End User License Agreement

Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.

Important notice to all users: by downloading and/or using this software you acknowledge that you have read this EULA, understand it and agree to be bound by its terms and conditions. If you do not agree to the terms of this EULA do not download, install, copy or use the software.

By agreeing to be bound by this EULA, you further agree that any person who accesses the Software through your download will comply with the provision of this EULA.

Definitions.
1. In this EULA, except to the extent expressly provided otherwise:
  - “Account” means an account at https://account.offworld.live created by the User, having a unique name and password, through which User has access to Software in accordance with the EULA.
  - "Charges" means those amounts that the parties have agreed shall be payable by the User to the Licensor in respect of this EULA;
  - “Commercial License” means a license to use Software for Commercial Purposes.
  - “Commercial Purposes” means lawful activities carried out with the purpose of obtaining economic benefit, including profit in cash or in kind, and is directed towards exchange for economic use or benefit, or any other form of economic use or benefit.
  - “Distribute” means to provide or otherwise make the Software (or any component thereof) available, or to make its functionality available on a network.
  - "Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;
  - "Effective Date" means the date upon which the User downloads and/ or installs the Software or gives their express consent to this EULA, following the issue of this EULA by the Licensor;
  - "EULA" means this end user license agreement, including any amendments to this end user license agreement from time to time;
  - "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
  - "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
  - "Licensor" or “We” means Off World Live Limited, a company incorporated in England and Wales (registration number 12140706) having its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ
  - "Maintenance Services" means the application to the Software of Updates and Upgrades;
  - “Non-Commercial License” means a license to use Software for Non-Commercial Purposes.
  - “Non-Commercial Purposes” means lawful activities not intended for, or directed towards, commercial advantage or monetary compensation by an individual or organisation for which no exchange of commercial advantage or monetary compensation occurs between any transacting parties.
  - “Packaged Project” means an executable exported from the Unreal Editor into an application file.
  - "Personal Data" means any information relating to an identified or identifiable natural person.
  - “Product” means any product developed that incorporates the Software in any way.
  - "Services" means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;
  - "Software" means any generally available Version of the Off World Live software product, including but not limited to, one or more of the following: source code, object code, dynamic link libraries, statically, linked libraries, or unoptimized (debug) libraries, executables, header files, sample programs, utility programs, makefiles, project files and scripts software plugins, irrespective of whether any such software (i) may or may not be covered by a License or (ii) is or is not provided perpetually and/or royalty-free. For the avoidance of doubt, Software is not produced to the specifications of the User nor customized through modification or personalization, and is intended for mass distribution.
  - "Software Specification" means the specification for the Software set out in the Documentation;
  - "Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
  - "Support Services" means support in relation to the use of the Software and the identification and resolution of errors in the Software, but shall not include the provision of training services whether in relation to the Software or otherwise;
  - "Term" means the term of this EULA, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
  - "Update" means a hotfix, patch or minor version update to the Software;
  - "Upgrade" means a major version upgrade of the Software;
  - "User" or “You” means the person to whom the Licensor grants a right to use the Software under this EULA and any other person that accesses the software through their download; and
  - "User Indemnity Event" has the meaning given to it in Clause 13.1.b
  - “Version” means a release, update, or upgrade of the Software.
  - “Website” means www.offworld.live and any of its subdomains.
Term
1. This EULA shall come into force upon the Effective Date.
2. This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 13 or any other provision of this EULA.
License
1. Subject to the limitations and prohibitions set out and referred to in this Clause 3, the Licensor hereby grants to the User from the Effective Date until the end of the Term:
  1. A worldwide, non-exclusive, non-transferable Non-Commercial License to:
    1. Install and use the Software for their own Non-Commercial Purposes,
    2. Package the Software into a Packaged Project to be used for their own Non-Commercial Purposes.
2. In order to install and use the Software for Commercial Purposes the User must purchase a Commercial License:
  1. The User is expressly forbidden to use the Software for Commercial Purposes without a Commercial License.
  2. The terms of any Commercial License are defined at the point of purchase (for more details see the Overview Pricing page or separate Product Pricing pages on our Website which outline the key terms for each Commercial License type).
3. The User is authorized to use the Software in machine readable, object code form only, unless agreed otherwise by separate contract.
4. The Software is made available on a limited license or access basis, and no ownership right is conveyed to the User, irrespective of the use of terms such as “purchase” or “sale”. Off World Live Limited has and retains all right, title and interest, including all intellectual property rights, in and to the Products any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Off World Live Limited, including without limitation as they may incorporate Feedback (as defined below).
