Agreement Basics

This is the End User License Agreement (“EULA”) between you and Geogram Corporation, its affiliates and licensors (collectively “Geogram”) for the use of Geogram’s service “Avatar World”. Geogram’s Terms of Service and Privacy Policy are incorporated by reference into this EULA, as and where applicable. This EULA is supplemental to the Terms of Service and Privacy Policy.

The latest copy of Geogram’s Terms of Service and Privacy Policy are available here: 

https://geogram.xyz/aw-privacypolicy/ 

https://geogram.xyz/aw-tos/

“You” or “you” means the individual who downloads, accesses, uses, or shares uses Avatar World (and, if you represent a legal entity, it also means that entity, and you represent and warrant that you are authorized to enter into this agreement for that entity).

Avatar World is a holographic avatar video production, post-production and publishing platform (the “Platform”), comprising

1) Capture software, as well as camera and lighting specifications, for the production of the avatar footage;

2) Post-processing software and services to produce the finished avatar and prepare it for streaming;

3) Avatar World Mobile App, which may be standalone or integrated with other mobile apps to enable the publication and display to mobile users of avatars.

For purposes of this EULA, “Avatar World” consists of an ecosystem and services (the “Services”) which:

(a) licenses “Publishers” (persons who create avatars for use in Avatar World) to use the Platform, services and software provided by Geogram to develop, process, and upload content for creation of avatars, conversion of content into an avatar, contribute avatars to the Services, the streaming of that avatar, and the organization and sharing of avatars in Avatar World (“Publisher Services”); and

(b) licenses end users (“End Users”) to use services and software provided by Geogram to view and stream avatars in Avatar World, organize, share, and follow avatars and related Content (“End User Services”).

For purposes of this EULA, Geogram’s “App” consists of: Geogram’s website, cloud-based server, cloud based client application(s), including software, code, text, graphics, logos, designs, layouts, interfaces, and other items included in or associated with the application; and any updates, supplements, and the result of any support or other services provided by Geogram in respect of the App, all of which are deemed included within the App upon delivery to you. The App may be delivered to you electronically, directly or through a third party. The App may be delivered integrated with a third party’s application in which event this EULA is supplemental to your agreement with that third party. The App may enable your access to one or more websites, other applications, databases, or other products and services offered by Geogram or accessible through Geogram’s systems (“Services”).

“Content” refers to the avatars, avatars, text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials that You develop and upload to the Services.

This EULA states the terms and conditions on which Geogram grants, and you accept a limited, non-exclusive license to install and use the App on one device owned by you or under your legitimate control, to engage in non-commercial use of the App, and upon which Geogram may make available access to Services. By installing or using the App, you accept all of the terms and conditions of this EULA.

Upon acceptance, these terms and conditions form a legal agreement with you and any entity that obtained the Services and or the App and on whose behalf it is used. Your rights to use the Services and the App end if you do not comply with the terms of this EULA.

Geogram may change these terms at any time without prior notice. The revised terms will become effective upon posting them to the Services or the App. Any use of the Services or the App after such date shall constitute your acceptance of such revised terms. If any change to these terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services and the App.

There may be additional terms that Geogram presents to you from time to time, for example, at the time of a download (“Additional Terms”). In the event of a conflict between this EULA and any Additional Terms, the Additional Terms will be applied in priority to the EULA, unless the Additional Terms expressly state otherwise.

Geogram may suspend or discontinue offering the App; modify the App; change or discontinue the Services available through the App; change how it offers and operates such Services (e.g., to begin charging a fee to access features, services, or Content that had previously been made available without charge); remove Content; alter Content; impose limits on certain features or restrict your access to part or all of the App, Services and Content; or make other changes in product and service offerings at its sole discretion and with or without notice to you. Geogram will not be liable to you or any third party for taking any of these actions.

If any Content is intended to be location based and permission based and that you are responsible for setting and withdrawing permissions to your Content, failing which Geogram shall be entitled to assume there are no location based restrictions.

You further acknowledge and agree that even if a copy of the App continues to reside on your device after Geogram makes changes in its product or services offerings, the App may not work as it did prior to such action, and Geogram will have no liability to you or any third party as a result.

Your license to Geogram’s Services and App, as applicable, is non-exclusive, and is not transferable without prior written notice to and the express consent of Geogram, which will not be unreasonably withheld. Your rights of access to any of Geogram’s Services through the App are non-transferable.

