MEIYO ASSET MARKETPLACE END USER LICENCE AGREEMENT
Last updated: 2nd October 2023.
To the extent that the Meiyo Asset Marketplace End User License Agreement (EULA) is different from Meiyo's Terms of Service, the EULA will control.
1. PARTIES TO THE AGREEMENT/THE SUBJECT MATTER OF THE AGREEMENT
1.1
This Meiyo Asset Marketplace End User Licence Agreement (“EULA”) is a non-exclusive, legally binding end user licence agreement between any individual or a single entity (“END-USER”) that acquires a licence to an Asset from the Meiyo Asset Marketplace and either (a) Meiyo Ltd ("Meiyo"); or, as the case may be (b) any third party (“Provider”) that offers and distributes its Assets via the Meiyo Asset Marketplace. Consequently, this EULA shall apply regardless of whether a purchased Asset is produced by Meiyo or by a Provider (each, a "Licensor"). This EULA is therefore a non-exclusive, legally binding end user licence agreement as the case may be between either (i) Meiyo and END-USER (in which case the term "Licensor" shall refer to Meiyo), or (ii) Provider and END-USER (in which case the term "Licensor" shall refer to Provider).
1.2
By installing, copying, accessing, downloading or otherwise using the Assets, END-USER agrees to be bound to 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 Assets from Licensor via the Meiyo Asset Marketplace. The Assets are licenced, not sold.
1.4
END USER hereby acknowledges that in the event it acquires a licence to an ASSET which in the Meiyo Asset Marketplace is marked as an Asset which is distributed by Provider (as opposed to Meiyo), then Provider shall be considered as the Licensor of, such Asset and; consequently, only Provider (as opposed to Meiyo) shall be responsible for any liability whatsoever under any EULA or any breach by Provider, including (without limitation) liability for infringement of any intellectual property rights, irrespective of the fact that Meiyo facilitates payment.
2. END-USER'S RIGHTS AND OBLIGATIONS
2.1
END-USER may use the licenced Assets only for their intended purpose.
2.2
2.2.1
Subject to the restrictions set forth in this EULA, Licensor hereby grants to the END-USER a non-exclusive, non-transferable, worldwide, and perpetual licence to the Asset solely:
(a) to incorporate the Asset, together with substantial, original content not obtained through the Meiyo Asset Marketplace, into an electronic application or digital media that has a purpose, features, and functions beyond the display, performance, distribution, or use of Assets (“Licenced Product”) as an embedded component of that Licenced Product, such that the Asset does not comprise a substantial portion of the Licenced Product;
(b) to reproduce, publicly display, publicly perform, transmit, and distribute the Asset as incorporated and embedded in that Licenced Product;
(c) to incorporate the Asset into physical advertising materials and reproduce, publicly display, publicly perform, transmit and distribute the Asset as incorporated into those materials solely for marketing purposes with respect to the Licenced Product;
(d) to monetize the Asset within and for use within a Licenced Product, including via in-app purchases; and
(e) except as set forth in 2.2.2 below, to modify the Assets in connection with (a), (b), (c), and (d).
2.2.2
Limitations on Licence. Without limiting the foregoing, END-USER may not, and has no right to:
(a) 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),
(b) enable a customer or user of a Licenced Product to sell, transfer, distribute, lease, or lend the Assets for commercial gain or commercialize Assets within a Licenced Product,
(c) without express authorization, monetize an Asset in a Licenced Product where the Licenced Product’s primary purpose is to create user-generated content,
(d) use, reproduce, duplicate, publicly display, publicly perform, copy, modify, adapt, translate, prepare derivative works of, distribute, transfer, licence, sublicence, rent, lease, lend, sell, trade, resell, or otherwise commercialize or monetize any Asset except as expressly permitted in this EULA.
(f) without express authorization, use Assets in any digital representation of value, ownership, or contractual rights.
