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This End User Access and License Agreement (Licence) is a legal agreement between you (Licensee or you) and Studio 397 BV of Utrechtseweg 341, 3818 EL Amersfoort, Netherlands (Licensor, us or we) for:
(i) the Le Mans Ultimate computer game software, together with any updates, releases or developments provided to you by us in relation to that computer software and, where applicable, the associated media (Software); and
(ii) any printed materials and electronic documentation provided to you by us in relation to the Software (Documentation).
We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
PLEASE READ THESE LICENCE TERMS CAREFULLY. BY INSTALLING OR ACCESSING THE SOFTWARE OR DOCUMENATION YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU.
1. GRANT AND SCOPE OF LICENCE, MINOR CHANGES AND UPDATES1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use one copy of the Software and the Documentation on the terms of this Licence.
1.2 You may install and use the Software for your personal purposes only:
1.2.1 on one computer owned or leased by you at any one point in time; and
1.2.2 use any of the Documentation in support of the use permitted under clause 1.2.
1.3 We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.
2. RESTRICTIONS2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1.1 not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software;
2.1.2 not to rent, lease, sub-licence, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
2.1.3 not to exploit or permit exploitation of the Software or Documentation or any part thereof commercially including without limitation providing training in relation to the Software;
2.1.4 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or part of the Software nor attempt to do any such things;
2.1.5 not to remove, disable or circumvent any copy protection or proprietary notices or labels contained on or within the Software or Documentation;
2.1.6 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person;
2.1.7 not to use the Software via any communications network or by means of remote access;
2.1.8 to comply with all other operating rules, policies and procedures that may be contained within the Documentation and/or published by us from time to time in relation to the Software and notified to you; and
2.1.9 to comply with all applicable technology control or export laws and regulations.
3. REGISTRATION3.1 As a condition to using certain aspects of the Software including access to online services or features, you are required to register with us and create a user name and password. In relation to this:
3.1.1 you shall provide accurate, complete and updated registration information;
3.1.2 you shall not:
3.1.2.1 select or use a user name of another person with the attempt to impersonate that person;
3.1.2.2 use a name subject to any rights of a person other than you without appropriate authorisation; or
3.1.2.3 use a name that is otherwise offensive, vulgar or obscene.
3.2 You must treat as confidential any password or any other piece of information you are given or choose as part of our security procedures. You must not share that information, or your account, with anyone else. You are solely responsible for any activity that occurs on your account.
3.3 We have the right to disable any user account or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of this Licence.
3.4 You must immediately notify us in writing of any unauthorised use of your account, or other account related security breach which you are aware.
4. CUSTOM LIVERIES4.1 Where such functionality exists in the Software, you may be able to upload, create and share your own custom paint skins for cars in accordance with the Documentation and subject to these terms and conditions (Custom Liveries).
4.2 To the fullest extent permitted by law, you hereby irrevocably and unconditionally grant and assign all worldwide rights, title and interest in and to such Custom Liveries, including without limitation all intellectual property and other rights therein and thereto (Assigned Rights), to us free of charge, and you acknowledge and agree that the we may use, sell, display, disclose, revise, delete, and otherwise exploit such Custom Liveries in any manner and for any purpose whatsoever, without compensation to you. Insofar as the Assigned Rights do not vest automatically by operation of law or under this agreement, you shall hold legal title in these rights and inventions on trust for us.
4.3 You hereby waive any moral rights in the Custom Liveries to which you are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction in relation to the Custom Liveries, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Custom Liveries or other materials infringes your moral rights.
4.4 You agree on an ongoing basis that you will:
4.4.1 ensure that you have obtained all rights and consents necessary to enable you to upload, create and share the Custom Liveries on the Software and to grant and assign the Assigned Rights to us pursuant to clause 4.2 above;
4.4.2 ensure that your Custom Liveries are not threatening, defamatory, obscene, offensive, abusive, discriminatory, inflammatory, blasphemous, in breach of confidence, objectionable and does not contain any software or other material protected by copyright or any other form of intellectual property right unless you own or control such rights or have received all necessary licenses and/or approvals; and
4.4.3 not upload to, distribute through or otherwise publish through the Software when uploading, creating and/or sharing the Custom Liveries, any viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment.
4.5 You hereby warrant and represent on an ongoing basis that:
4.5.1 you have not given and will not give permission to any third party to use any of the Customer Liveries, nor any of the intellectual property rights in the Custom Liveries;
4.5.2 you are unaware of any use by any third party of any of the Custom Liveries or intellectual property rights in the Custom Liveries; and
4.5.3 use of the Custom Liveries or the intellectual property rights in the Custom Liveries by us will not infringe the rights of any third party.
4.6 You agree to indemnify us and keep us indemnified at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any intellectual property infringement claim or other claim relating to the Custom Liveries supplied by you to us during your use of the Software.
