPLOYEES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, INFORMATION, PROFITS OR BUSINESS INTERRUPTION) OR FOR THE COST OF ACQUIRING SUBSTITUTE PRODUCTS OR SERVICES, WHETHER IN CONTRACT OR EXTRACONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), OR FOR INSUFFICIENCY OF THE PROPOSED SOLUTIONS TO FULFILL THEIR FUNCTION THAT MAY RESULT FROM, OR MAY BE RELATED TO (I) A LACK OF ACCURACY, COMPLETENESS AND TIMELINESS, AS WELL AS ERRORS OR OMISSIONS THAT MAY AFFECT THE INFORMATION CONTAINED ON THE LICENSED PRODUCT OR OTHER CONTENT OR LINKED WEBSITE THAT CAN BE ACCESSED THROUGH IT, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF UNION AVATARS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) TEMPORARY SUSPENSIONS, BREAKDOWNS OR TECHNICAL FAILURES THAT AFFECT THE LICENSED PRODUCT DUE TO VIRUSES OR COMPUTER INSECURITIES DERIVED FROM THIRD PARTIES, OR BY ILLEGAL OR DISRESPECTFUL ACTIONS MADE BY YOU; AND/OR RELATED TO (III) COMPUTER DAMAGES OR ANY OTHER KIND THAT MAY BE CAUSED WHEN YOU ACCESS THE CONTENTS OF THE LICENSED PRODUCT.
- Major Force Events. You expressly acknowledge and agree that UNION AVATARS shall not be liable for failure or delay in the performance of its obligations under this Agreement due to causes beyond our control, including but not limited to strikes, labor disputes, lockouts, restrictions or lack of access to energy, supplies, labor or raw materials, war, acts of terrorism, protests, natural disasters or governmental acts.
- In some jurisdictions is not allowed the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last to a certain extent, so some of the above exclusions or limitations may not apply to You. You may have rights which vary from state to state or jurisdiction to jurisdiction. The foregoing does not affect or prejudice Your statutory rights.
- To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless UNION AVATARS, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) related to or arising out of your violation of this Agreement, your use or misuse of the Licensed Product, or any infringement of any intellectual or industrial property or other property right as a result of your use of the Licensed Product. To the maximum extent permitted by applicable law, in which You will cooperate with us in asserting any available defenses.
PERSONAL DATA PROTECTION
- You expressly undertake not to disclose the Confidential Information to which You may have access as a consequence of the execution of this Agreement to any third party other than your Authorized Personnel. To this purpose, You undertake to adopt all the necessary measures so that the persons who may take part regarding this Agreement do so in the strictest confidentiality with respect to all the Confidential Information supplied by UNION AVATARS. You hereby acknowledge and accept that, according to the value and the industrial and/or commercial application, part of the Confidential Information is protected as industrial and/or commercial trade secret, and consequently, its disclosure could significantly damage the business affairs of UNION AVATARS, reason why the protection of such Confidential Information is of the essence.
- Within the framework of the abovementioned confidentiality obligation, You shall be bound on an indefinitely basis to (i) use the Confidential Information only for the Permitted Use; (ii) allow access to the Confidential Information only to those natural persons or legal entities who need such Confidential Information for the performance of the tasks strictly necessary within the framework of the Permitted Use; (iii) warn your Authorized Personnel about their respective confidentiality obligations, ensuring compliance therewith, and obtaining the commitment to fulfill such obligations; (iv) communicate to UNION AVATARS any violation or breach of the obligation of confidentiality over the Confidential Information of which it has or becomes aware, with the understanding that such communication does not exempt You from liability, but in the event of breach of this obligation, it shall give rise to any liability arising from such omission in particular; (v) limit the use of the Confidential Information strictly to the Permitted Use, with your assuming responsibility for any use other than the Permitted Use; and (vi) not to disclose or reveal the Confidential Information to third parties, other than the User or Authorized Users, unless previously, expressly and in writing authorized by UNION AVATARS.
