TEOOH PLATFORM EULA
Date of Last Revision: 30 September 2019
The following end user licence terms and conditions (“EULA”) apply to all use of each version and iteration of the TEOOH platforms (the “Software”) as made available by TEOOH Limited (“TEOOH”). For the avoidance of doubt, the Software includes the software application itself and any accompanying online or electronic documentation.
PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SOFTWARE, AS IT EXPLAINS HOW YOU ARE LICENSED TO USE THE SOFTWARE. IF YOU HAVE QUERIES CONCERNING THIS EULA YOU MAY CONTACT US AT email@example.com.
1.1 This Software has been produced by and is the property of TEOOH. TEOOH is also referred to as “us”, “we”, and “our” in this EULA. Our registered office is at New Penderel House, 4th Floor, 283-288 High Holborn, London, United Kingdom, WC1V 7HP. We are a company registered in England, with company number 11684661.
1.2 THE TERMS AND CONDITIONS BELOW SET OUT THE AGREEMENT BETWEEN YOU (“you”) AND US FOR THE USE OF THE SOFTWARE SO PLEASE READ THIS CAREFULLY.
1.3 BY USING THE SOFTWARE YOU ARE AGREEING TO BE BOUND BY AND BECOME A PARTY TO THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA YOU SHOULD NOT USE THE SOFTWARE.
2. IMPORTANT TERMS
2.1 ANY USE, REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE EXCEPT IN ACCORDANCE WITH THIS EULA IS EXPRESSLY PROHIBITED.
2.2 THIS EULA LIMITS OUR LIABILITY AS SET OUT IN CLAUSE 14 BELOW.
2.3 IF YOU ARE UNDER THE AGE OF 18 YOU MUST NOT USE THE SOFTWARE.
3. THIRD PARTY SERVICES
We may link to, incorporate or use third party software and services such as social networking or sharing features within the Software. Use of any such software or services is subject to the terms of those third parties, and you agree to comply with any such third party terms and conditions when using the Software.
4. YOUR USE OF THE SOFTWARE
4.1 By using the Software, you confirm that you are either 18 years of age or older.
4.2 You acknowledge that we are not responsible for how other users use the Software and therefore we accept no liability in regard to the quality of information made available via the Software. Accordingly we give no warranties or representations in respect of the accuracy or reliability of any third party content made available via the Software and the service generally.
5. OWNERSHIP OF THE SOFTWARE AND CONTENT
5.1 Unless otherwise expressly specified, all right, title, interest and ownership rights and any copyright, design right, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets and trade marks (whether registered or unregistered) and any applications therefor and other intellectual property rights (together “Intellectual Property Rights”) in the Software and the Software content, including but not limited to all text, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content ("Content") belong to us and/or our licensors. All rights are asserted and reserved, save for those granted under this EULA. The Software or Content may contain licensed materials and our licensors may act to protect their interests in the event of any breach of this EULA.
5.2 We grant you a non-exclusive, personal, revocable, non-transferable licence to use the Software and Content on systems or devices which you own or control and which have the necessary specifications to run and operate the Software.
5.3 All third party trade names and trade-marks are the property of their respective owners and we make no warranty or representation in relation thereto.
5.4 If you are a rights owner (or agent acting for a rights owner) and believe that any content made available through the Software infringes your intellectual property rights and you wish us to remove it or suspend/disable access to it, please send a notice by email to firstname.lastname@example.org with “Notice & Takedown” in the email subject line. In your email you must set out the following information:
5.4.1 Details of the content you claim is infringed, together which sufficient information for us to identify the content within the Software;
5.4.2 Sufficient contact information (including email address) for us to contact you to discuss your claim;
5.4.3 A statement that: you are the rights holder, or duly authorised by the rights holder to act on their behalf; that you believe in good faith that the use of the content complained of is not authorised by you or the rights owner; and that the information you supply in your notice is true.
