Terms of Use – Gear VR

 
LIQUID CINEMA™ GEAR VR APPLICATION LICENSE AGREEMENT

Important – Read this carefully before downloading, installing, using or electronically accessing this proprietary product. This licensed application license agreement (“Agreement“) is a legal agreement between Liquid Cinema Inc. (“LCI“) and the individual user downloading the licensed product (“You”) or the business entity on whose behalf you are acting (“Customer“) as the end user of the Liquid Cinema™ Gear VR Application accompanying or linked to this agreement, which includes only the object code version of the licensed application and may include associated media, printed materials and documentation (collectively, the “Licensed Application“). The Licensed Application also includes any updates or upgrades to or new versions of the original Licensed Application, if and when made available to you by LCI. You agree that you entering this agreement on your own behalf or are an employee, authorized representative or agent of Customer and are entering into this agreement for use by Customer. You hereby agree that you enter into this agreement on behalf of yourself or Customer and that You have the authority to bind Customer to the terms and conditions of this agreement. LCI is willing to license the licensed application to Customer only on the condition that you accept all of the terms in this agreement. By installing, downloading, configuring, accessing, or otherwise using the licensed application, including any updates, upgrades, or newer versions, you acknowledge that you have read this agreement, understand this agreement, and that you and Customer agree to be bound by all of the terms of this agreement.

1. LICENSE GRANT. Subject to the terms of this Agreement, LCI grants to Customer, during the Term, a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license to install and use the Licensed Application on an unlimited number of devices for its purpose as an application that facilitates viewing of 360º virtual reality content on the Gear VR headset platform . You and Customer may only use the Licensed Application in accordance with the Licensed Application documentation and other terms and conditions of this Agreement. There is presently no license fee chargeable to You or Customer for use of the Licensed Application but LCI reserves the right to charge a license fee at its discretion for any upgraded or new version of the Licensed Application in the future. In such case Customer may be required to pay the applicable licensing and/or subscription fees for such upgrades following which Customer may be required to enter into a separate license agreement, download updated software and enter the serial number access code provided to you by LCI at the time of purchase in order to complete your access and license to the upgraded or new version of the Licensed Application.

2. RESTRICTIONS ON USE. Customer acknowledges that the Licensed Application and the structure, organization, and source code thereof constitute valuable trade secrets of LCI. Accordingly, except as expressly permitted in Section 1 or as otherwise authorized by LCI in writing, Customer will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works from the Licensed Application; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Licensed Application to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Application; or (d) otherwise use or copy the Licensed Application except as expressly allowed under Section 1 above. Customer may not disclose to third parties or through publication the results of performance/benchmark tests run on the Licensed Application without the prior written consent of LCI.

3. CONSENT TO ACCESS AND USE OF DATA: Customer agrees that LCI may collect and use technical data and related information, including but not limited to technical information about Customer’s devices, systems and application software, and peripherals, as well as any Customer content uploaded by the Customer for authoring using the Licensed Application, that is gathered periodically to facilitate the provision of software updates, product support and other services to Customer (if any) related to the Licensed Application. LCI may use this information to improve its products or to provide services or technologies to Customer.

4. OWNERSHIP. As between the parties, the Licensed Application and all modifications and improvements to the Licensed Application, and all worldwide intellectual property rights and proprietary rights relating thereto or embodied therein, are the exclusive property of LCI and its suppliers. LCI and its suppliers reserve all rights in and to the Licensed Application not expressly granted to Customer in Section 1, and no other licenses or rights are granted by implication, estoppel or otherwise.

5. IMPLEMENTATION AND SUPPORT. LCI has no obligation under this Agreement to provide any support or consultation concerning the Licensed Application; provided, however, LCI may, in its sole discretion, provide Customer with certain support and consultation free of charge. The furnishing of such support or consultation will not subject LCI to any liability, whether in contract, tort or otherwise. Customer is responsible for providing all applicable hardware and any third party software or required installation and configuration services required for the operation of the Licensed Application. Any third party software license agreements will be agreed to by Customer and the applicable third party software vendor.

6. TERM AND TERMINATION. This Agreement is effective upon acceptance by Customer and shall continue in perpetuity unless sooner terminated by LCI for any reason whatsoever. Customer may terminate this Agreement at any time by deleting and destroying the Licensed Application. If Customer breaches any provision of this Agreement, this Agreement will automatically terminate. Upon the termination of this Agreement, the license granted to Customer will terminate. The provisions of Sections 2, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive termination or expiration of this Agreement for any reason.

