END-USER LICENSE AGREEMENT
IMPORTANT: PLEASE READ THIS DOCUMENT IN ITS ENTIRETY
This End-User License Agreement (hereinafter, "Agreement") creates a legally binding Agreement between you or your organization, as an end user of our services (hereinafter, "End User"), and the following company Hotgates e.U (hereinafter, "Company"). Any licenses granted by this Agreement will be referred to as “Licenses” and individually as "License." You or your organization will be referred to through second-person pronouns such as "your" and "yours." We, the Company, will be referred to with pronouns such as "us," "our," and "ours." Collectively, you and the Company may be referred to as the "Parties" and individually as "Party." Any URL that includes hotgates.eu in it will be referred to as “Our Website.” The Hotgates Store, Unreal Marketplace, or any other store where we offer our digital products for purchase or download (excluding the Unity Asset Store) will be referred to as “Store.” Digital products that we offer for purchase through a Store, or free to download on our website will be referred to as “Assets” and individually as "Asset." Any videogame (which will always be covered by your License), or any other product or production that we agree with you in writing as being covered by your License will be referred to as “Products” or individually "Product." All employees, contractors and other collaborators working in a technical or creative role on any one or more Products that incorporate the licensed Assets, excluding anyone working solely as a producer or project manager, or solely on music or audio will be referred to as “Your Team.”
This Agreement governs the use of all of our Assets, specifically:
By accessing, downloading, installing, or otherwise using our Assets in any way, you agree to be bound by this Agreement in its entirety. If you do not agree, you must cease use of the Assets immediately.
STANDARD/EDUCATIONAL LICENSE: When you lawfully access our Assets, whether through purchase or other lawful means, we grant you, subject to all of the terms and conditions of this Agreement, a non-exclusive, transferable, perpetual, royalty-free, revocable License to use the Assets. This License extends to the use of documentation, or digital content developed by the Company, and other materials which may assist in your use of the Assets. This License may not be transferred to any third parties without express, lawful, written permission from the Company. The License is worldwide, and is not limited by game engine, OS, platform or device. The License is transferable from you to another entity that acquires all or a substantial portion of the rights in the Product(s) that incorporate the relevant Assets. For this License transfer to be valid, we’ll need to notify in writing by you, and the transferee will need to give Us a signed agreement accepting the terms of this Agreement. Provided that these requirements are met, you don’t need Our permission to sell the rights of your game.
Unless stated otherwise in the documentation accompanying your purchase, your License is a Standard License.
This License shall be applicable to all lawful End Users of the Assets, unless a separate written agreement has been executed between you and the Company.
This License cannot be terminated except as stated in this Agreement.
LICENSE FEE: The License is provided for a fee unless stated otherwise, in conjunction with the purchase of the Assets. Such a fee will be displayed to you prior to your purchase of the Assets.
LICENSE ENTITLEMENTS: The acquisition of a License entitles you to incorporate the Assets into Products produced under your direct control, and into promotional materials (graphics, videos or print media) for those Products
The License further entitles you to:
I) transmit, broadcast, communicate, publish, distribute, show and play the Assets as incorporated into those Products and promotional materials;
II) adapt the Assets for the purpose of doing any of the above, and to do any of the above with the Assets as so adapted;
III) authorize third parties to do any of the above, but only in relation to Products produced under your direct control, and promotional materials for those Products;
RESTRICTIONS: The License provided hereunder is subject to the following additional restrictions:
ADDITIONAL LICENSES: Unless stated otherwise in the documentation that accompanies your purchase, each Asset purchased includes one License valid for five seats in your Team for that Asset alone. You must purchase enough Licenses to cover the number of seats in your Team, taking the highest count at the time of purchase into account or any time afterwards. If your Team grows to exceed the number of Licenses already paid for, you must immediately purchase additional Licenses to make up for the difference. Extra Licenses will be available at the same list price as applied when you paid for the original License (ignoring any special, discount or other promotional price), or a lower price if a written agreement between the Company and the End User is in place. Please contact us at firstname.lastname@example.org for inquiries regarding that.
INTELLECTUAL PROPERTY: You agree that the Assets, Company website and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, and other intellectual property ("Company IP"). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
ACCEPTABLE USE: You agree not to use the Assets for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Assets in any way that could damage the Company website, services, or general business of the Company.
You further agree not to use the Assets:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To perpetrate any fraud;
IV) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
V) To publish or distribute any obscene or defamatory material;
VI) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VII) To unlawfully gather information about others.
RESTRICTIONS: You agree not to undertake any of the following actions:I) Represent to anyone that you own or have created the Assets;
II) Represent to anyone that you own or have created the Assets even when you have Modified the Assets;
III) Claim to be affiliated or in collaboration with Us;
IV) Share or distribute our Assets unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tools;
V) Share or distribute our Assets as stock images or stock art (2D or 3D) or otherwise share them for re-use by third parties, Except as expressly permitted by this Agreement;
VI) Share the source files of any Assets outside your team. Clarification. Contractors, while working for you may have access to the source files, but you must ensure they delete all the copies of the source files when they finish their engagement with you.
MAINTENANCE: We provide after-sales support for our Assets. We hold the right to withdraw said support at any time for any given Asset. The level, timing and amount of support provided is entirely up to Us. If you are an educational institution or a team, you must ensure all support requests are channeled through directors or team leaders rather than individuals.
AUDITS: You are required to provide Us with access to your records relating to the number of individuals in your Team and your use of our Assets, for the purpose of auditing your compliance with this Agreement. We will give at least seven (7) days’ notice of any request, and will not make more than one request in any five (5) month period. Any information exchanged between the Company and you will be confidential, and will use it only as necessary to enforce our rights in connection with this Agreement.
INDEMNIFICATION: You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Assets, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
SPAM POLICY: You are strictly prohibited from using the Assets or any of the Company's services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
LIMITATION ON LIABILITY: The Company is not liable for any damages that may occur to you as a result of your use of the Assets, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the price paid by you for your License(s) to those Assets. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
DISPUTE RESOLUTION & GOVERNING LAW: This Agreement is governed by the laws of Austria. We may enforce our intellectual property rights and the terms of this Agreement in any court that has jurisdiction over End User. Should Company not have a live version of any Agreement document or any other provisions in any user-facing document covering dispute resolution and governing law, the laws of Austria shall govern any matter or dispute relating to or arising from this Agreement or the Company's relationship with End User.
CHARGEBACKS In case of a credit card chargeback, your License will automatically be terminated unless you pay Us the Assets value within 10 days. If your License is terminated in such or any other way you must delete all copies of our Assets affected by this transaction and cease using them immediately.
ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
TERMINATION: In case of a non-trivial breach of this Agreement by you, you are required to remedy the breach within 30 days of Us requesting a remedy in writing. If this request is not met within the aforementioned time limit we have the right to give notice to you terminating any one or more Licenses that we have granted you in relation to any Asset. If your License is terminated you must delete all copies of our Assets affected by this transaction and cease using them immediately.
ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: email@example.com