1. Background

1.1

The Producer Space Marketplace (“Producer Space”) is owned and operated by Creative Nevada Limited, 73 Stirling Business Centre, Wellgreen Place, Stirling, Scotland, FK8 2DZ, United Kingdom, Company No. SC501054, VAT Registration No. GB200835056 (“Creative Nevada”). Your use of Producer Space is governed by a legal agreement between you and Creative Nevada consisting of these Terms of Service (“Terms”) which you accept by checking the box indicating your acceptance of these Terms and/or registering as a user of the Producer Space website with a Account ID or otherwise and the Controller-Controller Data Protection Addendum for Producer Space found here.

1.2

In addition any Product that you license from the Producer Space Marketplace that has been developed by Producer Space or that has been made available by third-parties (“Vendors”) that are not affiliated with Producer Space, will be subject to Producer Space’s standard Marketplace End User License Agreement (“EULA”), which is Appendix 1 to these Terms and which you accept as an integrated part of these Terms by checking the box indicating your acceptance of these Terms and/or registering as a user of the Producer Space Marketplace with a Account ID or otherwise. Certain Products may be governed by a Vendor end user license agreement.

1.3

You may use Producer Space Marketplace to browse, locate, and download Products (defined as (i) software designed in order to facilitate the development of electronic games and digital media; and (ii) content (for example – without limitation – computer graphics, including 3D computer graphics, sounds and music), tutorials and other digital materials created in order to become incorporated and embedded components of final end-products and digital media). Some of these Products may be offered by Producer Space while others may be made available by Vendors. You agree that Producer Space is not responsible for any Product on the Producer Space Marketplace that originates from a source other than Producer Space. Additionally, some Products may be made available to you at no charge while other Products may be purchased for a fee. You agree that you are solely responsible for all fees associated with purchases you make on the Producer Space Marketplace.

1.4

In order to use Producer Space Marketplace you must be 18 years of age or older. On using the service you warrant that you have legal capacity to enter into the agreement.

2. Creative Nevada’s provision of the Producer Space Marketplace

2.1

You agree that Creative Nevada may stop (permanently or temporarily) providing the Producer Space Marketplace (or any features within the Producer Space Marketplace) to you or to users generally at Creative Nevada’s sole discretion, without prior notice to you.

2.2

Producer Space may make available to you various payment processing methods to facilitate the purchase of Products from the Producer Space Marketplace. You agree to abide by any relevant terms of service or other legal agreement, whether with Producer Space or a third party, that governs your use of a given payment processing method. You agree that Producer Space reserves the right to add or remove payment processing methods at its sole discretion and without notice to you.

2.3

From time to time, Producer Space] may discover a Product on the marketplace that violates the Product Store Vendor Agreement between a Vendor and Producer Space or other legal agreements, laws, regulations or policies. You agree that in such an instance Producer Space retains the right at its sole discretion to demand that such Product is removed from any computer or other equipment under your control and you agree to promptly comply with such demand.

3. Your Use of the Producer Space Marketplace

3.1

In order to access certain services in the Producer Space Marketplace, you may be required to provide information about yourself such as your name, address, and billing details. You agree that any such information you provide to Produce Space will always be accurate, correct and up to date.

3.2

You agree to use the Producer Space Marketplace only for purposes that are permitted by (a) the Terms and Product Store Guidelines and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Products.

3.3

You agree not to access (or attempt to access) the Producer Space Marketplace by any means other than through the interface that is provided by Producer Space, unless you have been specifically allowed to do so in a separate agreement with Producer Space. You specifically agree not to access (or attempt to access) the Producer Space Marketplace through any automated means (including use of scripts, crawlers or similar technologies from time to time).

3.4

You agree that you will not engage in any activity that interferes with or disrupts the Producer Space Marketplace (or the servers, payment systems or networks which are connected to the Producer Space Marketplace). You agree that you will not use any of the Products found on the Producer Space Marketplace in a way that interferes or disrupts any servers, payment systems, networks, or websites operated by Producer Space or any third party.

