License Agreement for VR Gorilla B.V.
This License Agreement (‘Agreement’) is entered into by and between VR Gorilla B.V. (‘Licensor’), with its registered address at Blasiusstraat 105, 1091 CN, Amsterdam, registered under Company registration number 68194560, and you, the purchaser (‘Licensee’), who agree to the terms set forth herein by purchasing a VR video clip (‘Clip’) from the Licensor’s webshop. This Agreement governs the use of the purchased Clip for the specific project (‘your project’) as specified by you, the Licensee, during the purchase. The type of license (Commercial or Editorial) applicable to the Clip is clearly stated at the time of purchase, and you, the Licensee, agree to use the Clip according to the terms of the stated license type. For any inquiries, you may contact us at info@vr-gorilla.com.”
1. Scope of License
Licensee is granted a non-exclusive, perpetual license to use the purchased Clip solely for the project they have specified at the time of purchase. Licensee may modify the Clip, including but not limited to changing formats, editing, or converting stereoscopic videos into monoscopic videos, but such modifications must still be used exclusively within the defined project. The Licensee may sell the project that includes the Clip, but may not sell, sublicense, or otherwise redistribute the Clip by itself or outside of the project.
2. Commercial vs. Editorial License
The applicable license type (Commercial or Editorial) is stated when purchasing the Clip, and the Licensee is responsible for using the Clip in accordance with the designated license. The following definitions apply:
- Commercial License: Generally cleared for advertising, promotional, or other commercial use. This includes marketing, paid advertising, and product placement. Licensee agrees to use the Clip only in commercial contexts as defined by this license.
- Editorial License: Cleared for editorial publication. The Clip may be used in news, programming, documentaries, educational content, healthcare-related projects, and for meditative or relaxation purposes. It is not cleared for advertising, promotional, or any other commercial use. Licensee agrees to strictly adhere to these limitations when using an editorially licensed Clip.
3. Restrictions
Licensee may not transfer or assign this license to any third party without prior written consent from VR Gorilla B.V.. Licensee is strictly prohibited from reselling, sublicensing, or distributing the Clip in any form outside of the specified project. Any violation of these terms will result in the immediate termination of the license, and VR Gorilla B.V. reserves the right to pursue legal action and seek compensation for any damages resulting from such a breach.
4. Delivery and Format
The Clip will be delivered in one of the following formats: 8K x 8K in H.265 or H.264 for stereoscopic videos, or 8K x 4K in H.265 or H.264 for monoscopic videos. Any other format requests may be accommodated for an additional fee, subject to agreement with VR Gorilla B.V.. Licensee may alter the format of the Clip themselves, including converting stereoscopic content into monoscopic, without limitation, provided the usage remains within the scope of the specified project.
5. Termination for Convenience
VR Gorilla B.V. reserves the right to terminate this Agreement at any time for any reason, upon providing the Licensee with written notice. In the event of such termination, the Licensee will be allowed to continue using the Clip for the project it was specified for, but no further usage or new projects will be allowed.
6. Audit Rights
VR Gorilla B.V. reserves the right to audit the Licensee’s use of the Clip at any time, with reasonable notice, to ensure compliance with the terms of this Agreement. If any violations are found during the audit, the Licensee will be responsible for covering any costs or damages resulting from such violations.
7. Revocation of License
VR Gorilla B.V. reserves the right to revoke this license if required by law or if requested by a subject depicted in the Clip (e.g., a person, building, or location). In such cases, if the Licensee has used the Clip for less than one year, they will be entitled to a partial refund. If the Clip has been used for more than one year, no refund will be provided. All other sales are final.
8. Indemnification
Licensee agrees to indemnify and hold harmless VR Gorilla B.V., its affiliates, and licensors, from any claims, damages, liabilities, or expenses (including legal fees) arising out of or in connection with the Licensee’s use of the Clip, including but not limited to violations of third-party rights or breach of this Agreement.
9. Force Majeure
Neither party shall be liable for any delay or failure in performance under this Agreement caused by circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, or governmental orders. In such cases, both parties will make reasonable efforts to mitigate the effects of the force majeure event.
10. Taxes and Fees
The Licensee is responsible for paying all taxes, duties, and fees arising from the purchase and use of the Clip, including any applicable sales or value-added taxes. VR Gorilla B.V. is not responsible for any tax-related obligations associated with the Licensee’s use of the Clip.
11. Ownership of Intellectual Property
All rights, title, and interest in and to the Clip remain with VR Gorilla B.V.. This Agreement only grants the Licensee a limited license to use the Clip in accordance with the terms specified. Licensee does not acquire ownership of the Clip through this Agreement.
12. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be replaced with a valid provision that comes closest to the intent of the original provision.
13. No Waiver
Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver shall be valid unless in writing and signed by both parties.
14. Limitation of Liability and Disclaimers
The Clip is provided ‘as is,’ without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. VR Gorilla B.V. does not warrant that the Clip will be free from defects or third-party claims. Licensee assumes all risk associated with the use of the Clip, including any potential claims from third parties. In no event shall VR Gorilla B.V. be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use of the Clip, even if advised of the possibility of such damages.
15. Breach of Agreement
In the event of a breach of any terms of this Agreement, the license granted herein will automatically terminate. VR Gorilla B.V. reserves the right to pursue any legal remedies available, including but not limited to compensation for damages or injunctive relief.
16. Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of the Netherlands. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Netherlands.
17. Final Provisions
All sales are final, and no refunds will be issued under any circumstances, except where noted in the Revocation of License clause. Any changes to this Agreement must be made in writing and signed by both parties. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, written or oral, regarding the subject matter herein.
must be made in writing and signed by both parties. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, written or oral, regarding the subject matter herein.
