RealityHub™ End User License Agreement v.1.3
READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING THIS SOFTWARE. BY CLICKING THE “I AGREE TO THE TERMS AND RULES RELATED TO THE USE OF THIS PROGRAM” BUTTON, DOWNLOADING, INSTALLING AND USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE AND DESTROY ALL COPIES IN YOUR POSSESSION. BY INSTALLING OR USING THE SOFTWARE, YOU AGREE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
This is a legal agreement (“Agreement”) between you (“YOU”) and Zero Density Inc. (“Zero Density”) located at the address of 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV 89128, USA and any of its affiliate’s licensing/selling/leasing Zero Density software, products and/or performing the related services on its behalf. This Agreement states the terms and conditions upon which Zero Density Inc. offers to license the RealityHub™ software, together with all related documentation and accompanying items (collectively, the “Software”).
You acknowledge that you are in possession of proprietary and confidential trade secret materials belonging to Zero Density Inc. or its licensors. Except as provided herein, all information and materials provided to you shall be considered “Confidential Information”. You promise not to use, disclose or otherwise disseminate any Confidential Information without the express written consent of Zero Density Inc. Confidential Information does not include information: (i) was already known to you prior to receipt from Zero Density Inc.; (ii) is or becomes public knowledge without breach of your obligations under this Agreement; (iii) is rightfully acquired by you from a third party without restriction on disclosure or use; (iv) was or is disclosed by the Zero Density Inc. to a third party prior to or after the date of this Agreement without restriction or use; (v) is independently developed by you without resort to Zero Density Inc.’s disclosure; or (vi) is disclosed or used following your receipt of express written consent from an officer of Zero Density Inc. Provided, however, that you shall have the burden of proof respecting any of these events on which you rely as relieving you of any restrictions under this Agreement. In addition, prior to any disclosure or use of Confidential Information pursuant to this paragraph, you must first notify Zero Density Inc., in writing, of the specific Confidential Information you seek to use or disclose pursuant to this paragraph, and the factual and/or legal reasons, therefore. Said written notice shall be made at least two weeks before using or disclosing such Confidential Information. You promise to act diligently in keeping their trade secrets and other confidential materials secret. You promise to act consistently with the legal requirements to maintain the “trade secret” classification of Zero Density Inc.’s confidential business information.
Definitions:
As used in this Agreement, the following capitalized words have the following meanings:
“Commercial Purpose” means any utilization of the Software that benefits the user in a commercial way, even if it does not lead to any direct or indirect income.
“Software” means RealityHub™ software, together with all related documentation.
“Source Code” means the human readable form of a software program, including all modules it contains, plus any associated interface definition files, scripts used to control compilation, and installation of an executable (object code).
“You,” “your” or “yourself”, whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising rights under this Agreement through you. For legal entities, “you,” “your” and “yourself” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.
Any terms not defined above, are defined within this agreement.
- Grant of RealityHub™ License
1.1. License Types
For each Software that you obtain a license from Zero Density, it will be licensed to you on the terms of one or more of the license models set out in this clause 1.1 and clause 1.2; as specified in Zero Density’s invoice or order confirmation (as applicable), and subject to the other terms and conditions of this EULA. In case of any discrepancy between an order confirmation and consecutive invoice, the license type referred in the invoice shall prevail.
- Community License
- Commercial License
The Software is not sold to you. Rather, it is licensed on a non-exclusive, non-transferable, non-sublicensable basis solely for use by you, and you alone, under the terms of this Agreement. Zero Density Inc. (and, to the extent applicable, its licensors), retains all title to and ownership of the Software and reserves all rights not expressly granted to you hereby.
If you have obtained an evaluation/demo copy of the Software, and have not purchased a license to the Software, Zero Density Inc. grants you a 30-day non-exclusive license to use the Software free of charge for the purpose of evaluating whether you wish to purchase an ongoing license for the Software. WARNING: Evaluation/Demo copies of the Software may become non-functional thirty (30) days following initial installation on your computer. Evaluation/Demo copies of the software may also limit the number of times certain features may be executed. Zero Density Inc. disclaims all liability and responsibility for any loss of data or other information which may occur as a result thereof.
You may market and distribute the Software only if there is a separate agreement for distribution and marketing of the Software between you and Zero Density, Inc. and only under the terms and conditions determined by that agreement.
Software is delivered to you in machine-readable, object code, executable format.
