Preface: If you have already downloaded Gravity Sketch from Steam, the Oculus Store, or have created a LandingPad account, no need to read further as these T&Cs are the same! If not, please have a read through but we have summarised some of the key points below for convenience:
THE PARTIES AGREE AS FOLLOWS:
1.1. By installing, downloading, accessing, or otherwise copying or using all or any portion of the GRAVITY SKETCH Platform and indicating your acceptance of this agreement by selecting (“Create Account”), (i) you accept this Agreement on behalf of the entity for which you are authorised to act and acknowledge that such entity is legally bound by this Agreement, (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself, and (iii) you represent and warrant that you are above 16 years of age. You may not accept this Agreement on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity. If you do not fulfil these conditions you may not use the GRAVITY SKETCH Platform. This Agreement shall apply in the event that you use the GRAVITY SKETCH Platform via the Oculus Store, Steam, or LandingPad. However, in the event you have a signed licence agreement in place with GRAVITY SKETCH, that licence agreement shall prevail over this Agreement.
1.2. To the extent not defined in this Clause 19, the capitalised terms set out in this Agreement shall have the meaning given to them within the context of the given Clause.
2.1. GRAVITY SKETCH may provide access to the GRAVITY SKETCH Technology free of charge or introduce charges (or paid subscriptions) applicable to the GRAVITY SKETCH Technology. GRAVITY SKETCH, at any time, may change the charges or paid subscriptions applicable to the GRAVITY SKETCH Technology by sending Customer a written notice in accordance with Clause 18.8.
3. USE OF GRAVITY SKETCH PLATFORM
3.1. Subject to Customer’s and its Authorised Users’ continuing compliance with this Agreement, GRAVITY SKETCH hereby grants Customer a personal, non-exclusive, non-transferable right for its Authorised Users to access and use the features and functions of the GRAVITY SKETCH Technology during the Term as part of Customer’s internal business operations or personal use.
3.2. Customer is solely responsible for all activities that Authorised Users undertake on the GRAVITY SKETCH Technology. Customer shall immediately notify GRAVITY SKETCH of any unauthorised use of any Authorised User’s Access Protocols.
3.3. Each licence outlined in Clause 3.1 is tied to a named Authorised User, which the Customer may change up to four (4) times per annum.
3.4. GRAVITY SKETCH will not be liable for any Losses arising from Customer’s failure to ensure each Authorised User maintains the confidentiality of its Access Protocols.
3.5. The Customer will comply and shall ensure that its Authorised Users shall comply with the following GRAVITY SKETCH Acceptable Use Terms, incorporated herein by reference: https://www.gravitysketch.com/acceptableuse/ (“Acceptable Use Terms”).
3.6. The Customer may, from time to time, add additional Authorised Users, and GRAVITY SKETCH may grant access to the GRAVITY SKETCH Platform to such additional Authorised Users, subject to the provisions of this Agreement. Customer will be liable for any breach of this Agreement by such Authorised Users.
4. SUPPORT SERVICES
4.1. It is acknowledged that the GRAVITY SKETCH Technology is in public beta and GRAVITY SKETCH will have no obligation to provide Customer with any support or maintenance services in connection with Customer’s use thereof.
5.1. Without prejudice to Clause 5.2, as between the Parties, all Intellectual Property Rights in and to Customer Data and Results shall vest in Customer upon their creation absolutely and GRAVITY SKETCH shall not obtain any right, title or interest in the Customer Data and Results whatsoever.
5.2. As between the Parties, GRAVITY SKETCH retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the GRAVITY SKETCH Technology.
5.3. Customer will not acquire any right, title or interest in or to the GRAVITY SKETCH Technology (subject only to the limited licences granted under Clause 3.1) and GRAVITY SKETCH reserves all rights therein and thereto not expressly granted in this Agreement.
5.4. Customer hereby assigns to GRAVITY SKETCH all rights, including all Intellectual Property Rights in and to any and all suggestions, enhancements, requests, recommendations, corrections, or other feedback (together “Feedback”) made by or on behalf of Customer relating to the GRAVITY SKETCH Technology.