You acknowledge that Content uploaded to the Services may be posted to or hosted at a third party content hosting and delivery service. In such event, that third party’s Terms of Service shall apply to any such Content. If you supply Content to Geogram, you agree Geogram shall have the rights to apply such third party’s Terms of Service to you, your Content and your use of Services to the extent necessary or appropriate for Geogram to comply with such Terms of Service.

Content

Content is supplied by Publishers such as you.

If you publish Content, you are solely responsible for your own Content and the consequences of submitting and publishing your Content on the Services. You warrant that you own or have all necessary and appropriate rights to all Content you publish on the Services.

The Geogram Terms of Service contain your grant of rights and licenses to Geogram, and its service providers, and other users of the Services to your Content and your obligations to Geogram and to the Geogram community. You will not submit to the Services any Content or other material that is contrary to Geogram’s Terms of Service, or contrary to applicable local, national, and international laws and regulations.

By using the App or the Services you agree to Geogram’s Terms of Service and Privacy Policy.

Permissions

You authorize Geogram to identify or “geotag” Content you upload to a Geogram Service by reference to location, time, and user information. You understand that Geogram does not guarantee any confidentiality with respect to any Content you submit.

By using the Services or the App you agree Geogram may offer access to third party Content, and may use the App to deliver to you your Content, third party Content, push notifications, text messages, MMS messages, advertising and other electronic commercial messages based on parameters determined by Geogram. You may discontinue receipt of push messages in your device’s or the App’s settings or by deleting the App, as applicable.

Some of Geogram’s Services are supported by advertising revenue and promotions. You agree that Geogram may deliver such advertising and promotions to End Users through the Services in conjunction with your Content. The manner, mode, and extent of such advertising and promotions are in Geogram’s sole discretion and are subject to change without notice to You.

You acknowledge that the App may check for updates to the App that may be available to you and may deliver those updates to you electronically. Geogram will collect and will be entitled to use your data, including without limitation, registration and user registration data, telemetry data (e.g., operating system, number of processors, graphic chipset, memory, device type, locale, time), and error reporting data in order to improve the App, the Services, and Geogram software, products and services generally, and or any other commercial purposes elected by Geogram.

When you use the App, you may connect to Geogram’s or its suppliers’ or vendors’ servers. Your use of the App is governed by Geogram’s Privacy Policy. You consent to Geogram’s use of data that you provide or that Geogram may collect about you through the App, in compliance with the Privacy Policy.

Ownership and Your Restrictions on Use

Geogram owns or has all necessary licenses to the App and the Services and to all intellectual property rights associated with the App and the Services. The App and the Services are protected by the copyright laws of Canada, the United Kingdom, the USA, international treaties and conventions, and other laws. Except as expressly stated herein, you have no intellectual property rights in the App or the Services (including without limitation any rights to use the trademarks, trade names, service marks, logos, domain names, and other distinctive brand features), and Geogram and its licensors reserve all rights not expressly granted to you. You must comply with all laws when using the App or the Services as well as all applicable copyright, trademark or other legal notices or restrictions.

You may not:

1. Make copies of the App, other than as part of your normal backup and archiving processes, or as otherwise allowed by applicable law.

2. Reverse engineer, decompile, or disassemble the App or permit third parties to do so, except to the extent required to obtain interoperability with other independently created software as explicitly permitted by law.

3. Work around any technical limitations in the App or the Services.

4. Alter or in any other way modify nor cause or allow others to alter or modify the App provided to you in object code form for which the source code form is not also provided.

5. Publish the App or any part for others to copy.

6. Rent, lease or lend the App or the Services.

7. Use the App for commercial software hosting or service bureau services.

8. Transfer or distribute this license or your original or any backup copy of the App to another computer or to any other person or legal entity.

9. Disclose the results of any benchmark tests of the App to any third party without Geogram’s prior written approval.

10. If the App contains software developed by a third party, such third party shall be considered a third-party beneficiary of your restrictions and obligations under this EULA.

11. If you are below the age of 13, you may not use Geogram’s App or its Services.

Warranty Disclaimer and Limitations of Liability

Geogram disclaims all express or implied warranties, including, without limitation, non-infringement, merchantability, fitness for a particular purpose, title, quality, availability, and as to subject matter of content. The App, Services, and Content are provided to you “as is”, “as available”, and “with all faults”.

Geogram does not warrant that (a) the App’s functions or any Services or Content will be uninterrupted or free or errors or omissions; (b) that there are no defects or that defects will be corrected; (c) that the App or the servers hosting Content will be free of viruses or other harmful code; (d) or that the App, Services, or Content shall continue to be available. Geogram shall have no liability for any such issue.

