1.1. This Solar2D Plugins Marketplace End User License Agreement (hereinafter referred to as the "EULA" or "Agreement") is a nonexclusive, legally binding end user license agreement between any individual or a single entity ("End User") that acquires an Asset from the Solar2D Plugins Marketplace and the third party provider of that Asset (the "Provider") which has distributed that Asset via the Marketplace. Where QWeb Ltd provides its own Assets via the Marketplace, then QWeb Ltd shall be the Provider. Where reference in this Agreement is made to either QWeb Ltd or Provider the term "Licensor" is used.
1.2. By installing, copying, accessing, downloading or otherwise using the Assets, End User agrees to be bound by the provisions of this EULA.
1.3. This EULA governs the terms of the License granted to the End User over any Asset acquired by the End User from the Marketplace (e.g. by downloading it, incorporating it into a piece of software, or taking any other similar step). All such Assets are licensed to End User, not sold or otherwise acquired.
1.4. End User hereby acknowledges that, where it acquires from the Marketplace an Asset distributed by Provider (as opposed to QWeb Ltd) then Provider shall be considered the Licensor of such Asset and, consequently, only Provider (as opposed to QWeb Ltd) shall be responsible for any liability whatsoever under, any EULA or for any breach of this Agreement, including (without limitation) liability for infringement of any intellectual property rights.
For the purposes of this Agreement the following definitions shall apply (unless the context otherwise requires):
2.1. "Application" means electronic games, apps, programs, and interactive media as developed and distributed by End User.
2.2. "EULA" means this Solar2D Plugins Marketplace End User License Agreement.
2.3. "Asset" or "Assets" shall mean:
2.4. "End User" means any person, company or other legal entity that will acquire Licenses to Assets via the Solar2D Plugins Marketplace.
2.5. "Solar2D" or "Corona SDK" means the product collection of Solar2D or Corona Software Development Kit (also referred to as "SDK") including but not limited to Corona Enterprise, Corona Cards, and/or any supplementary software in source code, object or binary form provided by or made available to you by Corona Labs Inc. or its authorised agents, or by the Solar2D community members responsible for development of the Solar2D software.
2.6. "Payment Processor(s)" means any party authorised by QWeb Ltd to provide payment processing for payments from End Users to Providers for Assets distributed via the Solar2D Plugins Marketplace, the Solar2D Plugins Marketplace website, operated by QWeb Ltd, where Providers and QWeb Ltd can distribute Assets directly to End Users.
2.7. "Provider" means any person, company or other legal entity who is registered and approved by QWeb Ltd to distribute Assets in accordance with the terms of this Agreement.
2.8. "Services Integration" means a technology services that provides a communication protocol between the Solar2D or Corona SDK and a provided service (such as cloud storage, analytics, advertising, and other services enabling game development, game performance, game engagement or game services).
2.9. "Other Services" means technology and work for hire services including but not limited to Cloud, Testing, Engineering, Development, Platform or Support services.
2.10. "License" means to one of the following types of licenses granted by the Licensor:
3.1. End User may use the licensed Assets only for the purpose of creating applications and video games and in other multimedia projects. End User may not resell licensed Assets as standalone Assets without the permission of Provider.
3.2. Licensor grants to the End User a non-exclusive, worldwide License for the specified lifetime of the License to the Asset to integrate Assets only as incorporated and embedded components of an Application. Except for Services Integrations, End Users may modify Assets unless explicitly informed otherwise. End User may otherwise not reproduce, distribute, sublicense, rent, lease or lend the Assets. It is emphasised that the End User shall not be entitled to distribute or transfer in any way (including, without, limitation by way of sublicense) the Assets in any other way than as integrated components of an Application. Without limitation of the foregoing it is emphasised 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).
3.3. End User is granted a License to install and use Assets, and to use Services Integrations and Other Services, subject to the usage restrictions described by the Provider in the Marketplace description.
4.1. Perpetual Licenses are acquired by either using Assets that are listed "Free" on the Solar2D Plugins Marketplace or the one time non-subscription purchase on the Solar2D Plugins Marketplace.
4.2. Subscription Licenses are acquired by paying Assets’ specified period subscription fees. Subscription Licenses will automatically renew at the end of their specified period unless the subscription is cancelled before the defined renewal date. Automatic renewal of Subscription Licenses will incur a charge as per the list price at the time the subscription is initiated by the End User. Automatic subscription renewal may be canceled at any time on the Solar2D Plugins Marketplace either by the End User or by the Marketplace at its discretion.
4.4. End User explicitly agrees to immediate download or usage of purchased assets and acknowledges that they will lose their right to withdraw from a purchase once the download of an Asset, or use of a Services Integration or Other Service has started.
4.5. Refunds. All sales on the Solar2D Plugins Marketplace are final, and there shall be no refunds granted except as per law or upon permission of the Provider within 30 days of the purchase date.
4.6. Special Refund Requirements:
4.7. Licensor may disable sales to an End User's country or enable/disable tax collection from that country at any time. In this event, any active subscription may be automatically updated or cancelled by the Marketplace and in the event of cancellation, no further automatic renewal payments will be charged.
4.8. QWeb Ltd may collect a service fee from all sales made through this Solar2D Plugins Marketplace. Service fees will be taken automatically during the payment process and the amount received into Licensor's merchant account will be the Licensor's sale price plus tax, less this service fee.
5.1. End User acknowledges that some components of Assets (whether developed by QWeb Ltd or third parties) may also be governed by applicable open source software licenses. In the event of a conflict between this EULA and any such open source licenses, the open source software license shall prevail with respect to those components.
5.2. End User agrees that it shall read and be bound by the terms of any applicable open source software license and that it shall be liable for any breach by it of such licenses.
