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End User License Agreement – B, Art and Audio Asset License Terms (EULA-B)

IMPORTANT, PLEASE READ CAREFULLY

BY EITHER DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING ANY ART AND AUDIO ASSETS RELATED TO THIS SITE NOT COVERED BY END USER LICENCE AGREEMENT – A (EULA-A), YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:

1. END USER LICENSE AGREEMENT.

This end-user license agreement B for art and audio asset licensing terms (“EULA-B”) is a legal agreement between you (either an individual or a single entity), hereinafter sometimes referred to as “You,” “End User” or “Licensee,” and Voonle LLC (“Voonle”) for the Voonle digital assets accompanying this EULA-B which includes video game related art or audio and may include associated art, music, and sound effects (collectively, “Art and Audio Assets”). Any and all uses of the Art and Audio Assets are governed by the terms of this EULA-B. If you do not agree to the terms of this EULA-B, you should not install, copy, download or use the Art and Audio Assets. You agree that your use of the Art and Audio Assets acknowledges that you have read this agreement, understand it, and agree to be bound by its terms and conditions, and that you represent and warrant that you are an adult and are either accepting this EULA-B on behalf of yourself or on behalf of your child or ward, as the case may be. If the End User has not attained the age of majority, he/she is obliged to obtain the necessary permission in the form required by law from the parents or other legal representatives.

2. OWNERSHIP.

It is hereby understood and agreed that, as between you and Voonle, Voonle, is the owner of all right titles, ownership rights, intellectual property rights and interests in and to the Art and Audio Assets and all copies thereof (including without limitation any titles, computer codes, themes, objects, characters, character names, stories, dialog, catch phrases, locations, concepts, artworks, character inventories, structural or landscape designs, animations, sounds, musical compositions and recordings, audio-visual effects, storylines, character likenesses, methods of operation, moral rights, and any related documentation), regardless of the media or form of the original download, whether online, by disk or otherwise. You, as Licensee, through your downloading, installing, copying or use of this product do not acquire any ownership rights to the Art and Audio Assets.

However, by purchasing Art and Audio Assets from Voonle that are specified to be using this EULA-B, Voonle is granting a non-exclusive license to the purchaser to use the Art and Audio Assets for commercial and non-commercial use under the following conditions:

  1. Noticeable credit must be given to Voonle as the source of the Art and Audio Assets. For example, if the Art and Audio Assets are used in a visual novel, then Voonle could be credited with providing some of the relevant Art and Audio Assets. If Art and Audio Assets are used in a video, credit could be given in the video or in the description of the video. This is not an exhaustive list of possibilities but are examples of the spirit of the level of expectation of credit to be given to Voonle for the use of Art and Audio Assets.
  2. The purchaser of a license to use Art and Audio Assets from Voonle must not sell Voonle’s Art and Audio Assets directly to anyone without Art and Audio Assets being used in a transformative way for commercial or non-commercial use. For example, it’s permitted to use Art and Audio Assets as part of a video game or video, but it’s not permitted to use Voonle’s Art and Audio Assets to create an online store where people can buy art and audio assets.
  3. You may not auction, loan, rent, lease, gift, or sublicense the Art and Audio Assets directly to others. Art and Audio Assets must be part of a transformative work such as, for example, a video game or video if used for commercial or non-commercial use.
  4. Any use of the Art and Audio Assets in violation of these limitations will be regarded as an infringement of Voonle’s copyrights in and to the Art and Audio Assets.
  5. You may not sell any Art and Audio assets as NFTs (non fungible tokens).

    3. GENERAL.

    The Art and Audio Assets is licensed, not sold, to you by Voonle for use only under the terms and conditions of this EULA-B. The Art and Audio Assets are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The rights granted herein are limited to Voonle’s and its licensors’ intellectual property rights in the Art and Audio Assets and do not include any other patents or intellectual property rights.

    4. ART AND AUDIO ASSETS.

    The Art and Audio Assets, as used in this EULA-B, means, collectively and/or as applicable:

    A. The Art and Audio Assets package;

    B. Any and all contents, components, attachments, Art and Audio Assets, media, and code with which this EULA-B is provided and delivered via disk or a Website;

    C. Any and all game design, characters, images, graphics, photographs, art, art work, clip art, text, fonts, music, sounds, voices or other sensory content (the “Media Content”);

    D. Related explanatory written materials and instructions, and any other possible documentation related thereto (“Documentation”); and

    E. Upgrades, modified versions, updates, additions, expansion packs and copies of the Art and Audio Assets (the “Upgrades”), if any, provided to you by Voonle under this EULA-B.