5.5. Certain elements of the GRAVITY SKETCH Technology are subject to “open source” or “free software licences” (for the purposes of this Clause 5.5, “Open Source Software”). Customer acknowledges that certain elements of such Open Source Software are owned by third parties. No Open Source Software is licenced under any provision of this Agreement under which GRAVITY SKETCH grants Customer any licence to use the GRAVITY SKETCH Technology; instead, each item of Open Source Software is licenced under the terms of the end-user licence that accompanies such Open Source Software (for the purposes of this Clause 5.5, each an “OSS Licence”). Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any OSS Licence.
6.1. It is acknowledged that this Agreement shall govern the public beta operation of the GRAVITY SKETCH Technology, which is under development and may not yet function as intended. Therefore, GRAVITY SKETCH does not warrant that the GRAVITY SKETCH Technology will be free from bugs or errors which may cause (i) temporal interruption of access to the GRAVITY SKETCH Platform and (ii) loss of Customer Data or Results.
6.2. Subject to Clause 6.1, GRAVITY SKETCH warrants that during the Term, the GRAVITY SKETCH Technology will materially conform to the then-current Documentation when used in accordance therewith and the terms of this Agreement. For clarity, the Customer acknowledges and agrees that the relevant Optimal Hardware Specifications may change upon release of an Update.
6.3. The warranty set forth in Clause 6.2 shall not apply:
(a) in the event that Customer or any third party has breached any of the restrictions outlined in the Acceptable Use Terms; or
(b) to any defects or issues arising as a result of any use of the GRAVITY SKETCH Technology in combination with other products, hardware, equipment, software, or data (including Third Party Content) not expressly authorised by GRAVITY SKETCH in the Documentation, to be used with the GRAVITY SKETCH Technology.
6.4. GRAVITY SKETCH’s sole liability, and Customer’s sole remedy, for breach of the warranty in Clause 6.1 shall be GRAVITY SKETCH’s use of commercially reasonable efforts to remedy any material non-conformance covered by such warranty within ninety (90) days of receipt of notice of such defect or, at GRAVITY SKETCH’s option, a refund of the sums paid by Customer for the defective element of the GRAVITY SKETCH Technology on a pro-rated basis. Should GRAVITY SKETCH choose to refund such sums paid, GRAVITY SKETCH may immediately suspend the provision of any access to the GRAVITY SKETCH Platform and/or any and all other parts of its services.
6.5. Customer warrants and represents on an ongoing basis that, and undertakes that, throughout the Term it shall have the necessary rights, power, consents and authority to transmit Customer Data and Results to the GRAVITY SKETCH Technology in the fashion described in this Agreement, and that use or uploading of the Customer Data or Results by GRAVITY SKETCH or any other users on or through the GRAVITY SKETCH Technology will not infringe, misappropriate or violate a third party’s intellectual property rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation .
6.6. Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement the requisite power, capacity and authority to enter into this Agreement and to carry out the obligations under this Agreement.
7. TECHNOLOGY USAGE STATISTICS
7.1. GRAVITY SKETCH shall collect Technology Usage Statistics and, to the extent not already owned by GRAVITY SKETCH, shall be permitted to use such statistics in accordance with the licence granted in Clauses 7.2 and 7.3.
7.2. Customer hereby grants to GRAVITY SKETCH a non-exclusive, worldwide, royalty-free licence, irrevocable during the Term, to use the Technology Usage Statistics to the extent owned by the Customer solely for the purposes described in and anticipated by this Agreement for GRAVITY SKETCH to provide the services described in this Agreement.
7.3. Notwithstanding any other provision of this Agreement, Customer hereby grants to GRAVITY SKETCH a non-exclusive, sublicensable, transferable, perpetual, irrevocable, worldwide licence to use the Technology Usage Statistics to the extent owned by the Customer, for the purpose of enabling GRAVITY SKETCH to use for its own business purposes, including to analyse, assess, improve and develop the performance of the GRAVITY SKETCH Technology.
7.4. It is explicitly acknowledged that where Customers (and their Authorised Users) register to LandingPad.me, it is possible for GRAVITY SKETCH to connect the LandingPad account to their GRAVITY SKETCH account on Steam or Oculus Store and process the resulting Technology Usage Statistics for the purposes set out in clause 7.3 above.