5. INTELLECTUAL PROPERTY RIGHTS 5.1 You acknowledge that all intellectual property rights (including without limitation copyright) in the Software and the Documentation throughout the world are owned by or expressly licensed by us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this Licence.
5.2 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.
5.3 All trade marks and logos mentioned in the Software and Documentation are the property of their respective owners. The trade marks and logos displayed on the Software and/or our website may not be used without the prior written consent of us or their respective owners.
6. DISCLAIMER AND LIABILITY6.1 Except as expressly and specifically provided in this Licence:
6.1.1 the Licensor shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Licensor or its authorised reseller by the Licensee in connection with this Licence, or any actions taken by the Licensor at the Licensee’s direction;
6.1.2 the Licensor makes no warranty of any kind that the Software is error free or that the use thereof will be uninterrupted; and
6.1.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statue or common law are, to the fullest extent permitted by applicable law, excluded from this Licence.
7. LIMITATION OF LIABILITY
7.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:
7.1.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; and
7.1.2 fraud or fraudulent misrepresentation.
7.2 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are 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. For the avoidance of doubt, we are not liable to you for any special, indirect or consequential loss.
7.3 We are not liable for business losses. The Software is for domestic and private use. If you use the Software for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.4 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
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 the written notice requiring you to do so.
8.2 Upon termination for any reason:
8.2.1 all rights granted to you under this Licence shall cease;
8.2.2 you must cease all activities authorised by this Licence;
8.2.3 you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control, and in the case of destruction, certify to us that you have done so; and
8.2.4 all provisions hereof which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.
9. COMMUNICATIONS AND HOW WE MAY USE YOUR PERSONAL INFORMATION
9.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://motorsportgames.com/privacy-policy/ and it is important that you read that information.
9.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.
10. OTHER IMPORTANT TERMS
10.1 The Licence between you and us with respect to the Software and Documentation supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us.
10.2 This Licence is personal to you, and is not assignable or transferable by you without our written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
10.3 Each of the provisions of these terms operates separately. If any provision of this Licence is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Licence will otherwise remain in full force and effect and enforceable.
10.4 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
10.5 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
10.6 We shall not be liable for any failure to perform its obligations hereunder due to any cause beyond our control.
10.7 No agency, partnership, joint venture or employment relationship is created or implied as a result of this Licence and neither party has any authority of any kind to bind the other party in any respect.
10.8 This Licence, its subject matter and its formation, are governed by English law
(i) the Le Mans Ultimate computer game software, together with any updates, releases or developments provided to you by us in relation to that computer software and, where applicable, the associated media (Software); and
(ii) any printed materials and electronic documentation provided to you by us in relation to the Software (Documentation).
We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
PLEASE READ THESE LICENCE TERMS CAREFULLY. BY INSTALLING OR ACCESSING THE SOFTWARE OR DOCUMENATION YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU.
1. GRANT AND SCOPE OF LICENCE, MINOR CHANGES AND UPDATES1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use one copy of the Software and the Documentation on the terms of this Licence.
1.2 You may install and use the Software for your personal purposes only:
1.2.1 on one computer owned or leased by you at any one point in time; and
1.2.2 use any of the Documentation in support of the use permitted under clause 1.2.
1.3 We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.
2. RESTRICTIONS2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.1.1 not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software;
2.1.2 not to rent, lease, sub-licence, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
2.1.3 not to exploit or permit exploitation of the Software or Documentation or any part thereof commercially including without limitation providing training in relation to the Software;
2.1.4 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or part of the Software nor attempt to do any such things;
2.1.5 not to remove, disable or circumvent any copy protection or proprietary notices or labels contained on or within the Software or Documentation;
2.1.6 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person;
2.1.7 not to use the Software via any communications network or by means of remote access;
2.1.8 to comply with all other operating rules, policies and procedures that may be contained within the Documentation and/or published by us from time to time in relation to the Software and notified to you; and
2.1.9 to comply with all applicable technology control or export laws and regulations.
3. REGISTRATION3.1 As a condition to using certain aspects of the Software including access to online services or features, you are required to register with us and create a user name and password. In relation to this:
3.1.1 you shall provide accurate, complete and updated registration information;
3.1.2 you shall not:
3.1.2.1 select or use a user name of another person with the attempt to impersonate that person;
3.1.2.2 use a name subject to any rights of a person other than you without appropriate authorisation; or
3.1.2.3 use a name that is otherwise offensive, vulgar or obscene.
3.2 You must treat as confidential any password or any other piece of information you are given or choose as part of our security procedures. You must not share that information, or your account, with anyone else. You are solely responsible for any activity that occurs on your account.
3.3 We have the right to disable any user account or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of this Licence.