Geogram and its data providers do not accept any liability for any error or omission in the information available or the recommendations made through the App and exclude all liability for any action you may take or loss or injury you may suffer (direct or indirect including loss of income, profit, opportunity or time) as a result of relying on any information available through the App.

You acknowledge and agree that Geogram is not liable for any loss or damage which may be incurred by you as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on or available through the Services. Your access to and use of the App and any Services is at your risk. If you are dissatisfied with the App or any of the Services or Content available to you, your sole and exclusive remedy is to discontinue accessing and using the App.

Neither Geogram nor anyone else who has been involved in the creation, production, or delivery of the App shall be liable for any indirect, consequential, or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use of or inability to use such App even if Geogram knew or should have known about the possibility of such damages, and regardless of the form of action (including negligence).

You can recover from Geogram and its suppliers only direct damages, up to a maximum of the amount you paid to acquire your license to the App in total. This limitation applies to: anything related to the App, any services provided by Geogram in respect of the App, any content supplied by Geogram or its agents, and any third party programs, as well as all claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or any other tort, to the maximum extent permitted by law. The above limitation or exclusion may not apply to you if your jurisdiction does not allow the exclusion or limitation of incidental, consequential or other damages.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU AND GEOGRAM AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APP

OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Indemnity

You will indemnify, defend, and hold Geogram and all of its officers, directors, owners, employees, agents, information providers, service providers, vendors, contractors, affiliates, partners, and licensors (collectively, the “Geogram Parties”) harmless from and against any and all liability, losses, costs, and expenses (including lawyers’ fees) incurred by any of the Geogram Parties in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity or privacy, copyright infringement, or trademark infringement arising out of: your use of the App or any Services; any use or alleged use of your account or your passwords (if any) by any person, whether or not authorized by you; your connection to Geogram’s or its vendors’ servers; your violation of this EULA; or your violation of the rights of any other person or entity. Geogram reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Geogram, and you will cooperate with Geogram’s defense of these claims.

U.S. Government Users

All software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995).

Export Restrictions

The App is subject to Canadian and United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.

Law/Forum

This EULA, its interpretation, and any claims for breach of it, is governed by the laws of the Province of Ontario, and the laws of Canada applicable therein, without regard to conflict of laws principles. Any proceeding against Geogram in respect of the interpretation or enforcement of this EULA is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario. You consent to the personal and subject matter jurisdiction of the courts in the Province of Ontario, Canada.

Termination

This EULA is effective until terminated. You may terminate this EULA at any time by: (i) irretrievably erasing, deleting, or destroying all copies of the App in your possession or control; and (ii) ceasing to use the Services and Content available through the App. Geogram may terminate this Agreement at any time for any reason or no reason. However, if you paid Geogram to acquire the App, and we terminate this EULA within one year after you made your payment for reasons other than your breach of this EULA, we will refund a prorated portion of the purchase price corresponding to the portion of such one year period for which our action caused you not to be able to use the App. Upon termination for any reason, the license granted to you will immediately terminate. The rights of Geogram herein and the licenses you granted to Geogram in this EULA will survive any termination.

Interpretation

If any provision of this EULA shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from this EULA and shall not affect the validity and enforceability of any remaining provisions.

This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act.

A printed copy of this EULA and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form. You agree that you will only sue Geogram as an individual.

This EULA, including documents incorporated by reference or referenced herein, constitutes the entire agreement between you and Geogram with respect to the App, the Services, and any Content.

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION AND YOU AGREE THAT YOU SHALL ONLY BRING A CLAIM AGAINST GEOGRAM, ITS PARENT AND AFFILIATES, AND RELATED COMPANIES IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY CLAIM OR ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Except as otherwise required by law, the controlling language of this EULA is English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.

This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and we acknowledge and agree that Geogram’s licensors and service providers, and their respective affiliates and subsidiaries are intended third party beneficiaries of this EULA and will have the right (and will be deemed to have accepted the right) to enforce this EULA against you.

Contact Information

If you have any questions, claims, or complaints, you should notify us using the Contact Us Link on our website, or by post at our development office listed below.

You may contact Geogram at:

Geogram Corporation 

1735 Kipling Avenue

Suite A2 

Toronto, ON M9R 2Y8

You hereby acknowledge that you have read and understood this EULA and agree that by clicking your acceptance or by installing, copying, or using the App you are acknowledging your agreement to be bound by this EULA.

Copyright © 2017-2020 Geogram Corporation

Last Updated: August 14, 2020