3.5

Unless you have been specifically permitted to do so in a separate agreement with Producer Space and except as permitted under the Producer-Space-EULA, you agree that you will not reproduce, duplicate, copy, sell, trade or resell any Product that you have licensed from the Producer Space Marketplace for any purpose.

3.6

You agree that you are solely responsible for (and that Producer Space has no responsibility to you or to any third party for) your use of the Producer Space Marketplace or any Products, any breach of your obligations under the Terms, and for the consequences (including loss or damage of any kind which Producer Space may suffer) of any such breach.

3.7

You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of the Producer Space Marketplace or the purchase of Products through the Producer Space Marketplace, and that the reporting and payment of any such applicable taxes are your responsibility.

3.8

You agree that Producer Space and/or third parties own all right, title and interest in and to the Producer Space Marketplace and the Products available through the Producer Space Marketplace, including without limitation all applicable Intellectual Property Rights in the Producer Space Marketplace and Products. “Intellectual Property Rights” means any and all intellectual property rights wherever in the world and whenever arising (and including any application), including patent laws, copyright, trade secrets, know-how, confidential information, business names and domain names, computer programs, trademark laws, service marks, trade names, utility models, design rights, semi-conductor topography rights, database rights, goodwill or rights to sue for passing off, and any and all other proprietary rights worldwide. You agree that you will not, and will not allow any third party to,

(i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Producer Space Marketplace or the Products, unless otherwise permitted,

(ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in the Producer Space Marketplace or Products,

(iii) use the Producer Space Marketplace or Products to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or

(iv) remove, obscure, or alter Producer Space’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Producer Space Marketplace or Products.

3.9

While Producer Space does not undertake any legal obligation to monitor, pre-screen, review, flag, filter, modify, refuse or remove any or all Products or their content from the Producer Space Marketplace, Producer reserves the right to do so, and if Producer Space is notified by Vendor or otherwise becomes aware and determines in its sole discretion that an Product or any portion thereof (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Producer Space’s hosting policies or other terms of service as may be updated by Producer Space from time to time in its sole discretion; (d) is being distributed by Vendor improperly; (e) may create liability for Unity; (f) is deemed by Producer Space to have a virus or is deemed to be malware, spyware or have an adverse impact on Unity; (g) violates the terms of this Agreement; or (h) the display of the Product is impacting the integrity of Producer Space servers (i.e., Customers are unable to access such content or otherwise experience difficulty), Producer Space may demand that Vendor fixes the Product. In addition, Producer Space shall itself be entitled to edit and make changes in the Product. Finally, Producer Space shall be entitled to remove the Product from the Producer Space Marketplace immediately, or reclassify the Product at its sole discretion. Producer Space reserves the right to suspend and/or bar any Vendor from the Producer Space Marketplace at its sole discretion. Irrespective of the above, you agree that by using the Producer Space Marketplace you may be exposed to Products that you may find offensive, indecent or objectionable and that you use the Producer Space Marketplace at your own risk.

3.10

You agree that Section 5 (“GENERAL PROHIBITIONS”) of the [Sites and Communities Additional Terms](https://unity3d.com/legal/terms-of-service/site-and-communities) apply to any User Content (as defined in those Additional Terms) on the Producer Space Marketplace. You further agree that Producer Space’s [Privacy Policy](https://unity3d.com/legal/privacy-policy) applies to your use of the Producer Space Marketplace.

4. Creative Nevada Services and Third Party Products and Services

4.1

Some components of Products (whether developed by Creative Nevada or third parties) may also be governed by third-party software licenses. In the event of a conflict between the Terms, the EULA and any such licenses, the third-party software licenses shall prevail with respect only to those components.

5. Automatic Updates/h2>

5.1

Products originating from Creative Nevada and Vendors may communicate with Creative Nevada servers or Vendors’ servers as the case may be from time to time to check for available updates to the Product Store and the Products, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, “Updates”). By installing these Products, you agree to such automatically requested and received Updates. The Product Store may make connections to remote servers to provide Producer Space with anonymous usage statistics collected by Google Analytics that Producer Space uses to improve the Product Store. The Product Store may also have features that confirm your compliance with the terms of this Agreement.

6. Indemnifications

6.1

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Unity, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of the Producer Space Marketplace, including your licensing, downloading, installation, or use of any Products, or your violation of these Terms.

