Vertical
Robot S.L. Terms of Service
Last Updated: May 29, 2018
BY
ACCEPTING THESE TERMS OF SERVICE OR USING OUR SERVICES, YOU UNDERSTAND THAT
THIS IS A LEGALLY BINDING INSTRUMENT AND AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS HEREIN. PLEASE READ THESE TERMS OF SERVICE IN THEIR ENTIRETY. IF YOU
DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS OR USE OUR SERVICES.
THESE
TERMS OF SERVICE CONTAIN IMPORTANT TERMS AND CONDITIONS THAT AFFECT YOU AND
YOUR USE OF THE SERVICES, INCLUDING, UNLESS YOU CHOOSE TO OPT OUT, A PROVISION
REGARDING BINDING ARBITRATION OF DISPUTES (OTHER THAN CERTAIN SPECIFIED
INTELLECTUAL PROPERTY CLAIMS AND SMALL CLAIMS) AND A WAIVER OF CERTAIN RIGHTS
TO JURY TRIALS AND/OR CLASS ACTIONS. PLEASE READ THE “DISPUTE RESOLUTION”
SECTION (SECTION 18) IN ITS ENTIRETY. IN ADDITION, CERTAIN TERMS AND CONDITIONS
MAY BE APPLICABLE TO USERS THAT RESIDE OUTSIDE THE UNITED STATES. PLEASE REVIEW
SECTION 26 TO DETERMINE WHETHER THESE TERMS AND CONDITIONS APPLY TO YOU.
YOU
CERTIFY THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH
YOU RESIDE OR, IF YOU ARE BETWEEN THE AGES OF 13 AND THE LEGAL AGE OF MAJORITY,
THAT YOU ARE USING THE SERVICES WITH THE SUPERVISION OF YOUR PARENT OR LEGAL
GUARDIAN WHO AGREES TO BE BOUND BY THESE TERMS OF SERVICE. MAKE SURE TO REVIEW
THESE TERMS OF SERVICE WITH YOUR PARENT OR GUARDIAN SO THAT YOU BOTH UNDERSTAND
ALL OF YOUR RIGHTS AND OBLIGATIONS.
Vertical Robot S.L. (“Vertical Robot”, “we,” “us” or
“our”) is pleased to provide you videogames and virtual reality videogames products
and uses third-party platforms where users can download and submit content for
and obtain services related to our products. Collectively, we describe these videogames
and virtual reality videogames products, including content and services
provided by Vertical Robot—excluding third-party websites, third-party mobile
apps, third-party platforms, third-party content and third-party hardware—as
our “Services” (collectively, the “Services”). These Terms of Service (“Terms“)
apply to your purchase, access to, and use of, any Services. These Terms do not
alter in any way the terms or conditions of any other agreement you may have
with Vertical Robot for products, services or otherwise. If you are using the
Services on behalf of any entity, you represent and warrant that you are
authorized to accept these Terms on such entity’s behalf and that such entity
agrees to be responsible to us if you or that entity violate these Terms.
Vertical Robot reserves the right to change or modify
these Terms on a going forward basis at any time and in our sole discretion. If
Vertical Robot makes changes to these Terms, we will provide notice of such
changes as appropriate, such as by sending an email notification to the address
you’ve provided, providing notice through the Services and/or updating the
“Last Updated” date at the top of these Terms. Your continued use of the
Services will confirm your acceptance of the revised Terms. If you do not agree
to the revised Terms, you must stop using the Services. We encourage you to
review the Terms from time to time to ensure you understand the terms and
conditions that apply to your access to, and use of, the Services.
This agreement was written in English (US). To the
extent any translated version of this agreement conflicts with the English
version, the English version controls.
ONLY USERS WHO HAVE REACHED THE AGE OF MAJORITY IN
THEIR JURISDICTION MAY USE OR REGISTER FOR THE SERVICES.. The Services are for
personal use only. Organizations, companies, or businesses may not use the
Services for any purpose. You may not use the Services if you have previously been
suspended or removed from the Services. Certain Services may not be available
in all jurisdictions, and we reserve the right to impose additional eligibility
requirements. When you access the Services, you do so at your own risk and are
responsible for compliance with all local laws, rules, and regulations that may
apply.
