TERMS & CONDITIONS OF SERVICE
last updated on 2009, April 20th
Copyrights Reserved &
Terms of ludiloom Service and Portal usage by
Members and all Other Parties
End User And Seller Agreement
TAPESTRY SOFTWARE and its affiliates and related companies (collectively "TAPESTRY"), operate ludiloom (referred to as "Portal or Service"). The terms and conditions set forth herein (the "Terms") constitute a legally binding agreement between TAPESTRY and you ("You" or "Your") regarding the terms on which TAPESTRY offers You access to its Portal and Service. Your use of the Portal or Service constitutes acceptance of these Terms.Definitions
Peer Application
1. "Peer Application" or "Client Application" refers to TAPESTRY software available for download at the Portal website or any other authorized download site, which allows Members to browse, play, create, purchase/subscribe, upload, and download all Content published at the Portal. Peer Application also refers to any software application that allows Members to download, purchase, create, alter or otherwise modify Content for use within a ludiloom video game.
Content
2. "Content" refers to any material published at the TAPESTRY Portal including but not limited to wire files, models, textures, plug-ins, video games, video game modifications, motion files, collections, packages, materials, scripts, shapes, custom UI skins, fonts, music and sounds, tutorials, frequently asked questions, words, films, images, and software.
Integrated content
3. "Integrated Content" refers to any Content that cannot be extracted from an application or product and used as stand-alone Content in an explicitly supported manner without the use of reverse engineering tools or techniques. Integrated Content also refers to any Content produced with, or as combination of, any Content distributed via the ludiloom Service and which is not intended for further distribution outside of the application or product containing or displaying the Integrated Content.
Member
4. "Member" refers to any person who creates or uses an account at the Portal.
Service
5. "Service" refers to transmission, license, or purchase of Content to and from TAPESTRY via the TAPESTRY Portal(s), a Peer Application, or any approved web portal either currently in existence or in the future.
Seller
6. "Seller" refers to the submitting individual or business who publishes Content at TAPESTRY Portal.
Portal AND PEER APPLICATION END USER LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE TAPESTRY PORTAL AND/OR A TAPESTRY CLIENT APPLICATION, WHICH CAN BE DOWNLOADED FROM THE TAPESTRY WEB SITE OR AFFILIATE’S SITE, ALONG WITH ANY ACCOMPANYING DOCUMENTATION, AND THE TERMS AND CONDITIONS OF THE TAPESTRY SERVICES.
YOUR USE OF TAPESTRY SERVICES MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU SHOULD NOT USE THE TAPESTRY SERVICES. BY INSTALLING, DOWNLOADING, COPYING A TAPESTRY CLIENT APPLICATION, OR OTHERWISE USING TAPESTRY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE THIS CLIENT APPLICATION OR TAPESTRY SERVICES.
1. Single Copy Software License
The TAPESTRY Peer Application is copyrighted and protected by law and international treaty. You may download the TAPESTRY Peer Application through a web browser or install from a CD-ROM onto a single computer for Your personal, non-commercial internal use only, unless specifically licensed to do otherwise by TAPESTRY. This is a license, not a transfer of title, and You may not nor permit anyone else to (a) modify the TAPESTRY Client Application; (b) de-compile, reverse engineer, or disassemble, modify, or create derivative works based on the TAPESTRY Client Application or the documentation in whole or in part; (c) remove any copyright or other TAPESTRY proprietary notices; (d) transfer or offer to transfer the TAPESTRY Peer Application to another person or legal entity as a sale or rental service.
2. Ownership
The TAPESTRY Client Application and all TAPESTRY information on the Portal is copyrighted proprietary material of TAPESTRY and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without TAPESTRY's prior written permission. Except as expressly provided herein, TAPESTRY and its suppliers do not grant any express or implied right to You under any patents, copyrights, trademarks, or trade secret information of TAPESTRY or its suppliers.
3. Account Information
In consideration of Your use of the Portal, You agree to: (a) provide accurate, current, and complete Member account information about You as may be prompted by the registration and/or login form on the Portal (the "Registration Data"); (b) maintain the security of Your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to TAPESTRY, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Portal.
4. Forums, Postings and Comments
You are entirely responsible for all Content that You upload, post or otherwise transmit via the Portal. You must at all times comply with the Forums Code of Conduct. In addition to the Code of Conduct, and without limiting same, You agree not to upload, post or otherwise transmit via the Portal Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to TAPESTRY or other users of the Portal; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. TAPESTRY reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.