5. Only to the extent that is proportionate to, and reasonably necessary to support the User’s licensed use of the Software in accordance with this EULA, the User may (provided valid license/s or activation key/s have been obtained) install the Software on more than one computer, provided always that the User’s concurrent use of different installations of the Software does not exceed the number of valid licenses paid for or licensed (as applicable).
6. The User may not sub-license and must not purport to sub-license any rights granted under Clauses 3.1 or 3.2.
7. Save to the extent expressly permitted by this EULA, by separate contract, or as required by applicable law on a non-excludable basis, any license granted under this Clause 3 shall be subject to the following prohibitions:
  1. the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
  2. the User must not alter, edit, adapt or create derivative works of the Software;
  3. the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer the Software;
  4. the User must not implement or use any method or mechanism designed to enable product functionality not available in the Software;
  5. the User must under no circumstances provide access to their Account to any third party;
8. If permitted by your Commercial License, you may Distribute the Software an inseparable part of a Packaged Project or Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Software.
9. Any distribution of Packaged Projects that include the Software, shall be under the terms of this EULA that:
  1. prohibit any modifications to the Software or any part thereof;
  2. prohibit any reverse engineering, disassembly or recompilation of the the Software or any part thereof, or any protocols used in the Software, and further prohibit any attempt to do so;
  3. prohibit any implementation or use of any method or mechanism designed to enable product functionality not available in the Software;
  4. disclaim any and all warranties on behalf of Off World Live and each of its licensors;
  5. disclaim, to the extent permitted by applicable law, liability of Off World Live and/or its licensors for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Packaged Projects; and
  6. include the appropriate copyright notice showing Off World Live as copyright owner of the Software.
10. The User agrees not to use the Software for any unlawful purpose or in any way to cause injury, harm or damage to Off World Live, or its Products, trademarks, reputation and/or goodwill.
11. The User agrees not to use information provided pursuant to the Software, to interfere with Off World Live in the commercialization of Off World Live Products.
12. The User acknowledges that information provided to Off World Live to induce Off World Live to grant a Commercial, Non-Commercial License to the User is true.
13. Off World Live makes the Software available for Users under these specific conditions herein. If any, or all, of the terms of this EULA are not enforceable within your legal jurisdiction in any way, or if any clause is voided or modified in any way, then you may not enter into this agreement, any permission granted herein is revoked and withdrawn as of the date you first downloaded and/or used the Software, and you are then unauthorized to use the Software in any way.
14. No employment, joint venture, partnership, or other business venture is created by the Commercial, Non-Commercial or Royalty-Free Licenses.
Personal Data
1. In connection with your use of the Software, Off World Live will process Personal Data of you, the User and the Product Holder (if appropriate), in particular, Your contact and identification details, data about usage of our software and services, and information about your license and payments, for the following purposes:
  1. To provide you with software, services or information;
  2. To protect us from piracy and unlawful use of our software or services;
  3. To improve our offerings based on usage;
  4. For our internal records and to protect our rights and interests and those of other users;
  5. To promote and market our software and services; and
  6. To fulfil legal duties stipulated by accounting, taxation, and other laws.
2. You may object to the processing of your Personal Data for the purposes of 4.1.2 through 4.1.5 at any time. More detailed information about Personal Data processing for the above mentioned purposes and about your rights can be found in the Privacy Policy.
3. For the above purposes, Off World Live may collect, among other things, your IP address, Off World Live Account username and password, first name, last name, email address, and subscription information.
4. On installation and execution, the Software may send Off World Live certain information, which will not contain any Personal Data, including Software Version, information about the operating system and environment where the Software is installed, and components of the Software that are in use. A unique ID, which does not contain any Personal Data, is also used to distinguish instances. The Software can also check for available updates. In addition, it can check for subscription validation, by either using the subscription key or your Off World Live Account details. The Software can also use subscription information to inform you of the availability of applicable updates. You may opt out of sending this data by changing your Off World Live Account settings on the Off World Live Website.
5. Off World Live is not responsible for any processing of Personal Data accidentally sent to Off World Live by the User.
6. You shall keep your Personal Data up-to-date and if any inconsistencies arise report such inconsistencies to Off World Live.
Access to the Software
1. Users may use the Software in accordance with its documentation. Users are solely responsible for the accuracy and completeness of any information provided via and any action taken through their Account.