5.3. End User agrees that, in the event that any breach by it of an applicable open source software license causes loss or damage to QWeb Ltd or Provider, then QWeb Ltd or Provider shall be entitled to recover any such loss or damage directly from End User.
6.1. Licensor shall render support services to End User only in the event a special agreement to this effect has been entered into.
6.2. Licensor shall undertake reasonable endeavors to ensure compatibility of Assets, Services Integrations and Other Services with the latest version of Solar2D.
6.3. Licensor is responsible for complying with local and international tax laws. Licensor may at its discretion refuse sale to customers within any individual country and understands that opting to sell to a paritcular country implies understanding of, and consent to, any applicable laws within that country.
6.4. Where Licensor is required to collect tax from the sale of digital goods to a particular country or region, Licensor must provide QWeb Ltd with its registered company name and tax number(s), and must confirm to QWeb Ltd the applicable tax rates to charge.
7.1. 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.
7.2. In the event that an Asset's subscription expires, then this EULA shall terminate for such Asset.
7.3. End User may terminate End User's License at any time, subject to compliance with the clauses in this Section.
7.4. In the event that QWeb Ltd 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.
7.5. 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 Assets contained on any type of media under the control of End User.
7.6. Upon termination, all of the legal rights, obligations and liabilities that End User and QWeb Ltd have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely or which would by their nature be expected to survive termination shall be unaffected by this cessation.
7.7. Upon termination, End User agrees that the Licensor shall have no liability or responsibility to the End User and QWeb Ltd will not refund any amounts that End User has already paid, to the fullest extent permitted under applicable law.
8.1. End User may not make copies of the Assets, 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 Assets may be made when the Assets have been integrated as parts of electronic games and interactive media, subject always to Section 3.3 above.
8.2. 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.
8.3. Except for Services Integrations and Other Services, End User may not modify Assets unless explicitly advised otherwise (including without limitation, by the terms of an open source software license, or a supplementary EULA). End User shall not reverse engineer, decompile, or disassemble Services Integrations and Other Services, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable law.
9.1. This EULA does not grant End User any rights in connection with any trademarks or service marks of QWeb Ltd, Provider or any Licensor's other suppliers.
10.1. Assets identified as upgrades replace and/or supplement the licensed Assets, Integrations Services or Other Services.
10.2. Licensor may at its own discretion from time-to-time provide upgrades of the Asset to End User without requesting further payment. Irrespective hereof End User is only entitled to licenses to upgrades if End User remains a party to this EULA. End User may use the upgraded Assets only in accordance with the terms of this EULA.
10.3. End User is only entitled to support if End User has entered into a support agreement with Licensor.
11.1. The Assets are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
11.2. 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), or subsisting in Integrations Services or Other Services, or the accompanying printed materials, and any copies of the Assets are owned by Licensor. All rights not expressly granted are reserved by Licensor.
12.1. End User understands and accepts that prior to placing any Asset on the Solar2D Plugins Marketplace, QWeb Ltd does not undertake any legal obligation to monitor, pre-screen, review, glag, filter, modify, refuse or remove any Asset or its content from the Solar2D Plugins 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, Integrations Services and Other Services 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:
12.2. End User's use of any Assets, Integrations Service or Other Service 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.
12.3. 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 wuality, fitness for a particular purpose and non-infringement, with respect to any Assets.
12.4. None of the Assets, Integration Services or Other Services 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, mental or environmental damage.
13.1. 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 Licensor by End User in the past six months for the Assets or services 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 Marketplace or any Assets or services downloaded or otherwise obtained from the Solar2D Plugins Marketplace, 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.
13.2. 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:
13.3. Nothing in the terms excludes the liability for Licensor, its subsidiaries or affiliates for:
14.1. Assets available on the Solar2D Plugins 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 license is required under the Export Laws without first obtaining a license.
15.1. LAW AND JURISDICTION This License is governed by the laws of England and Wales. Your statutory rights are not affected.
15.2. This Agreement constitutes the whole legal agreement between End User and Licensor and governs End User's use of the Solar2D Plugins Marketplace, and completely replaces any prior agreements between End User and QWeb Ltd in relation to the Solar2D Plugins Marketplace.
15.3. End User agrees that if QWeb Ltd or Licensor do not exercise or enforce any legal right or remedy which is contained in this Agreement (or which QWeb Ltd or Licensor have the benefit of under any applicable law), this will not be taken to be a formal waiver of QWeb Ltd or Licensor's rights and that those rights or remedies will still be available to QWeb Ltd or Licensor.
15.4. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
15.5. End User acknowledges and agrees that each member of the group of companies to which QWeb Ltd belongs shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them.
15.6. The rights granted in this Agreement may not be assigned or transferred by End User without the prior written approval of QWeb Ltd and End User shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of QWeb Ltd. The rights granted in this Agreement may be assigned or transferred by QWeb Ltd without End User's prior approval. In addition QWeb Ltd shall be permitted to delegate its responsibilities or obligations under this Agreement without End User's approval.
15.7. No delay or failure by either party in enforcing its respective rights will prejudice or restrict the rigñts of the party, and no waiver of any such rights, or of any breach of any contractual terms, will be deemed to be a waiver of any other right or of any later breach.
15.8. Any notice given by you under this agreement must be in writing to QWeb Ltd. at the address listed under "Legal address" below. QWeb Ltd may give notice to you at the email address you provided when registering with Solar2D Plugins Marketplace. Notice will be deemed received and properly served 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
Parkhill Studio, Walton Road, Wetherby, Leeds LS22 5DZ, West Yorkshire, England
Suite #1, Mabgate Business Centre, Mabgate, Leeds LS9 7DR, West Yorkshire, England