You agree that for Content posted on the Portal Forums, TAPESTRY shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant TAPESTRY and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that You have proper authorization for the worldwide transfer and processing among TAPESTRY, its affiliates, and third-party providers of any information that You may provide on the Portal.
6. Content Submitted to TAPESTRY / PORTAL
TAPESTRY does not claim ownership of the Content You place on the Portal and shall have no obligation of any kind with respect to such Content. Any Content You provide in connection with this Portal shall be deemed to be provided on a nonconfidential basis.
LICENSE AGREEMENT BETWEEN SELLER AND MEMBER
A. License Grant for transmission of Content from Seller to Member
For any transmission of Content from a Seller to another Member, whether the transmission was the result of a license or free subscription/download, the following terms apply unless more restrictive terms are specified in the text description of the Content in compliance with the requirements for providing more restrictive terms set-forth below:
1. Ownership.
Unless explicitly provided for by a separate agreement, which separate agreement must be available to the Member and which must be subject to acceptance by Member before or at the point of sale, the Seller retains, subject to any license agreement between the Seller and TAPESTRY, copyright in Content purchased or downloaded by any Member via Portal. In using the TAPESTRY systems, You agree that any additional EULA, license or Seller requirements inserted into Seller products that fail to inform clients of restrictions prior to purchase are invalid, void ab initio, and without effect as they relate to those purchases.
2. Rights Granted.
For any Sellers who provide TAPESTRY Portal with any type of Content for free distribution or sale, the following terms apply:A. Seller hereby grants to TAPESTRY, and by the act of delivering Content to us, grant a non-exclusive, worldwide, license in any medium now known or hereinafter invented to:
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(a) reproduce, set prices for, sell, and distribute net proceeds from any sale, in whole or in part on Seller’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes;
(b) create and use samples of the Content for the purpose of demonstrating or promoting Seller products or services or those of TAPESTRY;
(c) use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and
(d) use the name and likeness of any individuals represented in the Content only in connection with Your material.
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(a) reproduce, post, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes;
(b) use any trademarks, service marks or trade names incorporated in the Content in connection with Seller material; and
(c) use the name and likeness of any individuals represented in the Content only in connection with Your material.
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(i) As rendered still images or moving images; resold as part of a feature film, broadcast, or stock photography.
(ii) As part of a game if the Content is contained inside a proprietary format and displays inside the game during play.
(iii) As Content published within a book, poster, t-shirt or other item.
(iv) As part of a physical object such as a toy, doll, or model.
3. Rights Not Granted.
Absent a written grant of rights greater than that contained in paragraph 3 above, all other rights or sub-divisions of rights generally included in copyright are excluded from this license and remain the property of Seller.4. Resale / Redistribution...
The resale or redistribution by the Member of any Content obtained from TAPESTRY Portal, whether For Sale or freely available for usage/download, whether part of a Valid Sale or not, is expressly prohibited unless it is Integrated Content as licensed above.6. Returned Content.
In the event a Member returns any Content, whether acquired by Valid Sale or freely available for usage/download, all license rights granted herein terminate and the Member must immediately destroy any and all copies contained on any type of media under the control or possession of the Member.7. Non-refundable / Service as is...
The Service is billed in advance and is non-refundable. There will be no refunds or credits for partial periods of time of service, downgrade refunds, or refunds for periods of time unused with an open account. In order to treat everyone equally, no exceptions will be made.B. General Terms
In addition to the above terms that apply to certain contexts, the following terms apply to all types of Content.1. Ownership.
Seller retains ownership of the copyrights and all other rights in Seller Content, subject to the non-exclusive rights granted to us under this agreement. Seller is free to grant similar rights to others during and after the term of this agreement.2. Termination.
The license grant contained in this agreement can be terminated using the guidelines below. TAPESTRY reserves the right, notwithstanding the guidelines below, to terminate this agreement at any time and without notice if any Content submitted violates the representations and warranties of paragraph three (3) below. This agreement may be terminated at any time by either party upon written notice via email or regular mail. Nothing in this agreement shall be construed to mean that a Seller may not submit or delete Content from the material submitted by such Seller as part of general maintenance of such Seller’s account.3. Representations and Warranties.
Seller represents and warrants that: (a) the Content is Your original work, and contains no copyrighted material of any kind that Seller is not the exclusive owner of, including but not limited to: music and/or synchronization rights, images (moving or still) of any kind, writings of any kind, and model clearances/releases; (b) Seller has full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement; (c) the Content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (d) the Content does not and will not violate any law, statute, ordinance or regulation; (e) the Content is not and will not be defamatory, libelous, pornographic, obscene or evocative of racial hatred of any kind; (f) the Content does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; (g) the Content does not contain any material that, as a condition of use, requires additional license restrictions such as requiring the publication of source code or Content that limits commercial exploitation of Incorporated Content; and (h) all factual assertions that Seller has made and will make to us are true and complete. Seller agrees to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement.4. Determining Type of Content.