2. You may use your Account credentials in the Software so that we can verify your rights to use it.
3. Alternatively, you may use an offline activation code that you can download from your Account. If you use this option, it is your responsibility to download a new activation code and apply it every time you make changes to your licensed machines or purchase a new license.
4. You acknowledge that the Software may periodically connect to Off World Live servers to update your Account information, including, but not limited to, changes to your Account credentials, login IP information and the number of licensed machines.
5. All deliveries under this Agreement will be electronic. You must have an Internet connection in order to access your Account and to receive any deliveries. For the avoidance of doubt, You are responsible for the Software download and installation.
Marketing Rights
1. Unless explicitly agreed otherwise via a separate license or contract, Users grant Off World Live Limited the right to use their brand of their company (provided that it is not Personal Data) in its marketing materials by publicising that they are a user of Off World Live Software on its Website or in other marketing materials released to the public.
Source Code
1. Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any license of the Source Code.
2. Notwithstanding “Software” is defined as an object code version and that clause 3 provides that Licensee may only use the Software in object code form only:
3. If Off World Live has agreed to license to the User (including by way of providing upgrades, updates or enhancements/customization) source code or elements of the source code of the Software, the intellectual property rights in which belong either to Off World Live or to a Third Party Licensor (“Source Code”), the User shall be licensed to use the Source Code as Software on the terms of this EULA and:
  1. the User may use the Source Code at its own risk in any reasonable way for the limited purpose of enhancing its use of the Software solely for its own internal business purposes and in all respects in accordance with this EULA;
  2. the User shall in respect of the Source Code comply strictly with all other restrictions applying to its use of the Software under this EULA as well as any other restriction or instruction that is communicated to it by Off World Live at any time during the Agreement (whether imposed or requested by Off World Live or by any Third Party Licensor);
4. To the extent that the Software links to any open source software libraries (“OSS Libraries”) that are provided to Licensee with the Software, nothing in the Agreement shall affect Licensee’s rights under the licenses on which the relevant Third Party Licensor has licensed the OSS Libraries. To the extent that Third Party Licensors have licensed OSS Libraries on the terms of v2.1 of the Lesser General Public License issued by the Free Software Foundation (see http://www.gnu.org/licenses/lgpl-2.1.html) (the “LGPL”), those OSS Libraries are licensed to Licensee on the terms of the LGPL and are referred to in this clause 4.2 as the LGPL Libraries.
5. Notwithstanding any other term of the Agreement, Off World Live gives no express or implied warranty, undertaking or indemnity whatsoever in respect of the Source Code, the OSS Libraries (including the LGPL Libraries), the LGPL Source or the Object, all of which are licensed on an “as is” basis, or in respect of any modification of the Source Code, the OSS Libraries (including the LGPL Libraries) or the LGPL Source made by Licensee (“Modification”). Licensee may not use the Object for any purpose other than its use of the Software in accordance with this EULA. Notwithstanding any other term of the Agreement, Off World Live shall have no obligation to provide support, maintenance, upgrades or updates of or in respect of any of the Source Code, the OSS Libraries (including the LGPL Libraries), the LGPL Source, the Object or any Modification. Licensee shall indemnify Off World Live against all liabilities and expenses (including reasonable legal costs) incurred by Off World Live in relation to any claim asserting that any Modification infringes the intellectual property rights of any third party.
NDI
1. As per the terms of the NDI SDK, you are:
  1. prohibited from making any modifications to the SDK or any part thereof.
  2. prohibited from any reverse engineering, disassembly or recompilation of the the SDK or any part thereof, or any protocols used in the SDK, and any attempt to do so.
  3. required to comply with the terms of the NewTek SDK license, including that any Third Party Products you create have current and complete NDI® compatibility, and you are required to include in your End User License Agreement the terms of paragraph 3d of the NDI SDK .
2. NDI is provided “as is,” with all faults, and NewTek makes no express or implied representations or warranties, of any kind related to this NDI or the materials contained in the NDI SDK.
3. To the extent permitted by applicable law, NewTek and/or its licensors bear no liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of the Product or Bundled Products.
4. NewTek, Inc. is the copyright owner of NDI.
Commercial License Fee
1. The User acknowledges that the rights granted under a Commercial License are conditional on the timely payment of the fee due for the Commercial License (the “License Fee”). Unless agreed by separate contract, the License Fee shall be payable in full as one single payment. The User will be charged and agrees to pay to Off World Live the License Fee at the time of the initial purchase of the Commercial License together with any/all applicable taxes or other duties or levies.