8. CUSTOMER DATA
8.1. GRAVITY SKETCH shall not be responsible for any loss, destruction, alteration, uploading, or disclosure of Customer Data or Results caused by the GRAVITY SKETCH Technology, GRAVITY SKETCH personnel, the Customer or any third party. ANY USE OF CUSTOMER DATA OR RESULTS OF ANY CUSTOMER IS AT CUSTOMER’S OWN RISK AND GRAVITY SKETCH PROVIDES NO WARRANTY THAT THE USER CONTENT IS ACCURATE, COMPLETE, USEFUL FOR ANY PURPOSE. GRAVITY SKETCH DOES NOT EXAMINE WHETHER CUSTOMER DATA OR RESULTS UPLOADED TO THE SITE IS APPROPRIATE OR FREE OF VIRUSES NOR DOES GRAVITY SKETCH DETERMINE WHETHER IT IS TECHNICALLY POSSIBLE TO EXAMINE BUT RESERVES THE RIGHT TO REVIEW ANY CUSTOMER DATA OR RESULTS TO ENSURE IT DOES NOT BREACH THIS AGREEMENT AND ALSO REMOVE A CUSTOMER’S ACCESS TO THE GRAVITY SKETCH TECHNOLOGY AND TERMINATE THEIR ACCOUNT IN THE EVENT OF BREACH OF THIS AGREEMENT. GRAVITY SKETCH ALSO RESERVES THE RIGHT TO DELETE ANY CUSTOMER DATA OR RESULTS THAT ARE (OR POTENTIALLY MAY BE HELD) IN VIOLATION WITH THIS AGREEMENT INCLUDING THE ACCEPTABLE USE TERMS, OR ANY APPLICABLE LAW IN ANY TERRITORY WHERE THE GRAVITY SKETCH TECHNOLOGY IS USED (OR MAY POSSIBLY BE USED).
8.2. In the event that Customer (and its Authorised Users) contribute to the LandingPad Library (“Public Library”), it is acknowledged and agreed that any content including Customer Data or Results contributed to the Public Library (“Public Project”) shall be licenced under the Creative Commons Licences (see http://www.creativecommons.org) namely the Creative Commons Attribution-NonCommercial-ShareAlike licence (CC BY-NC-SA) (“ShareAlike Licence”). Customer (and its Authorised Users) hereby agree that GRAVITY SKETCH makes the Public Project available to other users under the condition that other Customers (and their Authorised Users) shall abide the terms of the ShareAlike Licence, but that otherwise such ShareAlike Licence will be irrevocable. However, GRAVITY SKETCH shall not be responsible for ensuring compliance with the ShareAlike Licence.
8.3. Customer will be responsible for maintaining back-up copies of all Customer Data and Results residing in or relying in any way on the GRAVITY SKETCH Technology. Customer can remove certain Customer Data or Results uploaded or generated via the GRAVITY SKETCH Technology at its sole discretion. However, some of the Customer Data or Results (including, without limitation, posts or comments that have been made available and licenced to the GRAVITY SKETCH Public Library) may not be removed and copies of your Customer Data or Results may continue to exist on the GRAVITY SKETCH Platform in archive or backup form. However, GRAVITY SKETCH may remove or delete the Customer Data or Results within a reasonable period of time after the termination or cancellation of the Customer’s account in accordance with Section 16 (Termination). GRAVITY SKETCH are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of the Customer Data or Results.
8.4. In the event that Customer (and its Authorised Users) discover any breach of their Intellectual Property Rights in Customer Data or Results or the ShareAlike Licence, they can contact GRAVITY SKETCH providing their details, a description of the breach and evidence that such use was a breach or not authorised and GRAVITY SKETCH will investigate the claim and take appropriate action.
9. DATA PROTECTION
9.1. The Parties shall comply with their respective obligations set forth in https://www.gravitysketch.com/privacy-policy.
9.2. In the case of any inconsistency, conflict or ambiguity between any of the provisions of the Agreement and the Data Processing Agreement, the provisions of the Data Processing Agreement shall prevail in preference to the Agreement.
