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BETA SOFTWARE LICENSE AGREEMENT
This Beta Software License Agreement (“Agreement”) is an agreement between you (the individual or Legal Entity that clicks the “I accept” button (“You” and “Your”)) and EnvelopVR, Inc. (“Envelop”) that governs your use of Envelop’s Envelop Virtual Environment software (the “Software”).
You may install and use the Software only if you accept all the terms and conditions contained in this Agreement. By clicking the “I accept” button below or using the Software, you are indicating that you understand this Agreement and accept all of its terms and conditions. If you do not accept all the terms and conditions of this Agreement, you are not permitted to install or use the Software.
If you accept or agree to the Agreement on behalf of a company, organization or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to the Agreement and, in such event, “You” and “Your” will refer and apply to that company or other legal entity. If you are between the age of 13 or whatever is the age of legal majority where You access the Software, you represent and warrant that your legal guardian has read, understood and agreed to this Agreement.
1. LICENSE.
1.1 Grant of License. Subject to Your compliance with the terms and conditions of this Agreement, Envelop hereby grants to You a personal, limited, nonexclusive, nontransferable, revocable license, during the term of this Agreement, to use the Software, in object code form only.
1.2 License Restrictions. You acknowledge that the Software contains valuable trade secrets and other intellectual property of Envelop and its licensors, and in order to protect such trade secrets and other intellectual property, You will not (and will not authorize anyone else to):
(i) reverse engineer, decompile or disassemble the Software;
(ii) copy (except as strictly necessary to use the Software in accordance with the terms of Section 1.1), modify or distribute any portion of the Software;
(iii) sell, rent, lease, sublicense or otherwise transfer the Software in any way;
(iv) work around any technical protections in the Software;
(v) publish the Software for others to copy;
(vi) use the Software to operate a service bureau or subscription service or for commercial software hosting services; or
(vii) Use or permit the Software to be used for purposes of competitive analysis or the development of a competitive product.
You will reproduce all of Envelop’s and its licensors’ copyright notices and any other proprietary rights notices on all copies of the Software that You make hereunder.
1.3 Limited Rights. Your rights in the Software are limited to those expressly granted in Section 1.1. Envelop and its licensors reserve all rights and licenses in and to the Software not expressly granted to You under this Agreement.
1.4 Log Data. You acknowledge that the Software may automatically record certain information about how You use the Software (“Log Data”). Log Data may include information such as Your Internet Protocol (IP) address, and other user engagement and interaction metrics and other statistics. Envelop may use and analyze Log Data to administer, improve, customize and enhance the Software. You can disable the recording of Log Data by opting out in the settings menu.
1.5 Export Restrictions. Licensee acknowledges that the Software may be subject to United States export jurisdiction. Licensee will comply with all applicable national and international laws that apply to Licensee’s use of the Software, including United States Export Administration Regulations, as well as end user, end use and destination restrictions which may be issued by the United States and other governments.
1.6 U.S. Government Restricted Rights. The Software is Commercial Computer Software and is licensed to U.S. government end users only as commercial items and only with those rights as are granted to all other end users under the terms and conditions set forth herein. Use, duplication or disclosure of the Software by the U.S. Government or a U.S. Government contractor or subcontractor is subject to the restrictions set forth herein and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or DFARS 227. 7202 (48 C.F.R. §227-7202) as applicable.
1.7 Third Party Content and Links. You may access third party content and links (“Third Party Content”) when using the Software. You agree that Envelop makes no representations or warranties and has no responsibility or liability with respect to Your access and use of Third Party Content. Your rights with respect to such Third Party Content are solely as set forth in any license agreement or other terms of service between You and the owner and/or provider of the Third Party Content. In no event will Envelop be considered the licensor of the Third Party Content or to have granted any rights to use the Third Party Content, or be deemed to have assumed any obligations with respect to the Third Party Content.
2. OWNERSHIP. You acknowledge and agree that as between the parties, Envelop owns all right, title, and interest in and to the Software, including all intellectual property rights embodied therein.