1.2 Granting the License
For licenses identified as “Community”, you agree not to use the Software for any Commercial Purposes. Zero Density may offer you a separate license option to make the Software available for commercial use in return for an additional fee.
Furthermore, to the maximum extent permitted by applicable law, Software that are subject to Community License are provided without support or any express or implied warranty or indemnity for any problems or issues, Zero Density will not have any liability relating to Your use of the Software.
- Installation
Software provided with a data carrier, sent by electronic mail, downloaded over the Internet, downloaded from Zero Density’s servers or obtained from other sources must be installed to the suitable devices. You are advised to install the software in a properly configured manner that is compliant with the requirements set out in the Documentation (“Documentation”) if such Documentation has been provided Zero Density.
- No Trademark License
No license is granted to you in this Agreement, either expressly or implicitly, to use any trademark, service mark, names, or logos of Zero Density Inc. Zero Density Inc. owns all customer data collected through the registration process.
- Software
Software is a “Commercial Item” under the sense of 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable).
- Use of Software
Only you and Authorized Users (“Authorized User”) may access and use the Software. The number of Authorized Users and which modules can be used by Authorized Users shall be determined in accordance with your license type.
Unless otherwise specified in your order or invoice, for each Software license that you purchase, you may install one (1) instance of the Software on systems owned or operated by you or one of your Authorized Users.
Based on your license type and/or the options that you have acquired, there may be different technical restrictions, to be determined solely at the discretion of Zero Density Inc.
You are responsible for compliance with this Agreement by all Authorized Users.
- Lawful Use Only
You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdiction in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. You will not misuse or otherwise use the software in a malicious way that causes injury or disruption to the websites posted to.
- Copyright
The Software is owned by Zero Density Inc. or its licensor and is protected by state of Nevada U.S. copyright laws and international treaty provisions. You agree not to remove or destroy any copyright notices, trademarks, or other proprietary or confidential legends or markings placed upon or contained within the Software or on any other documentation or materials related to the Software.
- Third-Party Software
RealityHub includes Third-Party Software components. If Third-Party Software has separate software license or attribution requirements, the license terms or other attribution requirements for Third-Party Software components can be found in the installation directory (under the License/ThirdParty/ sub-folder). By entering into this Agreement and using Third-Party Software, you are accepting the terms of those licenses. In this case, the Third-Party Software terms will govern your use of the Third-Party Software, and if there is inconsistency, those terms will take precedence over the terms of the License for the Third-Party Software. You agree that the owners of the Third-Party Software are intended Third-Party beneficiaries to this Agreement in relation to your uses of Third-Party Software.
- One Archival Copy
You may only make one archival copy, which may only be used for backup purposes, and may not be distributed to others.
- Merger or Integration
You may only merge any portion of the Software into, or integrate any portion of the Software with, any other program, to the extent expressly permitted by the laws of the jurisdiction where you are located or if it is approved by Zero Density, Inc. in written. Any portion of the Software merged into or integrated with another program, if any, will continue to be subject to the terms and conditions of this Agreement, and you must reproduce on the merged or integrated portion all copyright and other proprietary rights notices included in the originals of the Software.
- No Transfer of License
You may not transfer your license of the Software to anyone.
- Limitations on Using, Copying, and Modifying the Software
Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you acquired the Software, you may not use, copy or modify the Software. Nor may you sublicense any of your rights under this Agreement.
- Decompiling, Disassembling, or Reverse Engineering
You acknowledge that the Software contains trade secrets and other proprietary information of Zero Density Inc. and/or its licensors. Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you are located, you may not decompile, disassemble or otherwise reverse engineer the software, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the Software. You declare and undertake that you will take every necessary administrative and technical precaution with the utmost effort to prevent violation of this term by Your Authorized Users.
In particular, you agree not for any purpose to transmit the Software or display the Software’s object code on any computer screen or to make any hardcopy memory dumps of the Software’s object code. If you believe you require information related to the interoperability of the Software with other programs, you shall not decompile or disassemble the Software to obtain such information, and you agree to request such information from Zero Density Inc. at the address listed below. Upon receiving such a request, Zero Density Inc. shall determine whether you require such information for a legitimate purpose and, if so, Zero Density Inc. will provide such information to you within a reasonable time and on reasonable conditions.
In any event, you will notify Zero Density Inc. of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of Zero Density Inc. that may be used only in connection with the Software.