10. THIRD PARTY CONTENT
10.1. The GRAVITY SKETCH Technology may contain or be accompanied by third-party hardware, software, data or other materials (including, without limitation, any virtual reality headsets and related hardware that may be required to use the GRAVITY SKETCH Technology) that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in this Agreement. Customer agrees to comply with such terms. In addition, Customer will take sole responsibility for obtaining and complying with any licences that may be necessary to use third-party hardware, software, data or other materials that Customer uses or obtains for use in conjunction with the GRAVITY SKETCH Technology. Customer acknowledges and agrees that GRAVITY SKETCH has no responsibility for, and makes no representations or warranties regarding, such third-party hardware, software, data or other materials or Customer’s use of such third-party hardware, software, data or other materials. To the fullest extent permitted by law, GRAVITY SKETCH expressly disclaims any and all express or implied terms of any nature relating to Third Party Content.
11. DISCLAIMER / WAIVER
11.1. Except for the warranties provided in Clause 6, and to the extent permitted by applicable law, GRAVITY SKETCH makes, and Customer receives, no terms, warranties, representations, or conditions of any kind, express or implied (including, without limitation, any implied terms as to satisfactory quality, fitness for a particular purpose or Customer’s individual requirements, or otherwise implied by statute or from a course of dealing or usage of trade) with respect to any GRAVITY SKETCH Technology (pursuant to this Agreement or otherwise). Customer acknowledges that the GRAVITY SKETCH Technology, Customer Data or Results may contain bugs, viruses, harmful codes and GRAVITY SKETCH shall bear no liability for any of them. Nothing in the foregoing restricts the effect of warranties or conditions which may be implied by law which cannot be excluded, restricted or modified notwithstanding a contractual restriction to the contrary.
12. CONFIDENTIAL INFORMATION
12.1. In this Agreement, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential and includes the Customer Data, Results, GRAVITY SKETCH Technology, any screenshots of the operation of the GRAVITY SKETCH Platform, any of GRAVITY SKETCH or its Affiliates’ or the GRAVITY SKETCH Platform’s methodologies.
12.2. Confidential Information excludes any information which:
(a) is or becomes publicly known other than through a breach of this Agreement;
(b) was in the receiving Party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
(d) is independently developed by the receiving Party and that independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.3. Each Party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement. Each Party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its Personnel in breach of the terms of this Agreement.
13.1. Customer acknowledges and agrees that GRAVITY SKETCH may include the Customer’s name and a description of the technology and services provided to the Customer under this Agreement, in marketing materials. Customer may opt out of this by emailing [email protected].
14. LIMITATION OF LIABILITY
14.1. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES THE LIABILITY OF EITHER PARTY FOR:
(a) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE;
(b) FRAUD OR FRAUDULENT MISREPRESENTATION;
(c) ANY OTHER ACT, OMISSION, OR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
14.2. SUBJECT TO CLAUSE 14.1, GRAVITY SKETCH SHALL NOT IN ANY CIRCUMSTANCES BE LIABLE TO CUSTOMER WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE), BREACH OF STATUTORY DUTY (HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, FOR:
(a) ANY LOSS (WHETHER DIRECT OR INDIRECT) OF PROFITS, BUSINESS, BUSINESS OPPORTUNITIES, REVENUE, TURNOVER, REPUTATION OR GOODWILL;
(b) ANY LOSS OR CORRUPTION OF DATA OR INFORMATION (WHETHER DIRECT OR INDIRECT);
(c) ANY LOSS (WHETHER DIRECT OR INDIRECT) OF ANTICIPATED SAVINGS OR WASTED EXPENDITURE (INCLUDING MANAGEMENT TIME);
(d) THE CUSTOMER’S FAILURE TO COMPLY WITH ANY APPLICABLE LAW, REGULATION (INCLUDING FINANCIAL SERVICES REGULATION) OR CODE OF BEST PRACTICE AS A RESULT OF, OR IN RELATION TO, ITS USE OF THE GRAVITY SKETCH TECHNOLOGY;
(e) ANY USE OF ANY ACCESS PROTOCOLS BY ANY THIRD PARTY;
(f) ANY LOSS OR LIABILITY (WHETHER DIRECT OR INDIRECT) UNDER OR IN RELATION TO ANY OTHER CONTRACT;
(g) ANY LOSS OR LIABILITY (WHETHER DIRECT OR INDIRECT) ARISING AS A RESULT OF CUSTOMER’S, OR ANY THIRD PARTY’S USE OF, OR RELIANCE UPON, THE RESULTS; OR
(h) ANY LOSS OR LIABILITY (WHETHER DIRECT OR INDIRECT) ARISING OUT OF OR RELATING TO ANY GRAVITY SKETCH TECHNOLOGY OR SERVICES IN RELATION TO USE OF HARDWARE BY CUSTOMER THAT IS BELOW THE STANDARDS SET OUT IN THE OPTIMAL HARDWARE SPECIFICATIONS FROM TIME TO TIME.