7.Termination

7.1

These Terms will continue to apply until terminated by either you or Producer Space as set out below.

7.2

If you want to terminate these Terms, you may do so by ceasing your use of the Producer Space Marketplace and any Products downloaded from the Producer Space Marketplace.

7.3

Producer Space may at any time, terminate these Terms with you if (a) you have breached any provision of these Terms; or (b) Producer Space is required to do so by law; or (c) Producer Space decides to no longer provide the Producer Space Marketplace.

7.4

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Producer Space have benefited from, been subject to (or which have accrued over time whilst these Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 11.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

8. Disclaimer of Warranties

8.1

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE Product STORE AND ANY ProductS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCER SPACE MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE PRODUCER SPACE MARKETPLACE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, UNITY, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE PRODUCTS WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE ProductS WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE ProductS WILL BE CORRECTED.

8.2

YOUR USE OF THE PRODUCER SPACE MARKETPLACE AND ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCER SPACE MARKETPLACE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

8.3

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRODUCER SPACE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PRODUCER SPACE MARKETPLACE AS WELL AS THE PRODUCER SPACE MARKETPLACE ITSELF.

8.4

NONE OF THE PRODUCTS ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE ProductS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

9. Limitation of Liability

9.1

UNITY AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO PRODUCER SPACE BY YOU IN THE PAST SIX MONTHS FOR THE ProductS RELATING TO THE DISPUTE. IN NO EVENT WILL Producer Space OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PRODUCT STORE OR ANY PRODUCTS LICENSED, DOWNLOADED OR OTHERWISE OBTAINED FROM THE PRODUCER SPACE MARKETPLACE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT Producer Space HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.2

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNITY, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF (A) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY, DEVELOPER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN THE PRODUCTS OR ON THE PRODUCER SPACE MARKETPLACE; (B) ANY CHANGES WHICH PRODUCER SPACE MAY MAKE TO THE PRODUCTS OR ON THE PRODUCER SPACE MARKETPLACE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE PRODUCER SPACE MARKETPLACE OR THE PRODUCTS (OR ANY FEATURES WITHIN THE ProductS); (C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE PRODUCER SPACE MARKETPLACE OR THE PRODUCTS; OR (D) YOUR FAILURE TO PROVIDE PRODUCER SPACE WITH ACCURATE ACCOUNT INFORMATION;

9.3

NOTHING IN THE TERMS EXCLUDES THE LIABILITY FOR UNITY, ITS SUBSIDIARIES OR AFFILIATES FOR (A) DEATH AND PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW.

10. Change of Terms

10.1

Producer Space may add or make changes to the Terms from time to time. When these changes are made, Producer Space will make a new copy of the Terms available at the Producer Space Marketplace.

10.2

You understand and agree that if you use the Producer Space Marketplace and the Products after the date on which the Terms have changed Producer Space will treat your use as acceptance of the updated Terms.

11. General Legal Terms

11.1

These Terms constitutes the whole legal agreement between you and Producer Space and govern your use of the Producer Space Marketplace and the Products, and completely replace any prior agreements between you and Producer Space in relation to the Producer Space Marketplace and the Products. Each party confirms that, in entering into the Terms it has not relied upon any representations or statements not expressly incorporated herein. Notwithstanding anything else in the Terms, neither party limits or excludes liability for fraudulent misrepresentation.

11.2

You agree that if Producer Space does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Producer Space has the benefit of under any applicable law), this will not be taken to be a formal waiver of Unity’s rights and that those rights or remedies will still be available to Producer Space.

11.3

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable.

11.4

You acknowledge and agree that each member of the group of companies with which Producer Space is affiliated shall be third party beneficiaries to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms that confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to these Terms. (whether pursuant to the contract, law or otherwise).

11.5

The rights granted in the Terms may not be assigned or transferred by you without the prior written approval of Producer Space. Nor shall you be permitted to delegate your responsibilities or obligations under these Terms without the prior written approval of Unity.

11.6

The rights granted in the Terms may be assigned or transferred by Producer Space without your prior written approval. In addition Producer Space shall be permitted to delegate its responsibilities or obligations under these Terms without your written approval.