- Updates and Support
This license does not grant you any right to any enhancements or updates to the Software, nor any support services. The terms and conditions regarding the support services, Zero Density, Inc. provides are determined under a separate SLA under the General Terms and Conditions for Sale of Products. If a new version of RealityHub™ software (the “New Version”) becomes available, any obligations that Zero Density, Inc. may have to support this version may end upon the availability of the New Version. Additional updates may be licensed to you by Zero Density, Inc. with additional or different terms.
- Collection of Data
You acknowledge that, as a default setting, Software may collect and send the below-mentioned data to Zero Density Inc. for the purposes listed below;
– A special Unique ID of hardware and software environment, Operating system and RealityHub service boot data and time, in order to ensure that the usage of the Software by Licensee is in accordance with the General Terms and Conditions,
– Operating system version, hostname, public IP address and RealityHub build number information in order to model the profiles of usage, hardware, and operating systems in use collectively across its customers’ base to focus on development and support, such as bug fixes and known security issues. For the avoidance of doubt, all hardware and usage data collected shall be treated as Confidential Information and Zero Density will not use this hardware and usage data in a way that causes your identity to be revealed.
For the purposes of all personal data privacy issues, including the collection, use, disclosure, and transfer of your personal data and other information, the Privacy Policy located at Zero Density’s website on the page that is titled “Privacy Policy” as amended from time to time, takes precedence over any other statement in this Agreement.
- General Restrictions
You may not engage in any activity with respect to the Software, (1) for any gambling-related activities or Products (as defined by law in the jurisdiction of use); (2) for operation of nuclear facilities, aircraft navigation, aircraft communication systems or air traffic control machines, or for military use in connection with live combat; (3) in violation of any applicable law or regulation; (4) in which the Software is rented or leased; (5) that misappropriates any of Zero Density, Inc.’s products or services; (6) in support of a claim by you or any third party that the Software infringes a patent. You also may not sell or grant a security interest in the Software.
- Fees and Payments
You agree to pay Zero Density, Inc., or its Reseller, as the case may be, the fees, charges and other amounts specified in an in accordance with the terms of Quotation attached to Zero Density General Terms & Conditions and, in some cases, SOWs and additional agreements including but not limited to, reseller, system integrator and channel agreements, if any (“Additional Documents”). In the event any of the Additional Documents does not provide for the terms for the payment of such fees, you agree to pay Zero Density, Inc. the fees, charges and other amounts set forth in the applicable Additional Documents within thirty (30) days of the date of invoice. Zero Density, Inc. is expressly authorized by you, to the extent applicable, to invoice any applicable fees, charges or other amounts. Other than as specifically provided herein or, if applicable, in General Terms & Conditions, Additional Documents or Support Agreement (“Other Agreements”), you will not be entitled to a refund of amounts paid for the license to use the Software, or any other amounts for any reason.
Each Party shall be liable for its own tax obligations and shall bear responsibility for payment of its own taxes in accordance with the applicable tax rules. If you pay or economically bear any tax to be paid by Zero Density, Inc., Zero Density, Inc. will promptly refund such amount to you. If Zero Density, Inc. pays or economically bears any tax to be paid by you, you will promptly refund such amount to Zero Density, Inc. Each Party shall bear bank charges and other administrative surcharges imposed by its bank.
- Conflict of Terms
Except as otherwise provided in this Agreement or any of the Other Agreements by specific reference to the applicable provisions of this Agreement, if any provision contained in this Agreement conflicts with any provision in any of the Other Agreements, the provision contained in this Agreement shall govern and control.
- Termination
The license granted to you is effective until terminated. You may terminate it at any time by returning the Software (including any portions or copies thereof) to Zero Density Inc. The license will also terminate automatically without any notice from Zero Density Inc. if you fail to comply with any term or condition of this Agreement. You agree upon such termination to return the Software (including any portions or copies thereof) to Zero Density Inc. or remove the Software in accordance with Zero Density’s request unless the Software is rendered unusable automatically. Upon termination, Zero Density Inc. may also enforce any rights provided by law. The provisions of this Agreement that protect the proprietary rights of Zero Density Inc. will continue in force after termination.
- Disclaimer of Warranty
Zero Density Inc. does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted, error-free or free from malicious code. For purposes of this paragraph, “malicious code” means any program code designed to contaminate other computer programs or computer data, consume computer resources, modify, destroy, record, or transmit data, or in some other fashion usurp the normal operation of the computer, computer system, or computer network, including viruses, Trojan horses, droppers, worms, logic bombs, and the like.
