This Agreement is between yucp.club, a Colombian legal entity (“Licensor”), and you (“Licensee”). By purchasing, downloading or using the digital asset(s) (“Digital Assets”), Licensee agrees to these terms.
1. Definitions
1.1 “Digital Assets”
All files, object code, binaries, media, images, models, scripts, source files, documentation and updates provided by Licensor (e.g., JAMMR, VRCQR, VRCPhone).
1.2 “Documentation”
User manuals, read-me files and other 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, video, website or similar implementation in which the Digital Assets are embedded or used.
2. License Grant
2.1 Scope & Term
Subject to payment and compliance, Licensor grants Licensee a non-exclusive, non-transferable, perpetual, worldwide license to use, reproduce and distribute the Digital Assets solely as incorporated into one or more Permitted Projects for commercial and non-commercial purposes.
2.2 Permitted Copies
Licensee may make as many copies as needed for development, testing and deployment of Permitted Projects.
2.3 Sublicensing
Licensee may authorize contractors or team members to use the Digital Assets solely to deliver Permitted Projects, provided Licensee remains responsible for their compliance.
3. Restrictions
Licensee shall not:
Redistribute, sublicense, sell, lease or rent the Digital Assets in unmodified form.
Make the raw asset files available to third parties (e.g., sharing source files).
Use the Digital Assets in trademark, service mark or logo without separate written permission.
Reverse-engineer, decompile or disassemble the Digital Assets.
Embed the Digital Assets in products that provide direct competition to Licensor.
Use the Digital Assets for unlawful, defamatory or obscene content.
4. Updates & Support
4.1 Updates
Licensor may provide updates, bug-fixes or new versions at its discretion.
4.2 Standard Support
Licensor will offer up to 30 days of email-based usage support following purchase.
4.3 Priority Support (Optional Add-On)
For an additional fee, Licensee may purchase priority support, which includes:
Guaranteed response within 4 business hours
Phone and chat support during Licensor’s business hours (9 AM–6 PM Bogotá time)
Quarterly health-check calls
5. Fees, Discounts & White-Label
5.1 Standard Fees
All fees are due upon ordering and are non-refundable.
5.2 Bulk Licensing Discounts
Licensor offers volume discounts on standard license fees as follows:
5–9 licenses: 10% off list price
10–24 licenses: 20% off list price
25+ licenses: 30% off list price
Discounts apply only when paid in a single transaction and 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 and branding. White-label terms:
One-time fee equal to 150% of the standard license price per Asset
Includes removal of all Licensor trademarks/logos
Licensor provides original source asset files (where available) under NDA
5.4 Taxes
Licensee is responsible for all applicable VAT, sales, use or withholding taxes.
6. Intellectual Property
6.1 Ownership
All title and IP rights in the Digital Assets and Documentation remain with Licensor.
6.2 Feedback License
If Licensee provides suggestions or feedback, Licensor may use them without obligation, royalty or attribution.
7. Export Compliance
Licensee shall comply with all applicable export control and sanctions laws, including U.S. EAR and OFAC regulations.
8. Privacy & Data
If the Digital Assets collect any personal data, Licensee is solely responsible for compliance with GDPR, CCPA and other privacy laws.
9. Confidentiality
Licensee shall keep confidential any non-public technical or business information disclosed by Licensor.
10. Audit Rights
Upon reasonable notice and no more than once annually, Licensor may audit Licensee’s records to verify compliance; any non-compliance must be cured within 15 days.
11. Warranties & Disclaimers
11.1 Limited Warranty
For 30 days post-purchase, Licensor warrants the Digital Assets will materially conform to Documentation. Licensee’s sole remedy is replacement or refund of the purchase price.
11.2 Disclaimer
EXCEPT AS ABOVE, THE DIGITAL ASSETS ARE PROVIDED “AS-IS,” WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE AND SHALL EXCLUDE INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
13. Indemnification
Licensee shall indemnify and hold harmless Licensor from any claim arising out of Licensee’s breach, misuse or violation of law.
14. Termination & Survival
14.1 This license terminates automatically upon breach if not cured within 15 days.
14.2 Sections 3, 6, 8–14 survive termination.
15. Dispute Resolution
15.1 Mediation & Arbitration
Any dispute shall first be referred to mediation in Bogotá. If unresolved within 30 days, final binding arbitration under ICC rules in Bogotá, Colombia.
15.2 Governing Law
Colombian law governs, excluding conflict-of-law rules.
16. Notices
All notices must be in writing to the address on Licensor’s website; deemed effective upon receipt.
17. Entire Agreement & Amendments
This is the entire agreement. 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.