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END-USER LICENSE AGREEMENT - SYNTHSPACE

LIMITED LICENSE AGREEMENT for the use of the software "SYNTHSPACE"


1. Subject of the Agreement

This limited license agreement for the use of “SYNTHSPACE” on the PC/Windows/Oculus Rift and on the Oculus Quest/Android platform (this "Agreement") is entered into between Bright Light Interstellar Limited ("BRIGHT LIGHT") and you, the end-user (the "Licensee" or "You"). The Agreement is made effective beginning on the date on which you, the Licensee, first download, install, load or otherwise use SYNTHSPACE. 
 
By downloading, installing, loading or otherwise using SYNTHSPACE you, the Licensee, agree to all terms and conditions of this Agreement or in the accompanying documentation. You should read this Agreement carefully before downloading, installing, loading or otherwise using SYNTHSPACE. If you do not agree with the terms and conditions set forth in this Agreement you are not authorized to use SYNTHSPACE.

2. Grant of Limited License

Subject to your agreement to, and full compliance with, the terms and provisions of this Agreement, BRIGHT LIGHT hereby grants to Licensee a limited, personal, revocable, non-transferable and non-exclusive right (the "License") during the Term, as defined below, to use SYNTHSPACE in accordance with the instructions provided in the manual or on the packaging of SYNTHSPACE or indicated during the download process. Unless set forth otherwise in the manual or on the packaging or during the download process you are allowed to install and use SYNTHSPACE on one (1) computer or device at the same time only.

3. Intellectual Property Rights

SYNTHSPACE is licensed, not sold. SYNTHSPACE and all copyrights, trademarks, and all other intellectual property rights related thereto are owned by BRIGHT LIGHT (or its licensors, as applicable) and are protected by New Zealand and international copyright law and other applicable law. Licensee shall have no ownership or intellectual property rights in or to SYNTHSPACE, including, without limitation, all copyrights related thereto.

4. Reservation of Rights

BRIGHT LIGHT (or its licensors, as applicable) expressly reserves all rights not granted in this Agreement. You are not receiving any right or license hereunder to copy, distribute, publicly perform, display or make any other use of the SYNTHSPACE, or any element thereof, or the trademarks BRIGHT LIGHT, SYNTHSPACE, or any other trademark of BRIGHT LIGHT or any other company.

5. Software Use Restrictions

Any use by Licensee of SYNTHSPACE not expressly permitted in Section 2 above is expressly prohibited and any such unauthorized use shall constitute a material breach of this Agreement by Licensee.
 
This prohibition includes (but is not limited to):
 
• to copy, reproduce, manufacture or distribute (free of charge or otherwise) SYNTHSPACE, in whole or in part, in any media;
• to transfer, sell, sublicense or lease any rights in and to SYNTHSPACE to third parties;
• to use SYNTHSPACE contrary to morality or applicable law; 
• to modify SYNTHSPACE or create any derived work;
• decompile, reverse engineer or disassemble SYNTHSPACE.
 
Licensee shall not alter or remove any legal notices, such as trademark and copyright notices, affixed by BRIGHT LIGHT on or within SYNTHSPACE.

6. Support

BRIGHT LIGHT shall not be obliged to provide any support for SYNTHSPACE. Any support render by BRIGHT LIGHT is subject to its sole discretion and may be terminated at any time.

7. Term and Termination

The term of this Agreement and the license granted herein begin on the date on which you first download, install, load or otherwise use SYNTHSPACE and shall continue in perpetuity until terminated in accordance with this Agreement. 
 
BRIGHT LIGHT reserves the right to terminate the online features of SYNTHSPACE at any time.
 
Notwithstanding anything to the contrary herein this Agreement and the License granted to you herein shall immediately terminate, without the requirement of any notice from BRIGHT LIGHT to Licensee, upon Licensee's failure to comply with or breach of any term or provision of this Agreement.
 
Upon the termination or expiration of this Agreement, any and all rights of Licensee hereunder shall terminate without prejudice to any rights or claims Licensee shall have no right to use SYNTHSPACE in any manner. Licensee shall immediately destroy all copies of SYNTHSPACE in its possession, custody or control, and all rights granted hereunder shall revert, without notice, to and be vested in BRIGHT LIGHT.
 
Termination of this Agreement shall not create any liability against BRIGHT LIGHT and shall not relieve Licensee from any liability which arises prior to termination. The provisions of this Agreement which by their terms or sense are intended to survive shall survive cancellation, expiration or termination of this Agreement.

8. Limitation of BRIGHT LIGHT's Warranty 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF BRIGHT LIGHT SERVICES, BRIGHT LIGHT SOFTWARE, AND THE INTERNET IS AT YOUR SOLE RISK. BRIGHT LIGHT SERVICES, BRIGHT LIGHT SOFTWARE, BRIGHT LIGHT'S PRODUCTS AND THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. BRIGHT LIGHT PROVIDES BRIGHT LIGHT SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE BRIGHT LIGHT SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT BRIGHT LIGHT WILL HAVE ADEQUATE CAPACITY FOR BRIGHT LIGHT SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. 