2.3
END-USER is granted a licence to install and use Assets on an unlimited number of computers provided that these computers belong to END-USER or any Affiliate of END USER, where “Affiliate” means, with respect to END USER, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with END USER, where “Control,” “Controlled by,” and “under common Control with” mean possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of management or policies of a person, whether through ownership of equity, voting, or other interests; “Affiliate” will also include any Contractor of END USER, provided that such Contractor’s use is limited to work on the project for which Contractor is hired by END USER.
2.4
An END-USER may use an Asset under SECTIONS 2.2 and 2.3, and may have a third party, including any “work-made-for-hire” contractor or “freelancer” (“Contractor”), work on that Asset on its behalf.
2.5
END-USER shall pay for the licence to the Assets in accordance with the payment process provided in the Meiyo Asset Marketplace or otherwise indicated by Meiyo. 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 and hereby authorizes the collection of such amounts including applicable taxes by charging the credit card provided, either directly by Meiyo or indirectly, via a third party online payment processor; alternatively, payment may be made where available by redemption of valid credit(s) (credit(s) are non-transferable) issued by the Meiyo Asset Marketplace or a third party payment processor. For clarity, your payment to Meiyo for an Asset will satisfy your payment obligation with regard thereto, regardless of whether or not the Asset is published by Meiyo or a third party and regardless of whether the payment is made directly or through 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.
2.6
Some components of Assets (whether developed by Meiyo or third parties) may also be governed by applicable open source software licences. In the event of a conflict between the applicable EULA and any such open source licences, the open source software licences shall prevail with respect to those components.
2.7
You agree that no modification or use of those Assets shall (a) 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; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to liability of any kind; (c) be fraudulent, false, misleading, or deceptive; (d) be defamatory, obscene, pornographic, vulgar, or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) promote violence or actions that are threatening to any other person; or (g) promote illegal or harmful activities or substances.
2.8
2.8.1
All sales are final, and there shall be no refunds except as required by law.
2.8.2
Assets will be made immediately available for download upon an END-USER’s acceptance of an order, and therefore END-USER’s right of withdrawal is forfeited upon acceptance.
3. LICENSOR’S RIGHTS AND OBLIGATIONS
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 licence at any time.
4.3
In the event that Meiyo 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 licence rights granted herein terminate and END-USER shall immediately destroy any and all copies of the Assets 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 Assets, except incidental transient or temporary copies or otherwise to the extent that such activity is expressly permitted under mandatory statutory applicable law. In addition, Licensor acknowledges that copies of the Assets may be made when the Assets have been integrated as components of electronic applications and digital media as permitted hereunder.
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
Except as set forth in section 2.2.2, END-USER may modify Assets in connection with (a), (b), (c) and (d) in section 2.2.1.
7. TRADEMARKS
This EULA does not grant END-USER any rights in connection with any trademarks or service marks of Licensor, Provider or Licensor's other suppliers.
8. UPGRADES AND SUPPORT
8.1
Assets identified as upgrades replace and/or supplement the licenced Assets.
8.2
Licensor may at its own discretion from time to time provide upgrades of the Assets to END USER without requesting further payment. Irrespective hereof END-USER is only entitled to licences to upgrades if END-USER has entered into an Upgrade Agreement with Licensor. END-USER may use the upgraded Assets 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. INTELLECTUAL PROPERTY
9.1
The Assets 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 Assets (including but not limited to any software, images, photographs, animations, graphics, 3D graphics, video, audio, music, text, tutorials, and “applets” incorporated into the Assets), the accompanying printed materials, and any copies of the Assets are owned by Licensor. All rights not expressly granted are reserved by Licensor. For greater certainty and without limitation of the foregoing, use of Assets, 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 ASSET ON THE MEIYO ASSET MARKETPLACE, MEIYO DOES NOT UNDERTAKE ANY LEGAL OBLIGATION TO MONITOR, PRE-SCREEN, REVIEW, FLAG, FILTER, MODIFY, REFUSE OR REMOVE ANY ASSET OR THEIR CONTENT FROM THE MEIYO ASSET MARKETPLACE. 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 ASSETS.