Certain equipment and software may be required to
access and use the Services. In addition, we may need to automatically update
some of the software you obtain through the Services or provide you with new
software to keep the Services functioning properly, which could include bug
fixes, patches, enhanced features, missing plug-ins and new versions. By using
the Services, you agree to such automatic updating.
We reserve the right, in our sole discretion and where
technically feasible, to disable your access to or ability to use Services that
we believe present a health and safety risk or violate our community standards,
agreements, laws, regulations or policies. We will not incur any liability or
responsibility if we choose to remove, disable, or delete such access or
ability to use any or all portion(s) of the Services.
3.1 Content and Software License. Except as otherwise
agreed upon, if we enable the use of software, content, virtual items or other
materials owned or licensed by us (“Software and Content”), we hereby grant you
a limited, nonexclusive, non-sublicensable license to access, install, and use
the Software and Content solely for personal and noncommercial purposes,
conditioned on your compliance with these Terms. You will not use, copy, adapt,
modify, decompile, reverse engineer, disassemble, decrypt, attempt to derive
the source code of, prepare derivative works based upon, distribute, license,
sell, rent, transfer, publicly display, publicly perform, transmit, stream,
broadcast or otherwise exploit the Software and Content, except as expressly
permitted by Vertical Robot or as permitted under applicable law. Any
unauthorized use of the Services is strictly prohibited and will terminate the
license granted in these Terms. No licenses or rights are granted to you by
implication or otherwise, except for the licenses and rights expressly granted
to you.
3.2 Vertical Robot Runtime Software. Subject to these
Terms, including the license provided in Section 3.1, you may access, install,
and use the Vertical Robot Runtime Software (“Runtime”). In order to maximize
your enjoyment, safety, and overall experience through our Services, the
Runtime may only be used with Vertical Robot approved hardware devices and
software. We also require that you use only the then-current version of the
Runtime. You acknowledge that the Runtime incorporates proprietary information,
and that you will not disclose it to any other person or entity.
3.3 Third-Party Products. Your use of services,
applications, platforms, or content provided by third parties (“Third Party
Products”) made available through the Services may be subject to additional end
user agreements. In the event that these agreements conflict with the
provisions of these Terms, these Terms will govern. Vertical Robot has no
responsibility or liability with respect to your access to or use of the Third
Party Products, or any content or functionality contained in such Third Party
Products, your rights to which are solely provided pursuant to a license
between you and the provider of such Third Party Products. In no event shall Vertical
Robot be considered the licensor of the Third Party Products, to have granted
any rights to use the Third Party Products, to have assumed any obligations
with respect to the Third Party Products, or to have made any representations
or warranties with respect to the Third Party Products.
If you are not presented with an end user license
agreement when you acquire Third Party Products, the following license terms
apply to your use of such Third Party Products: (a) the third party providing
the Third Party Products (and not Vertical Robot) is the licensor of such Third
Party Products; (b) such party grants you a limited, nontransferable license to
access and use the Third Party Products only for your personal and
noncommercial purposes; and (c) you may not modify, decompile or disassemble
the Third Party Products in whole or in part, or create any derivative works
from or sublicense any rights in or to the Third Party Products, unless
otherwise expressly authorized by the third party or as permitted under
applicable law.
3.4 Trial Access to Services. We may offer free trials
or other limited versions of Services so you can preview Services before you
purchase the full version. These versions may have limited features, restrict
permitted time of use and contain other limitations.
3.5 Availability of Services after Purchase; Updates.
Some Services may rely on services provided by third parties for some or all of
its functionality. Such Services may not function properly or may become
inoperable if these third parties discontinue their services.
3.6 Support. Vertical Robot will be responsible for
all support obligations relating to the Services, including but not limited to
end user customer support, bug fixes, live operations support, and general
technical support. Vertical Robot has no obligation to provide support for
Third Party Products. Please contact us through the support email at info@verticalrobot.com
for assistance.
3.7 Availability. The Services and Content may not be
available in all territories and jurisdictions, and we may restrict or prohibit
use of all or a portion of the Services and Content in certain territories and
jurisdictions.