9. Limitation of BRIGHT LIGHT’s Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH BRIGHT LIGHT OR ITS LICENSORS IS TO STOP USING BRIGHT LIGHT SERVICES, AND TO CANCEL YOUR BRIGHT LIGHT ACCOUNT.  YOU ACKNOWLEDGE AND AGREE THAT BRIGHT LIGHT, ITS LICENSORS AND AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON BRIGHT LIGHT SERVICES OR USE OF BRIGHT LIGHT SOFTWARE. IN NO CASE SHALL BRIGHT LIGHT OR ITS LICENSORS, AFFILIATES', EMPLOYEES', OFFICERS', OR DIRECTORS' (COLLECTIVELY, " BRIGHT LIGHT AFFILIATES") LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO BRIGHT LIGHT FOR BRIGHT LIGHT SERVICES. IN NO CASE SHALL BRIGHT LIGHT OR BRIGHT LIGHT AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF BRIGHT LIGHT SERVICES, BRIGHT LIGHT SOFTWARE, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF BRIGHT LIGHT SERVICES OR ACCOUNTS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, BRIGHT LIGHT'S AND BRIGHT LIGHT AFFILIATES' LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. BRIGHT LIGHT DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH BRIGHT LIGHT AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Notwithstanding the foregoing, nothing contained in this Terms of Service limits Bright Light's liability to you for fraudulent misrepresentations, death or personal injury caused by Bright Light's negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of applicable law. 

10. Licensee's Warranties and Indemnification

Licensee warrants and represents that:
 
a) Licensee has full legal rights and authority to enter into and become bound by the terms of this Agreement;
 
b) Licensee has full legal rights and authority to exercise Licensee's rights granted herein and to comply with Licensee's obligations hereunder;
 
c) Licensee will comply, at all times during the Term, with all applicable laws.
 
Licensee hereby agrees to indemnify, defend, and hold harmless BRIGHT LIGHT and/or their successors, assigns, officers, directors, employees, agents, representatives and licensees (but not including Licensee) from and against all damages, claims, losses, causes of action and lawsuits arising from and/or relating to a breach of this Agreement by Licensee.

11. Breach of the Agreement

In the event of a breach of this Agreement by BRIGHT LIGHT, Licensee's sole remedy shall be to terminate this Agreement by delivering written notice of termination to BRIGHT LIGHT.
 
In the event of a breach by Licensee of this Agreement, BRIGHT LIGHT (and its licensors, as applicable) may pursue all remedies to which BRIGHT LIGHT is entitled under applicable law and/or this Agreement, including without limitation the compensation for any and all damages which may arise in connection with such breach.
 
Licensee agrees that Licensee's unauthorized use of SYNTHSPACE, or any part thereof, may immediately and irreparably damage BRIGHT LIGHT such that BRIGHT LIGHT could not be adequately compensated by a monetary award, and in such event, and at BRIGHT LIGHT's option, BRIGHT LIGHT shall be entitled to an injunctive order, in addition to all other remedies available including a monetary award, to prohibit such unauthorized use, without the necessity of BRIGHT LIGHT posting bond or other security.

12. General Provisions

• Entire Agreement: This Agreement (including the BRIGHT LIGHT Privacy Policy, the manual and other supplemental terms provided by BRIGHT LIGHT) and any posted rules or instructions regarding SYNTHSPACE constitute the entire agreement between you and BRIGHT LIGHT relating to your rights and obligations in the use of SYNTHSPACE. This Agreement completely replaces older versions of this Agreement. If there is any conflict between this Agreement and any other rules or instructions posted by BRIGHT LIGHT, such other rules or instructions shall prevail.
• Remedies. You agree that this Agreement are not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. You also understand and agree that this Agreement, the BRIGHT LIGHT Privacy Policy and the supplemental terms, are not intended to confer, and do not confer, any rights or remedies upon any person.
• Transfer of Rights. BRIGHT LIGHT shall be entitled to transfer any rights and obligations under this Agreement or the whole Agreement to third parties. Licensee shall not transfer any rights and obligations under this Agreement without BRIGHT LIGHT's prior written approval.
• Severability. If any part of this Agreement is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of BRIGHT LIGHT, and the remaining portions shall remain in full force and effect.
• Waiver. The failure of BRIGHT LIGHT to exercise or enforce any right or provision of this Agreement will not constitute waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in a writing signed by BRIGHT LIGHT.
• Governing Law. (i) The laws of New Zealand govern this Agreement; and (ii) if Licensee is defendant, BRIGHT LIGHT might, if admissible, determine as court of jurisdiction the court where the Licensee is resident or the court competent for the corporate domicile of BRIGHT LIGHT which currently is in Wellington (New Zealand). If BRIGHT LIGHT is the defendant the parties expressively agree on the exclusive jurisdiction of the courts of Wellington, New Zealand. This Agreement on jurisdiction applies to all claims, be they based on contract, on tort or on any other legal basis, arising under or in connection with this agreement.
• BRIGHT LIGHT's licensors shall be third-party beneficiaries under this Agreement and shall have the express right to enforce its provisions and to enjoy the benefits of its protections.
• SYNTHSPACE may include third party code provided under different license. Please check the credits for further information.