AWESOME DOG LTD
DIGITAL PRODUCT END USER LICENCE AGREEMENT (EULA)

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Awesome Dog Limited (also trading as Awesome Dog Mocap and Abranimations®), a company registered in England and Wales under registration number 05953008 and having its registered office at 10 Upper Grosvenor Road, Tunbridge Wells TN1 2EP (Licensor, us or we) for our Digital Products (as defined below).

We license use of the Digital Products and Documents to you on the basis of this Licence. We do not sell the Digital Products or Documents to you. We remain the owners of the Digital Products and Documents at all times.

If you wish to license any Digital Products for a purpose not set out in this Licence, please contact licensing@awesomedog.com with further details.

COMPATIBILITY REQUIREMENTS: THE DIGITAL PRODUCTS ARE SUBJECT TO THE COMPATIBILITY REQUIREMENTS SET OUT IN THE DOCUMENTS AND WHICH ARE AVAILABLE WITHIN PRODUCT STORE LISTINGS BEFORE PURCHASE.

IMPORTANT NOTICE TO ALL USERS:
BY CLICKING ON THE “DOWNLOAD” LINK FOR A PRODUCT PURCHASED FROM US YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 6.1 AND CONDITION 7.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT DOWNLOAD THE DIGITAL PRODUCTS OR THEIR ASSOCIATED DOCUMENTS.

You should print a copy of this Licence for future reference.

1   DEFINITIONS AND INTERPRETATION

1.1   The following definitions apply in this Licence:

Digital Products:

the motion capture data and/or 3D model digital products sold by us to you, as identified in our email acceptance of your order.

Documents:

such documents and specifications relating to the Digital Products which we make available from time to time.

Licence Fee:

the fee payable by you for the Digital Products.

Open Platform:

any Video Game with a web-based, browser-based or other online element or Virtual World in which users may upload, import or export user-supplied digital content including (without limitation) 3D models.

Video Game:

any digital, computer or console, handheld device, mobile phone, online, web-based, browser based or other electronic game which utilises user interfacing to create visual feedback.

Virtual World:

any computer-simulated environment or world enabling multiple users to interact with each other and whether based within a Video Game or otherwise.

Warranty Period:

has the meaning given to it in condition 6.1 below.

Works:

the product of any works created by or for you, and whether for your own use or (where permitted) for your client, customer or other end user.

 

2   GRANT AND SCOPE OF LICENSE

2.1   In consideration of payment by you of the Licence Fee and you agreeing to abide by the terms of this Licence, we grant to you a worldwide, non-exclusive, non-transferable, non-sub licensable  licence to use, reproduce, distribute, configure, adapt, publicly display, digitally perform, transmit, broadcast, the Digital Products and to use the Documents on the terms of this Licence.

2.2   The scope of the licence granted to you depends on the extent to which you commercialise the Works containing the Digital Products:

2.2.1   Provided that you do not commercially use or exploit the Works and that your use of them is purely for your own private use, you may incorporate the Digital Products into any personal project or number of personal projects on an unrestricted basis (subject to the terms of this Licence) under a single instance of this Licence;

2.2.2   Where you incorporate (or intend to incorporate) the Digital Products into standard (non-bespoke) Works which you licence to multiple unconnected third parties (or intend to licence to multiple unconnected third parties) in each case on a commercial off-the-shelf (“COTS”) basis, you may incorporate the Digital Products into any COTS project or number of COTS projects on an unrestricted basis (subject to the terms of this Licence) under a single instance of this Licence); and

2.2.3   Where you incorporate (or intend to incorporate) the Digital Products into bespoke Work which you licence (or intend to licence) to any third party, you may only incorporate the Digital Products into a single Work for each such third party but may do so on multiple instances within the same Work. To incorporate the Digital Products into any additional Works you must obtain a separate licence from us on a per-Work per-party basis and pay additional Licence Fees.

2.3   You may:

2.3.1   download and use the Digital Products for incorporation into the Works, which may include (without limitation) films, television, online videos, software visuals, architectural renderings, applications, websites, digital wallpapers and screensavers, and video games and virtual worlds (subject to condition 4);

2.3.2   if you are a business, share the Digital Products with your employees;

2.3.3   provided you comply with the provisions in condition 3, make a reasonable number of copies of the Digital Products for back-up purposes only;

2.3.4   receive and use any free supplementary, files, code or updates of the Digital Products incorporating "patches" and corrections of errors as may be provided by us from time to time; and

2.3.5   use any Documents in support of the use permitted under condition 2.2 and make such copies of the Documents as are reasonably necessary for its lawful use.