3.8 Network Costs. You may be charged by your network
provider for data services or any other third party charges as may arise while
using the Services and you accept responsibility for such charges. If you are
not the bill payer, we will assume that you have received permission from the
bill payer.
4.1 Purchasing Services from Vertical Robot. You may
only purchase Services for your personal use or to give as a gift unless
otherwise expressly permitted in these Terms. You may not purchase Services
from Vertical Robot for commercial use or resale.
Nothing in these Terms shall affect your statutory
rights to reject physical goods that, when received by you, are damaged or
defective.
4.2 Pre-Orders. In advance of a new Service launch it
may be possible to place pre-orders.
The price of the Service you pre-order will be as quoted
to you at the time you submit your pre-order, and may include tax and shipping
when applicable. Placing a pre-order does not guarantee delivery of a Service.
When the Service is ready for shipping or delivery we
will contact you to provide you with your purchase confirmation (including
shipping costs and any taxes where applicable). This shall constitute the Order
Acceptance.
4.3 Our Right to Reject Your Order. At any time prior
to Order Acceptance, we reserve the right to decline or reject your order. If
this occurs, we will attempt to notify you. Some reasons for rejection can
include: (a) we are unable to supply you with Service, for example because that
item is no longer available or because of an error in the price at the point of
sale; (b) you do not live in a country or region from which the Services may be
purchased; or (c) you order more than the permitted maximum number of Services.
If you have already paid, we will refund you the full amount including any
delivery costs charged.
4.4 Content Transactions. You may have the ability to
purchase digital content through the Services. You also may have the ability to
purchase additional or enhanced functionality or media content within certain
Services (collectively, “In-App Purchases”). Except as described in these
Terms, we have no responsibility for any transactions you enter into with a
third party for Third Party Products or In-App Purchases and assume no
liability for Third Party Products or Third Party In-App Purchases that occur
within Third Party Products.
4.5 Errors. We attempt to be as accurate as possible
and to eliminate errors in relation to our Services; however, we do not
represent or warrant that any Service descriptions or pricing information are
accurate, complete, reliable, current or error-free. In the event of an error,
we reserve the right to correct such error and revise your order accordingly
(which includes charging the correct price) or to cancel the order and refund
any amount charged. If we discover a pricing or other material error related to
a Service that has yet to be shipped or delivered, we will contact you to
inform you of this error and give you the option of continuing to purchase at
the correct price or cancelling your order. If we are unable to contact you
using the contact details you provided during the order process, we will treat
the order as cancelled.
4.6 Account. You may be required to be a registered
user in order to purchase some Services. You are responsible for all charges
incurred in connection with your account. Vertical Robot may attempt to collect
unpaid charges, including by attempting additional charges to your payment
instrument, use of collections agencies and any other legal means. If you
decide to cancel your account, Vertical Robot reserves the right, subject to
any limitations under applicable laws, to collect fees, surcharges, or costs
incurred before cancellation. Any delinquent or unpaid accounts must be settled
before Vertical Robot will allow you to register again.
4.7 Virtual Items. Your purchase of a virtual item or
in-game currency within the Services is a payment for a limited, non-assignable
license to access and use such content or functionality in the Services.
Virtual items (including characters and character names) or in-game currency purchased
or available to you in the Services can only be used in connection with the
Services where you obtained them or where they were developed by you as a
result of game play. These items are not redeemable or subject to refund and
cannot be traded outside of the Services for money or other items for value. We
may modify or discontinue virtual items or in-game currency at any time.
4.8 Pricing and Payment. We may accept various forms
of payment, including credit and debit cards, and payments made through PayPal.
Additional terms with your payment provider may apply.
By submitting an order or pre-order, you acknowledge
that you are authorized to use the designated payment method and you authorize
us to charge your order to that payment method. When you provide your payment
information, you authorize us (or a third party payment processor) to process
and store your payment and related information. Depending on where you are
located or ask to have Services shipped or delivered, Vertical Robot may
utilize an agent, subsidiary, or affiliate to process payment and shipping. In
the event the payment method you designate cannot be verified, is invalid, or
is not otherwise acceptable, we may suspend or cancel your order. You are
responsible for resolving any problems we encounter in order to proceed with
your order.
Prices are subject to change without notice. We
reserve the right to refuse or cancel orders at any time and in our sole
discretion.
