2. Additional Terms.
a) When using the Software, You may create and save custom content. This content or its format may be reset when a particular Software build, patch or update completes the testing phase and is made available to You.
b) You agree that: (i) using the Software is done at Your own risk and that You know that the Software may include known or unknown bugs, (ii) Holotech has no obligation to make the Software available for use without charge for any period of time,
c) The Software may contain functions for collecting and tracking information related to the use of the Software. You acknowledge that Holotech may collect data derived from Your using of the Software and Holotech reserves the right to compile, save, use and analyze such information. The collection and storage of the above data is solely for the purposes of facilitating the functionality of the Software, assisting Holotech in assessing improvements to it and for digital management purposes.
d) As a licensee You may be asked to provide suggestions, comments, requests for noticeable bugs and other feedback with respect to the Software (“Feedback”). You agree that while the role You will play in helping Holotech develop better Software is helpful, it does not constitute a critical or vital role in the development of the Software such as to entitle You to claims of ownership or rights to receive any other compensation of any kind for Your participation. You hereby grant Holotech the worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up right to: (i) make, have made, use, copy, modify, and create derivative works of the Feedback as part of any Holotech product, technology, service, specification or documentation; (ii) publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (iii) sublicense to third parties the foregoing rights, including the right to sub-license to further third parties.
e) You acknowledge that the Software evolves over time and system requirements to use the Software
may change over time. You may need to upgrade your system (or obtain a new system) to use the Software. You agree that Holotech retains the unfettered right to modify any and all aspects of the Software, and that Holotech has been making, is making, and will continue to make changes to the Software.
f) You acknowledge that Holotech may put at Your disposal in-development versions of the Program. Your use of such in-development versions does not constitute an employment Agreement or offer of such an agreement, between You and Holotech and that Holotech does not ask and/or require You to work a certain number of hours, shifts, etc. as part of Your use of the Program and that Your use is strictly voluntary and done solely for Your personal enjoyment; and, further that Holotech expects You only to use your leisure time to participate in this program, and does not expect You to forego other activities, including gainful employment, during the time You spend using such in-development versions of the Program. You may stop using these versions of the Program at any time that You wish.
g) You are obliged to check and review conditions of the Agreement and other documents forming an integral part of this Agreement regularly.
h) You are granted a license for the Program and You are permitted to use the Program module called FACERIG STUDIO FOR INDIVIDUAL CREATORS OR FACERIG STUDIO FOR INDIVIDUAL VTUBERS WITH LIVE2D, provided you have paid the applicable licensing fees and you are either a business whose total income in the previous fiscal year was less than the equivalent of $200 000 US dollars, an individual operating social media accounts that have a follower or subscriber count that is less than 100 000 per social media platform, a strictly non-profit organization or a registered charity. If the 100 000 subscriber count is passed, you are required to purchase and use the Facerig Studio for Professionals and Businesses or Facerig Studio for Professional VTubers w/Live2D licenses.
i) You are granted a license for the Program and you are permitted to use the Program module called FACERIG STUDIO FOR PROFESSIONALS AND BUSINESSES, FACERIG STUDIO FOR PROFESSIONAL VTUBERS WITH LIVE2D, FACERIG STUDIO EVENTS BOOTH or FACERIG STUDIO FOR EVENT BOOTHS WITH LIVE2D LICENSE provided you have paid the applicable licensing fees.
j) You may only use the face tracking data provided by the ULSee Inc. tracker library included in the Program for the purpose of embodying and/or animating digital characters and their props.
For any other license type an additional personalized licensing agreement can be signed between You and Holotech that may include additional costs. In the event of conflicts between the provisions of this Agreement and the personalized agreement, the personalized agreement shall control. In particular, Holotech may agree to create custom avatars based on Your specifications and according to the terms of a Digital Work Agreement concluded between You and Holotech.
3. Responsibilities of the Licensee
a) Subject to the Grant of License herein, You may not, in whole or in part, copy, reproduce, translate, reverse engineer, derive source code, modify, disassemble, decompile, create derivative works based on the Software, or remove any proprietary notices on or in the Software. Failure to comply with the restrictions and limitations contained in this Section 3 shall result in the immediate, automatic termination of the license granted hereunder and may subject You to civil and/or criminal penalties.
b) You agree that You shall not, under any circumstances: (i) sell, grant a security interest in or transfer reproductions of the Software to other parties in any way not expressly authorized herein, nor shall You rent, lease or license the Software; (ii) sell or disclose to any person or entity other than Holotech any serial key, activation code, or other unique identifier or means of authentication provided to You by Holotech; (iii) resell or rent the functionality of the Software to third parties in endeavors that include (but are not limited to) use at a cyber café, computer gaming center, convention, services marketplace (online or offline) or in any other digital or location-based site except with the express consent of Holotech. Holotech may offer a separate Site License Agreement to permit you to make this Program available for such use; see the contact information at the end of the Agreement.
c) You agree that you shall not install and operate FaceRig Studio on any device or installation open to being operated by the public, except if you have purchased either the FACERIG STUDIO FOR EVENT BOOTHS or the FACERIG STUDIO EVENT BOOTHS WITH LIVE2D LICENSE.
d) You agree that Holotech may list your company name in accordance to your own public branding guidelines in the customers section of the FaceRig web page and in its public communications, referring to you as a FaceRig Studio customer, unless notified in writing via email to [email protected] within 15 days from the date of purchase with an express request to omit such mention.
This License Agreement is effective until terminated. You may terminate this Agreement at any time by: (i) removing the Software from Your hard drive; and (ii) notifying Holotech of Your intention to terminate this License Agreement. Holotech may terminate this License Agreement at its sole discretion for any reason or no reason. In such event, You must immediately remove the Software from Your hard drive. Upon termination of this Agreement for any reason, all licenses granted herein shall immediately terminate.
