IMPORTANT – PLEASE READ CAREFULLY BEFORE USING FALLOHIDE STUDIO MATERIALS (AS DEFINED BELOW). THE DEFINITIONS ARE SET OUT AT THE END OF THIS AGREEMENT.
This Agreement is between you (“You” or “Your”) and Fallohide Studio. (“Fallohide”). You must agree to the terms of the Agreement in order to Use the Fallohide Studio Materials. This Agreement is not available to any corporation, partnership, or other forms of business entity. This Agreement sets forth the entire understanding and agreement between You and Fallohide Studio with respect to the subject matter hereof.
Users, User Items, and the Experiences
Fallohide Studio grants You a limited, non-exclusive and non-transferable licence to Use the Fallohide Studio Materials, in accordance with the terms set forth in this Agreement. You may not Use the Fallohide Studio Materials (directly or indirectly) for any commercial purpose and You are not allowed to provide the Fallohide Studio Materials to any third party (except that you may allow others to experience a Fallohide Studio Experience on your personal User Item without charging a fee). For the avoidance of doubt, any public exhibition of Fallohide Studio Experiences is prohibited. You acknowledge that You will not Use the Fallohide Studio Materials in any way or for any purpose that is unlawful or prohibited by the terms of this Agreement. Fallohide Studio reserves the right to terminate Your Use of the Fallohide Studio Materials at any time if you do not abide by these conditions. You agree to obtain any Fallohide Studio Materials (including Experiences) only through a Distributor or Fallohide Studio and to comply with the terms and conditions set by the Distributor, as applicable. The Experiences require User Items, such as specialized hardware, software, and/or other items (usually specified by the Distributor). You are solely responsible for selecting, obtaining, maintaining, and using the User Items. Patches, updates, upgrades and other modifications to the Fallohide Studio Materials will be installed on the User Items in accordance with the terms and conditions set by the Distributor. This Agreement is effective from the moment you first Use the Fallohide Studio Materials until it is terminated. This Agreement is terminated automatically by Fallohide Studio if You fail to comply with the terms and conditions of this Agreement.
You agree to pay the published fees for the Fallohide Studio Materials, as those fees are shown on the web store, app store, or other distribution point operated by either a Distributor or Fallohide Studio. You agree to pay any taxes and/or other costs (such as bandwidth, equipment, or other expenses) associated with Your Use of the Fallohide Studio Materials.
You agree that all IP in the Fallohide Studio Materials is owned by and/or licensed to Fallohide Studio (except as explicitly otherwise stated by Fallohide Studio pertaining to specific elements of the Fallohide Studio Materials) and that you have no rights in that IP. You agree not to Use any part or element of the Fallohide Studio Materials except in connection with the private exhibition of an Experience as contemplated by this Agreement. Except for the non-exclusive rights to view the Experiences (including the right to Use Software in connection with viewing the Experiences), you do not have and do not obtain any IP rights whatsoever in the Fallohide Studio Materials or Experiences. You agree not to or attempt to (1) reverse engineer, decompile, disassemble the Fallohide Studio Materials; (2) distribute, transfer, sell, lease, sublicense, assign or otherwise make available, directly or indirectly, the Fallohide Studio Materials, in part or in whole; (3) copy, reproduce, modify, adapt, translate, or create derivative works from the Fallohide Studio Materials; (4) remove any copyright or other proprietary notations from the Fallohide Studio Materials; (5) obtain any information about any aspect of the IP in the Experiences and/or Fallohide Studio Materials; or (6) extract any portion or element of the Fallohide Studio Materials for any purpose whatsoever. In some cases, the Software contains free and/or open-source software (“FOSS”), which is identified as appropriate to each license’s terms. You agree to comply with any applicable FOSS terms. In some cases, the Experiences and/or Fallohide Studio Materials include the IP of other parties. You agree that you will comply with the rights of such other parties.
Updates and Changes
This Agreement may be changed and/or updated from time to time by posting the changes on the Fallohide Studio website. You agree to accept such changes unless you (1) stop using any Fallohide Studio Materials and/or Experiences at the time of the change and (2) notify Fallohide Studio that you reject such changes.
