Animal Vegetable Mineral Limited
Preview Tools End User License Agreement
Last updated: November 03 , 2020
This Animal Vegetable Mineral Limited End User License Agreement (“Agreement”) is between Animal Vegetable Mineral Limited, Hereafter referred to as (“AVM Limited”) and you or the entity that you represent (collectively, “You”), and governs Your use of the Preview Tools application (the “App”) any virtual spaces created for the App (the “Models”) and any video content you create using the App (the “Content”).
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING THE APP, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT AND YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE FOREGOING AND SUCH TERMS, CONDITIONS AND/OR NOTICES, YOU DO NOT HAVE THE RIGHT TO INSTALL OR USE THE APP.
AVM Limited reserves the right to revise any portion of this Agreement in its sole discretion at any time and without prior notice to You by updating this posting, such changes to be effective prospectively. Thus, You should check here periodically for changes. If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the App. Your continued use of the App after a change has been posted constitutes. Your acceptance of the change thereafter.
1. Parties. This Agreement is between You and AVM Limited only, and not any third-party distribution channel or third-party equipment manufacturer, or any other third party. AVM Limited is solely responsible for the App and the content thereof.
2. Ownership; Feedback. You acknowledge that the software code underlying the App, Models and Content is AVM Limited’s confidential and proprietary information. At all times, AVM Limited and its licensors will retain ownership of all proprietary rights in and to the App and any technology of AVM Limited embodied in the Models (the “AVM Limited Technology”), and any copies thereof, including any copyright, patent, trade secret, trademark or other intellectual property rights therein, look and feel thereof, and any derivatives of the foregoing. AVM Limited and its licensors reserve all rights that are not specifically granted to You hereunder.
As between You and AVM Limited, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own the copyrights in Content that You create using the App (excluding any AVM Limited Technology embodied in Models]
AVM Limited may solicit, or You may elect to volunteer, feedback, ideas or other suggestions regarding the App (“Feedback”). You will not be obligated to provide Feedback to AVM Limited. However, if You elect to provide any Feedback, You hereby assign to AVM Limited, all right, title and interest (including, without limitation, all intellectual property rights including patent rights, copyrights and trade secrets) in such Feedback. Without additional consideration, You agree to perform all acts reasonably necessary for AVM Limited to perfect and enforce such rights.
3. Limited License. Subject to the terms and conditions of this Agreement, AVM Limited hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to: (a) download, install and use the App for lawful purposes solely for processing, modifying, displaying and sharing video content (as limited by the version of the App that You are running), and only on a device that is capable of running the App and that You own or control; (b) to use any AVM Limited Technology embodied in the application for the sole purpose of displaying the video content.
4. License Restrictions. Except as expressly set forth in this Agreement, You shall not, directly or indirectly, in whole or in part: (a) copy the App, except for downloading the App from an authorized distribution channel onto Your device capable of running the App as authorized under the license granted herein; (b) cause or permit any reverse engineering, de-compilation, modification, translation or disassembly of the App; (c) cause or permit any reverse engineering or de-compilation of any Model (or any component thereof, including without limitation any AVM Limited Technology embodied in such Model); (d) sell, rent, sublicense, distribute, disclose, publish, assign or otherwise transfer any rights in the App without AVM Limited’s prior written consent; (e) modify, or create derivative works based upon, the App (or any component thereof, including without limitation associated technology) or any AVM Limited Technology embodied in any Model; (f) permit any third party to benefit from the use or functionality of the App via a timesharing, service bureau or similar arrangement; or (g) take any action or omit to act in any way that would interfere with or disrupt the integrity or performance of the App or content, or adversely affects AVM Limited’s right, title or interest in or to the App or content. You shall not use the App to capture, store or share: (i) any content subject to copyright that is not Your original work, unless You have permission from the rightful owner; (ii) any confidential or private information of any third party without the express consent of such third party; (iii) any content that is harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful, or otherwise objectionable; or (iv) any content that infringes or misappropriates any third-party intellectual property right, or is invasive of any privacy or publicity right.
5. Licence Fee. The fees agreed between us (whether via online purchase, via an order form, or in some other form) (the “Order”) are payable within 30 days of receipt of an invoice from us and cover the period of time specified in the Order. Unless You inform us that you intend to cease using the App, we will invoice for a renewal period of equal length to the initial term purchased 30 days in advance of such renewal at the prevailing fee at the time.
6. Term. The term of this Agreement and the license granted herein continues until this Agreement is terminated by either party. You may terminate this Agreement at any time by discontinuing use of, and deleting all copies of, the App. This Agreement terminates automatically if You fail to comply with any of the terms of this Agreement. Upon any termination of this Agreement, You must cease use of the App and destroy all copies of the App. AVM Limited may terminate this licence for any reason by providing 7 days written notice to you, in which case we will reimburse any licence fees paid relating to the terminated period.
7. Warranty Disclaimer. THE APP IS PROVIDED “AS IS.” AVM LIMITED MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS LICENSORS, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AVM LIMITED MAKES NO WARRANTY REGARDING THE QUALITY OF THE APP, THAT THE APP WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE APP WILL MEET YOUR REQUIREMENTS. AVM LIMITED MAKES NO WARRANTY OR GUARANTEE WHATSOEVER REGARDING THE ACCURACY OF ANY MEASUREMENTS TAKEN THROUGH THE USE OF THE APP. Some jurisdictions do not allow some of the foregoing exclusions or limitations, so some of these exclusions or limitations may not apply to You.