14.3. SUBJECT TO CLAUSE 14.1, GRAVITY SKETCH’S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE) ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED £100 (GREAT BRITISH POUNDS) OR THE FEES PAID BY CUSTOMER IN THE LAST 12 MONTHS PRIOR TO THE DATE THE LIABILITY AROSE, WHICHEVER IS GREATER.
15.1. Customer agrees to defend, indemnify and hold GRAVITY SKETCH (and its officers, directors, employees, agents and service providers) harmless against and undertake to repay GRAVITY SKETCH any damages and costs resulting from any third party claim, action or demand and all liabilities and settlements related thereto, including, but without limitation, to legal and accounting fees, resulting from, or alleged to result from (a) your use of the GRAVITY SKETCH Technology, (b) Customer Data, (c) Customer’s violation of this Agreement including but not limited to Customer’s breach of the warranty, representation and/or undertaking given in Clause 6.5, or (d) Customer’s violation of applicable laws or regulations.
16.1. Either party may terminate this Agreement by providing thirty (30) days written notice. In case of a free subscription, GRAVITY SKETCH may terminate this Agreement at any time upon written notice.
16.2. Without affecting any other right or remedy available to it, GRAVITY SKETCH may terminate this Agreement with immediate effect by giving written notice if the Customer:
(a) commits a material breach of any term of this Agreement; or
(b) becomes insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction.
17. CONSEQUENCES OF TERMINATION
17.1. On termination of this Agreement, any and all licences, permissions and authorisations granted to Customer and/or its Authorised Users by GRAVITY SKETCH under this Agreement will terminate automatically.
17.2. Any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect, including: Clause 1 (Introduction), Clause 3.5 (Acceptable Use Terms), Clause 5 (Ownership), Clause 7 (Technology Usage Statistics), Clause 10 (Third Party Content), Clause 11 (Disclaimer/Waiver), Clause 12 (Confidentiality), Clause 14 (Limitation of Liability), Clause 17 (Consequences of Termination), Clause 18 (General), Clause 19 (Definitions).
17.3. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
18.1. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
18.2. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.3. Rights and Remedies. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.4. Severance. If any provision or part-provision of this Agreement shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.5. Entire agreement. The Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements between the Parties in relation to such matters, except in the event that a licence agreement is signed by the Parties in writing, in which case the licence agreement shall prevail. The Parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any Party from liability for fraud or fraudulent misrepresentation.
18.6. No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
18.7. Rights of Third Parties. A person who is not a Party to this Agreement shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
18.8. Notices. Any notice required to be given under this Agreement will be in writing and will be sent to the email addresses as follows:
Customer: email address used to sign up to LandingPad, as separately provided to Gravity Sketch via written communication (including email), or by posting through the GRAVIT SKETCH Platform as a pop-up notification
Gravity Sketch: [email protected]
Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9am on the first Business Day following dispatch). A Party may change its details by giving written notice to the other Party.
18.9. Governing law. The Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England and Wales.
18.10. Jurisdiction. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) (for the purposes of this Clause 18.10 (“Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.
19.1. The following definitions apply to this Agreement:
(a) “Access Protocols”: means the user log-in credentials, together with the network link required to enable Authorised Users to set their password, necessary to access, and have active Access Protocols for, the GRAVITY SKETCH Platform.
(b) “Affiliate”: means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
(c) “Anonymised” means anonymised data, such that any individual/entity to whom the data relates cannot be identified, directly or indirectly, by GRAVITY SKETCH or any third party.
(d) “Authorised Users”: means those Customer Personnel who are authorised by the Customer to access the GRAVITY SKETCH Platform.
