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VRTCL LLC END USER LICENSE AGREEMENT

Last Updated: January 2024

 

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE (AS DEFINED BELOW). THIS AGREEMENT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND VRTCL LLC (“VRTCL,” “WE,” “US,” OR “OUR”) CONCERNING YOUR USE OF THE SOFTWARE. BY ACCEPTING THIS AGREEMENT OR DOWNLOADING, ACCESSING, INSTALLING OR USING OUR SOFTWARE, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE OUR SOFTWARE.

 

YOU REPRESENT AND WARRANT THAT EITHER (A) YOU ARE 18 YEARS OF AGE OR OLDER (OR THE LEGAL AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE OR (B) IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE, YOU ARE USING THE SOFTWARE WITH THE SUPERVISION OF YOUR PARENT OR LEGAL GUARDIAN WHO HAS READ AND AGREES TO BE BOUND BY THIS AGREEMENT. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE, MAKE SURE TO REVIEW THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN SO THAT YOU BOTH UNDERSTAND ALL OF YOUR RIGHTS AND OBLIGATIONS.

 

THIS AGREEMENT CONTAINS IMPORTANT TERMS AND CONDITIONS THAT AFFECT YOU AND YOUR USE OF OUR SOFTWARE, INCLUDING, 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 17) IN ITS ENTIRETY.

 

THE SOFTWARE IS DESIGNED FOR USE ON A VIRTUAL REALITY PLATFORM.  TO REDUCE THE RISKS OF PERSONAL INJURY, DISCOMFORT OR PROPERTY DAMAGE, PLEASE MAKE SURE THAT YOU READ AND COMPLY WITH ALL WARNINGS, GUIDELINES AND INSTRUCTIONS ASSOCIATED WITH THE USE OF VIRTUAL REALITY PLATFORMS AND RELATED HARDWARE, SOFTWARE AND SERVICES.

 

1. Software. The term “Software” as used herein means any software provided by VRTCL under this Agreement, including, but not limited to any video games that are designed to be downloaded and installed on the Device (as defined below) and any related content, data, including, associated media, printed or electronic documentation, functionality, services, data that we or our authorized providers make available to you, and any updates and replacements of the foregoing.

 

2. Ownership of the Software. The Software is the valuable property of VRTCL and our licensors and is protected by copyright and other intellectual property rights. VRTCL, or our licensors, own all rights, title and interest in and to the Software, including all logos, text, graphics, images, photographs, videos, illustrations, computer code, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, and all copyright and other intellectual property rights in the foregoing. VRTCL reserves all rights not expressly granted to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement.

 

3. Scope of License Grant to the Software. The Software is licensed, not sold, to you. Subject to the terms and conditions of this Agreement, VRTCL grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use one copy of the Software on a single Software-compatible device owned or controlled by you (the “Device”) solely for your personal entertainment use in accordance with this Agreement and our Terms of Service, located at https://vrtclsports.com/terms-of-service (the “Terms of Service”) (collectively, the “Permitted Use”). Any use of the Software other than as specifically authorized under the Permitted Use, without our prior written permission, is strictly prohibited.

 

4. License Restrictions. The license granted to you in Section 3 does not allow you to do any of the following (directly or indirectly): (a) use the Software on any device other than the Device; (b) distribute, copy, license, rent, sell, sublicense, publish, lease or otherwise transfer the Software or any proprietary materials of VRTCL to any third party; (c) reverse engineer, decompile, disassemble or attempt to discover any source code or trade secrets related to the Software or any proprietary materials of VRTCL; (d) modify, alter or create any derivative works of the Software or based on any proprietary materials of VRTCL; (e) delete, remove, alter, or obscure any copyright, trademark or other proprietary rights notice on or in the Software; (f) work around any technical limitations in the Software; or (g) use the Software for any purpose, commercial or otherwise, other than the Permitted Use or purposes for which it was not designed. Unless explicitly stated herein or otherwise by VRTCL, nothing in this Agreement will be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication or otherwise. If you breach any of these restrictions, you may be subject to prosecution and damages.

 

5. Consent to Collect and Use of Data; Privacy Policy. You agree that VRTCL may collect and use information about you, including information about your use of the Software and Device and any information that is gathered in connection with your use of the Software and Device. For more information about how VRTCL collects, uses and shares information about you, please refer to VRTCL’s Privacy Policy, located at https://vrtclsports.com/privacy-policy (the “Privacy Policy”).

