LEGAL TERMS AND END USER LICENSE AGREEMENT
Last Modified: May 22, 2018
1. Additional Terms. Your use of certain portions of the Service may be subject to additional terms and conditions (“Additional Terms”). Where Additional Terms apply, we will make them available for you to read through your use of that portion of the Service. By using that portion of the Service, you agree to the Additional Terms.
2. License Grants.
(a) Subject to these Terms, you are hereby granted a personal, non-transferable, non-sublicensable, limited, non-exclusive license to install and use a single copy of the Licensed Application in executable format, without modification, on a single computer or device and to access and use the Service.
(b) Subject to these Terms, you are hereby granted a personal, non-sublicensable, limited, non-exclusive license to use any user guide, technical specifications, help information and other documentation and material, whether in printed and/or electronic format(s), made available in connection with the license of the Licensed Application (the “Documentation”) internally, and solely in connection with the permitted use of the Licensed Application; and
(c) The Licensed Application and Documentation is licensed, not sold. The Licensed Application and Documentation shall be deemed accepted on downloading and/or installation and/or use. A license for the Licensed Application may not be shared, installed or used concurrently on different computers except as permitted under the terms of the Steam Subscriber Agreement. The Licensed Application is licensed as a single product and you may not separate or use its component parts beyond the authorized number of copies.
(a) You and anyone using the Licensed Application or the Service on your behalf or under your account must be at least 16 years old. If you are under 16 years of age, please do not use the Licensed Application and/or the Service. If you are 16 years old or older, but younger than the applicable age of majority (and are not an emancipated minor), you must obtain the consent of your parent or legal guardian to use the Licensed Application and the Service.
(b) Except for the limited rights and licenses expressly granted hereunder, no other license is granted and no other use of the Licensed Application, Documentation, or the Service is permitted. Mindshow and its suppliers and licensors retain all right, title and interest in and to the Service, Licensed Application, and Documentation (including all patent rights, copyright rights, trade secret rights and all other intellectual property and proprietary rights embodied therein) and all copies thereof, and any rights not expressly granted to you herein are reserved by Mindshow and its suppliers and licensors. You agree not to take any action which may jeopardize, limit or interfere in any manner or is inconsistent with such ownership.
(c) Except as provided in these Terms, you may not copy, distribute (including over a network), rent, lease or share, loan, encumber, modify or create derivative works, adapt, translate, perform, display, sublicense or transfer the Licensed Application or Documentation. You may not reverse engineer, disassemble, decompile or otherwise reduce to non-binary form the Licensed Application including, without limitation, with respect to any “Digital Assets” (as defined below), except to the extent that this restriction is expressly prohibited by applicable law. Any unauthorized modifications, derivative works, translations or any other intellectual property, created of the Licensed Application, or components thereof, or enhancements of the Licensed Application, shall belong exclusively to Mindshow or its suppliers or licensors, as applicable, and you hereby assign and shall assign any and all rights in them (including without limitation moral rights) to Mindshow or its suppliers or licensors, as applicable. You hereby agree to promptly enter into any further documentation required by Mindshow or its suppliers or licensors, as applicable in their sole discretion to legally or commercially effect such assignment. You hereby expressly waive any rights you may obtain inconsistent with the foregoing through application of the law of any other country or otherwise. If you breach these restrictions, you may be subject to prosecution and damages and any other remedies to which Mindshow is entitled under law and at equity, including but not limited to injunctive relief.
(d) You may not (and shall not permit any third party to) modify, obscure or remove any trademark, patent notice or other proprietary or legal notice, legend, symbol, label or marking contained in or on the Service, Licensed Application, or Documentation.
4. Ownership. The Licensed Application, Documentation, and the Service is provided for your personal, non-commercial use only, you must abide by all copyright notices, trademark notices, information and restrictions contained in or associated with the Licensed Application, Documentation, and/or the Service. You must not remove, alter, interfere with or circumvent any copyright, trademark or other proprietary notices marked on the Licensed Application, Documentation, and/or the Service or any digital rights management mechanism, device or other content protection or access control measure associated with the Licensed Application, Documentation, and/or the Service. You agree that the Licensed Application, the Service, the Documentation and all copies thereof belong to Mindshow, and that you neither own nor hereby acquire any claim or right of ownership to the Licensed Application, Documentation, or to any related patents, copyrights, trademarks or other intellectual property. Mindshow retains all right, title and interest in and to the Documentation, the Licensed Application, and the Service at all times. All content accessed through the Service and/or Licensed Application is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content.