4.9 Taxes. If your purchase or use of the Services is
subject to any type of use or sales tax, duty or other governmental tax or fee
(“Taxes”), then we may charge you for those Taxes. Applicable Taxes may be
presented at checkout. You are responsible for any Taxes due with respect to
your use of the Services.
4.10 Content Cancellations; Returns. All purchases of
digital content are final except as required by law, or as described in
Third-Party platform agreements. Once you purchase Content, we encourage you to
download, install and/or access it promptly. If you are located in the EU, you
consent that the supply of the digital content may begin immediately following
the completion of your purchase and you acknowledge that you therefore will
lose any statutory rights you may have to withdraw and receive a refund. If you
are unable to download, install or access purchased content, please contact us
through the support email at info@verticalrobot.com.
By accessing or using the Services, you agree that you
will not: (a) access or use the Services in any manner that could interfere
with, disrupt, negatively affect or inhibit anyone from fully enjoying the
Services, including, but not limited to, defamatory, harassing, threatening,
bigoted, hateful, vulgar, obscene, pornographic, or otherwise offensive
behavior or content; (b) damage, disable, overburden or impair the
functionality of the Services in any manner; (c) access or use the Services for
any illegal or unauthorized purpose or engage in, encourage, or promote any
illegal activity, or any activity that violates these Terms, community
standards or any other terms or policies provided in connection with the
Services; (d) use or attempt to use another user’s account without
authorization from such user; (e) modify, adapt, hack or emulate the Services;
(f) use any robot, spider, crawler, scraper or other automated means or
interface not provided or authorized by us to access the Services or to extract
data; (g) circumvent or attempt to circumvent any filtering, security measures
or other features designed to protect the Services, or third parties; and (h)
infringe upon or violate the rights of Vertical Robot, our users or any third
party.
Our Services may include interactive features and
areas where you may submit, post, upload, publish, email, send or otherwise
transmit content, including, but not limited to, text, images, photos, videos,
sounds, virtual reality environments or features, software and other
information and materials (collectively, “User Content”). Unless otherwise
agreed to, we do not claim any ownership rights in or to your User Content. By
submitting User Content through the Services, you grant Vertical Robot a
worldwide, irrevocable, perpetual (i.e. lasting forever), non-exclusive,
transferable, royalty-free and fully sublicensable (i.e. we can grant this
right to others) right to use, copy, display, store, adapt, publicly perform
and distribute such User Content in connection with the Services. You
irrevocably consent to any and all acts or omissions by us or persons
authorized by us that may infringe any moral right (or analogous right) in your
User Content.
You are solely responsible for the User Content you
make available through the Services and you represent and warrant that (a) you
either are the sole and exclusive rights owner of all User Content that you
provide, or you have obtained all rights, licenses, permissions, consents and
releases that are necessary to grant to Vertical Robot the rights specified in
this section; (b) the provision of your User Content, and our subsequent use of
such User Content, will not infringe, misappropriate or violate any third
party’s patent, copyright, trademark, trade secret, moral rights or other
proprietary or intellectual property rights, or rights of publicity or privacy,
or result in the violation of any applicable laws or regulations; and (c) your
User Content does not violate our community standards.
Vertical Robot does not endorse or guarantee the
opinions, views, advice, or recommendations posted or sent by users. Vertical
Robot has no responsibility or liability for User Content made available
through the Services, and we have no obligation to screen, edit or monitor such
content. However, we do reserve the right, and have absolute discretion, to
remove, screen or edit User Content at any time and for any reason.
In the event you are a developer who submits User
Content to Vertical Robot, you acknowledge and agree that our agreements with
you as a developer may supersede this section of the Terms.
Our Privacy Policy, which is available at http://verticalrobot.com/privacy/,
is incorporated into these Terms and sets forth how we treat data, including
how we collect, use and disclose information.
In addition, certain third parties (such as developers
of Third Party Products and the manufacturers of your computer, mobile phone or
other devices) may collect information about you when you use the Services.
These third parties have their own privacy policies and will treat the
information they collect about you according to these policies. We encourage
you to review these privacy policies before providing any information to third
parties. We are not responsible for the accuracy of any third party’s privacy
policy or for ensuring that third parties comply with their privacy policies.