11.7

These Terms, and your relationship with Producer Space under these Terms, shall be governed by the laws of Scotland without regard to its conflict of laws provisions. Any dispute arising out of or in connection with these Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Scottish Arbitration Centre in accordance with the rules of simplified arbitration procedure adopted by The Scottish Arbitration Centre and in force at the time when such proceedings are commenced. Notwithstanding this, you agree that Producer Space shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

#Appendix 1

APPENDIX 1 – PRODUCER SPACE MARKETPLACE END USER LICENSE AGREEMENT

1. Parties to the Agreement/ The Subject Matter of the Agreement:

1.1

This Producer Space site End User License Agreement (hereinafter referred to as “EULA”) is a non-exclusive, legally binding end user license agreement between any individual or a single entity (“END-USER”) that acquires a Product from the Producer Space website and either (i) Creative Nevada Limited (SC501054), 73 Stirling Business Centre, Wellgreen Place, Stirling, Scotland, FK8 2DZ, United Kingdom (“Licensor” or “the Company”), or as the case may be (ii) any third party (“Vendor”) that distributes its Products from the Producer Space website. Consequently, this EULA shall apply regardless of whether a purchased Product is produced by the Company or by a Vendor (“Licensor”). This EULA is therefore a non-exclusive, legally binding end user license agreement as the case may be between either (i) the Company and END-User (in which case the term “Licensor” shall refer to the Company), or (ii) Vendor and End User (in which case the term “Licensor” shall refer to Vendor).

1.2

By installing, copying, accessing, downloading or otherwise using the Products, End User agrees to be bound the provisions of this EULA. All definitions of the Terms shall also apply in this EULA unless the context clearly provides for a different understanding.

1.3

The subject matter of this EULA is the licensing to END-USER of any Asset acquired by End User from the Producer Space site. The Products are licensed, not sold.

1.4

END USER hereby acknowledges that in the event it acquires an Product which in the Producer Space website is marked as a Product which is distributed by Vendor (as opposed to the Company), then Vendor shall be considered as Licensor of such Product and, consequently, only Vendor (as opposed to the Company) shall be responsible for any liability whatsoever under, any EULA or any breach by Vendor, including (without limitation) liability for infringement of any intellectual property rights, irrespective of the fact that payment takes place to the Company.

2. END-USER’s Rights and Obligations

2.1

END-USER may use the licensed Products only for their intended purpose.

2.2

Licensor grants to the END-USER a non-exclusive, worldwide, and perpetual license to the Product in accordance with the following terms and conditions:

2.2.1

End Products must be significantly different than the original Product and require time, effort, and skill to produce. End Products must not be used or sold in a way that is directly competitive with the original Product you purchased. End Products must not redistribute the original Product to any third parties in a manner that allows for the extraction of the original Product contents and/or files.

2.2.3

You may not register as a trademark the Product or the end product incorporating the Product – not even logos. If you use the Product to create a logo for yourself or a client, keep in mind that third parties can use the Product too, even in another logo.

You may not use any Product if that use could result in a third party’s claim that it acquired rights in the Item that are contrary to this license. Upon the Licensors request, you shall immediately remove the Item from any unauthorized location or use, including an unauthorized social media platform or website.

2.3.4

For the following categories, special terms apply:

Installable Items (Fonts and Add-Ons):

Here, an End Product must be a unique implementation of the Product. For example, you may purchase a font and use it to make a unique poster, or purchase and use a brush to create an illustration, but you must not redistribute the original Product files in any way.

Templates and Themes:

Here, an End Product must be a unique implementation of the Product, often requiring limited copy and content changes. For example, if you purchase a resume template, you may use the Item for yourself or a client after having input personal information (you may not resell it as stock).

Soundware:

“Soundware” refers to any audio samples, audio files, presets, MIDI files, project files, and/or templates provided for usage by music producers, studio/recording engineers and the like.

All soundware is provided royalty free. You may use soundware Product content within your compositions for both commercial and non-commercial use. This usage may occur without any additional monies being paid in so called ‘royalties’ or license fees to Licensor or any third parties.

