Who we are and what this agreement does

We are VELOX XR LIMITED (“We”) company  number 12261103 registered in England and Wales with address at 41 Great Portland Street, London, W1W 7LA and We license you to use:

·                   The Velox XR virtual production application and associated development software, the mobile application version of the software, the data supplied with the software,  and any updates or supplements to it (Software).

·                   The related online or virtual documentation (Documentation).

·                   The service you connect to via our Software and the content we provide to you through it (Service).

as permitted in these terms.

Your privacy

Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our privacy notice available at www.v3lox.com/privacy.html and it is important that you read that information.

 Apple’s iOS App Store terms also apply

The ways in which you can use and the Software and Documentation may also be controlled by the Apple App Store's iOS rules and policies set out at https://developer.apple.com/support/terms/ including but not limited to end user terms https://www.apple.com/legal/internet-services/itunes/  and those rules and policies will apply instead of these terms where there are differences between the two.

Unreal Engine’s Epic Marketplace terms also apply

Where applicable you may be permitted to use add-ins which incorporate Unreal Engine’s terms that will apply in addition to this EULA and those terms are available at https://www.unrealengine.com/en-US/eula/content.

Operating system requirements

This Software requires a up to date modern smartphone or similar device that is capable of supporting LiDAR technology.

Support for our Software and how to tell us about problems

If you want to learn more about our Software or our Services or have any problems using them please take a look at our support resources at https://www.v3lox.com.

Contacting us (including with complaints). If you think our Software or any of our Services are faulty or misdescribed or wish to contact us for any other reason please email our customer service team at support@v3lox.com.

How we will communicate with you. If we have to contact you we will do so by post or by email using the contact details you have provided to us.

How you may use the Software, including how many devices you may use it on

In return for your agreeing to comply with these terms you may:

·                   download or stream a copy of our Software (including our mobile application where relevant) onto any suitable device under your control and view, use and display our Software and the Services on such devices for your personal purposes or for internal use within your business only (please contact us for a commercial licence).

·                   use any Documentation to support your permitted use of the Software and the Services.

·                   provided you comply with the License Restrictions, subject to you notifying us in writing of your requirement, make up to one copy of our Software, Documentation for back-up purposes; and

·                   receive and use any free supplementary software code or update of our Software incorporating "patches" and corrections of errors as we may provide to you.

You must be 18 to accept these terms and purchase or access our Services.

You may not transfer our Software or any agreement for our Services to someone else.

We are giving you personally the right to use the Software, and the Service as set out above in How you may use the Software. You may not otherwise transfer our Software or the Service to someone else, whether for money, for anything else or for free. If you sell any device on which our Software is installed, you must remove the Software from it.

Changes to these terms

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce as part of our Services or where we incorporate our Software with third party software with particular requirements.

We will give you at least 30 days’ notice of any change by sending you an email with details of the change or by notifying you of a change when you next access the Services or our Software.

If you do not accept the notified changes, you may be permitted to continue to use the Software, and the Services in accordance with the existing terms but certain new features may not be available to you. If this is not possible then you will not be permitted to continue to use the affected part of the Software and the Services.

Update to our Software and changes to the Services

From time to time we may automatically update our Software and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, where applicable, we may ask you to update our Software for these reasons.

If you choose not to install such updates or if you opt out of automatic updates, you may not be able to continue using the Software and the Services.

If someone else owns the phone or device you are using

If you download or stream our Software onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.

We are not responsible for other websites you link to

Our Software, Documentation or any Service may contain links to other websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

Licence restrictions

You agree that you will:

·                   not rent, lease, sub-license, loan, provide, or otherwise make available, our Software or the Services in any form, in whole or in part to any person without prior written consent from us;

·                   not copy the Software, Documentation, or Services except as part of the normal use of our Services or where it is necessary for the purpose of back-up or operational security;

·                   not translate, merge, adapt, vary, alter or modify, the whole or any part of the Software, Documentation, or Services nor permit our Software or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use our Software and the Services on devices as permitted in these terms;

·                   not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile our Software to obtain the information necessary to create an independent program that can be operated with our Software  or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

·                   is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

·                   is not used to create any software that is substantially similar in its expression to our Software;

·                   is kept secure; and

·                   is used only for the Permitted Objective;

·                   comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software or any Service.

Acceptable use restrictions

You must:

·                   not use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Software, any Service or any operating system;

·                   not infringe our intellectual property rights or those of any third party in relation to your use of the Software or any Service , including by the submission of any material including media capture (to the extent that such use is not licensed by these terms);

·                   not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;

·                   not use the Software or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

·                   not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Intellectual property rights

All intellectual property rights in the Software, the Documentation and the Services throughout the world belong to us or our licensors and the rights in the Software and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Software, the Documentation or the Services other than the right to use them in accordance with these terms.

By using our Software or Services you may be permitted to upload certain content, including  images of people and of places, and by uploading that content for processing or storage in our systems you confirm that you have the required permissions from all persons and for all locations you take images of or otherwise record or represent in any way. If We are made aware that you have infringed the rights of any person then We reserve the right to delete any such content without further notice to you as a precautionary measure and you agree to indemnify us from any losses we might suffer (including but not limited to any costs we incur directly as a result of claims from any such third party) in relation to that content. Where we delete your content pursuant to this clause we will not be liable to you for restoring it, for this reason it is recommended that you should maintain your own back-up copies of all content you upload to use when using our Software and Services.

Our responsibility for loss or damage suffered by you

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill , but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

We are not liable for business losses. Our Software and Services are for domestic and private use. If you use Software or the Services for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. To use the Software or Services for any commercial purpose you must enter into a separate commercial agreement with us regarding that use.

Limitations to the Software and the Services. The Software and the Services are provided for general information and entertainment purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Software or the Service. Although we make reasonable efforts to update the information provided by the Software and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

Please back-up content and data used with Software and Services. We recommend that you back up any content and data used in connection with our Software, to protect yourself in case of problems with the Software or the Services.

Check that the Software and the Services are suitable for you. The Software and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Software and the Services (as described on the Appstore site and in the Documentation) meet your requirements.

We are not responsible for events outside our control. If our provision of the Services or support for the Software or the Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

We may end your rights to use the Software and the Services if you break these terms

We may end your rights to use the Software and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If we end your rights to use the Software and Services:

·                   You must stop all activities authorised by these terms, including your use of the Software and any Services.

·                   You must delete or remove our Software and Documentation from all devices in your possession and immediately destroy all copies our Software which you have and confirm to us that you have done this.

·                   We may remotely access your devices and remove our Software and Documentation from them and cease providing you with access to the Services.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

You need our consent to transfer your rights to someone else

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

No rights for third parties

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing this contract, we can still enforce it later

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Which laws apply to this contract and where you may bring legal proceedings

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.