 

6. Updates. VRTCL may occasionally in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, or changes or new features (collectively, including related documentation, “Updates”). Such Updates to all or a portion of the Software may be required for you to continue to use and access the Software. You consent to VRTCL providing you with, and installing, automatic Updates with or without notice to you. You agree that any Update is governed by this Agreement and our Terms of Service.

 

7. User Content and Feedback. When you create, share, post, or upload content on or in connection with our Software (collectively, “User Content”), you grant to us a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up, worldwide license to host, use, distribute, modify, run, reproduce, sell, copy, publicly perform or display, translate, create derivative works of, and otherwise exploit your User Content. Additionally, if you provide VRTCL with any questions, comments, suggestions, ideas, plans, notes, original or creative materials or other information you submit about the Software, VRTCL or its products or services (collectively, “Feedback”), you grant VRTCL all rights to freely use such Feedback for any purpose without providing payment or any other consideration to you. Feedback you provide is non-confidential.

 

8. No Warranty. YOU ACKNOWLEDGE AND AGREE THAT: (A) THE SOFTWARE MAY CONTAIN BUGS, ERRORS, AND DEFECTS; (B) USE OF THE SOFTWARE IS AT YOUR SOLE RISK; AND (C) THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY IS WITH YOU. ACCORDINGLY, THE SOFTWARE IS PROVIDED “AS IS,” “AS AVAILABLE,” WITH ALL FAULTS, DEFECTS AND ERRORS AND WITHOUT WARRANTY OF ANY KIND. VRTCL DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES (EXPRESS AND IMPLIED AND ARISING BY LAW OR OTHERWISE) REGARDING THE SOFTWARE AND ITS PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. VRTCL WILL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF, OR INABILITY TO USE, THE SOFTWARE OR DEVICE THAT THE SOFTWARE IS INTENDED TO ACCESS OR FOR ANY LOSS OF DATA. VRTCL does not REPRESENT OR warrant that the SOFTWARE will be delivered free of any interruptions, delays, VIRUSES, omissions or errors (“Faults”) or in a secure manner or that any Faults will be corrected. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VRTCL OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. IN THE EVENT THAT THE SOFTWARE PROVES DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE FOREGOING DISCLAIMERS AND WARRANTIES WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

 

9. Indemnification. To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless VRTCL, our affiliates, independent contractors and service providers, and each of our respective members, shareholders, directors, officers, employees and agents (collectively “Representatives”) from and against all claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) caused by, arising out of or related to (a) your purchase or use of, download or installation of, and access to, or inability to use, download, install or access, the Software; (b) your violation of this Agreement; (c) your violation of any applicable law or any rights of a third party. VRTCL may retain sole control of the defense and settlement, at VRTCL’s option, of any third-party Claims, in which case you will cooperate with VRTCL in defending such third-party Claim. If VRTCL permits you to defend a third-party Claim, VRTCL has the right to approve the counsel you select to defend such third-party Claim. Regardless of whether VRTCL permits you to defend such third-party Claim, you will pay all fees, costs and expenses associated with defending such third-party Claim (including attorneys’ fees).

 

10. Limitation of Liability. To the fullest extent permitted by applicable law: (A) VRTCL AND ITS REPRESENTATIVES WILL HAVE NO LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE) FOR ANY DAMAGES SUSTAINED BY YOU ARISING FROM YOUR DOWNLOAD OR INSTALLATION OF, USE OF, ACCESS TO, OR INABILITY TO DOWNLOAD, INSTALL, USE OR ACCESS, THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, LOST PROFITS OR BUSINESS, OR LOSS OF DATA, EVEN IF VRTCL OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) YOU CAN RECOVER ONLY DIRECT DAMAGES FOR THE GREATER OF (I) $16.00 USD OR (II) THE AMOUNT YOU PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME 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.

 

11. No Export. You may not use or otherwise export or re-export the Software, or any content contained therein, except as authorized by United States law and the laws of the jurisdiction in which the Software, or any content was obtained. In particular, but without limitation, the Software, and the content contained therein may not be exported or re-exported to (a) any U.S. embargoed countries, or (b) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

 

12. Legal Compliance. By downloading, installing, or otherwise using the Software, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You will comply with all applicable laws, rules and regulations, including but not limited to U.S. export control laws.

 

13. Commercial Items. If acquired by any agency of the United States government, such agency acknowledges that: (a) the Software constitutes “commercial computer software” or “commercial computer software documentation” for purposes of 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable and (b) such agency’s rights are limited to those specifically granted under this Agreement.