(e) “Business Day”: means any day which is not a Saturday, Sunday or public holiday in the United Kingdom and on which the banks are open for business in London.
(f) “Contract Year”: means each period of one (1) year commencing on and including the Effective Date and each anniversary thereof during the Term.
(g) “Customer”: means you, the person or company entering into this Agreement to use the Gravity Sketch Platform, and is deemed to include your Authorised Users.
(h) “Customer Data”: means any design data, media, information or other content (including without limitation, images and 3D files) that is inputted by or on behalf of Customer (including by Authorised Users) to the GRAVITY SKETCH Platform.
(i) “Documentation”: means the manuals, product literature, instructions, schematics, and drawings prepared or published by GRAVITY SKETCH that describe or relate to the GRAVITY SKETCH Technology and its use, operation, features, functionality and capabilities (including sample drawings and designs, modules for drawings and designs, and representations of elements used in drawings and designs), background materials (such as building codes and descriptions of building practices).
(j) “Effective Date”: means the date you install, download, access, or otherwise copy or use all or any portion of the GRAVITY SKETCH Platform.
(k) “GRAVITY SKETCH”: means Gravity Sketch Limited, a company incorporated and registered in England and Wales with company number 09228527 whose registered office is at 3Space International House, 6 Canterbury Crescent, SW9 7QD, London, UK.
(l) “GRAVITY SKETCH Data”: means any software, data, media, information or other content that is accessible via the GRAVITY SKETCH Technology (excluding any Customer Data).
(m) “GRAVITY SKETCH Platform”: means GRAVITY SKETCH’s web-based software-as-a-service collaborative design platform owned, operated and/or licenced by GRAVITY SKETCH (including LandingPad.me), which may be used to create, review, and / or communicate 2-dimensional or 3-dimensional designs and concepts, together with any GRAVITY SKETCH Data comprised therein or accessed thereby.
(n) “GRAVITY SKETCH Technology”: means the GRAVITY SKETCH Platform, Documentation, and any website and application or software used to access the GRAVITY SKETCH Platform, together with any and all technology and software owned or used by GRAVITY SKETCH associated processes, materials, tools, and business methods relating thereto, including, in each case any and all (a) Updates thereto; (b) documentation relating thereto; (c) Intellectual Property Rights therein or thereto; and (d) any benchmarking, analytics or technical data relating to the performance or operation thereof.
(o) “Intellectual Property Rights”: means all copyright and related rights, patents, rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
(p) “Losses”: means all losses, liabilities, damages, costs, claims, charges, demands, actions, proceedings and expenses (including legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).
(q) “Oculus Store”: means any electronic store operated by Facebook Technologies LLC which make available software for the Oculus VR hardware platform.
(r) “Optimal Hardware Specifications”: means the specifications located in the Documentation, which are necessary for the GRAVITY SKETCH Technology to function as set out in this Agreement.
(s) “Organisation”: discrete Authorised User groups set up for a given company or team, who may collaborate with each other and view and/or access files stored within the group.
(t) “Personnel”: means a Party’s employees, agents, consultants or contractors.
(u) “Results”: means any content generated by the GRAVITY SKETCH Platform in course of the ordinary operation thereof.
(v) “Steam”: means any electronic store operated by Valve Corporation which make available software for the Steam store platform.
(w) “Technology Usage Statistics”: means any statistics relating to Customer’s usage of the GRAVITY SKETCH Platform, including but not limited to organisation ID, username, login IP address, login and log out times, crash reports, file type, file size, tool usage, and use of LandingPad.me.
(x) “Term”: Unless terminated earlier pursuant to the terms of Clause 16, the term this Agreement shall commence on the Effective Date and shall continue until the Customer (and any Authorised Users, as applicable) ceases to use of the GRAVITY SKETCH Technology by uninstalling any software downloaded and deleting their accounts.
(y) “Third Party Content”: means any and all content, data, media, information, software (including all Intellectual Property Rights relating thereto or subsisting therein) that is owned by and/or licenced from a third party.
(z) “Update”: means new versions of the GRAVITY SKETCH Technology which is a successor to or substitute for a qualifying prior release, which may include but is not limited to error connections, patches, service packs provided by GRAVITY SKETCH from time to time.