Health and Safety
You are solely responsible for the health and safety of owning and operating the User Items and/or the Experience, including the selection of a safe location and set-up. Fallohide Studio makes no warranty whatsoever of any kind or nature with regard to the Experiences and/or Fallohide Studio Materials including (but not limited to) personal injury, illness or property damage of any kind or type.
You hereby agree to defend, indemnify and hold harmless Fallohide Studio, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors and assigns and other users of the Fallohide Studio Materials, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from relating to any breach of this Agreement by you, or from your Use of the Fallohide Studio Materials and/or Experiences, except regarding the IP in the Fallohide Studio Materials.
Limited Warranty and Limitation of Liability
FALLOHIDE STUDIO ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE FALLOHIDE STUDIO MATERIALS TO ACHIEVE ANY INTENDED PURPOSES, FOR THE PROPER USE OF FALLOHIDE STUDIO MATERIALS OR FOR THE RESULTS OBTAINED FROM THE USE OF THE FALLOHIDE STUDIO MATERIALS. FALLOHIDE STUDIO LICENSES THE FALLOHIDE STUDIO MATERIALS, INCLUDING USE OF THE FALLOHIDE STUDIO MATERIALS, “AS IS.” FALLOHIDE STUDIO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, FALLOHIDE STUDIO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS OR RELIABILITY OF THE USE OF THE FALLOHIDE STUDIO MATERIALS OR OTHERWISE RELATING TO THE FALLOHIDE STUDIO MATERIALS OR ANY MATERIAL ON ANY WEBSITES LINKED TO THE FALLOHIDE STUDIO MATERIALS. FALLOHIDE STUDIO DOES NOT WARRANT THAT THE FALLOHIDE STUDIO MATERIALS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR THAT THE FALLOHIDE STUDIO MATERIALS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE FALLOHIDE STUDIO MATERIALS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, LICENSOR IS NOT RESPONSIBLE FOR THESE COSTS. IN NO EVENT WILL FALLOHIDE STUDIO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES WHATSOEVER RESULTING FROM LOST DATA OR THE MISUSE OF DATA OR PERSONAL INFORMATION, HOWEVER ARISING, WHETHER FOR BREACH OF CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE, INCURRED BY YOU OR ANY THIRD PARTY, IN ANY CASE, REGARDLESS OF WHETHER FALLOHIDE STUDIO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT, IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF FALLOHIDE STUDIO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS AND THIRD-PARTY SUPPLIERS UNDER THIS AGREEMENT, OR OTHERWISE IN RESPECT OF THE SUBJECT MATTER OF THIS AGREEMENT.
Governing Law and Forum
To the fullest extent permitted by applicable law, this Agreement shall be governed by and construed in accordance with the laws of Kenya; Any actions at law or in equity arising out of or in relation to this Agreement may be filed only in courts located in Kenya and You hereby consent and submit to the personal jurisdiction of such courts.
“Content” means the images (including moving and virtual reality images), audio, text, logos, and/or any other files and creative output (in any form whatsoever, including any derivatives), other than Software, owned and/or controlled by Fallohide Studio.
“Distributor” means any business entity which provides the distribution of the Fallohide Studio Materials and/or collects fees for such distribution (such as, but not limited to, Oculus VR, SONY, YouTube, Microsoft, etc.) in accord with an agreement with Fallohide Studio.
“Experience” means the virtual reality experience as created by Fallohide Studio, including all video, audio, and other elements, and implemented through User Items. Experience includes Fallohide Studio Materials.
“Fallohide Studio Materials” means the Software and Content provided or made available to you, whether by Fallohide Studio or by Distributors.
“IP” means all intellectual property rights of every type and nature, including (without limitation) all inventions, patents, trademarks, trade secrets, copyrights, moral rights, or other intangible rights.
“Software” means the computer code and/or software (in any form) which is used for the creation, delivery and/or exhibition of the Experiences, owned and/or controlled by Fallohide Studio.
“Use” means to install, use or to possess the Fallohide Studio Materials on the User Items.
“User Items” means the hardware, software, and other items necessary for the viewing and use of the Experience.