7. CONFIDENTIALITY. LCI may disclose certain information regarding the business of LCI and its suppliers, including the Licensed Application and technical, marketing, financial, employee, planning, and other confidential or proprietary information of LCI or its suppliers (“Confidential Information”). Any information that Customer knew or should have known, under the circumstances, was considered confidential or proprietary by LCI will be considered Confidential Information. Customer agrees (a) not to disclose Confidential information to any persons outside its organization, except to its consultants or agents who agree in writing to protect such Confidential information as required herein; and (b) to use the Confidential information only for the purpose of evaluating the Licensed Application.

8. DISCLAIMER & LIMITATION OF LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER’S USE OF THE LICENSED APPLICATION IS ENTIRELY AT ITS OWN RISK AND THE LICENSED APPLICATION PROVIDED BY LCI TO CUSTOMER IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. LCI, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE LICENSED APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.IN NO EVENT WILL LCI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE LICENSED APPLICATION OR THIS AGREEMENT, EVEN IF LCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LCI’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED APPLICATION, WHETHERIN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $50.00 UNDER ANY CIRCUMSTANCES. CUSTOMER ACKNOWLEDGES THAT THIS PROVISION REFLECTS THE AGREED UPON ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT LCI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

9. COMPLIANCE WITH LAWS. Customer shall comply with all laws, regulations, rules, ordinances and orders applicable to its use of the Licensed Application. Without limiting the foregoing, Customer shall comply with the relevant export administration and control laws and regulations, as may be amended from time to time, including, without limitation, to the extent applicable, the United States Export Administration Act, to ensure that the Licensed Application is not shipped, transferred or exported (directly or indirectly) in violation of U.S. law.

10. MISCELLANEOUS. Customer may not assign or delegate, directly or indirectly, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement (including the license rights granted to Customer to the Licensed Application) to any third party. Any attempted assignment or transfer in violation of the foregoing will be null and void and of no effect. This Agreement will be subject to and governed by the laws of the Province of Ontario and the laws of Canada applicable therein without regard for its conflicts of law principles that would require application of the laws of any different jurisdiction. The courts of Ontario shall have jurisdiction over any disputes, claims or controversies arising out of or relating to this Agreement, and Customer hereby irrevocably waives any objection to the jurisdiction of such courts over any such dispute, claim or controversy. All modifications, waivers and amendments must be in writing and signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and continue in full force and effect. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral.

LIQUID CINEMA™ GEAR VR APPLICATION PRIVACY POLICYc

Important – The following privacy policy is applicable in conjunction with the license agreement (“Agreement“) between Liquid Cinema Inc. (“LCI“) and the individual user downloading the licensed product (“You”) or the business entity on whose behalf you are acting (“Customer“) as the end user of the Liquid Cinema™ Gear VR Application accompanying or linked to this agreement (the “Licensed Application“). By installing, downloading, configuring, accessing, or otherwise using the Licensed Application, including any updates, upgrades, or newer versions, you acknowledge that you and Customer hereby consent to this Privacy Policy. LCI values your privacy and is dedicated to protecting your information and providing Customer with notice about our information collection and use practices and how you have a choice to opt-in/out of any marketing or promotional contact from us. If the Licensed Application contains a registration feature You may choose to register the installed copy of the Licensed Application with LCI by means provided in the Licensed Application. If applicable, y voluntarily sharing personally identifiable information by means of registering the Licensed Application, you agree to the following privacy policy:

1. Personally Identifiable Information. When you register the Licensed Application, you may be required to complete a registration form that requires you to provide Personal Information (including, without limitation, your name and email address).

 

2. Announcement Email Information. From time to time we provide information about our products to our customers in the form of email. After successfully registering the Licensed Application, you have the option to opt out of all Announcement Emails from LCI by sending an email to LCI at the email address posted on our website and requesting to be removed from LCI’s email list (please include your name and username/email address in any such request). Announcement Emails will be emailed directly to the address that you provide when you register.

 

3. We may place email links and or forms on our Website to allow you to contact us directly. The Personal Information you provide in these links and forms is used to respond directly to your questions or comments. We may also file your comments to improve our website, products, or process, or review and discard the Personal Information. All information, other than the Personal Information that you send to LCI using these email links or forms, will not be considered or treated as confidential information. Do not send us any information, ideas, suggestions, proposals, or comments that you consider confidential or that you want to be treated as confidential.