Commercial License Access to Updates
1. Access to Updates is dependent upon the type of Commercial License purchased and is defined either on the Website page of that License type or separately by contract.
Maintenance Services
1. The Licensor has the right to stop and/or make a good faith decision to stop providing maintenance services in relation to the Software at any time.
2. The Licensor is under no obligation to provide any Updates or Upgrades or new Versions of the Software.
Support Services
1. The Licensor is under no contractual obligation to provide Support Services to the User irrespective of any Commercial License that they hold.
User Feedback and Submissions
1. The User has no obligation to provide us with ideas, suggestions, or proposals ("Feedback"). However, if You submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.
2. Additionally, if, at our request, you send certain specific Submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'Submissions'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you forward to us. We are and shall be under no obligation:
  1. to maintain any Submissions in confidence;
  2. to pay compensation for any Submissions; or
  3. to respond to any Submissions.
3. You agree that your Submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Submissions will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Software or our Services. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Submissions. You are solely responsible for any Submissions you make and their accuracy. We take no responsibility and assume no liability for any Submissions posted by you or any third-party.
Third-Party Software
1. The Software includes code and libraries licensed to Us by third parties, including open source software ("Third-Party Software"). A list of Third-Party Software included in each Product is available in the Product documentation. All Third-Party Software is provided to You under the respective terms stipulated in the Product documentation.
2. Off World Live provides no warranty, express or implied, with respect to any third-party software, and expressly disclaims any warranty or condition of merchantability, fitness for a particular purpose, title, and non-infringement.
No assignment of Intellectual Property Rights
1. Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.
Warranties
1. The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
2. The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
3. All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.
Acknowledgements and Warranty Limitations
1. The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
2. The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.
3. The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
4. The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.
Indemnities
1. The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA] (a "User Indemnity Event").
2. The Licensor must:
  1. upon becoming aware of an actual or potential User Indemnity Event, notify the User;
  2. provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event;
  3. allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and
  4. not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User.
3. The indemnity protection set out in this Clause 13 shall not be subject to the limitations and exclusions of liability set out in this EULA.
Limitations and Exclusions of Liability
1. Nothing in this EULA will:
  1. limit any liabilities in any way that is not permitted under applicable law; or
  2. exclude any liabilities that may not be excluded under applicable law, and;
  3. if a party is a consumer, that party's statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.
2. The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this EULA:
  1. are subject to Clause 14.1; and
  2. govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.
3. The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.
4. The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.
5. The Licensor will not be liable to the User in respect of any loss of revenue or income.
6. The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.
7. The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.
8. The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.
Termination
1. We may terminate or suspend the access of any User of a Non-Commercial License immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms of this EULA or our Website.
2. Either party may terminate this EULA immediately by giving written notice of termination to the other party if the other party commits any breach of this EULA.
3. Subject to applicable law, either party may terminate this EULA immediately by giving written notice of termination to the other party if:
  1. the other party:
    1. is dissolved;
    2. ceases to conduct all (or substantially all) of its business;
    3. is or becomes unable to pay its debts as they fall due;
    4. is or becomes insolvent or is declared insolvent; or
    5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this EULA); or
  4. if that other party is an individual:
    1. that other party dies;
    2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
    3. that other party is the subject of a bankruptcy petition or order.
Effects of Termination
1. Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 10, 13, 14, 16, 17 and 18].
2. Except to the extent expressly provided otherwise in this EULA, the termination of this EULA shall not affect the accrued rights of either party.
3. For the avoidance of doubt, the licenses of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.
4. Within 10 Business Days following the termination of this EULA, the User must:
  1. return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and
  2. irrevocably delete from all computer systems in its possession or control all copies of the Software.
General
1. No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.
2. If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
3. This EULA may not be varied except by a written document signed by or on behalf of each of the parties.
4. The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under this EULA to any third party. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.
5. This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
6. Subject to Clause 14.1, this EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
7. This EULA shall be governed by and construed in accordance with English law.
8. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.
Interpretation
1. In this EULA, a reference to a statute or statutory provision includes a reference to:
  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  2. any subordinate legislation made under that statute or statutory provision.
2. The Clause headings do not affect the interpretation of this EULA.
3. References in this EULA to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
4. In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.