2.4   Any incorporation of the Digital Products into the Works pursuant to condition 2.2.1 must not feature the Digital Products in a form which is unaltered or substantially similar from that which we have made available to you.

3   RESTRICTIONS

3.1   Except as expressly set out in this Licence or as permitted by any local law, you undertake:

3.1.1   not to copy the Digital Products or Documents except where such copying is incidental to normal use of the Digital Products, or where it is necessary for the purpose of back-up or operational security;

3.1.2   except for the purposes of re-targeting, configuring, adapting or otherwise incorporating them (in accordance with the Documents) into any Works, not to:

3.1.2.1   rent, lease, sub-license, loan, re-distribute translate, merge, adapt, vary or modify the Digital Products or Documents; or

3.1.2.2   make alterations to, or modifications of, the whole or any part of the Digital Products, nor permit the Digital Products or any part of it to be combined with, or become incorporated in, any other programs;

3.1.3   subject to condition 3.1.2 not to disassemble, decompile or reverse-engineer or the whole or any part of the Digital Products nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Digital Products with another software program or digital product, and provided that the information obtained by you during such activities:

3.1.3.1   is used only for the purpose of achieving inter-operability of the Digital Products with another Digital Products program; and

3.1.3.2   is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

3.1.3.3   is not used to create any digital products which are substantially similar to the Digital Products;

3.1.4   to keep all copies of the Digital Products secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Digital Products;

3.1.5   to supervise and control use of the Digital Products and ensure that the Digital Products is used by your employees and representatives in accordance with the terms of this Licence;

3.1.6   to comply with all applicable technology control or export laws and regulations.

3.2   You must not use our Digital Products:

3.2.1   in any way that breaches any applicable local, national or international law or regulation;

3.2.2   in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

3.2.3   in any way which competes with our business activities;

3.2.4   in any way which infringes (or may infringe) upon the intellectual property rights of any third party.

3.2.5   for the purpose of or in connection with harming or attempting to harm minors in any way;

3.2.6   to harass, defame, bully, insult, intimidate or humiliate any person;

3.2.7   for any pornographic, obscene, racist or other discriminatory purpose;

3.2.8   in connection with the transmission or sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam), whether by you or any third party;

3.2.9   in connection with the transmission, sending or uploading of any data or material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

3.3   You must not publish, distribute or otherwise make the Digital Products available (whether in a standalone form, rendered form, through incorporation into any Works or in any other form) on any stock media sites, libraries, repositories or similar.

3.4   You must use all reasonable endeavours and comply with good industry practice to prevent third parties gaining access to the Digital Products otherwise than in accordance with the terms of this Licence. Within your Works, the Digital Products must be stored in proprietary formats so that they cannot be opened or extracted and imported into third party digital products and/or environments without reverse engineering.

3.5   You must not, without our prior written consent, use the Digital Products in any WebGL applications except:

3.5.1   Unreal;

3.5.2   Unity; or

3.5.3   Such other WebGL application that we may specify in writing from time to time.

4   USE IN VIDEO GAMES AND VIRTUAL WORLDS

4.1   You must not use the Digital Products in, or in connection with, any Open Platform unless you (or the client for whom you are incorporating the Digital Products into the Works) are the owner or licensor of that Open Platform.

4.2   If you (or the client for whom you are incorporating the Digital Products into the Works) are the owner or licensor of an Open Platform in which the Digital Products are used, you shall (and shall procure that) the Digital Products cannot be exported from that Open Platform in any form whatsoever. 

5   INTELLECTUAL PROPERTY RIGHTS

5.1   You acknowledge that all intellectual property rights in the Digital Products and the Documents anywhere in the world belong to us, that rights in the Digital Products are licensed (not sold) to you, and that you have no rights in, or to, the Digital Products or the Documents other than the right to use them in accordance with the terms of this Licence.

5.2   You acknowledge that you have no right to have access to the Digital Products in source code form except to the extent set out in this Licence.

5.3   You must not warrant, represent or otherwise hold yourself out as the creator of the Digital Products.

6   WARRANTIES

6.1   We warrant that:

6.1.1   the primary file format of the Digital Products (as identified in the Documents) will, when properly used within an engine and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and

6.1.2   that the Documents correctly describe the operation of the Digital Products in all material respects, for a period of 30 days from the date of your first access to the Digital Products (Warranty Period).