 

4. Use of Your Personally Identifiable Information. We use Personal Information to respond to your inquiries, improve our marketing and promotional efforts, to analyze Licensed Application and service offers, and to customize our services and Licensed Application(s). We may use Personal Information to deliver information to you and to contact you regarding administrative notices. We may also use Personal Information to resolve disputes and troubleshoot problems. We may use your Personal Information for both technical and market research. This information, including geolocation data, and other log data, may be shared with third parties and analyzed by their staff on their machines. Prior to the sharing of information with third parties, LCI will execute a contract with the third party to govern the usage and control of the data. We may use additional information not considered Personally Identifiable to analyze and improve troubleshooting techniques and responses, and to improve the value of Licensed Application(s) and services provided by LCI or third parties. If the email address you provide us is an email address that you access via a wireless device, you understand that your wireless carrier’s standard rates apply to these messages, and that you may change your mind at any time and elect to not receive such messages. You also represent that you are the owner or authorized user of the wireless device on which the messages may be received, and that you understand and are authorized to approve the applicable charges.

 

5. Required Disclosures. LCI may disclose Personal Information if required to do so by law or in the good-faith belief that such action is necessary to prevent injury or property damage. We will usually attempt to notify you when we are making such a disclosure, but we may not do so in an emergency or when we are prohibited by law or court order from giving such notice.

 

6. Information Sharing and Third Party Service Partners. LCI does not rent, sell, or share personal information about you with other people or non-affiliated companies without your consent or unless we have a good faith belief that access, use, preservation, or disclosure is reasonably necessary to (a) satisfy any law, regulation, legal process or enforceable governmental request, (b) enforce any applicable Terms of Service (including investigation of potential violations thereof), or (c) detect, prevent or otherwise address fraud, security, or technical issues. LCI may provide services for the Licensed Application through contractual arrangements with affiliates, service providers, partners and other third parties (“Service Partners”). LCI and its Service Partners use your Personal Information to operate and deliver their products and services. Unless otherwise agreed by you in a separate agreement, LCI’s Service Partners may not use your Personal Information to inform you of other products or services available from those Service Providers. If LCI becomes involved in a merger, acquisition, or any form of sale of some or all of its assets, we will ensure the confidentiality of any personal information involved in such transactions and provide reasonable notice before personal information is transferred and becomes subject to a different privacy policy. Such notice may be given by a clear and concise statement on LCI’s website or in a subsequent update to the Licensed Application that there has been an update to this Privacy Policy.

 

7. Opt-Out Policy. LCI allows you to opt out of our use of your Personal Information for purposes other than the purpose for which it was provided. This includes, by way of example, marketing and promotional mailings relating to LCI products and services. In some cases, we may ask you to affirmatively indicate your consent to receive marketing and promotional materials. In the case where you decline the consent to receive marketing and promotional materials, we will not send you any additional materials other than those required by our service agreement with you.

 

8. Access and Integrity of Stored Personal Information. The Personal Information you provide to LCI during registration of the Licensed Application is shown directly in the Licensed Application’s settings. Should you wish to actively delete the Personal Information that you have provided, subject to your understanding that certain deletions may affect our ability to provide the LCI services you have requested, please send us an email to the support email listed on our website.
9. The Licensed Application may include links to other applications or sites. This Privacy Policy applies to the Licensed Application only. Any information you submit to linked sites or other applications will be subject to the privacy policies of those sites or applications, if any. You should review those policies carefully before providing any information to these linked sites or applications.

 

10. LCI undertakes practical and reasonable steps to protect Personal Information from unauthorized or accidental access, disclosure, misuse or processing, or from alteration, destruction, or loss. Personal Information that we collect resides on servers operated by LCI and is accessible only to personnel who, by virtue of their duties, are required to have access and have been trained in, and tasked with, the observance of the principles embodied in this Privacy Policy.

 

11. If you have any questions or complaints regarding how your Personal Information is treated under this Policy or generally about the implementation of the principles of this policy, we encourage you to contact us at the support email address listed on our website.

 

12. Location-Based Services. if the Licensed Application requires precise information about the location of your mobile device in order to provide any function the Licensed Application will request permission to use location data. At any time, you may enable or disable location based tracking by accessing the Settings pane and toggling the checkmark for the option labeled “Use location data”. To provide location-based features of the Licensed Application, LCI may collect, use and share precise location data, including the geographic location of your mobile device. If you disallow the Licensed Application’s access to such location information, the Application may not be fully functional. We may review the aggregate location data of our customers to improve our services and refine our marketing strategies.

 

13. Changes to Privacy Policy. Should we decide to change this Privacy Policy, we will update it with the release or update of the Licensed Application on the Google Play Android Market so that you will always know what Personal Information we gather, how we might use it, and whether we will disclose it to anyone. Unless you opt out of receiving Announcement Emails from us, as you may do so in the manner described herein, we may also notify you by email of changes to this Privacy Policy.