These Terms are in addition to, and do not replace or
change, any other agreements you enter into with Vertical Robot, which may
include but are not limited to our developer agreements, special device terms
of use, community standards and contest, competition, or promotion-related
terms. In addition, if you purchase physical goods from Vertical Robot, other
terms of sale or promotion may apply from time to time.
Your purchase and use of Third Party Products may be
subject to additional terms, including but not limited to third-party end user
agreements, and privacy policies. We encourage you to review any third-party
agreements and policies carefully before accessing, downloading or using Third
Party Products.
We may display age, comfort, and content ratings for
digital content that are based on information provided to us by the developers
of such content. We cannot guarantee that digital content ratings will always
be accurate, nor can we promise that you will not find some material harmful,
offensive, indecent or objectionable.
Unless otherwise indicated, the Services are the
property of Vertical Robot or our licensors and are protected by copyright,
trademark and other laws of the United States and foreign countries. You will
not remove, alter or obscure any copyright, trademark, service mark or other
proprietary rights notices incorporated in or accompanying the Services.
Vertical Robot and the Vertical Robot logo (“Vertical
Robot Marks“) are trademarks or registered trademarks of Vertical Robot S.L..
The Vertical Robot Marks and those of its affiliates may not be copied,
imitated or used, in whole or in part, without prior written permission,
including as authorized by any applicable brand guidelines. All other
trademarks, service marks, logos, trade names and any other proprietary
designations are the trademarks or registered trademarks of their respective
owners and may not be used without permission of the applicable trademark
holder.
Separate and apart from User Content, you may submit
questions, comments, suggestions, ideas, plans, notes, drawings, original or
creative materials or other information about Vertical Robot and our Services
(collectively, “Feedback”). You agree that Vertical Robot and its affiliates
shall be able to use the Feedback in any way it may choose without any
obligation to you.
Any dispute between the parties arising from or
relating to this Agreement will be governed by this Agreement and the laws of Spain,
without giving effect to any conflict of laws principles that may provide for
the application of the law of another jurisdiction.
Any dispute between the parties arising from or
relating to this Agreement shall be decided by the Commercial Court of Madrid,
and you and Vertical Robot agree to submit to the personal jurisdiction of that
court.
The Software is further subject to United States
export controls. No Software may be exported or re-exported (a) into (or to a
national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, Sudan or
any other country to which the U.S. has embargoed goods; or (b) to anyone on
the U.S. Treasury Department’s list of Specially Designated Nationals or the
U.S. Commerce Department’s Table of Deny Orders. By downloading or using the
Software, you represent and warrant that you are not located in, under the
control of, or a national or resident of any such country or on any such
list. You agree to comply with all applicable laws and regulations,
including U.S. export control laws, in the use of the Software. If you
are a resident of a country other than the U.S., you agree to comply with all
applicable laws and regulations, including applicable U.S. and applicable local
export control laws, in the use of the Software.
If you are a copyright owner or an agent of a
copyright owner and believe that anything on the Service infringes upon any
copyright that you own or control, you may submit a notification of such
infringement with our designated Copyright Agent as set forth below:
Vertical Robot S.L.
Gta. Del Tamarindo 7, 1-C
28300 Aranjuez, Madrid
Spain
info@verticalrobot.com
You are granted a limited, non-exclusive right to
create text hyperlinks to our websites for noncommercial purposes; however, you
may not use our logos or other proprietary graphics to link to our sites
without our express written permission.
The Services may contain links to third-party
websites, applications or other third-party services, and you understand that
by accessing third-party links, you may be exposed to content that is
offensive, harmful, inaccurate or otherwise inappropriate. You understand and
agree that we are not responsible or liable for the availability or accuracy of
such third-party properties or the content, products or services made available
through such properties. We do not endorse or control such third-party
properties and we make no representations or warranties of any kind regarding
such properties. If you access or use any third-party properties, you should
also be aware that such third parties’ terms and policies will govern.