6. LINKS TO WEBSITES
7. SYSTEM AND PLATFORM REQUIREMENTS
7.1 This Software has been developed to work on the latest version of the operating system and/or browser available at the time of its release. Platform and operating system vendors may from time to time update their software and we may, but shall not be obligated to, update the Software if necessary to ensure that it's functionality and performance continue with any such update. It is your obligation to ensure that you are using the latest compatible public release of any such operating system or platform. We may require you to update the Software.
7.2 You may require an internet connection, which you must procure at your own expense, to use the Software.
8.1 You will need to set up an account in order to use and access some of the Software. To set up an account you may need to register by submitting certain information and choose a username and password.
8.2 You agree, accept and understand that:
8.2.1 you will ensure information held about you by us is accurate and up to date and that you can amend your registration details at any time either through the Software or by writing to us at email@example.com;
8.2.2 you are and shall remain responsible for maintaining the confidentiality of your account credentials; and
8.2.3 you are solely liable for any use of the Software using your account.
9.1 The Software may allow you and other users of the Software to submit content for use in the Software or otherwise by us or third parties (each a “Contribution”). To the extent that such Contributions are permitted by the Software, we are involved in the transmission, storage, retrieval, hosting, formatting or translation of third party communications without selection or alteration of the content of the communication, for which the Software is a mere conduit. By using the Software you agree we have no responsibility to review the content of any Contributions and that all Contributions are made available on the basis that we are not required to and do not exercise any control in respect of their content.
9.2 We shall be entitled to remove, restrict, suspend or alter any user account and any Contribution for any reason in our discretion including, without limitation, because conduct or content associated with such account or Contributions might be unacceptable as described in this EULA.
9.3 You agree we may use, publish, edit, modify and adapt the Contributions you make available, or post to or transmit through the Software (“Your Contributions”) for the purpose of providing Software and our products or services to you and others and you hereby grant us an irrevocable, sub-licensable, unrestricted non-exclusive right and licence and all necessary permissions, consents and licences required for us to use Your Communications in that way.
9.4 You agree and undertake that you are entitled to make available, or post to or transmit to the Software Your Contributions and will not make available, or post to or transmit to the Software any statement, material or other Contributions, nor use the Software in any way, that:
9.4.1 is abusive, seditious, pornographic, aggressive, homophobic, defamatory, libellous, untrue, hateful, discriminatory, obscene, inflammatory or racist;
9.4.2 harasses, bullies or intimidates any person;
9.4.3 encourages any violation of this EULA;
9.4.4 is unlawful, malicious, misleading (including impersonation), discriminatory or which gives rise to civil or criminal liability or which might call us or the Software into disrepute;
9.4.5 infringes upon the intellectual property or other rights of any third party or facilitates or encourages such infringement or entails the distribution of any other person’s personal information (other than your own);
9.4.6 is technically harmful such as the introduction of computer viruses, worms, logic bombs or other malicious software or harmful data, or otherwise attempts to or actually does modify or interfere with the Software or overburden or disrupt any computer or server used by the Software;
9.4.7 contains any restricted material, including but not limited to passwords, medical information or confidential information of any person;
9.4.8 constitutes, in our reasonable opinion, misuse of the Software, or an attempt to gain unauthorised access to the Software or parts thereof, or to the accounts of other users or networks or devices; or
9.4.9 solicits, invites, encourages, advocates, incites or provokes any or all of the foregoing.
9.5 If you discover Contributions which you believe contravene the EULA please notify us via the email address firstname.lastname@example.org.
9.6 In the event that you breach any provision of this EULA we may suspend your access to the Software or part thereof.
10. VIRTUAL GOODS
10.1 This clause applies insofar as the Software permits you to use a third party payment mechanism to obtain virtual items, including paid virtual events (“Virtual Items”). Your order for any Virtual Item represents an offer to us to purchase that Virtual Item, and our acceptance of that offer shall only occur once we make the Virtual Item available to you or take your payment, prior to which we may decline your order for any reason.
10.2 You are entitled to cancel purchases of Virtual Items you make through the Game within 14 days, and to receive a full refund. However, you agree that if we begin to supply you with Virtual Items before the end of that period, then you will no longer be entitled to change your mind about the purchase.