5. License Control. You acknowledge and consent that the Licensed Application may contain license management or other measures that detect or prevent unauthorized use of, or restrict or disable unlicensed copies of, the Licensed Application. You agree that Mindshow may use those measures and you agree to follow any requirements regarding them.
(a) NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE AND LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT, INCLUDING WITH RESPECT TO THE USE OF THE LICENSED APPLICATION UNDER SAFE PHYSICAL CONDITIONS, IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE LICENSED APPLICATION, AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION (“APPLICATION SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MINDSHOW HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, LICENSED APPLICATION AND APPLICATION SERVICES , EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MINDSHOW DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES OR THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR APPLICATION SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE SERVICE, THE OPERATION OF THE LICENSED APPLICATION OR APPLICATION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MINDSHOW OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR APPLICATION SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
(b) Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MINDSHOW BE LIABLE FOR OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MINDSHOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
7. Consent to Use of Data and Personal Information. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT MINDSHOW MAY COLLECT AND USE TECHNICAL DATA AND RELATED INFORMATION, INCLUDING BUT NOT LIMITED TO INFORMATION THAT PERSONALLY IDENTIFIES YOU (SUCH AS YOUR NAME, AGE, AND LOCATION), INFORMATION RELATED TO YOUR PERSONAL USE OF THE LICENSED APPLICATION, AND TECHNICAL INFORMATION ABOUT YOUR DEVICE, YOUR SYSTEM, AND YOUR PERIPHERALS THAT MINDSHOW PERIODICALLY GATHERS TO FACILITATE THE PROVISION OF UPDATES AND IMPROVEMENTS TO THE LICENSED APPLICATION. In accordance with the foregoing, you hereby grant to Mindshow and its licensees, affiliates, and/or assigns the limited right to use information that can identify you personally (“Personally Identifiable Information”) as well as the technical and other information set forth above in connection with the improvement of the Service and/or Licensed Application or to provide services or technologies to you. Mindshow will not sell any Personally Identifiable Information to any third party and will not use Personally Identifiable Information for any marketing purposes other than as provided in the sentence above. IF YOU DO NOT CONSENT TO THE COLLECTION AND USE OF INFORMATION, INCLUDING PERSONALLY IDENTIFIABLE INFORMATION, AS SET FORTH IN THIS SECTION 7, THEN DO NOT ACCEPT THESE TERMS AND DISCONTINUE THE INSTALLATION OF AND ALL USE OF THE LICENSED APPLICATION.
8. User Content Ownership and Rights and Obligations.
(a) User Content Ownership & Rights to Use. You are the creator and owner of any and all content you create using the Service and/or Licensed Application (“User Content”), subject to Mindshow’s ownership and rights in the Service, the Licensed Application, and the Documentation. Your ownership of User Content does not extend to any licensed content or pre-existing digital assets incorporated within your User Content, including, without limitation, any forms, photos, clips, videos, text, software, scripts, graphics, sounds, music, characters, sets, scenes, props, interactive features or any other assets made available through the Service, the Licensed Application, as well as certain other of the names, logos and materials displayed on or through the Service that constitute trademarks, tradenames, service marks or logos (collectively, “Digital Assets”), which shall remain the property of Mindshow and its licensors (including, other users of the Service and/or Licensed Application (“Users”), and third parties). Subject to these Terms, we grant you a limited, non-exclusive, and revocable license to use and modify the Digital Assets and incorporate them in your User Content to the extent supported by the functionality of the Service and to export such Digital Assets as incorporated in your User Content as two-dimensional video content (“2D User Content”) for exhibition on platforms such as Facebook or YouTube. This limited license does not extend to the export of Digital Assets to any other three-dimensional platform or application. Mindshow shall be entitled to take any actions to enforce the terms of this provision under law and at equity. As used herein, “Derivative User Content”, means content that is based on, incorporates or adapts elements of, or relates to the content of other Users, such as a revision, enhancement, improvement, alteration, translation, abridgement, condensation, expansion, or any other means by which the content may be recast, transformed, or adapted, and if prepared without the permission you are granting to Mindshow by accepting these Terms, would constitute copyright, trademark or patent infringement. Your ownership rights in Derivative User Content you create are limited to your creative contributions to the underlying content.
(b) Your Representations and Warranties. By accepting these Terms, you represent and warrant that:
8.2.1 you own or have obtained all of the rights, permissions, and licenses required to enable the “Uses” (as defined below) of the User Content and/or your contributions to any Derivative User Content you provide to Mindshow and other Users hereunder, including without limitation and, to the extent necessary, any talent and music rights, or shall obtain such rights, permissions, and licenses prior to making such User Content available on the Service and/or Licensed Application.
