BETA LICENSE AGREEMENT

This v1r2al, Inc., (“crea8or.STUDIO”) Beta License Agreement (this “Agreement”) contains the terms and conditions that apply to your  (“Customer”) access to and use of the Software (as defined below).  

This is a legally binding agreement.  Please review this Agreement carefully. By becoming a Customer, registering an account, or otherwise accessing or using the Software,  Customer is confirming that Customer has read and agrees to be bound by this Agreement, including any updates or revisions posted here or otherwise communicated to Customer.  If Customer does not agree with any of the terms or conditions set forth herein, do not join or access or use the Software.

1. Software.  “Software” means the crea8or.STUDIO software described in Exhibit A, including related materials and documentation.  Except as otherwise expressly stated in Exhibit A, the Software is in object code format only.   During the Beta Period (defined below), the Software is being provided for a license fee of $0.00.

2. Beta Period.  The “Beta Period” shall commence on the Effective Date and continue for ninety (90) days thereafter.  This Agreement shall terminate upon the earliest to occur of (a) the end of the Beta Period, or (b) Customer’s breach of this Agreement.  This sentence and sections 1, and 4-11 shall survive termination of this Agreement.

3. License.  Subject to the terms and conditions of this Agreement, crea8or.STUDIO grants Customer a temporary, personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use the Software solely for the purposes of evaluation (“Permitted Use”).  

4. Restrictions.  Customer shall not (a) modify, rent, sell, lease, loan, transfer, or make copies of the Software; (b) disassemble, de-compile, reverse engineer, or otherwise attempt to discover the source code of the Software; or (c) demonstrate the Software to third parties, allow third parties to access or use the Software, or use the Software for the benefit of any party other than Customer or crea8or.studio.

5. Confidentiality.  The crea8or.STUDIO Services, all related materials and documentation, this Agreement, and all information disclosed by crea8or.studio to Customer hereunder or otherwise in connection with the Software or crea8or.studio’s business, including without limitation performance data, features and other information relating to or obtained from the Software, (collectively “Confidential Information”) shall be deemed to be confidential information of crea8or.studio and shall not be disclosed by Customer to any third party.  Customer shall only use the Confidential Information in furtherance of the intended purpose of this Agreement, and in no other manner.  Customer agrees to take all necessary precautions to avoid disclosure and misuse of the Confidential Information.  Each of Customer’s employees with access to the Confidential Information shall be bound by a written non-disclosure agreement that is at least as protective of the Confidential Information as is this Agreement.  Customer shall promptly notify crea8or.studio if Customer becomes aware of any breach of this section, and agrees to assist crea8or.studio in remedying any such breach.

6. Ownership.  All right, title, and interest in and to the Software and all intellectual property embodied therein or related thereto shall be and shall remain the sole and exclusive property of crea8or.studio.  Customer hereby assigns and agrees to assign to crea8or.studio all right, title, and interest in and to all feedback provided to crea8or.studio that relates to the Software.  To the extent any such assignment is held to be invalid, Customer grants to crea8or.studio an exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use and exploit the feedback without any restriction whatsoever.  Except for the express license granted herein, crea8or.studio does not grant to Customer any other licenses or rights, whether express or implied, to the Software or any other crea8or.studio intellectual property.

7. Publicity; Usage and Results.  Customer agrees that crea8or.studio may include the name, logo, and success stories of Customer on crea8or.studio’s website, press releases, promotional and sales literature, and advertising materials, and that crea8or.studio may use Customer as a reference Customer in its marketing and customer prospect materials.  Furthermore, Customer shall use commercially reasonable efforts to cooperate with crea8or.studio with regard to the publication of at least one (1) press release regarding Customer’s use of the Software. Customer agrees to use the on a regular basis during the Beta Period.  After Customer has completed its evaluation (but in any event prior to the end of the Beta Period), Customer shall provide crea8or.studio with a written report which discloses: (a) which portions of the Software has been utilized, (b) the nature of that utilization, (c) the extent or amount of utilization, (d) the errors or difficulties discovered, (e) the characteristic conditions and symptoms of the errors and difficulties, so that crea8or.studio may recreate the errors and difficulties itself, and (f) at Customer’s discretion, suggested modifications, additions and improvements (collectively, the “Results”). Notwithstanding the foregoing, Customer agrees to notify crea8or.studio by telephone within three (3) business days of the discovery of a material error or difficulty in the Software.  Upon crea8or.studio’s request, Customer will consult with crea8or.studio in crea8or.studio’s review and analysis of the information within the report

8. Disclaimer of Warranty.  THE SOFTWARE AND ANY SUPPORT, CUSTOMER SERVICE, OR OTHER MATERIALS OR SERVICES RELATED THERETO ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED TO CUSTOMER “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. crea8or.studio SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. crea8or.studio MAKES NO WARRANTY THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.

9. Limitation of Liability.  IN NO EVENT SHALL crea8or.studio BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER OR RELATED TO THIS AGREEMENT, EVEN IF crea8or.studio HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  crea8or.studio’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT SHALL BE LIMITED TO $100.00.  THE PARTIES AGREE THAT THE LIABILITY AND WARRANTY LIMITATIONS SET FORTH IN THIS AGREEMENT ARE A REASONABLE ALLOCATION OF RISK AND LIABILITY CONSIDERING THE RESPECTIVE BENEFITS OBTAINED HEREUNDER.  THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

10. Injunctive Relief.  A breach by Customer of its license restrictions or confidentiality obligations will result in irreparable damage to crea8or.studio for which there is no adequate remedy at law.  Therefore, crea8or.studio shall be entitled to seek injunctive relief in addition to any other relief as may be obtainable, without the requirement of posting bond.

11. General.  This Agreement shall be governed by the laws of New York without reference to conflict of laws principles.  All disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York City, New York, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.  Customer shall not assign this Agreement in any manner, and any purported assignment shall be void.  crea8or.studio  may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.  Customer shall comply in all respects with all U.S. and foreign export laws and regulations.  This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior negotiations and understandings between the parties, both oral and written, regarding such subject matter.  crea8or.studio reserves the right to modify this Agreement, at any time in its sole discretion, by posting a change of notice or updated terms on the crea8or.studio website.  If any modification is unacceptable to Customer, Customer agrees that Customer’s sole recourse is to terminate this Agreement.  Customer’s continued access to or use of the Software following any modification of this Agreement shall constitute conclusive and binding acceptance to any modification or new terms.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.  This Agreement shall be fairly interpreted in accordance with its terms and conditions without any strict construction in favor of or against either of the parties.  This Agreement may be executed in counterparts, both of which together shall constitute one and the same instrument.  The parties agree that signatures, documents executed, scanned and transmitted electronically, and electronic signatures (collectively, “Electronic Execution”) shall be deemed original signatures for purposes hereof and all matters related thereto, with such Electronic Execution having the same legal effect as original signatures. The parties further agree that (a) the Agreement may be executed via Electronic Execution, which shall be deemed to satisfy any legal formalities requiring that agreements be in writing, (b) neither party shall contest the validity or enforceability of any such Electronic Execution under any applicable statute of frauds, and (c) computer-maintained records, when produced in hard copy form, shall constitute business records and shall have the same validity as any other generally recognized business records

EXHIBIT A

SOFTWARE

The following Software is covered by the terms and conditions of this Agreement.

crea8or.studio

crea8or.tools

crea8orFILM.studio

crea8orFASHION.studio