3. DISCLAIMERS.
3.1 Warranty Disclaimers. You understand and acknowledges that the Software is for evaluation purposes only, and may not be at the level of performance of a commercially available software, and that the Software is being provided “AS IS.” ENVELOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
3.2 Acknowledgment of Beta Software. The Software is Beta Software. As such You acknowledge and agree that: (a) the Software may not operate properly, be in final form or fully functional; (b) the Software may contain errors, design flaws or other problems; (c) it may not be possible to make the Software fully functional; (d) the information obtained using the Software may not be accurate; (e) use of the Software may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (f) Envelop is under no obligation to release a commercial version of the Software; and (g) Envelop has the unilateral right to abandon development of the Software, at any time and without any obligation or liability to You.
3.3 Your Data. You acknowledge and agree that will not rely on the Software for any reason or purpose. You further acknowledge and agree that You are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Software. Without limiting the foregoing, You are responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Your use of the Software.
3.4 No Technical Support. Envelop does not provide technical support for the Software under the terms of this Agreement. For support options, terms and conditions, please contact support@envelopvr.com.
3.5 Health and Safety. User of the Software may cause discomfort in some cases. Envelop provides the Software subject to the same health and safety warnings as provided by the manufacturer of Your virtual reality headset.
4. LIMITATION ON LIABILITY. IN NO EVENT WILL ENVELOP BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE SOFTWARE OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ENVELOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
5. TERM AND TERMINATION. You will have the rights set forth herein for so long as You comply with the terms of this Agreement. This Agreement automatically terminates if You breach its terms and such breach is not cured within thirty (30) days of Envelop’s written notice of breach or is not able to be cured. If this Agreement is terminated, you must immediately uninstall and stop using the Software. The provisions of Sections 2, 3, 4, 5, and 6 will survive any termination or expiration of this Agreement.
6. GENERAL PROVISIONS.
6.1 Assignment. You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Envelop. Any attempted assignment without such consent will be null and of no effect. Envelop may assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
6.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington, USA (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in King County, Washington and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
6.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.
6.4 Waiver. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.
6.5 Notices. All notices required or permitted under this Agreement will be via e-mail. All communications to Envelop must be sent to support@envelopvr.com, and all communications to You will be made to the e-mail address provided during the registration process.
6.6 Entire Agreement. This Agreement and the attached exhibits constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
If you agree to the foregoing terms and conditions and desire to use the Software, please click the “I Accept” button below. Otherwise, please click the “I Do Not Accept” button and you will not be able to access or use the Software.
This Beta Software License Agreement (“Agreement”) is an agreement between you (the individual or Legal Entity that clicks the “I accept” button (“You” and “Your”)) and EnvelopVR, Inc. (“Envelop”) that governs your use of Envelop’s Envelop Virtual Environment software (the “Software”).
You may install and use the Software only if you accept all the terms and conditions contained in this Agreement. By clicking the “I accept” button below or using the Software, you are indicating that you understand this Agreement and accept all of its terms and conditions. If you do not accept all the terms and conditions of this Agreement, you are not permitted to install or use the Software.
If you accept or agree to the Agreement on behalf of a company, organization or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to the Agreement and, in such event, “You” and “Your” will refer and apply to that company or other legal entity. If you are between the age of 13 or whatever is the age of legal majority where You access the Software, you represent and warrant that your legal guardian has read, understood and agreed to this Agreement.
1. LICENSE.
1.1 Grant of License. Subject to Your compliance with the terms and conditions of this Agreement, Envelop hereby grants to You a personal, limited, nonexclusive, nontransferable, revocable license, during the term of this Agreement, to use the Software, in object code form only.
1.2 License Restrictions. You acknowledge that the Software contains valuable trade secrets and other intellectual property of Envelop and its licensors, and in order to protect such trade secrets and other intellectual property, You will not (and will not authorize anyone else to):
(i) reverse engineer, decompile or disassemble the Software;
(ii) copy (except as strictly necessary to use the Software in accordance with the terms of Section 1.1), modify or distribute any portion of the Software;
(iii) sell, rent, lease, sublicense or otherwise transfer the Software in any way;
(iv) work around any technical protections in the Software;
(v) publish the Software for others to copy;
(vi) use the Software to operate a service bureau or subscription service or for commercial software hosting services; or
(vii) Use or permit the Software to be used for purposes of competitive analysis or the development of a competitive product.
You will reproduce all of Envelop’s and its licensors’ copyright notices and any other proprietary rights notices on all copies of the Software that You make hereunder.
1.3 Limited Rights. Your rights in the Software are limited to those expressly granted in Section 1.1. Envelop and its licensors reserve all rights and licenses in and to the Software not expressly granted to You under this Agreement.