- The confidentiality obligations assumed by You by virtue of this Clause shall not apply when, with respect to the Confidential Information, (i) there is an obligation to disclose the content of the Confidential Information by law, by request of a court or by requirement of the Public Administrations or competent authorities; (ii) it is public information, and it has not been obtained illegally; (iii) it has been provided by a third party in good faith, not directly related to the parties to this Agreement, and who is legally entitled to do so; and/or (iv) the Confidential Information must be disclosed in order to claim a breach of this Agreement.
- Upon termination of this Agreement, You expressly undertake and agree, regarding the Confidential Information as well as all copies of the Confidential Information in tangible form or materials which embody any part of the Confidential Information which may be in your possession or control, to promptly return to UNION AVATARS, or, given the case, to destroy it within a maximum period of five (5) calendar days upon the request of UNION AVATARS. You will not be allowed to retain photocopies or other reproductions or transcriptions of any portion of the Confidential Information.
- Entire Agreement. You hereby acknowledge and agree that this Agreement contains all the terms and conditions upon which the Parties hereto have agreed with respect to the subject matter hereof, and supersedes and cancels all prior negotiations, commitments, undertakings, covenants, communications, whether oral or written, understandings or agreements with the same subject matter of this Agreement which might in any way contravene the principles and provisions set forth herein.
- Partial invalidity: Any term, provision, clause or paragraph
that may be deemed illegal, null or invalid, in whole or in part,
shall be deemed not to be in force and effect and shall not affect
the remaining terms and provisions, which shall continue to be in
full force and effect.
The term, provision, clause or paragraph declared legally null and void shall be replaced by a new one, or interpreted in a legally acceptable way, which is as close as possible to the original intention of the Parties at the time it was agreed.
- Modifications: UNION AVATARS reserves the right to make any modifications or changes to the Platform and the Terms. UNION AVATARS will notify You of relevant changes and modifications to the Terms. Notification of such relevant changes or modifications will be made at least fifteen (15) calendar days prior to their effective date. The notice will inform You of your right to: (i) stop using the Software if You do not accept the modified terms; or (ii) accept the modified terms and continue to use the Software under the modified terms. You will have fifteen (15) calendar days from the date of receipt of notice to exercise either of these options. If within the referred period You do not expressly object to the modification, the modification will be deemed accepted and the modified terms will be binding. Unless otherwise provided by law, UNION AVATARS shall not be obliged to inform You of changes due to compliance with a legal obligation.
- Feedback: Any materials, including but not limited to comments, suggestions, ideas, or other information, provided by You via email or other submissions to us (“Feedback“), are non-confidential and You hereby grant to us and our subsidiaries and affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully transferable and sublicensable right to use your Feedback for any purpose without compensation or attribution to You.
- Waiver: The failure of exercise of any rights granted under this Agreement by the Parties shall not be deemed a waiver of such rights and shall not preclude the further exercise of such rights under the terms set forth in this Agreement.
- Assignment: You may not assign, transfer, encumber or subrogate in favor of third parties, in whole or in part, your contractual position derived from this Agreement, as well as the rights and obligations established in this Agreement, except with prior, express and written authorization of UNION AVATARS.
- Communications: Any communication to be sent by the User to UNION AVATARS regarding these Terms shall be sent by e-mail with delivery confirmation to firstname.lastname@example.org; by the other hand, any communication to be sent by UNION AVATARS to the User shall be sent by e-mail with delivery confirmation to the User declared e-mail address as recorded in UNION AVATAR's files.
- Export Restrictions. You expressly agree to comply with all the applicable import/export regulations, not to export or permit the export or re-export, directly or indirectly, of the Licensed Product or any Confidential Information, software, copy or derivative work of the above in violation of any such regulations or to any territory restricted or prohibited in accordance with such regulations.
- Applicable Law and Jurisdiction. This Agreement shall be governed by Spanish law. For any dispute or controversy that may arise in relation to the interpretation, application or execution of this Agreement, the undersigned parties expressly agree to submit the dispute or controversy to the Courts of the city of Barcelona, expressly waiving the submission to any other forum that may correspond to them.
Effective date: 12 May 2023