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LIMITED LICENSE AGREEMENT for the use of the software game The Last Taxi ("THE LAST TAXI")
1. SUBJECT OF THE AGREEMENT
This limited license agreement for the use of the computer game “THE LAST TAXI" on the PC/Windows/Oculus Rift platform (this " Agreement") is entered into between ZenFri Inc/ ("ZENFRI") 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 THE LAST TAXI.
By downloading, installing, loading or otherwise using THE LAST TAXI 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 THE LAST TAXI. If you do not agree with the terms and conditions set forth in this Agreement you are not authorized to use THE LAST TAXI.
2. GRANT OF LIMITED LICENSE
Subject to your agreement to, and full compliance with, the terms and provisions of this Agreement, ZENFRI hereby grants to Licensee a limited, personal, revocable, non-transferable and non-exclusive right (the "License") during the Term, as defined below, to use THE LAST TAXI in accordance with the instructions provided in the manual or on the packaging of THE LAST TAXI 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 THE LAST TAXI on one (1) computer or device at the same time only.
3. INTELLECTUAL PROPERTY RIGHTS
THE LAST TAXI is licensed, not sold. THE LAST TAXI and all copyrights, trademarks, and all other intellectual property rights related thereto are owned by ZENFRI (or its licensors, as applicable) and are protected by Canadian and international copyright law and other applicable law. Licensee shall have no ownership or intellectual property rights in or to THE LAST TAXI, including, without limitation, all copyrights related thereto.
4. RESERVATION OF RIGHTS
ZENFRI (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 LAST TAXI, or any element thereof, or the trademarks ZENFRI, THE LAST TAXI, or any other trademark of ZENFRI or any other company.
5. SOFTWARE USE RESTRICTIONS
Any use by Licensee of THE LAST TAXI 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) THE LAST TAXI, in whole or in part, in any media;
to transfer, sell, sublicense or lease any rights in and to THE LAST TAXI to third parties;
to use THE LAST TAXI contrary to morality or applicable law;
to modify THE LAST TAXI or create any derived work;
decompile, reverse engineer or disassemble THE LAST TAXI.
Licensee shall not alter or remove any legal notices, such as trademark and copyright notices, affixed by ZENFRI on or within THE LAST TAXI.
6. DIGITAL RIGHTS MANAGEMENT (DRM)
THE LAST TAXI may use DRM systems as indicated on the packaging or during the download process. Please check the terms and requirements of such DRM systems carefully before buying, installing or downloading THE LAST TAXI. If you do not agree with these terms and requirements you are not allowed to use THE LAST TAXI in any way.
7. SUPPORT
ZENFRI shall not be obliged to provide any support for THE LAST TAXI. Any support rendered by ZENFRI is subject to its sole discretion and may be terminated at any time.
8. 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 THE LAST TAXI and shall continue in perpetuity until terminated in accordance with this Agreement.
ZENFRI reserves the right to terminate the online features of THE LAST TAXI with 30 days notice to be announced on ZENFRI's websites.
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 ZENFRI 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 THE LAST TAXI in any manner. Licensee shall immediately destroy all copies of THE LAST TAXI in its possession, custody or control, and all rights granted hereunder shall revert, without notice, to and be vested in ZENFRI.
Termination of this Agreement shall not create any liability against ZENFRI 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.
9. LIMITATION OF ZENFRI'S WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF ZENFRI SERVICES, ZENFRI SOFTWARE, AND THE INTERNET IS AT YOUR SOLE RISK. ZENFRI SERVICES, ZENFRI SOFTWARE, ZENFRI'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. ZENFRI PROVIDES ZENFRI SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE ZENFRI SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT ZENFRI WILL HAVE ADEQUATE CAPACITY FOR ZENFRI SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.
10. LIMITATION OF ZENFRI'S LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ZENFRI OR ITS LICENSORS IS TO STOP USING ZENFRI SERVICES, AND TO CANCEL YOUR ZENFRI ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT ZENFRI, 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 ZENFRI SERVICES OR USE OF ZENFRI SOFTWARE. IN NO CASE SHALL ZENFRI OR ITS LICENSORS, AFFILIATES', EMPLOYEES', OFFICERS', OR DIRECTORS' (COLLECTIVELY, "ZENFRI AFFILIATES") LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO ZENFRI FOR ZENFRI SERVICES. IN NO CASE SHALL ZENFRI OR ZENFRI AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ZENFRI SERVICES, ZENFRI SOFTWARE, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF ZENFRI 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, ZENFRI'S AND ZENFRI AFFILIATES' LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. ZENFRI DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH ZENFRI 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 ZENFRI'S liability to you for fraudulent misrepresentations, death or personal injury caused by ZENFRI’S negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of applicable law.
