This Software License Agreement (shortly “Agreement”) is agreed between VRLab Academy Ltd (shortly “Licensor”) and the user person or institution (shortly “Licensee”) who is issued a licence to make use of VRLab Academy Software (shortly “Software”) by the Licensor.
Under this Agreement, the Licensor grants to the Licensee a non-exclusive and non-transferable licence (the "Licence") to make use of Software according to the Licence Package purchased by the Licensee from the Licensor. “Licence Package” refers to the licensing terms (licence fee, included modules, number of users, licence term etc.) agreed between the Licensor and the Licensee through a separate agreement, proposal, purchase order, invoice, proforma invoice, e-mail correspondence or etc.
The Software includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the Software. The Software enables the user to use the “virtual reality software” for natural science experiments described on the purchased Licence Package.
The Software can only be used with the required IT and virtual reality hardware. The actual requirements are shown on the official sales channels of the Licensor or his official registered distributors. The Licensee is the sole responsible for procurement of necessary hardware to run the Software.
Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Licensor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a “use only” licence and does not include any way of transfer of ownership rights of the Software.
The Software can be loaded on number of computers in accordance with the licence number agreed in Licence Package. Each single licensed Software can be loaded no more than one computer. The Software is locked unless a valid unlock code is purchased and entered.
The rights and obligations of this Agreement are the rights granted to the Licensee only. Other than the cases which the Licensee purchases the Software for its students, educators staff, members or etc. as a legal entity, the Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
The Software is licensed to the Licensee, not sold. If the Licensee complies with all the terms of the Agreement and the Licence Package, the Licensor grants the Licensee the right to install the Software on the Licensee’s devices.
The Licensee shall purchase a Licence Package from the Licensor or his official certified distributors to use the Software. The licence fee and related terms are to be agreed in the Licence Package. Upon purchasing of the Licence Package, the Licensor will issue a code to unlock the Software. No activation will be made and no code will be shared unless the licence fee is paid in full.
The Licensee is not allowed to modify, reverse-engineer or de-compile the Software in any manner through current or future available technologies.
The Software is provided by the Licensor and accepted by the Licensee “as is”. Liability of the Licensor will be limited to a maximum of the licence fee of the Software. The Licensor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic or personal disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
The Licensor has the right but not the obligation to install additional software to fix bugs and improve the usability of the Software.
The Licensor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
The Licensor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that Software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
The Licensor warrants and represents that it is the copyright holder of the Software. The Licensor warrants and represent that granting the license to use the Software is not in violation of any other agreement, copyright or applicable statute.
All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee on installation of the Software.
The Licensor or his official distributors are available for remote support. Actual support contact and available times will be shown on the homepage of the Licensor or its official distributors.
The Licensee and its personnel, company shareholders, managers, employees and consultants hereby agree, acknowledge and undertake to keep all information, documents, intellectual and industrial property rights, activity data, sector and competition information and all other commercial, personal and/or corporate intelligence about or belonging to the Licensor, its group companies and their personnel, company shareholders, managers and consultants for unlimited time regardless of performance of the subject matter of this Agreement and without prior written consent of the Licensor, during this Agreement, to keep confidential indefinitely, irrespective of whether this Agreement has been achieved and without prior written approval of the Licensor; not to disclose the same to any third party or entities under any circumstances and for any reason whatsoever or provide third parties with access to, circulate, publish them, protect them under strict confidentiality, not to disclose them to anyone other than its related employees or use them in any form or for any reason other than the performance of this Agreement and it shall be jointly liable together with the person performing such breach in case of any breach, all of its employees, consultants and other relevant persons and entities shall comply with this provision and will not violate property or possession rights of the Licensor.
Personal data means any kind of information of an identified or identifiable real person transmitted by the parties to each other within the scope of this Agreement and is confidential information.
The party that processes data and/or transmits the personal data to a third party, without prejudice to the exceptions provided for in the applicable law hereby acknowledges that it has obtained the necessary clear and informed consent under the applicable law from the relevant data owners and informed the relevant data owners. Personal data may only be processed by the party to which the data is transmitted for the exclusive purpose of transmitting the data to it. Any processing of personal data beyond this scope shall be subject to the written consent of the party transmitting the data.
Personal data transmitted during the term of this Agreement shall be deleted or destroyed in accordance with the applicable legislation upon termination of the relationship between the Parties unless a separate legal/contractual relationship is established with the relevant data owner. If each party has a legal obligation to keep personal data, the party obliged to keep the personal data may retain the personal data for the period of time and purpose limited as required by the applicable legislation.
Each party agrees, acknowledges and undertakes that it will fully and completely fulfil all the obligations stipulated by the applicable law, the relevant legislation and the institutions and otherwise it shall be liable for all damages that may occur.
If the personal data is transmitted to a third party in accordance with the relevant provision of this Agreement, the party that transmits the personal data shall be responsible for the secure transmission of the data.
The parties agree, acknowledge and undertake that they shall make reasonable efforts to make such amendments as soon as possible if any amendments to the relevant legislation require the amendment of this Agreement. However, even if no action has been taken by the Parties to this effect within the maximum period of time in accordance with the relevant legislation, the provision of the Agreement required to be amended shall be applied in accordance with the new/current legislation as of the effective date of the new/current legal regulation.
The term of this Agreement will begin on acceptance and is perpetual. However, the term of the licence provided to the Licensee shall be limited to the term specified in the Licence Package. The term for the licence shall be accepted as 1 (one) year if no term is mentioned in Licence Package.
Failure to comply with any of the terms under this Agreement by the Licensee shall be considered a material breach of this Agreement.
This Agreement and the license shall be terminated by the Licensor where the Licensee has failed to comply with any term of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Licensor and the Licensor shall be entitled to lock the password or any other usage instrument of the Licensee to use the Software.
The Licensor will be free of liability against the Licensee where the Licensor is prevented from executing its obligation under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire and war or any other unforeseen and uncontrollable event where the Licensor has taken all appropriate action to mitigate such an event.
This Agreement is governed by English Law. The parties to this Agreement submit to the jurisdiction of the courts of London.
This Agreement does not create or imply any relationship in agency or partnership between the Licensor and the Licensee.
Should any term of this Agreement be ineffective or lose their effectiveness due to later circumstances or should a loophole emerge in this Agreement, the legal effectiveness of the other provisions is not affected. The invalid contractual provision shall be replaced, or the loophole filled by an appropriate provision which comes as close as possible to what the parties to the Agreement would have wanted.
This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement.
All notices to the Licensor under this Agreement are to be provided at the following correspondence addresses: