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END USER LICENSE AGREEMENT – MENYR
This End User License Agreement (hereinafter referred to as “EULA” or “Agreement“) is entered into between any user (hereinafter referred to as “You” or “User“) of the Menyr software, as defined in this Agreement, and NOG STUDIO, a société par actions simplifiée (simplified joint stock company) with a share capital of €1,280, having its registered office at 40 impasse Marioni, 38490 CHIMILIN, registered in the Vienne Trade and Companies Register under number 831 996 715 (hereinafter referred to as “Nog Studio” or “We“).
This EULA sets forth the terms and conditions under which you are authorized to install and/or use the Menyr software, its patches, updates and associated services (hereinafter collectively “Software” or “Menyr”) published and/or provided by Nog Studio.
Menyr is a digital storytelling engine developed by Nog Studio. It enables users to create virtual worlds and play tabletop role-playing games with other users, both local and online. Among other features, Menyr provides its users with technologies, story elements, graphics and sound, scenes, scenery, digital objects and gameplay mechanics, enabling them to build their own digital worlds, and modify the atmosphere, seasons or biomes of the scenes they create in real time.
The software is currently in beta stage of development. Its current version therefore contains numerous bugs and errors that we are working hard to correct. It does not contain all the features planned by Nog Studio.
You are encouraged to send us any feedback you may have regarding your user experience, in particular concerning any errors, bugs or functional defaults you may encounter when using the Software. This feedback enables us to improve the Menyr gaming experience. It requires the communication of data relating to your device (system configuration, operating system, IP address).
To this end, you can contact us at the following address: support@nogstudio.com
Or on the discord server accessible at the following address: https://discord.gg/menyr
You acknowledge that you have read and accepted all the provisions of the Agreement before installing, downloading, accessing or using the Software.
By installing or making any use of the Software, you agree to be bound by the EULA and, if applicable, by any other document drawn up between you and Nog Studio relating to the use of the Software. If you do not agree with any provision of any of these documents, please do not install or use the Software.
To enter into this Agreement, you must be of legal age in your country of residence or have obtained the prior consent of the persons exercising parental authority over you. In any case, the minimum age for using this software is 15.
Nog Studio reserves the right to change, modify, add or remove sections of the EULA at any time. Nog Studio undertakes to notify you of such changes by any means (e-mail, notification, message when starting the Software, etc.). By installing and/or continuing to use the Software, after notification of such changes, they will be deemed to have been accepted by you.
Before installing or using the Software, please ensure that your device meets the minimum system requirements for proper operation of the Software. The minimum system requirements are displayed at this link: https://menyr.nogstudio.com/faq/
We draw your attention to the fact that the minimum system requirements may change as the Software is updated. Nog Studio will notify you by any means of any increase in the minimum system requirements.
The terms of this EULA do not in any way exclude the application of terms governing your use of any third-party software product that enables you to use the Menyr. Such use will be subject to your acceptance of and compliance with such third party’s other contractual documents.
You must create an account to use the software (hereinafter “Account”). If you delete your Account for any reason, you will not be able to use the Software anymore, unless a new Account is created. In the event of deletion of your Account by Nog Studio, in particular following a breach of the EULA or unauthorized use of the Software, you expressly agree not to attempt to create a new Account.
As the Software is in a closed beta stage, its access and/or use is reserved to persons duly authorized by Nog Studio (hereinafter together referred to as the “Users”). Specifically :
Whatever your status (Super VIP, VIP or backer) you will be subject to an obligation of reserve and discretion regarding new features or new elements integrated into Menyr that have not yet been publicly or that have recently been released by NOG Studio. This obligation of discretion and reserve consists in keeping the said feature or element confidential until Nog Studio authorizes its disclosure to the general public, or in limiting the production and communication of related content. This obligation of discretion and reserve starts as soon as Nog Studio communicates said features or elements to You and lasts as long as NOG Studio desires, up to two years (hereinafter referred to as the “Discretion Period”). In addition to the prohibition of disclosure of said information, this obligation of discretion and reserve also implies the obligation not to disseminate any textual, visual, sound, informative, audiovisual or multimedia content relating to any item not yet disclosed or recently disclosed by Nog Studio during the Discretion Period, except with the prior, express and written consent of Nog Studio. Nog Studio reserves the right, on a temporary or permanent basis, to withdraw any early access benefit, limit access, demote or delete the account of any Super VIP, VIP or backer who fails to comply with this obligation of discretion and reserve.