5. Patches and Updates
Holotech may deploy or provide patches, updates and modifications to the Software that must be installed for the Licensee to continue to use the Software. Holotech may update the Software remotely, including without limitation the Software residing on the Licensee’s machine, without the knowledge or consent of the Licensee, and You hereby grant to Holotech Your consent to deploy and apply such patches, updates and modifications to the Software.
6. Permitted Use for the Audio , Video and Animation Content created with the Program
By using Program you can create audio , video and animation content, featuring Avatars, Backgrounds and/or Accessories. You own the copyright to this audio video and animation content, and it may be kept private or made public at your discretion. Some restrictions apply, as follows:
a) If the content is made public, the Program must be credited as being part of the production pipeline in the public video credits.
b) The use of the audio and video content created with the Program while using any of the third-party licensed Avatars, Backgrounds or Accessories is further governed by the licensing terms listed in the original asset description text within the Program. The Licensee must verify the nature of these limitations and comply with them.
c) When creating content by using community-created assets (avatars, backgrounds or accessories etc), additional limitations on allowed content use or ownership may apply on a case by case basis, as dictated by their creators. The Licensee must verify the nature of these limitations and comply with them.
d) In the case of overlaps (content created by using a mix of Avatars Backgrounds and/or Accessories), the most restrictive license applies.
7. Creation of Custom Content that interoperates with the Software
a) From time to time, Holotech may publish software, associated guidelines and specifications (“Community Tools”) to allow You to create custom avatars, backgrounds, accessories, text, sounds or other custom items that interoperate or are integrated with the Software (“Community Made Content”). You may distribute Your Community Made Content to third parties, but only for the Software permitted by Holotech, and only in accordance with the specifications that are part of the Community Tools.
b) You own the copyright to your own Community Made Content, but You grant Holotech Studios and its affiliates the following rights over your Community Made Content that you make public: the non-exclusive, irrevocable right to use, modify, create derivative works from, distribute to Holotech’s development partners, broadcast, and otherwise communicate, and publicly display your Community Made Content, and derivative works of your Community Made Content for DEVELOPMENT, PROMOTION AND MARKETING PURPOSES of the Community Tools, Documentation and Software. More rights, including but not limited to sale and/or distribution of Your Community Made Content, may be given to Holotech only if they are such stated in a specific licensing agreement signed between You and Holotech. Holotech may assign or sublicense any of the before mentioned rights to third parties in its sole discretion.
c) Your Community Made Content shall not: (i) infringe any third party intellectual property or other proprietary or publicity/privacy rights, (ii) violate any law or regulation, (iii) be defamatory, profane, obscene, child pornographic or harmful to minors, (iv) contain any viruses, trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, (v) alter or remove existing intellectual property notices or (iv) violate these Terms of Service;
d) You represent and warrant to Holotech that You have sufficient rights in all Community Made Content to grant Holotech and other affected parties the licenses described under (b) above. This includes, without limitation, any kind of intellectual property rights or other proprietary or personal rights affected by or included in the Community Made Content.
e) Notwithstanding anything in this Agreement to the contrary, Holotech has no support, warranty, indemnification or other obligation or liability with respect to Your Community Made Content or their combination, interaction or use with the Software. You shall indemnify, defend and hold Holotech harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against Holotech by a third party relating to Your Community Made Content (including but not limited to any representations or warranties you make about Your Community Made Content) or Your breach of this Section.
8. Limited Warranty and Disclaimer
THE SOFTWARE AND DOCUMENTATION(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF CONDITION, DEFECTS, USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION(S) REMAINS WITH THE USER. HOLOTECH HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT
(A) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(B) THE SOFTWARE WILL BE INTEROPERABLE OR COMPATABILE WITH OTHER SOFTWARE, OR
(C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE EFFECTIVE, ACCURATE OR RELIABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HOLOTECH OR ITS AUTHORIZED REPRESENTATIVE(S) SHALL CREATE A WARRANTY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9.Limitation of Liability
NEITHER HOLOTECH, NOR SUBSIDIARIES OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OF THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. IN NO EVENT WILL HOLOTECH OR ITS SUBSIDIARIES OR AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF HOLOTECH HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Equitable Remedy
You hereby agree that Holotech would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore You agree that Holotech shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License Agreement, in addition to such other remedies as Holotech may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
At Holotech’s request, You agree to defend, indemnify and hold harmless Holotech, its subsidiaries, affiliates, contractors, officers, directors, employees, agents, licensors, licensees, distributors, developers, content providers, and other users of the Software, from all damages, losses, liabilities, claims and expenses, including attorneys’ fees, arising directly or indirectly from Your acts and omissions to act in using the Software pursuant to the terms of this License Agreement or any breach of this License Agreement by You. Holotech reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You hereunder, and in such event, You shall have no further obligation to provide indemnification for such matter.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement and representations, warranties or understandings between You and Holotech. It can be modified at any time by Holotech at its sole discretion. Holotech may assign this Agreement, in whole or in part, at any time. Notwithstanding, You may not assign, transfer or sublicense any or all of Your rights or obligations under the Agreement without Holotech’s express prior written consent. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Holotech, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Holotech. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
This Agreement will be governed by the laws of Romania and by international copyright regulations and treaties. The exclusive jurisdiction and venue to adjudicate any dispute arising out of these License Terms shall be of the courts of Romania.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions of the Agreement shall remain in full force and effect.
You may contact Holotech at the following address: [email protected]