Use of soundware in isolation such as, but not limited to video game soundtracks, gaming machines, and mobile phone applications is not permitted. Our soundware files may not be used both individually and/or in combination with other files to produce and fill sample packs, sample instruments, MIDI packs, or templates released by competing companies.

You may use the soundware files in compositions such as: demos, songs, albums, records, remixes, commercials, jingles, post productions, commissioned pieces, soundtracks for film, theatre, and musicals, as well as production music libraries, TV, and live performances.

Any demonstration files are provided as “demos” only and they are not licensed to you. The demonstration files may not be sold, released, signed to any label, or re-created in their current state.

2.3.5

END-USER may otherwise not reproduce, distribute, sublicense, rent, lease or lend the Products. It is emphasized that the END-USERS shall not be entitled to distribute or transfer in any way (including, without, limitation by way of sublicense) the Products in any other way than as integrated components of electronic games and interactive media. Without limitation of the foregoing it is emphasized that END-USER shall not be entitled to share the costs related to purchasing an Asset and then let any third party that has contributed to such purchase use such Asset (forum pooling).

2.4

END-USER shall pay for the license to the Products in accordance with the payment process provided in the Producer Space Marketplace. END USER shall provide customary billing and tax information such as name, billing address, credit card information and VAT number (for EU residents). END USER agrees to pay for all purchases hereby authorizes the collection of such amounts including applicable taxes by charging the credit card provided, either directly by the Company or indirectly, via a third party online payment processor. VAT numbers cannot be added or changed after the purchase is completed. If you are directed to a third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s Privacy Policy. Please review such third party’s terms and conditions and privacy policy before using the services. All sales are final and there shall be no refunds except as required by law.

2.5

Some components of Products (whether developed by the Company or third parties) may also be governed by applicable open source software licenses. In the event of a conflict between the applicable EULA and any such open source licenses, the open source software licenses shall prevail with respect to those components.

2.6

With respect to any the Company licensed Products, no modification or use of those Products shall: (i) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to liability of any kind; (iii) be fraudulent, false, misleading, or deceptive; (iv) be defamatory, obscene, pornographic, vulgar, or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) promote violence or actions that are threatening to any other person; or (vii) promote illegal or harmful activities or substances.

2.7

In this EULA, “Restricted Product” means any Product licensed hereunder that is designated (on prior written approval from the Company) as a “Restricted Product” in any materials accompanying the Product.

3. Licensor’s Rights and Obligations

3.1

Licensor shall render support services to END-USER only in the event a special agreement to this effect has been entered into.

4. Termination

4.1

Without prejudice to any other rights, Licensor may terminate this EULA if END-USER fails to comply with the terms and conditions of this EULA and the Terms.

4.2

END-USER may terminate END-USER’s license at any time.

4.3

In the event that the Company at its discretion or as a result of a decision made by any competent court or authority makes a refund to END-USER of the fees paid for any Asset, then this EULA shall terminate for such Asset.

4.4

In the event of termination of this EULA, all license rights granted herein terminate and END-USER shall immediately destroy any and all copies of the Products contained on any type of media under the control of END-USER and confirm such destruction in writing to LICENSOR.

5. Duplication Rights/Back Up Copy

5.1

END-USER may not make copies of the Products, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable law. In addition Licensor acknowledges that copies of the Products may be made when the Products have been integrated as parts of electronic games and interactive media, cf. Section 2.3 above.

5.2

After installation of one copy of the Asset pursuant to this EULA, END USER may keep the original copy of the Asset solely for back up or archival purposes.

6. Reverse Engineering, Decompilation, and Disassembly

6.1

Except for Services SDKs, END USER may modify Products. END USER shall not reverse engineer, decompile, or disassemble Services SDKs, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable
law.

7. Trademarks

7.1

This EULA does not grant END-USER any rights in connection with any trademarks or service marks of Licensor, Vendor or Licensor’s other suppliers.

8. Upgrades and Support

8.1

Products identified as upgrades replace and/or supplement the licensed Products.

8.2

Licensor may at its own discretion from time to time provide upgrades of the Products to END USER without requesting further payment. Irrespective hereof END-USER is only entitled to licenses to upgrades if END-USER has entered into an Upgrade Agreement with Licensor. END-USER may use the upgraded Products only in accordance with the terms of this EULA.

