End User License Agreement
The Immerse Software, including, but not limited to all (i) HTML files, (ii) XML files, (iii) Java files, (iv) graphic files, (v) animation files, (vi) data files, (vii) scripts, (viii) programs, (ix)) associated media, (x) related explanatory printed materials, (xi) online or electronic documentation, (xii) algorithms used to create the spatial audio experience, and (xiii) software used to transfer audio from one application to another, that accompany this license collectively called the (“Software”) are licensed, not sold, to you (“Licensee”) by EmbodyVR, Inc. (“Embody”), the author of the Software, for use only under the terms of this EULA. Embody retains ownership of the Software itself and reserves all rights not expressly granted to the Licensee.
1.1 HRTF - Head Related Transfer Function; a response that characterizes how a person’s head, ear, and torso change sound waves that reach the person’s eardrums.
1.2 Personalized HRTF - a Head Related Transfer Function that is generated based on uniquely identifiable features of a person
1.3 Embody Service - a cloud based Head Related Transfer Function (HRTF) personalization service.
1.4 Ear Image - a picture taken of the Licensee’s right ear.
1.5 User ID - a valid email address associated with the Licensee
2. Grant of License
A) Scope of License. Subject to the terms of this EULA, Embody hereby grants to Licensee a non-transferable, non-exclusive license to use a copy of the Software during the Term.
B) End User Requirements.
(i) Legal Age: To the extent prohibited by applicable law, the Immerse Software is not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age.
(ii) Authorized User. You are an authorized user if Embody has directly provided you with either trial or paid access to Immerse software. You are also an the authorized user if an OEM partner of Embody has provided you with trial or paid access to Immerse software.
(iii) Acceptable use. Creating an account with false information is a violation of our Terms. Registering an account on behalf of someone who is underage is also a violation of our Terms. In addition, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into the EULA.
C) Trial Period Usage & Trial Restrictions. No cost to the Licensee. The trial period of the Software is fourteen (14) days, irrespective of the Software version number. The Licensee is allowed one (1) trial period of the Software unless there is a minor version update or another trial period is offered to the Licensee by Embody. The Licensee may use the Software on up to five (5) devices during the trial period. In a six-month period, starting from the date of the first installation of the Software, the number of trial activations on one (1) device is limited to a maximum of three (3). Using the Software, the Licensee may submit up to five (5) Ear Images per User ID to the Embody Service. During the trial period, the Licensee shall not use the Software for commercial purposes such as playing video games where the Licensee has an opportunity to win prize money.
D) Purchase Period Installation & Use. The licensee has purchased a license to the Software. The licensee is allowed to install the Software on a maximum of five (5) devices. Using the Software, the Licensee may submit up to five (5) Ear Images per User ID to the Embody Service irrespective of the number of devices on which the Licensee installed the Software. The Licensee shall receive at least one Personalized HRTF for each Ear Image submitted to the Embody Service. The Licensee may use the Software for the duration of the time purchased, solely for Licensee's use.
E) License Restrictions. The Licensee is permitted to transmit up to three ear images per User ID to the Embody Service. However, this license does not include permission to use the Embody Service other than for the purpose stated in Section 2B and 2C, Trial Period Usage & Trial Restrictions, and Purchase Period Installation & Use.
3. Double Taxation
Embody operates Immerse Software stores in multiple currencies. In order to avoid double taxation, you must make sure to purchase Immerse Software from an Immerse Software store whose store currency matches your payment method currency. In scenarios, where the Immerse Software is purchased from an Immerse Software store operating in a currency different from your payment method currency; the total purchase price may be higher due to the combined taxes applied in Immerse Software store operating currency and your payment method currency. Embody recommends all End Users to purchase Immerse Software from the Immerse Software store matching their respective payment method currency to avoid such double taxation; provided such Immerse Software store is available in your payment method currency. An Immerse Software store may not be available in End User's payment method currency, resulting into double taxation for an End User.
4. Description of Rights and Limitations
A) Limitations. Licensee or any third party may not reverse engineer, decompile, disassemble the Software, or otherwise attempt to discover the source code or the underlying ideas or algorithms of the Software.
B) Update and Maintenance. Embody shall provide minor revision updates and maintenance on the Software during the Term starting from the first time the Licensee installs the Software on a device.
C) Separation of Components. The Software is licensed as a single product. Licensee is not allowed to separate the Software into its components.
5. Intellectual Property. All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Software, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Embody. The Software is protected by all applicable copyright laws and international treaties.
6. Support. Embody will provide online support during the Term starting from the time of download of the Software.
7. Term. This EULA is effective from the time of download in perpetuity of the Software or until:
A) Automatically terminated or suspended if Licensee fails to comply with any of the terms and conditions set forth in this EULA; or
B) Terminated or suspended by Embody, with or without cause.
In the event this EULA is terminated, Licensee must cease use of the Software and uninstall all copies of the Software.
8. Jurisdiction. This EULA is governed by, construed and interpreted in accordance with the laws of the State of California, without regard to conflicts of laws provisions thereof. Any legal action or proceeding relating to this EULA must be brought exclusively to a court of competent jurisdiction in either the Superior Court for the State of California in the County of San Mateo or the United States District for the Northern District of California, and each party consents to the jurisdiction thereof. This EULA is made within the exclusive jurisdiction of the United States, and its jurisdiction shall supersede any other jurisdiction of either party’s election.
9. Non-Transferable. This EULA is not assignable or transferable by Licensee, and any attempt to do so would be void.
10. Severability. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
11. Warranty Disclaimer. EMBODY HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE.
12. LIMITATION OF LIABILITY. EMBODY SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL Embody’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO Embody FOR THE SOFTWARE.
13. Entire Agreement. This EULA constitutes the entire agreement between Embody and Licensee and supersedes any prior understandings of Embody and Licensee, including any prior representations, discussions, statements, conditions, warranties, or advertising relating to the subject matter of this EULA.
For additional information regarding this EULA, please contact:EmbodyVR Inc.