11. 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 ZENFRI 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.
12. BREACH OF THE AGREEMENT
In the event of a breach of this Agreement by ZENFRI, Licensee's sole remedy shall be to terminate this Agreement by delivering written notice of termination to ZENFRI.
In the event of a breach by Licensee of this Agreement, ZENFRI (and its licensors, as applicable) may pursue all remedies to which ZENFRI 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 THE LAST TAXI, or any part thereof, may immediately and irreparably damage ZENFRI such that ZENFRI could not be adequately compensated by a monetary award, and in such event, and at ZENFRI'S option, ZENFRI 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 ZENFRI posting bond or other security.
13. GENERAL PROVISIONS
Entire Agreement: This Agreement (including the ZENFRI Privacy Policy, the manual and other supplemental terms provided by ZENFRI) and any posted rules or instructions regarding THE LAST TAXI constitute the entire agreement between you and ZENFRI relating to your rights and obligations in the use of THE LAST TAXI. 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 ZENFRI, 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 ZENFRI 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. ZENFRI 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 ZENFRI'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 ZENFRI, and the remaining portions shall remain in full force and effect.
Waiver. The failure of ZENFRI 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 ZENFRI.
Governing Law. (i) The laws of Canada govern this Agreement; and (ii) if Licensee is defendant, ZENFRI might, if admissible, determine as court of jurisdiction the court where the Licensee is resident or the court competent for the corporate domicile of ZENFRI which currently is in Manitoba. (Canada). If ZENFRI is the defendant the parties expressively agree on the exclusive jurisdiction of the courts of Manitoba, Canada. 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.
ZENFRI’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.
THE LAST TAXI may include third-party code provided under a different license. Please check the credits for further information.
1. SUBJECT OF THE AGREEMENT
This limited license agreement for the use of the computer game “THE LAST TAXI" on the PC/Windows/Oculus Rift platform (this " Agreement") is entered into between ZenFri Inc/ ("ZENFRI") 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 THE LAST TAXI.
By downloading, installing, loading or otherwise using THE LAST TAXI 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 THE LAST TAXI. If you do not agree with the terms and conditions set forth in this Agreement you are not authorized to use THE LAST TAXI.
2. GRANT OF LIMITED LICENSE
Subject to your agreement to, and full compliance with, the terms and provisions of this Agreement, ZENFRI hereby grants to Licensee a limited, personal, revocable, non-transferable and non-exclusive right (the "License") during the Term, as defined below, to use THE LAST TAXI in accordance with the instructions provided in the manual or on the packaging of THE LAST TAXI 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 THE LAST TAXI on one (1) computer or device at the same time only.
3. INTELLECTUAL PROPERTY RIGHTS
THE LAST TAXI is licensed, not sold. THE LAST TAXI and all copyrights, trademarks, and all other intellectual property rights related thereto are owned by ZENFRI (or its licensors, as applicable) and are protected by Canadian and international copyright law and other applicable law. Licensee shall have no ownership or intellectual property rights in or to THE LAST TAXI, including, without limitation, all copyrights related thereto.
4. RESERVATION OF RIGHTS
ZENFRI (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 LAST TAXI, or any element thereof, or the trademarks ZENFRI, THE LAST TAXI, or any other trademark of ZENFRI or any other company.
5. SOFTWARE USE RESTRICTIONS
Any use by Licensee of THE LAST TAXI 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) THE LAST TAXI, in whole or in part, in any media;
to transfer, sell, sublicense or lease any rights in and to THE LAST TAXI to third parties;
to use THE LAST TAXI contrary to morality or applicable law;
to modify THE LAST TAXI or create any derived work;
decompile, reverse engineer or disassemble THE LAST TAXI.
Licensee shall not alter or remove any legal notices, such as trademark and copyright notices, affixed by ZENFRI on or within THE LAST TAXI.