15.1 THERE ARE IMPORTANT HEALTH AND SAFETY WARNINGS
AND INSTRUCTIONS THAT YOU MUST READ BEFORE USING THE SERVICES, WHICH ARE
AVAILABLE AT https://www.oculus.com/legal/health-and-safety-warnings/. BY USING
THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTAND THESE
WARNINGS AND INSTRUCTIONS. WE MAY UPDATE OR REVISE THESE WARNINGS AND
INSTRUCTIONS, SO PLEASE REVIEW THEM PERIODICALLY. ADDITIONAL HEALTH AND SAFETY
WARNINGS AND INSTRUCTIONS MAY BE PROVIDED BY DEVELOPERS IN RELATION TO SPECIFIC
THIRD PARTY CONTENT. YOU REPRESENT AND WARRANT THAT YOU WILL READ ALL HEALTH
AND SAFETY WARNINGS AND INSTRUCTIONS BEFORE USING THE SERVICES.
15.2 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR
ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. AS BETWEEN YOU AND Vertical
Robot, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND Vertical Robot EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS (EXPRESS OR IMPLIED,
ORAL OR WRITTEN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, Vertical Robot DOES
NOT REPRESENT OR WARRANT THAT (A) THE FUNCTIONS CONTAINED IN THE SERVICES WILL
BE ACCURATE OR MEET YOUR REQUIREMENTS; (B) THE OPERATION OF THE SERVICES WILL
BE SECURE, UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE, OR (C) ANY DEFECTS IN THE
SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR
ADVICE GIVEN BY Vertical Robot WILL CREATE A WARRANTY. THE FOREGOING DISCLAIMER
OF WARRANTIES WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE
LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED
WARRANTIES, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO
YOU.
You agree to defend, indemnify and hold harmless Vertical
Robot and our affiliates, independent contractors and service providers, and
each of our respective directors, officers, employees and agents (collectively,
“Vertical Robot Parties”) from and against all third-party claims, damages,
costs, liabilities and expenses (including, but not limited to, reasonable
attorneys’ fees) caused by, arising out of or related to (a) your purchase or
use of, or inability to use, the Services; (b) your violation of these Terms or
any other applicable terms, policies, warnings or instructions provided by Vertical
Robot or a third party in relation to the Services, (c) your violation of any
applicable law or any rights of any third party; or (d) any User Content or Feedback
you provide.
THE VERTICAL ROBOT PARTIES SHALL HAVE NO LIABILITY FOR
ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR
INCIDENTAL DAMAGES, ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE
SERVICES, EVEN IF A VERTICAL ROBOT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE Vertical Robot
PARTIES ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE
SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU
PAID US TO USE OUR SERVICES. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND
LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS
AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR
LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.
Red Matter and Daedalus includes the Unreal® Engine code and other code,
materials, and information (the “Epic Materials”) from Epic Games, Inc.
(“Epic”). All Epic Materials are
provided on an “as is” and “as available” basis, “with all faults” and without
warranty of any kind. Vertical Robot,
Epic, and Epic’s affiliates disclaim all warranties, conditions, common law
duties, and representations (express, implied, oral, and written) with respect
to the Epic Materials, including without limitation all express, implied, and
statutory warranties and conditions of any kind, such as title,
non-interference with your enjoyment, authority, non-infringement,
merchantability, fitness or suitability for any purpose (whether or not Epic
knows or has reason to know of any such purpose), system integration, accuracy
or completeness, results, reasonable care, workmanlike effort, lack of
negligence, and lack of viruses, whether alleged to arise under law, by reason
of custom or usage in the trade, or by course of dealing. Without limiting the generality of the
foregoing, Vertical Robot, Epic, and Epic’s affiliates make no warranty that
(1) any of the Epic Materials will operate properly, including as
integrated in the Red Matter and Daedalus, (2) that the Epic Materials will
meet your requirements, (3) that the operation of the Epic Materials will be uninterrupted, bug
free,
or error free in any or all circumstances, (4) that any defects in the Epic
Materials can or will be corrected, (5) that the Epic Materials are or will be
in compliance with a platform manufacturer’s rules or requirements, or (6) that
a platform manufacturer has approved or will approve these Red Matter and Daedalus,
or will not revoke approval of these Red Matter and Daedalus for any or no
reason. Any warranty against
infringement that may be provided in Section 2-312 of the Uniform Commercial
Code or in any other comparable statute is expressly disclaimed by Vertical
Robot and Epic. Vertical Robot, Epic, and Epic’s affiliates do not guarantee