    The terms of this EULA-B will govern any Upgrades provided by Voonle that replace and/or supplement the original Art and Audio Assets, unless such Upgrade is accompanied by a separate license in which case the terms of that license will govern.

    5. GRANT OF LICENSE AND RESTRICTIONS.

    A. Subject to your agreement to and continuing compliance with this EULA-B, Voonle hereby grants, and you hereby accept, a limited, non-exclusive, non-transferable End User license to: (1) install the Art and Audio Assets on the local hard disk(s) or other permanent storage media of one computer, or, on one other device owned by you or under your legitimate control (each a “Unit”).

    6. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

    A. From time to time, at Voonle’s sole discretion, Voonle may provide you with support services related to the Art and Audio Assets (“Support Services”). Voonle reserves the right to alter, suspend, and terminate the Support Services at any time and for any reason. You can contact Voonle for Support Services at contact@voonle.com.

    B. Any supplemental Art and Audio Assets, code, content, or media provided to you in the course of Support Services shall be considered part of the Art and Audio Assets and subject to the terms and conditions of this EULA-B.

    C. You shall not modify, sublicense, assign, or transfer the Art and Audio Assets or any rights under this EULA-B, except as expressly provided in this EULA-B. Any attempt to otherwise sublicense, assign, or transfer any of the rights, duties, or obligations will be void.

    7. TERM.

    A. This License is effective until terminated. Licensee may terminate it at any time by destroying the Art and Audio Assets with all copies, full or partial, and removing all of its component parts. Voonle may terminate this Agreement at any time for any reason. Upon such termination, all licenses granted herein shall immediately terminate and you must immediately and permanently destroy all copies of the Art and Audio Assets in your possession and control and remove the Art and Audio Assets from your hard drive. The Art and Audio assets already transformed and released to the public as a part of a transformed work, in a way in accordance to a proper understanding of EULA-B, may remain under the license terms agreed upon before termination of the agreement. The term of this EULA-B runs concurrently with the period during which the consumer uses and retains the Art and Audio Assets. If the Art and Audio Assets is transferred (to the extent allowed under this EULA-B), the license is transferred with it.

    B. Your rights under this EULA-B will terminate automatically without notice from Voonle if you fail to comply with any term(s) or condition(s) of this EULA-B. In such event, no notice shall be required by Voonle to effect such termination.

    8. INTELLECTUAL PROPERTY RIGHTS.

    A. As between you and Voonle, Voonle shall retain all right, title, and interest in the Art and Audio Assets sold by Voonle, and any upgrades, updates or Documentation provided to End User.

    9. EXPORT AND PURCHASING LAW ASSURANCES.

    You may not buy, export, or re-export the Art and Audio Assets except as authorized by United States law and the laws of the jurisdiction in which the Art and Audio Assets was obtained. In particular, but without limitation, the Art and Audio Assets may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to 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. By installing or using any component of the Art and Audio Assets, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

    10. DISCLAIMER OF WARRANTIES.

    YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ART AND AUDIO ASSETS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ART AND AUDIO ASSETS IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VOONLE AND VOONLE’S AFFILIATES (COLLECTIVELY REFERRED TO AS “VOONLE” FOR THE PURPOSES OF SECTIONS 11 AND 12) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ART AND AUDIO ASSETS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. VOONLE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ART AND AUDIO ASSETS, THAT THE FUNCTIONS CONTAINED IN THE ART AND AUDIO ASSETS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ART AND AUDIO ASSETS OR THE ADDITIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ART AND AUDIO ASSETS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VOONLE OR A VOONLE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE ART AND AUDIO ASSETS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

    12. LIMITATION OF LIABILITY.

    A. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOONLE, ITS AFFILIATES OR LICENSEES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF IN-GAME CURRENCY AND VALUES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ART AND AUDIO ASSETS OR DEFECT IN OR CAUSED BY THE ART AND AUDIO ASSETS, INCLUDING BUT NOT LIMITED TO COMPROMISING THE SECURITY OF YOUR UNIT, OPERATING SYSTEM OR FILES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF VOONLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    B. Voonle does not accept liability for: (1) any possible criminal actions committed by End User; (2) statements of the End User, made or published on the Forums and chats relating to the Game, or End User’s behavior in the Game, including the conduct, manner and ideology of the in-game characters, managed by the End User, actions of in-game characters in the Game, disrespect for other End Users and their in-game characters; (3) the loss of access means by the End Users to their in-game accounts (loss of login, password and other information required for participation to the Game); and (4) the loss of the End User’s in-game currency and values provided by the Game or purchased by End User.