6.2   If, within the Warranty Period, you notify us in writing of any reproducible defect or fault in the Digital Products as a result of which it fails to perform substantially in accordance with the Documents, we will (provided that the defect or fault can be reproduced on our systems), at our sole option, either repair or replace the Digital Products, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

6.3   The warranty does not apply:

6.3.1   if the defect or fault in the Digital Products results from you having altered or modified the Digital Products in any way which does not conform with the Documents or any other guidance issued by use from time to time;

6.3.2   if the defect or fault in the Digital Products results from you having used the Digital Products in breach of the terms of this Licence or in breach of any minimum usage requirements; and

6.3.3   to any supplementary files other than the primary file format of the Digital Products which we may make available to you from time to time.

6.4   You warrant and represent that you have all necessary skill, knowledge and experience to:

6.4.1   convert the Digital Products to your desired file format;

6.4.2   re-target / configure the Digital Products to suit your needs; and

6.4.3   to otherwise use the Digital Products for your desired purposes.

6.5   You warrant and represent that you have all your own necessary and validly licensed software applications for you to be able to use the Digital Products as envisaged by this Licence.

7   LIMITATION OF LIABILITY

7.1   You acknowledge that the Digital Products have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Digital Products as described in the Documents meet your requirements.

7.2   If you are a business:

7.3   we only supply the Digital Products and Documents for use by your business, and you agree not to use the Digital Products or Documents for any re-sale purposes except as set out in this Licence;

7.4   we shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

7.4.1   loss of profits, sales, business, or revenue;

7.4.2   business interruption;

7.4.3   loss of anticipated savings;

7.4.4   loss or corruption of data or information;

7.4.5   loss of business opportunity, goodwill or reputation;
where any of the losses set out in condition 7.4.1 to condition 7.4.5 are direct or indirect; or


7.4.6
   any special, indirect or consequential loss, damage, charges or expenses.

7.5   Other than the losses set out in condition 7.4 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Licence Fee. This maximum cap does not apply to condition 7.7.

7.6   If you are a consumer:

7.6.1   if we materially fail to comply with these terms, and as a result we are directly responsible for loss or damage you suffer that is a foreseeable result of our breaking this Licence or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence was made, both we and you knew it might happen; and

7.6.2   if defective Digital Products are directly responsible for damaging a device or other digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation or configuration instructions or to have in place the minimum system requirements advised by us.

7.7   Nothing in this Licence shall limit or exclude our liability for:

7.7.1   death or personal injury resulting from our negligence;

7.7.2   fraud or fraudulent misrepresentation;

7.7.3   any other liability that cannot be excluded or limited by English law.

7.8   This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Digital Products and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Digital Products and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

8   TERMINATION

8.1   We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

8.2   On termination for any reason:

8.2.1   all rights granted to you under this Licence shall cease;

8.2.2   you must immediately cease all activities authorised by this Licence; and

8.2.3   you must immediately and permanently delete or remove the Digital Products from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Digital Products and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

9   WEBSITE CONTENT

9.1   Your use of our website (www.awesomedog.com) and the content therein is subject to separate terms of use which are available at https://www.awesomedog.com/pages/website-terms-of-use.

10   COMMUNICATIONS BETTWEEN US

10.1   We may update the terms of this Licence at any time on notice to you in accordance with this condition 9. Your continued use of the Digital Products and Documents following the deemed receipt and service of the notice under condition 10.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Digital Products and Documents on the deemed receipt and service of the notice.

10.2   If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order the Digital Products.

10.3   Note that any notice:

10.3.1   given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

10.3.2   given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

10.4   In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

11   EVENTS OUTSIDE OUR CONTROL

11.1   We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 11.2.

11.2   An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

11.3   If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

11.3.1   our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

11.3.2   we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

12   HOW WE USE YOUR PERSONAL INFORMATION

12.1   Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Digital Products and the Documents and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in our privacy notice and it is important that you read that information.

13   OTHER IMPORTANT TERMS

13.1   We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

13.2   You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

13.3   This Licence is between you and us. No other person shall have any rights to enforce any of its terms.

13.4   This Licence and any document expressly referred to in it constitute the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

13.5   f we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.

13.6   Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

13.7   Governing law and jurisdiction:

13.7.1   if you are a consumer, these terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

13.7.2   if you are a business, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England.

 

 (last updated 07/09/2020)