Commercial License Agreement
Effective Date: August 4, 2025
This Agreement ("Agreement") is between yucp.club, a Colombian legal entity ("Licensor", "we", or "our"), and you ("Licensee", "you", or "your"). By purchasing, downloading, installing, or otherwise using the digital asset(s) ("Digital Assets") listed herein, Licensee agrees to be bound by these terms.
1. Definitions
1.1 Digital Assets
All files, object code, binaries, media, images, models, scripts, source files, documentation, sample files, updates, and associated materials provided by Licensor (e.g., JAMMR, VRCQR, VRCPhone).
1.2 Documentation
User manuals, read‑me files, installation instructions, and any explanatory materials.
1.3 License Key
Any activation code, token, or credentials issued by Licensor.
1.4 Territory
Worldwide.
1.5 Permitted Project
A single end-product (game, application, video, website, service, or similar) in which the Digital Assets are embedded or used, as licensed herein.
2. License Grant
2.1 Scope & Term
Subject to full payment and compliance with these terms, Licensor grants Licensee a non-exclusive, non-transferable, perpetual, worldwide license to use, reproduce, modify, and distribute the Digital Assets solely as incorporated into one or more Permitted Projects for commercial or non-commercial purposes.
2.2 Permitted Copies
Licensee may make unlimited copies of the Digital Assets for development, testing, and deployment of Permitted Projects.
2.3 Sublicensing
Licensee may authorize contractors, employees, or team members to use the Digital Assets solely to deliver Permitted Projects, provided Licensee remains responsible for their compliance with this Agreement.
3. Restrictions
Licensee shall not, under any circumstances:
3.1 Redistribute, sublicense, sell, lease, rent, or lend the Digital Assets in unmodified or standalone form.
3.2 Make the raw asset files (source files, editable project files) available to third parties.
3.3 Use the Digital Assets in trademark, service mark, logo, or branding applications without separate written permission.
3.4 Reverse-engineer, decompile, disassemble, or otherwise derive source code or underlying ideas from the Digital Assets.
3.5 Embed the Digital Assets in any product or service that competes directly with Licensor’s offerings.
3.6 Use the Digital Assets for unlawful, defamatory, obscene, or infringing content.
4. Updates & Support
4.1 Updates
Licensor may, at its discretion, provide updates, patches, or new versions of the Digital Assets.
4.2 Standard Support
Licensor will provide up to thirty (30) days of email-based support for usage-related questions following initial purchase.
4.3 Priority Support (Optional Add‑On)
For an additional fee, Licensee may purchase Priority Support, which includes:
Guaranteed email response within four (4) business hours.
Phone and chat support during Licensor’s business hours (9 AM–6 PM Bogotá time).
Quarterly health‑check calls to review Digital Asset integration and performance.
5. Fees, Discounts & White-Label
5.1 Standard Fees
All fees are due in full upon ordering and are non-refundable, except as required by mandatory Colombian consumer-protection laws.
5.2 Bulk Licensing Discounts
Volume discounts on standard license fees apply when paid in a single transaction:
5–9 licenses: 10% off list price
10–24 licenses: 20% off list price
25+ licenses: 30% off list price
Discounts cannot be combined with other promotions.
5.3 White-Label Options
Licensee may purchase a White-Label Add‑On to rebrand the Digital Assets under its own name:
One-time fee equal to 150% of the standard license price per Asset.
Removal of all Licensor trademarks and logos.
Delivery of original source asset files (where available) under a mutual NDA.
5.4 Taxes
Licensee is responsible for all applicable VAT, sales, use, withholding, and other taxes.
6. Intellectual Property
6.1 Ownership
All title, ownership rights, and intellectual property rights in the Digital Assets and Documentation remain with Licensor.
6.2 Feedback License
By submitting suggestions or feedback, Licensee grants Licensor a perpetual, royalty-free, worldwide license to use, modify, and incorporate such feedback without obligation or attribution.
7. Export Compliance
Licensee shall comply with all applicable export control, sanctions, and trade embargo laws and regulations, including U.S. EAR and OFAC rules. You agree not to export or re-export the Digital Assets in violation of such laws.
8. Privacy & Data
If the Digital Assets collect, process, or store personal data, Licensee is solely responsible for complying with GDPR, CCPA, and all other applicable privacy laws, including obtaining necessary consents and providing required disclosures.
9. Confidentiality
Licensee shall maintain the confidentiality of any non-public technical or business information disclosed by Licensor and shall not disclose it to third parties without Licensor’s prior written consent.
10. Audit Rights
Upon reasonable notice and no more than once per year, Licensor may audit Licensee’s records and usage of the Digital Assets to verify compliance. Any non-compliance must be cured within fifteen (15) days of notice.
11. Warranties & Disclaimers
11.1 Limited Warranty
For thirty (30) days following purchase, Licensor warrants that the Digital Assets will materially conform to the Documentation. Licensee’s sole remedy is replacement of non-conforming Assets.
11.2 Disclaimer
EXCEPT FOR THE LIMITED WARRANTY IN §11.1, THE DIGITAL ASSETS ARE PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE DIGITAL ASSETS, AND LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
13. Indemnification
Licensee shall defend, indemnify, and hold harmless Licensor and its officers, directors, employees, agents, and affiliates from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of Licensee’s breach of this Agreement, misuse of the Digital Assets, or violation of applicable law.
14. Termination & Survival
14.1 Termination for Cause
This license terminates automatically if Licensee fails to cure a material breach within fifteen (15) days of written notice.
14.2 Immediate Termination
Licensor may terminate immediately if Licensee violates §§3.1–3.6.
14.3 Surviving Provisions
Sections 3, 6–14 survive any termination.
15. Dispute Resolution & Governing Law
15.1 Mediation
Parties shall first attempt to resolve disputes through mediation in Bogotá, Colombia.
15.2 Arbitration
If mediation fails within thirty (30) days, disputes shall be submitted to final and binding ICC arbitration in Bogotá, in Spanish, under ICC rules.
15.3 Governing Law
This Agreement is governed by the laws of Colombia, excluding its conflict-of-law principles.
16. Notices
All notices under this Agreement must be in writing and sent to the address contact@yucp.club . Notices are effective upon receipt.
17. Entire Agreement & Amendments
This Agreement, together with any incorporated Documentation or order confirmations, constitutes the entire understanding between the parties. No amendment is effective unless in writing and signed by both parties.
By purchasing, downloading, or using the Digital Assets, Licensee acknowledges having read, understood, and agreed to all terms of this Commercial License Agreement.