8.2.2 you have paid and will pay in full any fees or other payments that may be related to the Uses of your User Content;
8.2.3 your User Content does not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third party.
(c) Your Acknowledgements. By accepting these Terms, you acknowledge and agree that:
8.3.1 You have no expectation of confidentiality of any nature with respect to any User Content. Because of the viral nature of social media, you should not submit any content to the Service that you pose or submit to the Service or any social media services that you do not want to be viewed by others.
8.3.2 Mindshow does not necessarily pre-screen any User Content uploaded by you or other users of the Mindshow Service but that Mindshow may pre-screen, or review after initial posting, your User Content for a variety of reasons, including, without limitation, for compliance with these Terms.
8.3.3 Notwithstanding your ownership of the User Content, you will not: (i) sell, grant a security interest in or transfer reproductions of the User Content, any Derivative User Content (as defined below), any 2D User Content, or any other content produced using the Service, and/or Licensed Application to other parties in any way, nor to rent, lease or license any such content to others without the prior written consent of Mindshow, except to the extent expressly permitted elsewhere in these Terms; or (ii) exploit the User Content, any Derivative User Content (as defined below), any 2D User Content, or any other content produced using the Service and/or Licensed Application, or any of its parts for any commercial purpose.
(d) Mindshow & User License. By using the Service, you grant, assign, convey, and set over to Mindshow an irrevocable, perpetual, non-exclusive license throughout the universe to (i) exhibit and display the User Content, including any excerpts thereof, in and/or on any applications, websites, content portals, YouTube channels, or other, mobile, over-the-top, on-demand or digital platforms and/or applications owned, controlled or branded by Mindshow (including any of its affiliates, licensees, successors, or assigns); (ii) exhibit, incorporate, or display the User Content, including any excerpts thereof, in advertising and promotion related to the Service, Licensed Application, and/or Mindshow; (iii) grant other Users irrevocable licenses to create Derivative User Content; and (iv) display, exhibit, and exploit Derivative User Content without further obligation to you. You hereby waive and agree not to assert so-called “moral rights”, if any, in User Content you create and make available via the Service, Licensed Application, and Mindshow and other Users shall have the right to add to, subtract from, rearrange, and edit the User Content in without any further involvement by you in connection with such Uses. For purposes of these Terms, Derivative User Content can include compilations that incorporate User Content. Collectively, clauses (i) and (iv) hereof constitute permitted “Uses” of the User Content.
(e) Indemnification. You hereby indemnify, defend and hold harmless Mindshow and its parent(s), subsidiaries, successors, licensees, assigns, related and affiliated companies, their employees, officers, directors, agents, representatives and assigns from and against any and all liability, loss, damage, cost and expense, including, without limitation, reasonable outside attorney’s fees (“Claims”) arising out any claim by a third party with respect to (i) your User Content, including with respect to all third-party intellectual property rights, (ii) to your clearance of any applicable talent and music rights and any obligations respecting the same, (iii) any obligations related to compliance with talent guild regulations, and (iv) your violation of these Terms or any Additional Terms (including, without limitation, any breach of any representation, warranty, agreement, or acknowledgement made by you hereunder). You further agree to indemnify, defend, and hold harmless any other User creating Derivative User Content based upon or incorporating elements from User Content you created from any Claims arising from a third party to the extent such Claims are based upon User Content you created as incorporated in such Derivative User Content.
(f) Mindshow Credit. If you export (that is, make available for viewing outside the Service and/or Licensed Application) User Content, Derivative User Content, and/or 2D User Content (including any Digital Assets incorporated therein) to any third party platform, you shall not remove, edit, or otherwise alter the credit to Mindshow VR included in such exported file. Notwithstanding the foregoing, in connection with any display or exhibition of User Content in any media, by any means, and on any platform now known or hereafter devised, you will include the following language: “Created with Mindshow VR (TM), Copyright © [YEAR] Mindshow VR, Inc.” (where [YEAR] shall be replaced with the year you used the Service and/or Licensed Application to create such User Content or Derivative User Content.