 

14. Termination. Any use of the Software other than as specifically authorized under this Agreement, without the prior written permission of VRTCL, is strictly prohibited and will immediately terminate the license granted herein. Subject to Section 15, you may terminate this Agreement at any time by (a) ceasing use of the Software and (b) deleting all copies of the Software in your possession or control. VRTCL reserves the right to terminate this Agreement, or your right to access or use the Software, at any time, for any or no reason. We are not responsible for any loss or harm related to your inability to access or use our Software in the event of termination. In the event of termination, the license granted to you herein will automatically terminate and you must immediately cease all use of the Software and destroy all copies of the Software within your possession or control.

 

15. Survival. Sections 1, 2, 4, 5, and 8 through 20 of this Agreement will survive any termination of this Agreement.

 

16. Modifications. VRTCL reserves the right to limit, modify or discontinue, temporarily or permanently, the Software (or any features or portions thereof) without prior notice. You agree that VRTCL will not be liable for any limitation, modification, suspension or discontinuance of the Software (or any part thereof).

 

17. Dispute Resolution; Arbitration. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU agree that ARBITRATION WILL BE solely ON AN individual BASIS and not as a class arbitration, class action, or any other KIND of representative proceeding. YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

 

For any dispute or claim that you have against VRTCL, that VRTCL has against you or that you have, or VRTCL has, in each case arising from, relating to, or stemming from these Terms, our Services, or any aspect of the relationship between you and VRTCL as relates to these Terms, our Services, including any privacy or data security claims, (collectively, “Claims”, and each a “Claim”), you and VRTCL agree to attempt to first resolve the Claim informally via the following process. If you assert a Claim against VRTCL, you will first contact VRTCL by sending a written notice of your Claim (“Claimant Notice”) to VRTCL by certified mail addressed to VRTCL LLC 5213 w park view ln, Glendale Arizona 85310 or by email to VRTCLsports@gmail.com. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If VRTCL asserts a Claim against you, VRTCL will first contact you by sending a written notice of VRTCL’s Claim (“VRTCL Notice”), and each of a Claimant Notice and VRTCL Notice, a “Notice”) to you via email to the primary email address associated with your account. The VRTCL Notice must (i) include the name of a VRTCL contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If you and VRTCL cannot reach an agreement to resolve the Claim within thirty (30) days after you or VRTCL receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or VRTCL first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.

 

Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or VRTCL, including any disputes in which you or VRTCL seek injunctive or other equitable relief for the alleged unlawful use of your or VRTCL’s intellectual property or other infringement of your or VRTCL’s intellectual property rights (“IP Claims”), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with the preceding paragraph will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.  This Agreement affect interstate commerce, and the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law.

 

All Claims must be submitted to the American Arbitration Association (“AAA”) and will be resolved through binding arbitration before one arbitrator. If you are a consumer, the then-current version of the AAA’s Consumer Arbitration Rules will apply, which are available on the AAA’s website (adr.org), as amended by this Agreement as follows:

 

(a) YOU AND VRTCL AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND VRTCL ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION…

 

[The rest of Section 17 remains the same as the original]

 

18. Governing Law and Venue. This Agreement and your download and installation of, and access to, the Software will be governed and interpreted in accordance with the laws of the State of Arizona, without reference to its choice of law rules. Each party irrevocably consents to the jurisdiction and venue of the federal and state courts located in Arizona, U.S.A., with respect to any Dispute between the parties that is not subject to arbitration under this Agreement.  

 

19. Miscellaneous. Miscellaneous. Except as otherwise provided in Section 17 with respect to Section 17, if any provision of this Agreement is found to be invalid or unenforceable, such provision will be deemed to be restated to reflect the original intention of the parties to the maximum extent possible and in accordance with applicable law, and the remaining provisions, terms, covenants, and restrictions of this Agreement will remain in full force and effect. You may not assign, transfer, or delegate this Agreement or any of your rights under this Agreement without the prior written consent of VRTCL, and any attempted assignment, transfer, or delegation without such consent will be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by StatusPro and our respective successors and assigns. VRTCL will be free to assign, transfer, or delegate this Agreement or any of our rights or obligations under this Agreement without your prior written consent and with or without notice to you. Any failure by VRTCL to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement 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 will remain in full force and effect.

 

20. Customer Support. If you need customer support, or have any questions, complaints or claims with respect to the Software, please email VRTCLsports@gmail.com.