continuous, error-free, virus-free, or secure operation of or access to the
Epic Materials. This paragraph will
apply to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, neither Vertical
Robot, Epic, Epic’s licensors, nor its or their affiliates, nor any of Vertical
Robot’s or Epic’s service providers, shall be liable in any way for loss or
damage of any kind resulting from the use or inability to use the Epic
Materials or otherwise in connection with this Terms of Service, including but
not limited to loss of goodwill, work stoppage, computer failure, or
malfunction, or any and all other commercial damages or losses. In no event will Vertical Robot, Epic, Epic’s
licensors, nor its or their affiliates, nor any of Vertical Robot’s or Epic’s
service providers be liable for any loss of profits or any indirect,
incidental, consequential, special, punitive, or exemplary damages, or any
other damages arising out of or in connection with this Terms of Service or the
Epic Materials, or the delay or inability to use or lack of functionality of
the Epic Materials, even in the event of Vertical Robot’s, Epic’s, or Epic’s
affiliates’ fault, tort (including negligence), strict liability, indemnity,
product liability, breach of contract, breach of warranty, or otherwise and
even if Vertical Robot, Epic or Epic’s affiliates have been advised of the
possibility of such damages. These
limitations and exclusions regarding damages apply even if any remedy fails to
provide adequate compensation.
Because some states or jurisdictions do not allow the exclusion or the
limitation of liability for consequential or incidental damages, in such states
or jurisdictions, the liability of Vertical Robot, Epic, Epic’s licensors, its
and their affiliates, and any of Vertical Robot’s or Epic’s service providers
shall be limited to the full extent permitted by law.
Vertical Robot reserves the right to change, suspend,
remove, discontinue or disable access to the Services or particular portions
thereof, at any time and without notice. In no event will Vertical Robot be
liable for the removal of or disabling of access to any portion or feature of
the Services.
We reserve the right to terminate your right to access
and use the Services if you violate these Terms or any other terms or policies
referenced herein, or if you otherwise create risk or possible legal exposure
for us.
If any provision of these Terms shall be deemed
unlawful, void or for any reason unenforceable, then that provision shall be
deemed severable from these Terms and shall not affect the validity and
enforceability of any remaining provisions.
You may not assign these Terms or any of the rights
granted hereunder without the prior written consent of Vertical Robot, and any
attempted assignment without such consent shall be void. Subject to the
foregoing restriction, these Terms will be fully binding upon, inure to the
benefit of, and be enforceable by us and our respective successors and assigns.
Any failure by Vertical Robot to insist upon or
enforce performance by you of any of the provisions of these Terms or to
exercise any rights or remedies under these Terms or otherwise by law will not
be construed as a waiver or relinquishment of any right to assert or rely upon
the provision, right or remedy in that or any other instance; rather, the
provision, right or remedy will be and remain in full force and effect.
Except as set forth in this section below, a person or
entity who is not a party to this Agreement shall have no rights under any law
to enforce any terms of this Agreement, regardless of whether such person or
entity has been identified by name. Nothing in this section shall affect the
rights of any permitted assignee or transferee of this Agreement. Vertical
Robot
This Agreement contains the entire agreement between
you and Vertical Robot regarding the use of the Services. If any provision of
this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall continue in full force and effect, except if such provision
deprives the Agreement from its essential obligations. Except as set forth in
Section 25, no party will be deemed as a third-party beneficiary to this
Agreement and a third party (including Users other than you) who is not a party
to this Agreement has no right to enforce any term of this Agreement. You may
not assign this Agreement or any of its rights under this Agreement without the
prior written consent of Vertical Robot, and any attempted assignment without
such consent shall be void. Subject to the foregoing restriction, this
Agreement will be fully binding upon, inure to the benefit of, and be
enforceable by us and our respective successors and assigns. The failure of Vertical Robot to exercise or
enforce any right or provision of this Agreement shall not operate as a waiver
of such right or provision. The section titles in this Agreement are for
convenience only and have no legal or contractual effect. To contact Vertical
Robot, please contact us through email at info@verticalrobot.com