8.3

END-USER is only entitled to support if END-USER has entered into a Support Agreement with Licensor.

9. Copyright

9.1

The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

9.2

All title and intellectual property rights in and to the Products (including but not limited to any software, images, photographs, animations, graphics, 3D graphics, video, audio, music, text, tutorials, and “applets” incorporated into the Products), the accompanying printed materials, and any copies of the Products are owned by Licensor. All rights not expressly granted are reserved by Licensor. For greater certainty and without limitation of the foregoing, use of Products, whether modified as permitted hereunder or unmodified, is limited to use as expressly provided in this EULA.

10. Disclaimer of Warranties

10.1

END-USER UNDERSTANDS AND ACCEPTS THAT PRIOR TO PLACING ANY PRODUCT ON THE COMPANY, THE COMPANY DOES NOT UNDERTAKE ANY LEGAL OBLIGATION TO MONITOR, PRE-SCREEN, REVIEW, FLAG, FILTER, MODIFY, REFUSE OR REMOVE ANY ASSET OR THEIR CONTENT FROM THE COMPANY WEBSITE. CONSEQUENTLY, END-USER EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE ASSETS IS AT END-USER’S SOLE RISK AND THAT THE ASSETS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, LICENSOR, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO END-USER THAT:

(A) END-USER’S USE OF THE ASSETS WILL MEET END-USER’S REQUIREMENTS,

(B) END-USER’S USE OF THE ASSETS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY END-USER AS A RESULT OF END-USER’S USE OF THE ASSETS WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO END-USER AS PART OF THE ASSETS WILL BE CORRECTED.

10.2

END-USER’S USE OF ANY ASSETS IS AT END-USER’S OWN DISCRETION AND RISK AND END-USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO END-USER’S COMPUTER SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

10.3

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS.

10.4

NONE OF THE PRODUCTS ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE ASSETS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

11. Limitation of Liability

11.1

LICENSOR AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY TO END-USER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO END-USER BY END-USER IN THE PAST SIX MONTHS FOR THE ASSETS RELATING TO THE DISPUTE. IN NO EVENT WILL LICENSOR OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL BE LIABLE TO END-USER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE WEBSITE OR ANY ASSETS DOWNLOADED OR OTHERWISE OBTAINED FROM THE COMPANY WEBSITE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.2

END-USER EXPRESSLY UNDERSTAND AND AGREE THAT LICENSOR, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO END-USER FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY END-USER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY END-USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN END-USER AND LICENSOR OR ANY, DEVELOPER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN THE PRODUCT OR ON THE COMPANY WEBSITE;

(II) ANY CHANGES WHICH LICENSOR MAY MAKE TO THE ASSETS OR ON THE PRODUCER SPACE WEBSITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE PRODUCER SPACE WEBSITE OR THE PRODUCTS (OR ANY FEATURES WITHIN THE PRODUCTS);

(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH END-USER’S USE OF THE PRODUCTS;

(IV) END-USER’S FAILURE TO PROVIDE THE COMPANY WITH ACCURATE ACCOUNT INFORMATION;

11.3

NOTHING IN THE TERMS EXCLUDES THE LIABILITY FOR LICENSOR, ITS SUBSIDIARIES OR AFFILIATES FOR: (I) DEATH AND PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW.

12. Export Restrictions

12.1

Products available on the Producer Space site may be subject to laws, administrative regulations and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Products
(“Export Laws”). You agree to comply with all applicable Export Laws and you shall not export or re-export directly or indirectly (including via remote access) any part of the Products to any country to which a license is required under the Export Laws without first obtaining a license.

13.Venue and Applicable Law

13.1

This EULA and END-USER’s relationship with Licensor under this EULA, shall be governed by the laws of Scotland without regard to its conflict of laws provisions. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Scottish Arbitration Centre in accordance with the rules of simplified arbitration procedure adopted by The Scottish Arbitration Centre and in force at the time when such proceedings are commenced. Notwithstanding this, Vendor agrees that Licensor shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.