10.4
NONE OF THE ASSETS IS 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; LIMITED DEFENCE/INDEMNITY
11.1
SUBJECT TO THIS SECTION 11, 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, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, LOSSES, OR INJURIES AND ANY LIABILITY UNDER SECTION 11.3.2.3, WILL BE LIMITED TO THE AMOUNTS PAID TO LICENSOR BY END-USER IN THE PAST SIX MONTHS FOR THE LICENCE TO THE ASSETS RELATING TO THE DISPUTE; SUBJECT TO THIS SECTION 11, IN NO EVENT WILL LICENSOR OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES 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 MEIYO ASSET MARKETPLACE OR ANY ASSETS LICENCED, DOWNLOADED OR OTHERWISE OBTAINED FROM THE MEIYO ASSET MARKETPLACE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, INDEMNITY, 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
SUBJECT TO THIS SECTION 11, 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 (A) 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 ASSETS OR ON THE MEIYO ASSET MARKETPLACE; (B) ANY CHANGES WHICH LICENSOR MAY MAKE TO THE ASSETS OR ON THE MEIYO ASSET MARKETPLACE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE MEIYO ASSET MARKETPLACE OR THE ASSETS (OR ANY FEATURES WITHIN THE ASSETS); (C) 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 ASSETS; OR (D) END-USER'S FAILURE TO PROVIDE MEIYO WITH ACCURATE ACCOUNT INFORMATION;
11.3
11.3.1
Nothing in this EULA excludes the liability for Licensor, 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.
11.3.2
In respect of Assets whose licence is offered for any obligatory fee, charge, or price (“Paid Assets”), Licensor agrees to the limited obligation of defence and indemnity of this Section 11.3.2.
11.3.2.1
Subject to Sections 11.3.2.2 and 11.3.2.3, Licensor will defend END-USER from claims arising out of or in connection with any claim that a Paid Asset infringes any third-party rights of copyright or of trademark, provided that this will not apply to the extent any such claim is predicated on (a) any changes or modifications of the Paid Asset by anyone other than the Licensor; (b) any changes or modifications of the Paid Asset by Licensor at the request of END-USER; (c) any combination or incorporation of the Paid Asset with any other software, media, or thing; or (d) any breach or failure to meet the obligations of this EULA by END-USER.
11.3.2.2
In order to claim an obligation of defence under the preceding Section 11.3.2.1, END-USER must (a) inform the Licensor in writing of the existence of the claim within 10 days of it coming to END-USER’s attention; and (b) give the Licensor sole right to control the defence or settlement of the claim, provided that END-USER will have the right to approve of any proposed settlement in which there is any admission of any kind by END-USER, such approval not to be unreasonably withheld, conditioned, or delayed. END-USER will, at its expense, provide Licensor with reasonable co-operation in Licensor’s defence of the claim. Notwithstanding the foregoing, END-USER may, at its expense, participate in the defence of the claim with separate counsel of its own choosing.
11.3.2.3
Where a claim under Section 11.3.2.1 has been either defended by Licensor or may have been defended by Licensor and ends in a final judgment/order of a court of competent jurisdiction from which no appeal is possible or in a final, binding settlement, Licensor will pay the monetary award of damages against END-USER under that final judgment/order or the monies to be paid by END-USER pursuant to the final, binding settlement; provided, however, that the obligation to pay shall (a) only be to the extent commensurate with the infringement which Licensor is obligated to defend against under Section 11.3.2.1; and (b) be nonetheless limited by and subject to the limitation of liability provided in Section 11.1.
12. EXPORT RESTRICTIONS
Assets available on the Meiyo Asset Marketplace 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 Assets (“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 Assets to any country to which a licence is required under the Export Laws without first obtaining a licence.
13. VENUE AND APPLICABLE LAW
This EULA and END-USER's relationship with Licensor under this EULA, shall be governed by the laws of England and Wales 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 arbitration arranged by The London Court of International Arbitration in accordance with their rules of arbitration procedure that are in force at the time when such proceedings are commenced. Notwithstanding this, Provider agrees that Licensor shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.