10.3 To cancel a purchase in accordance with Clause 10.2 you can either request a refund through the platform on which you made that purchase, or contact us using the model cancellation form below:
I hereby give notice that I withdraw from my contract for the following purchase: [INSERT ORDER ID, ITEM], ordered on [INSERT DATE].
From: [YOUR NAME]
[YOUR EMAIL / TELEPHONE (optional)]
10.4 You may use Virtual Items solely in connection with permitted use of the Software. You do not own the Virtual Items. You only have a licence to use them, for their permitted uses, as may be amended and notified to you from time to time, in connection with the Software and subject to your compliance with the rest of this EULA.
10.5 You understand and agree that Virtual Items have no cash or redemption value and your licence to use them will be suspended and/or terminated if you are denied access to your account or your account is shut down, frozen or terminated for any reason in accordance with this EULA and we shall have no obligation to make any refund or otherwise compensate you in any amount under such circumstances unless expressly indicated otherwise, and subject to your mandatory consumer rights.
10.6 You are not permitted to trade, exchange, sell, rent or otherwise transfer or deal in the Virtual Items or your account without our prior written permission. You shall not access or use any account or Virtual Items which have been traded, exchanged, sold, rented or otherwise transferred or dealt in.
11. INDEMNITY / COMPENSATION
11.1 You agree to indemnify (compensate) us and keep us indemnified from and against all claims, damages, expenses, costs and liabilities (including legal fees) relating to or arising from your use of the Software or arising from any breach or suspected breach of this EULA by you or your violation of any law or the rights of any third party.
11.2 You further agree that we would be irreparably damaged if the terms of this EULA were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this EULA, in addition to such other remedies as we might otherwise have available under applicable laws.
12. TERM AND TERMINATION
12.1 This EULA takes effect upon your use of the Software and remains effective until terminated by either of us. You may terminate this EULA at any time by deleting your account. The EULA shall automatically terminate if you fail to comply with any term or condition of this EULA. Upon termination you shall cease all use of the Software.
12.2 The following clauses of the EULA shall survive termination: Clause 5 (Ownership), Clause 11(Indemnity/Compensation), Clause 12 (Term and Termination), Clause 14 (Limitation of Liability) and Clauses 17-22 inclusive (General Provisions).
13. SUPPORT AND CONTACTING US
13.1 The Software is provided “as is”. However if you need any help and support please email email@example.com we shall endeavour to assist you.
14. OUR LIMITATIONS OF LIABILITY
14.1 We are only 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 these terms 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 you accepted these terms, both we and you knew it might happen.
14.2 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 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
14.3 Nothing in the EULA shall limit your statutory consumer rights.
14.4 We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity through your use of the Software.
14.5 Please back-up content and data used with the Software. We recommend that you back up any content and data used in connection with the Software, to protect yourself in case of problems with the Software.
14.6 Check that the Software is suitable for you. The Software has not been developed to meet your individual requirements. Please check that the facilities and functions of the Software meet your requirements.
14.7 We are not responsible for events outside our control. If our support for the Software is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
14.8 Our maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £10. This does not apply to the types of loss set out in condition 14.2.
14.9 You acknowledge that content in the Software may be updated, altered or removed at any time without notice to you. We are not responsible for the content, transmission, receipt, hosting, processing or other use of any Contribution.
14.10 The Software is provided ‘as is’ and on an ‘as available’ basis without any representation, endorsement or warranty of any kind other than that it will be of satisfactory quality, as described, and fit for purpose.
14.11 We do not guarantee that the Software will be (i) free of errors, viruses or bugs or other defects; or (ii) that the Software or any information displayed or distributed through the Software or in the accompanying documentation will be accurate or complete; or (iii) that any defects in the Software will be corrected; or (iv) that operation of the Software will be uninterrupted.