EXCEPT AS STATED ABOVE IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED AS-IS, WITHOUT WARRANTY, CONDITION, COMMON LAW DUTY AND REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITTLE, NON-INFRIGMENT, SYSTEM INTEGRATION, ACCURACY OR COMPLETENESS, RESULTS, REASONABLE CARE, WORKMAN LIKE EFFORT, LACK OF NEGLIGENCE AND FITNESS FOR A PARTICULAR PURPOSE. ZERO DENSITY INC. IS NOT OBLIGATED TO PROVIDE ANY UPDATES, UPGRADES OR TECHNICAL SUPPORT FOR THE SOFTWARE.
Further, Zero Density Inc. shall not be liable for the accuracy of any information provided by Zero Density Inc. or third-party technical support personnel, or any damages caused, either directly or indirectly, by acts taken or omissions made by you as a result of such technical support.
You assume full responsibility for the selection of the Software to achieve your intended results, and for the installation, use and results obtained from the Software. You also assume the entire risk as it applies to the quality and performance of the Software. Should the Software prove defective, you (and not Zero Density Inc., or its distributors or dealers) assume the entire cost of all necessary servicing, repair or correction.
- Limitation of Remedies and Damages
IN NO EVENT WILL Zero Density Inc. OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES OR LOST DATA ARISING FROM OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF Zero Density Inc. OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If the country/state in which you reside does not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. With that being said, under no circumstances liability of Zero Density or its Affiliates shall exceed 5.000,00 USD. You accept and declare that Zero Density’s or its Affiliates liability for any loss or damage mentioned-above shall be limited to 5.000,00 USD and no further payment shall be made in this regard. The specific limitation of liability for Community License as regulated in 1.2. is hereby reserved.
- Amendments of this Agreement
Zero Density, Inc. may issue an amended Agreement on the same terms and pursuant to the same notification mechanism as provided for amendments under and to the agreement that governs your use of Software at any time in its sole discretion. You are not required to accept the amended Agreement. However, in order to use new Versions, you must accept the amended Agreement. By downloading or using a new Version you hereby agree to be bound by the amended Agreement. If you do not accept the amended Agreement, you may not download or use any new Version that is made available by Zero Density, Inc. contemporaneously with or after the issuance of that amended Agreement (but this will not terminate your licenses that you downloaded or otherwise obtained from Zero Density, Inc. prior to the issuance of the amended Agreement). If you are a legal entity, acceptance of an amended Agreement by any of your employees or agents through whom you are exercising rights under this Agreement will be binding on you.
- U.S. Government Restricted Rights
All Software and related documentation are provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subdivision (b)(3)(ii) of the Rights in Technical Data and Computer Software Clause at 252.227-7013. Manufacturer is Zero Density Inc. 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV 89128, USA. If you are using the Software outside of the United States, you will comply with the applicable local laws of your country, U.S. export control law, and the English version of this Agreement. You are responsible for complying with all trade regulations and laws both foreign and domestic.
- Export Controls and Restrictions
You shall comply with all laws, statutes, regulations, and codes relating to (i) trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) and (ii) anti-bribery and anti-corruption, including the US Foreign Corrupt Practices Act and the UK Bribery Act. Also You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) to any country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Parties List or Entity List. By using the Software, you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.
- General
This Agreement is binding on you as well as your employees, employers, contractors and agents, and on any successors and assignees. Neither the Software nor any information derived therefrom may be exported except in accordance with the laws of the U.S. or other applicable provisions. This Agreement is governed by the laws of the State of Nevada (except to the extent federal law governs copyrights and federally registered trademarks) without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. This Agreement and any document or information referred to in this Agreement is the entire agreement between us and supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Software. If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect. The terms and conditions contained in this License Agreement may not be modified unless both you and an authorized representative of Zero Density Inc. execute a separate written instrument.
- Injunctive Relief
You acknowledge that the Software and the Service contain Zero Density Inc.’s proprietary and confidential information, and that disclosure of such information or misuse of the Software will give rise to irreparable injury to Zero Density Inc., inadequately compensable in damages. Accordingly, Zero Density Inc. may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. Said relief will be available without the requirement of posting a bond or undertaking.