(g) Feedback. If you have comments on the Service and/or Licensed Application or ideas on how to improve it, please visit https://support.mindshow.com. You may provide any suggestions, ideas, inventions, innovations, improvement, or enhancement requests, feedback, recommendations, or other information to Mindshow or its licensors regarding the Service and/or Licensed Application (collectively, “Feedback”). Feedback is voluntary and Mindshow is not required to hold it in confidence. You agree that any Feedback (including all intellectual property rights therein) are and shall remain the sole property of Mindshow and that Mindshow may use such Feedback as Mindshow deems appropriate for its business purposes, including for product support and development, without providing you with compensation or attribution of any type.
9. Potentially Objectionable User Content. You hereby acknowledge that you may encounter User Content that may be deemed offensive, indecent, or objectionable, which User Content may or may not be identified as having explicit language, and that the results of any search for User Content on or in connection with the Service and/or Licensed Application may result in exposure to objectionable material. Nevertheless, you agree to use the Service and Licensed Application and any services provided hereunder at your sole risk and that acknowledge and agree that Mindshow shall not have any liability to you for User Content that may be found to be offensive, indecent, or objectionable.
10. Infringement Notice Procedures – Copyrights and Trademarks.
(a) Mindshow respects the intellectual property rights of others. Upon proper notice, Mindshow will remove or disable access to User Content that violate copyright law, and may suspend your access to the Mindshow Service (or any portion thereof) you use the Service and/or Licensed Application in violation of copyright law and may terminate the accounts of repeat infringers. Mindshow has implemented procedures for receiving written notification of claimed copyright infringement (each, a “Notification”) and for processing such claims in accordance with such law.
(b) If you are the owner of any exclusive right under copyright laws, or are authorized to act on behalf of such an owner, and you believe your work has been copied in a way that constitutes copyright infringement, please send Mindshow’s copyright agent a Notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single Notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit Mindshow to locate the material on the Mindshow Service; (c) information reasonably sufficient to permit Mindshow to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the above information in your Notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Please provide us with a Notification that includes all of the above enumerated information and e-mail or mail it to the following Mindshow copyright agent:
333 S. Grand Avenue
Los Angeles, CA 90071
Attn: Copyright Agent
(c) By submitting a Notification, you acknowledge and agree that Mindshow may forward your Notification and any related communications to any users who posted the material identified in such notice. Please do not send notices or inquiries unrelated to alleged infringement to Mindshow’s designated agent.
11. No Maintenance or Support. Mindshow is not obligated to provide updates, enhancements or maintenance, technical or other support for the Service, Licensed Application, or Documentation.
12. Termination. These Terms, including the rights and licenses granted to you, shall terminate automatically if you violate any of these Terms. Upon termination of these Terms for any reason, including your voluntary termination hereof, all rights, obligations and licenses of the parties hereunder shall cease, except that upon termination you must destroy (including purging from any system or storage media) all copies of the Licensed Application and Documentation (including all versions thereof and all archival or backup copies), all obligations that accrued prior to the effective date of termination and any remedies for breach of these Terms shall survive any termination of these Terms, and the provisions of Sections 3-14 hereof shall survive any termination of these Terms. Mindshow shall have the right in its sole discretion to refuse or remove any User Content as well as terminate your access to the Mindshow Service and/or the Licensed Application for any reason or no reason at all.
13. Compliance with Law.
(a) You may not export or re-export the Licensed Application except in full compliance with all applicable international and national laws and regulations, including without limitation the United States Export Administration Act and the regulations thereunder (the “Export Laws”). You agree and certify that neither the Licensed Application, Documentation nor any technical data provided hereunder is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by any Export Laws or will be used for any purpose prohibited by the same. You further agree to comply with all applicable laws and regulations, foreign and domestic, in your use of the Licensed Application.
(b) The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Licensed Application” and “Commercial Computer Licensed Application Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Licensed Application and Commercial Computer Licensed Application Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
15. Updates to Terms. Mindshow reserves the right, from time to time, in its sole discretion, to change, modify, update, discontinue, remove, revise, delete or otherwise change any provision of these Terms, in whole or in part, at any time without further notice. For material changes to these Terms that we deem material, Mindshow will place a notice on https://mindshow.com/eula by retitling the page substantially as “Updated Legal Terms and End User License Agreement” for an amount of time that Mindshow determines in its discretion. If you access or use the Service and/or Licensed Application in any way after these Terms has been changed, you will be deemed to have read, understood and unconditionally consented to and agreed to such changes. The most current version of these Terms will be available on https://mindshow.com/eula and will supersede all previous versions of these Terms.
16. Copyright © 2019 MINDSHOW VR, INC. All rights reserved. Warning: The Licensed Application is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this program, or any portion of it, may result in severe civil and criminal penalties.