15.1 In using the Software you agree not to:
15.1.1 hack, attempt to hack, modify, adapt, merge, translate, disassemble, decompile or reverse engineer or create derivative works out of the Software or any information contained in it, to the fullest extent permitted by applicable law;
15.1.2 make the Software available to any third party;
15.1.3 use or deal in the Software except as permitted by these terms and conditions;
15.1.4 make any other commercial use of the Software without our prior written consent;
15.1.5 use the Software nor process or use the information contained on or within the Software unfairly or for any illegal or immoral purpose;
15.1.6 sell, distribute, reproduce, transfer, publicly display, translate, modify, adapt, create derivative works from, deconstruct, reverse engineer, decompile or disassemble, rent, lease, loan, sub-license or otherwise deal in copies or reproductions of the Software or Content in any way except as expressly permitted by this EULA;
15.1.7 remove, delete, obscure, disable, modify, add to or tamper with any program code or data, copyright, trade mark or other proprietary notices and legends contained on or in the Software or the Content;
15.1.8 create software which replicates or mimics any data or functionality in the Software;
15.1.9 remove, disable or circumvent any copy protection software contained on or within the Software or Content;
15.2 Notwithstanding clause 15.1 you may reverse engineer, decompile or disassemble the Software only insofar as you are entitled to do so by the Copyright, Designs and Patents Act 1988 or other applicable law.
15.3 All works or copies of works arising from activities permitted by clause 15.2 shall belong to, vest in and be the exclusive property of us upon creation, and you shall permanently delete all such works in your possession or control immediately once you have concluded those activities.
16. HEALTH AND SAFETY PRECAUTIONS
16.1 The Software or Content may contain flashing lights, realistic images and simulations.
PLEASE READ THIS NOTICE BEFORE YOU USE THE SOFTWARE
16.2 Some people experience side effects such as motion sickness, epileptic seizures, momentary loss of consciousness, dizziness, motion sickness or nausea when viewing certain types of flashing light or pattern including when using VR equipment and VR content. This may happen where a person has not previously suffered in this way and have no known symptoms or history of such side effects. If you or anyone considering using the Software suffers or has suffered in this way, has a condition which makes this possible or has experienced similar symptoms, please consult a doctor before using the Software. If you or they are already using the Software please stop and consult a doctor.
16.3 If you or any part of you feels tired, fatigue or discomfort whilst using the Software please stop and rest. If it continues after you stop playing please consult a doctor. If you have suffered or suffer from an injury the use of software, particularly together with VR equipment, can aggravate it. In that case please consult a doctor. Failure to follow this advice may result in long term injury.
PLEASE FOLLOW THESE PRECAUTIONS WHENEVER USING THE SOFTWARE WITH VR EQUIPMENT:
16.4.1 only use the Software with VR equipment (including VR headsets and sensors) in a safe environment;
16.4.2 be aware of your surroundings before using the Software with VR equipment;
16.4.3 do not use a VR headset and/or VR hardware, if you are sick, sleep, or feel tired, fatigue or discomfort, under the influence of alcohol or drugs, or hung-over;
16.4.4 do not use the Software with VR equipment while in a moving vehicle such as a car, bus, or train;
16.4.5 do not use VR equipment for too long at any one time, please follow all guidance applicable to or accompanying the Software you use in respect of playing time and take a 10 to 15 minute break every 30 minutes.
17. NO WAIVER
No waiver by us of any failure by you to comply with or perform a provision of this EULA shall constitute a waiver of any preceding or succeeding failure.
This EULA is personal to you. You may not assign, sub-license, transfer or dispose of your rights or obligations under this agreement.
19. CHANGES TO THIS EULA
We may change this EULA for any legal, regulatory or security reasons, or for any other reason we reasonably decide. We will notify you of any changes and you will be required to accept the changes to continue to use the Software.
20. COMPLAINTS AND ALTERNATIVE DISPUTE RESOLUTION
20.1 Should you have any queries or complaints, please get in touch at: firstname.lastname@example.org.
20.2 Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to consider an alternative dispute resolution provider. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
If any provisions of this EULA are held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
22. GOVERNING LAW AND JURISDICTION
22.1 Subject always to applicable mandatory consumer protections (should these be deemed to apply) including those of your country:
22.1.1 in the event of any dispute between you and us regarding this EULA and/or your use of the Software, the laws of England and Wales will apply; and
22.1.2 you agree that in the event that we are unable to settle any dispute with you informally, then any court or arbitration proceedings shall be held in England.