In any event, you acknowledge that access to or use of the Software is reserved for the above-mentioned persons. In that view, your Account and corresponding access codes are personal and nominative. They may not be exchanged, given, shared, sold or otherwise communicated to third parties. They are of your sole responsibility, and you are required to ensure their entire confidentiality. You also agree to assume full and entire responsibility for any use of your Account.
The creation of your Account implies in particular the collection of the following data: surname, first name, gender, e-mail address, country and city of residence, IP address and operating system. Details of the information collected and processed by NOG Studio are set out in the Privacy Policy. You guarantee that the information provided when creating your Account is accurate and complete. The creation of your Account will be confirmed by Nog Studio by e-mail or notification.
3.1 Nature of license
Subject to compliance with the EULA, Nog Studio grants you a revocable, non-exclusive, non-transferable, non-commercial, non-licensable, personal license to install and use the Software, or any updates and patches offered by Nog Studio, under the same terms and conditions as the Software, until terminated by either you or Nog Studio.
3.2 Scope of license
The license is granted to you for the duration of this EULA, i.e. until the deletion of your Account, for any reason whatsoever.
The Software or any related content may only be downloaded from an authorized source. It is forbidden to make the Software available on a network where it can be downloaded by others.
You may not use, or permit others to use, the Software or this License for commercial purposes without obtaining a prior authorization and a particular license to do so from Nog Studio.
All rights not expressly granted under the EULA are reserved by Nog Studio. This license does not convey to you any title or ownership of the Software, in whole or in part, and shall not be construed as a sale or transfer of any intellectual property rights in the Software.
All right, title and fruit in and to the Software or Nog Studio including all copyrights, trademarks and intellectual property associated therewith and/or related thereto (including, but not limited to, patches, updates, copies, derivative works, titles and computer code, source code, features, information, data, graphics, themes, games, clips, information, data, objects, assets, settings, characters, character names, stories, dialogues, scenarios, key phrases, locations, concepts, illustrations, images, animations, sounds, music, audiovisual effects, texts, operating methods, game mechanics, game design or level design, and all related documentation) belong exclusively to Nog Studio (hereinafter “Menyr Material”).
You agree to use the Software, the Menyr Materials, or any related content, in whole or in part, only in a manner consistent with the EULA, and you shall not, in particular, whether directly or indirectly:
The Software and Menyr Material are protected by national and international laws, treaties and conventions on intellectual property rights, including literary and artistic property rights and industrial property rights.
3.3 Specific provisions for public use of Menyr by the User
From the end of the Discretion Period, Nog Studio authorizes you to communicate about Menyr and its use, to broadcast or represent the use of Menyr, in particular through textual, visual, audio, informative, audiovisual or multimedia content uploaded to online content sharing platforms, through screenshots of Menyr broadcast on social networks or through the use of Menyr on streaming platforms.. Under no circumstances may these uses be prejudicial to Nog Studio,, its image or interfere with Nog Studio’s commercial use of the Software, all of its components and any Menyr Materials.
This last stipulation must not be interpreted as granting you a license with a view to commercial use and, a fortiori, a transfer of rights over the Software or the Menyr Material which is the subject of the communication. In addition, if Nog Studio deletes your Account, the above authorization is automatically withdrawn.
You acknowledge that the authorization of communication stipulated above does not cover the User Content of other users unless authorized by the user who created the said content. Nog Studio shall not be liable for any communication of User Content by you that violates the rights of any third-party.
3.4 Specific provisions for personal commercial use of the Software
As from the end of the Discretionary Period, the User may use the Software to create cultural or artistic content for commercial purposes within the limits set out below. This type of commercial use may not generate annual sales in excess of 50,000.00 USD.
If the commercial use of the Software exceeds this annual sales threshold, the User must contact NOG Studio within two weeks of exceeding this threshold in order to agree on a professional license tailored to the User’s activities.
In the event of such commercial use, you agree that Nog Studio has the right to request all reasonable financial information from you in order to verify the extent and nature of your commercial exploitation of the Software. If the User fails to comply with such a request or refuses to establish a specific license for such commercial use, Nog Studio may unilaterally terminate these EULAs, delete its Account and prosecute any infringement of its intellectual property rights.
In any event, for any commercial use authorized under this article, the User must expressly and clearly indicate that such commercial use is permitted through the use of Nog Studio’s Menyr software.