6. DIGITAL RIGHTS MANAGEMENT (DRM)
THE LAST TAXI may use DRM systems as indicated on the packaging or during the download process. Please check the terms and requirements of such DRM systems carefully before buying, installing or downloading THE LAST TAXI. If you do not agree with these terms and requirements you are not allowed to use THE LAST TAXI in any way.
7. SUPPORT
ZENFRI shall not be obliged to provide any support for THE LAST TAXI. Any support rendered by ZENFRI is subject to its sole discretion and may be terminated at any time.
8. 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 THE LAST TAXI and shall continue in perpetuity until terminated in accordance with this Agreement.
ZENFRI reserves the right to terminate the online features of THE LAST TAXI with 30 days notice to be announced on ZENFRI's websites.
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 ZENFRI 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 THE LAST TAXI in any manner. Licensee shall immediately destroy all copies of THE LAST TAXI in its possession, custody or control, and all rights granted hereunder shall revert, without notice, to and be vested in ZENFRI.
Termination of this Agreement shall not create any liability against ZENFRI 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.
9. LIMITATION OF ZENFRI'S WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF ZENFRI SERVICES, ZENFRI SOFTWARE, AND THE INTERNET IS AT YOUR SOLE RISK. ZENFRI SERVICES, ZENFRI SOFTWARE, ZENFRI'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. ZENFRI PROVIDES ZENFRI SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE ZENFRI SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT ZENFRI WILL HAVE ADEQUATE CAPACITY FOR ZENFRI SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.
10. LIMITATION OF ZENFRI'S LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ZENFRI OR ITS LICENSORS IS TO STOP USING ZENFRI SERVICES, AND TO CANCEL YOUR ZENFRI ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT ZENFRI, 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 ZENFRI SERVICES OR USE OF ZENFRI SOFTWARE. IN NO CASE SHALL ZENFRI OR ITS LICENSORS, AFFILIATES', EMPLOYEES', OFFICERS', OR DIRECTORS' (COLLECTIVELY, "ZENFRI AFFILIATES") LIABILITY TO YOU EXCEED THE AMOUNT THAT YOU PAID TO ZENFRI FOR ZENFRI SERVICES. IN NO CASE SHALL ZENFRI OR ZENFRI AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ZENFRI SERVICES, ZENFRI SOFTWARE, THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF ZENFRI 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, ZENFRI'S AND ZENFRI AFFILIATES' LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. ZENFRI DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH ZENFRI 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 ZENFRI'S liability to you for fraudulent misrepresentations, death or personal injury caused by ZENFRI’S negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of applicable law.
11. 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 ZENFRI 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.
12. BREACH OF THE AGREEMENT
In the event of a breach of this Agreement by ZENFRI, Licensee's sole remedy shall be to terminate this Agreement by delivering written notice of termination to ZENFRI.
In the event of a breach by Licensee of this Agreement, ZENFRI (and its licensors, as applicable) may pursue all remedies to which ZENFRI 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 THE LAST TAXI, or any part thereof, may immediately and irreparably damage ZENFRI such that ZENFRI could not be adequately compensated by a monetary award, and in such event, and at ZENFRI'S option, ZENFRI 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 ZENFRI posting bond or other security.
13. GENERAL PROVISIONS
Entire Agreement: This Agreement (including the ZENFRI Privacy Policy, the manual and other supplemental terms provided by ZENFRI) and any posted rules or instructions regarding THE LAST TAXI constitute the entire agreement between you and ZENFRI relating to your rights and obligations in the use of THE LAST TAXI. 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 ZENFRI, 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 ZENFRI 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. ZENFRI 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 ZENFRI'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 ZENFRI, and the remaining portions shall remain in full force and effect.
Waiver. The failure of ZENFRI 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 ZENFRI.
Governing Law. (i) The laws of Canada govern this Agreement; and (ii) if Licensee is defendant, ZENFRI might, if admissible, determine as court of jurisdiction the court where the Licensee is resident or the court competent for the corporate domicile of ZENFRI which currently is in Manitoba. (Canada). If ZENFRI is the defendant the parties expressively agree on the exclusive jurisdiction of the courts of Manitoba, Canada. 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.
ZENFRI’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.
THE LAST TAXI may include third-party code provided under a different license. Please check the credits for further information.