    C. IN ANY CASE, VOONLE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA-B SHALL BE SOLELY LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE ART AND AUDIO ASSETS OR REPLACEMENT OF THE ART AND AUDIO ASSETS WITH PRODUCT OF COMPARABLE RETAIL VALUE, AS VOONLE MAY ELECT IN ITS SOLE DISCRETION; PROVIDED HOWEVER, IF YOU HAVE ENTERED INTO A SUPPORT SERVICES AGREEMENT, VOONLE’S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN PART OR WHOLE.

    13. DEFECTS AND SECURITY WARNING.

    A. WITHOUT LIMITING THE FOREGOING, VOONLE DOES NOT ENSURE CONTINUOUS, ERROR-FREE, SECURE OR VIRUS-FREE OPERATION OF THE ART AND AUDIO ASSETS.

    B. WARNING: BY INSTALLATION AND/OR USE OF THE ART AND AUDIO ASSETS, YOU MAY BE INSTALLING INTO YOUR UNIT ART AND AUDIO ASSETS THAT IS ALLEGED OR MAY BE ALLEGED TO COMPROMISE THE SECURITY OF YOUR UNIT, ITS OPERATING SYSTEM AND FILES. IF AT ANY TIME YOU WISH TO DE-INSTALL THE ART AND AUDIO ASSETS BECAUSE YOU BELIEVE THE SECURITY OF YOUR UNIT, OPERATING SYSTEM OR FILES MAY BE OR HAS BEEN COMPROMISED, YOU MAY NEED TO EXECUTE A SEPARATE ROUTINE TO DE-INSTALL THE FEATURE THAT MAY BE COMPROMISING YOUR SECURITY. DAMAGES YOU MAY RECOVER FOR ANY SUCH ALLEGED SECURITY BREACHES ARE SUBJECT TO THE LIMITATION OF LIABILITY AS SET FORTH HEREIN.

    14. INDEMNIFICATION

    You hereby agree to indemnify, defend and hold harmless Voonle and its affiliates and their respective officers, employees, directors, agents, licensees (excluding you), sublicensees (excluding you), successors and assigns from and against any and all liability, costs, losses, damages, and expenses (including reasonable attorneys’ fees and expenses) arising out of any claim, suit, or cause of action relating to and/or arising from (a) your breach of any term of this EULA-B; (b) your violation of any rights of any third party; or (c) your use or misuse of the Art and Audio Assets. Your indemnification obligations set forth in the immediately preceding sentence shall survive the termination of this EULA-B.

    15. GOVERNING LAW.

    A. Informal Negotiations: To expedite resolution and control the cost of any dispute, controversy or claim related to this EULA-B (“Dispute”), you and Voonle agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiation commence upon written notice from one person to the other. Voonle will send its notice to your billing address and email you a copy to the email address you have provided to Voonle. You will send your notice to Voonle LLC, PO BOX 14731 COPLEY, OH 44321, USA, attn.: Legal Department. Notwithstanding the foregoing, you and Voonle agree that the following Disputes are not subject to the above provisions concerning informal negotiations: (1) any Disputes concerning the validity of any of Voonle’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

    B. Governing Law and Dispute Resolution: This EULA-B will be governed by and construed in accordance with the laws of the state of Ohio. This EULA-B shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. By agreeing to these terms and conditions, in the event of any claim you may have arising from or related to the Art and Audio Assets or this EULA-B you agree to the exclusive personal and subject matter jurisdiction of the courts located in the state of Ohio for making and resolving any such claims, and hereby waive any right to participate in any type of law suit brought and/or maintained as a class action or similar in nature to a class action. Voonle reserves the right to make any claim against you and seek and be granted any legal or equitable remedy against you in any court anywhere in the universe.

    16. WAIVER & SEVERABILITY.

    A failure on the part of Voonle to act with respect to a breach by you or others of this EULA-B does not waive our right to act with respect to subsequent or similar breaches. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this EULA-B shall continue in full force and effect.

    17. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY VOONLE.