The Software and/or Menyr Materials may be protected by technical protection measures. Disabling, circumventing or modifying these measures constitutes a breach of this EULA, in addition to potentially affecting the normal operation of the Software.
You agree and acknowledge that :
The Software is provided “as is” and the User acknowledges that the Software is still in the development and testing phase (known as the beta test stage). Accordingly, Nog Studio, to the fullest extent permitted by law, makes no warranty of any kind whatsoever with respect to the Software as to:
(a) its compliance, accuracy, timeliness, completeness, reliability or safety ;
(b) its fitness for a particular purpose;
(c) implied warranties of title and non-infringement;
(d) its merchantability;
(e) your satisfaction.
Nog Studio does not warrant that the Software will be uninterrupted, bug-free, error-free or that defects will be corrected. You assume full responsibility for the use of the Software to achieve the results you expect, as well as for its installation, use and the results you obtain from it.
To the extent permitted by applicable law, Nog Studio shall in no event be liable for any loss or damage suffered in connection with the use of the Software or any associated third-party service. This includes all damages of any kind, whether arising from tort (including negligence and breach of statutory duty), contract, misrepresentation (whether accidental or negligent), direct or indirect, incidental or consequential damages.
The maximum liability of Nog Studio and its licensors arising out of or in connection with this EULA or the use or attempted use of the Software shall be limited to the purchase price actually paid by you for the Software.
Some countries or jurisdictions do not allow the exclusion of certain warranties or the limitation of liability described above. In such countries or jurisdictions, the foregoing exclusions and limitations apply only to the extent permitted by the laws of such jurisdictions. In addition, you may have additional legal rights within your jurisdiction, and nothing in this Agreement shall affect any rights you may have as a consumer of the Software.
You hereby agree to indemnify Nog Studio and its assignees against any and all claims, costs and expenses (including attorneys’ fees) resulting, directly or indirectly, from your actions and/or omissions while using the Software that do not comply with the terms and conditions of the EULA.
The EULA remains in effect until terminated. You may terminate the EULA at any time by deleting your Account.
The EULA will be automatically terminated by Nog Studio, and your Account deleted, if you fail to comply with any of the terms of this Agreement, after formal notice or notification has been given to you and has remained unsuccessful for a period of eight days, except in the case of particularly serious breaches. Cancellation of your Account will result in the impossibility of accessing or using the Software, in accordance with article 2 of the present Contract.
In any event, termination of the EULA will not give rise to any refund of the Software by Nog Studio.
All provisions of this EULA relating to warranties, limitations of liability, remedies and damages shall survive termination to the extent provided by mandatory provisions of applicable law.
You acknowledge that you have been informed that infringement of any of Nog Studio’s intellectual property rights may result in immediate termination of this EULA. In particular, the sale or provision of content from the Software for the benefit of third parties, via forums or social networks or via any other means will result in the immediate termination hereof, without prejudice to the right of Nog Studio to prosecute the offending user.
The personal data of Menyr users collected and used by Nog Studio in connection with your use of the Software or the creation of your Account are processed in accordance with Nog Studio’s Privacy Policy, as accessible at this link: https://menyr.nogstudio.com/privacy-policy/.
Nog Studio has no general obligation to monitor User Content accessible, in any way, on the Software. However, Nog Studio is obliged to act promptly to remove any obviously illicit User Content once it has been informed of its existence, in accordance with the normative requirements in force and in particular article 6, 5°, of the French law no. 2004-575 of June 21, 2004 for confidence in the digital economy.
The French law includes the following requirements for the notification of manifestly illicit content to Nog Studio to be valid:
Where applicable, the notice should also include a description of the rights you believe to be infringed, including :
– in the case of infringement of a registered trademark, the references and a copy of the obviously infringing trademark ;
– the description of the protected work, its originality and proof of your status as author or owner of the rights to this work in the case of copyright infringement;
– etc.
Notifications of illegal content may be sent to Nog Studio at this address legal@nogstudio.com
Nog Studio reserves the right to sanction or prosecute any abusive notification.
No action will be taken on requests that do not include all the information necessary for Nog Studio to process the report.
This EULA represents the legal agreement between you and Nog Studio regarding the Software and supersedes all prior agreements between you and Nog Studio on the same subject matter. Notwithstanding the foregoing, if you have a confidentiality agreement with Nog Studio as set forth in Section 2 of this EULA, such confidentiality agreement shall continue in effect as between you and Nog Studio, and in the event of any inconsistency between such agreement and this EULA, the provisions of this EULA shall control.