8. Privacy. AVM Limited may use certain information collected through the App as generally described in AVM Limited’s Privacy Policy (available at www.animalvegetablemineral.tv), which is incorporated herein by reference. Through Your use of the App, You consent to the collection and use (as set forth in the Privacy Policy) of information we and our service providers collect from You, including the transfer of this information within and between the United kingdom and/or other countries for storage, processing, and use by AVM Limited, its affiliates and service providers, and third parties with which it has strategic relationships. Third-party distribution channels for the App, such as Google Play, may also track Your usage of the App and use and disclose such information as described in the privacy policies of such channels. Such disclosure may include disclosure of App usage to AVM Limited. Neither this Agreement nor the AVM Limited Privacy Policy will govern any such collection, use or disclosure, and we encourage You to read the posted privacy policy of these channels whenever interacting with their services. AVM Limited is not responsible for the privacy practices of these channels.
9. Technical Support. AVM Limited may, but is not obligated to, provide maintenance or other technical support for the App. Nothing in this Agreement obligates AVM Limited to support or provide You with updates or error corrections to the App. AVM Limited reserves the right to discontinue support for the App at any time.
10. Third-Party Claims; Product Claims. As between the parties to this Agreement, You are responsible for all the content that You process through the App, including for the accuracy, legality and integrity of such content. You shall defend, indemnify and hold harmless AVM Limited, its affiliated companies, and their respective officers, directors, employees and representatives from and against all claims, actions or suits by any third party, including all associated liability, judgments, fines, losses, costs, damages, and settlements, including reasonable legal fees and expenses, arising out of or relating in any way to: (a) Your breach of any of Your covenants, representations and/or warranties set forth in this Agreement; or (b) Your capture, use, sharing, distribution, display or publication of any content. In the event of a claim in respect of which AVM Limited seeks indemnification from You hereunder, AVM Limited will promptly notify You in writing of the claim, cooperate with You in defending or settling the claim at Your expense, and allow You to control the defence and settlement of the claim, including the selection of legal representation; provided, however, that You shall not settle any claim unless such settlement completely and forever releases the indemnified AVM Limited party from all liability with respect to such claim or unless the indemnified AVM Limited party consents to such settlement in writing. AVM Limited shall not be obligated to indemnify, defend or hold You harmless with respect to any third-party claims arising out or relating to the App, including without limitation any claims for intellectual property infringement. Nothing in this Agreement shall be deemed an admission that any such claims may arise.
11. Limitation of Liability. IN NO EVENT WILL AVM LIMITED OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF AVM LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF AVM LIMITED AND ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE LESSER OF THE TOTAL AMOUNTS PAID TO AVM LIMITED BY YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING YOUR CLAIM(S), OR $500. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL AVM LIMITED OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY THIRD-PARTY USE OR REDISTRIBUTION OF ANY MODEL THAT YOU SHARE. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of this Agreement would be substantially different. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to You.
12. Compliance with Law. You represent and warrant that: (a) You are not located in a country that is subject to a U.K. Government embargo, or that has been designated by the U.K. Government as a “terrorist supporting” country; and (b) You are not listed on any U.K. Government list of prohibited or restricted parties. You may not export, re-export, import, or transfer the App in violation of any applicable export laws or regulations, and You may not assist or facilitate others in doing any of the foregoing. You acknowledge that it is Your responsibility to comply with any and all applicable export and import laws.
13.Governing Law; Venue. This Agreement shall be interpreted in accordance with the laws of the United Kingdom without reference to its conflict of law provisions. Any litigation, suit or other proceeding regarding the rights or obligations of the parties hereunder shall be conducted exclusively before the courts in the United Kingdom (UK) , and the parties specifically consent to laws of the United kingdom, as the exclusive venue for any such proceeding.
14. Miscellaneous. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed to the extent necessary to make it enforceable so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without AVM Limited’s prior written consent, and any such attempt is void. This Agreement is binding upon and is for the benefit of the respective successors and assigns of the parties hereto. The parties acknowledge and agree that a material breach of this Agreement adversely affecting AVM Limited’s proprietary rights would cause irreparable harm to AVM Limited for which a remedy at law would be inadequate and that AVM Limited shall be entitled to injunctive relief in addition to any remedies it may have hereunder or at law. This Agreement is the complete agreement between AVM Limited and You concerning Your use of the App, and supersedes any and all prior agreements and representations between AVM Limited and You related to the same subject matter. Unless otherwise specified herein, all notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and: (a) if to AVM Limited, delivered personally or sent by pre-paid, first class certified or registered mail, return receipt requested or by overnight courier, to AVM Limited, South Wing , Somerset house , Strand, London. WC2R 1LA ; or (b) if to You, by in-App notification, email, or by pre-paid, first class certified or registered mail, return receipt requested or by overnight courier to Your mailing address set forth in Your AVM Limited Portal registration. No amendment of any provision of this Agreement shall be effective unless made in accordance with preliminary paragraphs hereof or set forth in a writing signed by a representative of AVM Limited and You, and then only to the extent specifically set forth therein.
15. Contact. If You have any questions regarding the App or this Agreement, please contact us at Preview@animalvegetablemineral.tv or at South Wing, Somerset house, Strand, London. WC2R 1LA.