TAPESTRY's Portal implements and maintains business practices which enable us to accurately categorize Content that Sellers deliver to us. If TAPESTRY makes an error in good faith, however and consequently exceed our license rights, Seller’s sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as TAPESTRY become aware of the error.GENERAL TERMS APPLICABLE TO USING TAPESTRY PORTAL IN ANY WAY
This refers to All Members, Sellers and Other Parties using TAPESTRY Portal and Service in any way.1. Indemnity
You agree to indemnify and hold TAPESTRY and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives ("TAPESTRY Parties") harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of Your Content, Your use of or connection to the Portal (including any use by You on behalf of Your employer), Your use of the TAPESTRY Client Application, Your violation of the Terms, or Your violation of any rights of another.2. Modifications And Termination of Service
TAPESTRY reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. TAPESTRY may also delete, or bar access to or use of, all related information and files. TAPESTRY will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. TAPESTRY may amend these Terms at any time without notice, as all terms and conditions will be posted on this URL and should be consulted by You prior to use.3. Disclaimer of Warranties
YOUR USE OF THE PORTAL AND THE TAPESTRY CLIENT APPLICATION ARE AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE AND APPLICATION, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED ABOVE), ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TAPESTRY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TAPESTRY MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE PORTAL OR APPLICATION.
TAPESTRY MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE PORTAL OR APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PORTAL OR USE OF APPLICATION WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE PORTAL OR WITH THE APPLICATION WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE PORTAL OR APPLICATION WILL BE CORRECTED.
TAPESTRY MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED IN CONJUNCTION WITH ANY CONTENT PUBLISHED AT PORTAL. TAPESTRY WILL NOT BE LIABLE TO A MEMBER OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OF EITHER THE TAPESTRY PORTAL, THE TAPESTRY CLIENT APPLICATIONS OR ANY CONTENT PUBLISHED AT TAPESTRY, WHETHER FRAMED AS A BREACH OF WARRANTY, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE APPLICATOIN OR BY OBTAINING ANY CONTENT FROM THE PORTAL, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
4. Limitation Of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, THE TAPESTRY PARTIES SHALL NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE APPLICATION OR PORTAL, EVEN IF THE TAPESTRY PARTIES HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE APPLICATION OR WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE APPLICATION OR PORTAL; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PORTAL, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
5. Improper Use of Tapestry Systems
You agree that You will not use the Portal and the Service to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be TAPESTRY or someone else, or spoof TAPESTRY's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent Your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Portal; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.6. Other Terms Generally Applicable to All
A. The Terms constitute the entire agreement between You and TAPESTRY relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized TAPESTRY representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use TAPESTRY or third-party products or services.
B. You agree that any material breach of these Terms will result in irreparable harm to TAPESTRY for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, TAPESTRY will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if TAPESTRY seeks such an injunction.
C. Services, Content, and product derived or obtained from this Portal may be subject to the Portugal export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, re-export, or import authorizations required by Portugal or Your local laws; (b) not use Services, Content, or direct product from this Portal to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Portal to prohibited countries and entities identified in the Portugal export regulations.
D. You agree to refrain from the practice commonly referred to as "deep linking" whereby You use the Content from TAPESTRY with any other web site via active linking or data mining.
E. This agreement will be governed by Portuguese law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought to a court located in Coimbra, Portugal, and both parties irrevocably submit to the exclusive jurisdiction of such court. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings).
F. Any notice required by this Agreement or given in connection with it, shall be in writing and delivered by mail to:
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TAPESTRY SOFTWARE, LDA.
Rua Pedro Nunes
3030-199 Coimbra
PORTUGAL
G. TAPESTRY reserves the right to change the terms of this agreement with or without notice at any time. TAPESTRY SOFTWARE reserves the rigth to alter these at any time. For future reference and when in doubt, the only updated and legally binding version is the one accessible on the TAPESTRY Portal.
H. TAPESTRY Seller and Member accounts may only be used by the licensee. They may not be transferred or accessed by any other party without the explicit written permission of TAPESTRY.
7. Termination of This License
TAPESTRY may terminate this license at any time if You are in breach of these terms and conditions of use. Upon such termination You must and agree to immediately destroy all copies of the TAPESTRY Client Application and all of its accompanying documentation.