If any part of the EULA is held invalid or unenforceable under applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, balanced provision that best matches the intent of the original provision and the remainder of the EULA will continue in full force and effect.
The single or partial exercise of any such right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy.
Nog Studio may assign this Agreement, in whole or in part, at any time. However, you may not assign, transfer or sublicense any or all of your rights or obligations under the EULA.
In addition to any grounds provided by applicable law, we shall be relieved of all liability for non-delivery or delay in delivery of the Software resulting from any event beyond our reasonable control, whether foreseeable or unforeseeable by either party, including, but not limited to, labor unrest, war, terrorism, fire, denial of service attacks, Internet failures, accidents, inclement weather, inability to provide transportation, governmental actions or regulations, and other causes or events beyond our reasonable control, whether or not similar to those listed above.
The Software is intended for use and may only be used in countries where such use is legally permitted.
In the event of any claim or action relating to or arising out of this EULA, and after an attempt has been made to find an amicable solution, the following rules shall apply, notwithstanding multiple defendants or third-party claims, even for emergency or conservatory proceedings, summary proceedings or by petition:
As a resident of the European Union, you may benefit from provisions similar to those in the box above, but specific to your country of residence, in application of Directive (EU) 2019/770 on certain aspects of contracts for the supply of digital content.
Nog Studio, through the Menyr Hardware, gives you access to various tools that allow you to create your own content within the Software (hereinafter “User Content”). User Content may not be used outside the Software, and certainly not for commercial purposes.
You agree that Nog Studio may record your User Content as well as your statistics and other data, anonymously or not, in accordance with its Privacy Policy. Recorded data concerns only the Software. When games are recorded and when the Software so provides, you authorize their consultation by other players via an interface present inside or outside the Software.
The Software allows you to create and customize games, levels, maps, scenarios and other content that can be used and shared within the Software.
You are solely responsible for the use and sharing of User Content you create, and must in any event comply with the terms of this Agreement when creating, using and sharing a User Content.
You acknowledge and agree that any User Content you create may include property and materials owned by Nog Studio, and that nothing in this Agreement confers any rights in such materials, ownership of such User Content being shared between You and Nog Studio.
In addition, Nog Studio shall not be liable for any deterioration in the quality of the Software, or for any alteration or loss of your User Content in the creation, use or sharing of any User Content, or for the infringement of any intellectual property right of any third party.
You acknowledge that it is expressly forbidden by the present Contract to share, distribute or make accessible, by any means whatsoever, your User Content except in the following two cases:
In the event of communication of your User Content to Nog Studio for the purposes of implementation within the Software, you authorize Nog Studio, free of charge for the entire world, on a non-exclusive, irrevocable, fully transferable and sub-licensable basis, to integrate, use and disseminate in any way whatsoever, for commercial, promotional or free purposes, the said User Content, including, but not limited to, the right to reproduce, represent, copy, adapt, modify, perform, display, edit, distribute, broadcast, transmit or communicate to the public, by any means, process and technique, whether known or unknown to date, your Content within or in favor of the Software, Nog Studio or its partners, for the full duration of the protection afforded by intellectual property rights under international laws and conventions to such Content.
In particular, you acknowledge that it is forbidden to distribute and/or use any Mods outside the Software, whatever the purpose or means of extracting them from the Software.
Nog Studio is not required to exercise any control or evaluation of User Content. In this respect, you declare and accept that you have full and entire responsibility for the User Content and that Nog Studio cannot be held responsible for the latter. n the same way, you are solely responsible for any comments, opinions or remarks expressed in any User Content, which in no way represent those of Nog Studio. In particular, and without limiting the generality of the foregoing, Nog Studio shall not be liable for, and excludes all liability in respect of, any comments, opinions or remarks expressed in any User Content, or any infringement of any intellectual property right of any third party. It is, however, possible for any holder of intellectual property rights to report any content that infringes their rights in accordance with article 8 of the EULA.
Nog Studio makes no warranties or representations as to the accuracy, currency or validity of the information or materials contained in the User Content and shall not be liable for any loss or damage arising from the use of such materials.
Nog Studio reserves the right for any reason and at its sole discretion to delete, restrict, suspend or modify your Account, directly or indirectly, and your User Content (as well as the ability to share or create User Content online), as a result of any use of your Account or User Content that does not comply with the terms of this Agreement.