1.4 Log Data. You acknowledge that the Software may automatically record certain information about how You use the Software (“Log Data”). Log Data may include information such as Your Internet Protocol (IP) address, and other user engagement and interaction metrics and other statistics. Envelop may use and analyze Log Data to administer, improve, customize and enhance the Software. You can disable the recording of Log Data by opting out in the settings menu.
1.5 Export Restrictions. Licensee acknowledges that the Software may be subject to United States export jurisdiction. Licensee will comply with all applicable national and international laws that apply to Licensee’s use of the Software, including United States Export Administration Regulations, as well as end user, end use and destination restrictions which may be issued by the United States and other governments.
1.6 U.S. Government Restricted Rights. The Software is Commercial Computer Software and is licensed to U.S. government end users only as commercial items and only with those rights as are granted to all other end users under the terms and conditions set forth herein. Use, duplication or disclosure of the Software by the U.S. Government or a U.S. Government contractor or subcontractor is subject to the restrictions set forth herein and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or DFARS 227. 7202 (48 C.F.R. §227-7202) as applicable.
1.7 Third Party Content and Links. You may access third party content and links (“Third Party Content”) when using the Software. You agree that Envelop makes no representations or warranties and has no responsibility or liability with respect to Your access and use of Third Party Content. Your rights with respect to such Third Party Content are solely as set forth in any license agreement or other terms of service between You and the owner and/or provider of the Third Party Content. In no event will Envelop be considered the licensor of the Third Party Content or to have granted any rights to use the Third Party Content, or be deemed to have assumed any obligations with respect to the Third Party Content.
2. OWNERSHIP. You acknowledge and agree that as between the parties, Envelop owns all right, title, and interest in and to the Software, including all intellectual property rights embodied therein.
3. DISCLAIMERS.
3.1 Warranty Disclaimers. You understand and acknowledges that the Software is for evaluation purposes only, and may not be at the level of performance of a commercially available software, and that the Software is being provided “AS IS.” ENVELOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
3.2 Acknowledgment of Beta Software. The Software is Beta Software. As such You acknowledge and agree that: (a) the Software may not operate properly, be in final form or fully functional; (b) the Software may contain errors, design flaws or other problems; (c) it may not be possible to make the Software fully functional; (d) the information obtained using the Software may not be accurate; (e) use of the Software may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (f) Envelop is under no obligation to release a commercial version of the Software; and (g) Envelop has the unilateral right to abandon development of the Software, at any time and without any obligation or liability to You.
3.3 Your Data. You acknowledge and agree that will not rely on the Software for any reason or purpose. You further acknowledge and agree that You are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Software. Without limiting the foregoing, You are responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Your use of the Software.
3.4 No Technical Support. Envelop does not provide technical support for the Software under the terms of this Agreement. For support options, terms and conditions, please contact support@envelopvr.com.
3.5 Health and Safety. User of the Software may cause discomfort in some cases. Envelop provides the Software subject to the same health and safety warnings as provided by the manufacturer of Your virtual reality headset.
4. LIMITATION ON LIABILITY. IN NO EVENT WILL ENVELOP BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE SOFTWARE OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ENVELOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
5. TERM AND TERMINATION. You will have the rights set forth herein for so long as You comply with the terms of this Agreement. This Agreement automatically terminates if You breach its terms and such breach is not cured within thirty (30) days of Envelop’s written notice of breach or is not able to be cured. If this Agreement is terminated, you must immediately uninstall and stop using the Software. The provisions of Sections 2, 3, 4, 5, and 6 will survive any termination or expiration of this Agreement.
6. GENERAL PROVISIONS.
6.1 Assignment. You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Envelop. Any attempted assignment without such consent will be null and of no effect. Envelop may assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
6.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington, USA (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in King County, Washington and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
6.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.
6.4 Waiver. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.
6.5 Notices. All notices required or permitted under this Agreement will be via e-mail. All communications to Envelop must be sent to support@envelopvr.com, and all communications to You will be made to the e-mail address provided during the registration process.
6.6 Entire Agreement. This Agreement and the attached exhibits constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
If you agree to the foregoing terms and conditions and desire to use the Software, please click the “I Accept” button below. Otherwise, please click the “I Do Not Accept” button and you will not be able to access or use the Software.