3.4 You must immediately notify us in writing of any unauthorised use of your account, or other account related security breach which you are aware.
4. CUSTOM LIVERIES4.1 Where such functionality exists in the Software, you may be able to upload, create and share your own custom paint skins for cars in accordance with the Documentation and subject to these terms and conditions (Custom Liveries).
4.2 To the fullest extent permitted by law, you hereby irrevocably and unconditionally grant and assign all worldwide rights, title and interest in and to such Custom Liveries, including without limitation all intellectual property and other rights therein and thereto (Assigned Rights), to us free of charge, and you acknowledge and agree that the we may use, sell, display, disclose, revise, delete, and otherwise exploit such Custom Liveries in any manner and for any purpose whatsoever, without compensation to you. Insofar as the Assigned Rights do not vest automatically by operation of law or under this agreement, you shall hold legal title in these rights and inventions on trust for us.
4.3 You hereby waive any moral rights in the Custom Liveries to which you are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction in relation to the Custom Liveries, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Custom Liveries or other materials infringes your moral rights.
4.4 You agree on an ongoing basis that you will:
4.4.1 ensure that you have obtained all rights and consents necessary to enable you to upload, create and share the Custom Liveries on the Software and to grant and assign the Assigned Rights to us pursuant to clause 4.2 above;
4.4.2 ensure that your Custom Liveries are not threatening, defamatory, obscene, offensive, abusive, discriminatory, inflammatory, blasphemous, in breach of confidence, objectionable and does not contain any software or other material protected by copyright or any other form of intellectual property right unless you own or control such rights or have received all necessary licenses and/or approvals; and
4.4.3 not upload to, distribute through or otherwise publish through the Software when uploading, creating and/or sharing the Custom Liveries, any viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment.
4.5 You hereby warrant and represent on an ongoing basis that:
4.5.1 you have not given and will not give permission to any third party to use any of the Customer Liveries, nor any of the intellectual property rights in the Custom Liveries;
4.5.2 you are unaware of any use by any third party of any of the Custom Liveries or intellectual property rights in the Custom Liveries; and
4.5.3 use of the Custom Liveries or the intellectual property rights in the Custom Liveries by us will not infringe the rights of any third party.
4.6 You agree to indemnify us and keep us indemnified at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any intellectual property infringement claim or other claim relating to the Custom Liveries supplied by you to us during your use of the Software.
5. INTELLECTUAL PROPERTY RIGHTS 5.1 You acknowledge that all intellectual property rights (including without limitation copyright) in the Software and the Documentation throughout the world are owned by or expressly licensed by us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this Licence.
5.2 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.
5.3 All trade marks and logos mentioned in the Software and Documentation are the property of their respective owners. The trade marks and logos displayed on the Software and/or our website may not be used without the prior written consent of us or their respective owners.
6. DISCLAIMER AND LIABILITY6.1 Except as expressly and specifically provided in this Licence:
6.1.1 the Licensor shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Licensor or its authorised reseller by the Licensee in connection with this Licence, or any actions taken by the Licensor at the Licensee’s direction;
6.1.2 the Licensor makes no warranty of any kind that the Software is error free or that the use thereof will be uninterrupted; and
6.1.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statue or common law are, to the fullest extent permitted by applicable law, excluded from this Licence.
7. LIMITATION OF LIABILITY
7.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:
7.1.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; and
7.1.2 fraud or fraudulent misrepresentation.
7.2 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are 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. For the avoidance of doubt, we are not liable to you for any special, indirect or consequential loss.
7.3 We are not liable for business losses. The Software is for domestic and private use. If you use the Software for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.4 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
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 the written notice requiring you to do so.
8.2 Upon termination for any reason:
8.2.1 all rights granted to you under this Licence shall cease;
8.2.2 you must cease all activities authorised by this Licence;
8.2.3 you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control, and in the case of destruction, certify to us that you have done so; and
8.2.4 all provisions hereof which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.
9. COMMUNICATIONS AND HOW WE MAY USE YOUR PERSONAL INFORMATION
9.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://motorsportgames.com/privacy-policy/ and it is important that you read that information.
9.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.
10. OTHER IMPORTANT TERMS
10.1 The Licence between you and us with respect to the Software and Documentation supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us.
10.2 This Licence is personal to you, and is not assignable or transferable by you without our written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
10.3 Each of the provisions of these terms operates separately. If any provision of this Licence is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Licence will otherwise remain in full force and effect and enforceable.
10.4 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
10.5 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
10.6 We shall not be liable for any failure to perform its obligations hereunder due to any cause beyond our control.
10.7 No agency, partnership, joint venture or employment relationship is created or implied as a result of this Licence and neither party has any authority of any kind to bind the other party in any respect.
10.8 This Licence, its subject matter and its formation, are governed by English law