Terms of Use
Effective Date: 1. November 2022
1. Parties and background
Rokoko Electronics ApS is a company existing and organized under the laws of Denmark (in these Terms of Use Rokoko Electronics ApS shall be referred to as the Company, we, us, or any similar expression). You may contact us through e-mail at support@rokoko.com. We have developed and operate the Rokoko Vision platform located at https://vision.rokoko.com (Site), which allows users to create 3D assets (collectively, with all other services accessible through the Site, referred to as the Services).
You are the “Customer” under these Standard Terms of Use (the “Terms”) if you are (a) an individual subscribing to Services; or (b) an organization subscribing to Services to be used by one or more of your employees. If you are an organization ordering Services, the individual who agrees to this Agreement on your behalf must have the authority to bind the organization and its End Users to this Agreement.
You are the “End User” under the Terms if you are using the Services in your capacity as an end user, including as an individual Customer or as an individual authorized to use the Services by an organization who is a Customer.
If we do not specify whether certain language refers to an End User or Customer, then our use of “you” refers to both End Users and Customers.
By registering an Account (as defined below) with us; by installing, copying, accessing, downloading or otherwise using Software (as defined below), or by using the Services, you agree to be bound by the Terms, which we may update from time to time. Your continued use of the Services (or any User Content downloaded from the Services) constitutes your consent to such changes following to such updates. Please read this agreement carefully and check the Terms periodically for changes. If you do not agree to the Terms and any later changes thereto, you may not use the Services.
The Terms apply to your use of the Site and/or the Services and shall govern the contractual relationship between you and us.
The Terms apply to any updates or supplements to the Site and/or the Services, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the Site or in the Services, the terms of an open-source license may override some of the provisions of the Terms. Certain features of the Services or Site may be subject to additional guidelines, terms, or rules, which will be posted at the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into the Terms and shall be deemed included in the contractual relationship.
Personal data is subject to our Privacy Policy published at the Site (currently at https://www.rokoko.com/privacy-policy), the terms of which are incorporated herein by reference and shall be deemed included in the contractual relationship. Please review our Privacy Policy to understand our practices.
2. Registration and subscriptions
Before the first use of the Services, you will be required to register and create an account (“Account”) by providing the required information as prompted at the Site. You must choose an e-mail address at which we can contact you.
Each End User is assigned unique login credentials that grant the User access to the Services subscribed for. You are expressly forbidden from allowing another individual to access the Services using the same login credentials. Each End User account must correspond solely to one individual person. You are responsible for keeping your login credentials including your password confidential. This means, that you should not share it with anyone else, should not permit or enable third parties to gain access to it, and that you shall take all steps necessary to guarantee its confidentiality and security. If your password is lost, misused, or otherwise compromised, or if you suspect that it has been lost, misused, or otherwise compromised, you must notify us of this immediately via our email to support@rokoko.com.
We currently offer a single subscription plan, which is free. We may offer new subscription plans going forward, each with differing conditions, use limitations, and interfaces. Detailed description of the subscription plans, are available at https://www.rokoko.com/video/plans. You can find specific details regarding your subscription within your Account. We reserve the right to modify, terminate or otherwise amend our subscription plans at any time, in our sole and absolute discretion, including to change the price of a subscription plan.
3. User content
You are solely responsible for all information and content that you create/generate using, submit to use, or use with or store within the Site and/or Services (including animations, 3D models, images, audio, and related content, as well as user comments) (“User Content”). We accept no responsibility for any User Content created or uploaded by you or other End Users, and you create and use such User Content at your own risk. We accept no responsibility for any User Content and give no warranty that the User Content is accurate, complete, useful for any purpose (direct or implied) that may be published at the Site. Except as otherwise set forth in the Terms, we do not claim ownership over any User Content.
You are solely responsible for ensuring that any User Content you submit to the Services complies with any applicable laws and third-party rights, including to any intellectual property, privacy, and publicity rights and laws, and that all required notices have been provided to, and required consents and releases have been obtained from, individuals who are the subject of, or owners of, any User Content. We reserve the right (but have no obligation) to review any User Content and its compliance with the Terms. We have the right to take in our discretion any measures to protect us against any such violation, including to stop providing you with the Services, deny you access to the Site, Services and/or to your Account, and/or terminate your Account or subscription.
You agree to bear all risks associated with your User Content and the licensing thereof. You are solely responsible for safeguarding your User Content, and we have no duty to store copies of User Content for availability to you or any user after such User Content has been deleted or an Account has been closed except as otherwise provided under the Terms.
You agree that we may collect and use (i) User Content, (ii) metrics regarding your use of the Services, including evaluating how you use the Services (“Usage Data”), (iii) technical data, and (iv) related information that is gathered periodically, to improve the Services, including to facilitate new features or improve existing features, to facilitate the provision of software updates, for product support purposes, and to provide other services (if any) to you related to the Services.
4. Usage license and policy
Subject to the Terms and for as long as you have a valid Account with us, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Services as they are provided to you by us, only as set forth in the Terms. Under the license you may use the Site and/or the Services in accordance with the terms stipulated hereunder within any territory from which you have access to the Site and/or the Services.
All software and software-as-a-service (SaaS) used in connection with the Services ("Software") is proprietary to us or to third parties, and any use, redistribution, sale, de-compilation, reverse engineering, disassembly, translation, or reduction of the Software is prohibited. The Software is licensed, not sold. You agree that we may update the Software without notice, at any time and in our sole discretion, and that the Terms will apply to any updated versions.
End User is granted a license to install and use the Software on an unlimited number of computers of End User.
You agree not to access (or attempt to access) the Services by any means other than through the interface that is provided by us, unless you have been specifically allowed to do so in a separate agreement with us. You specifically agree not to access (or attempt to access) any part of our Services through any automated means (including use of scripts, crawlers, or similar technologies from time to time).
No use of the Services or User Content may: (i) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to liability of any kind; (iii) be fraudulent, false, misleading, or deceptive; (iv) be defamatory, obscene, pornographic, vulgar, or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) promote violence or actions that are threatening to any other person; or (vii) promote illegal or harmful activities or substances.
You agree that you will not use the Services to (i) decompile, disassemble, reverse engineer, copy, or transfer the Services (or otherwise extract knowledge from or create derivative works of the Services), (ii) transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation; (iii) use the Services in a manner that (a) is likely to interrupt, suspend, slow down or hinder the continuity of the Services, (b) constitutes an intrusion or attempt to break into the Services, (c) will divert of the Services' system resources, (d) may place a disproportionate load on the infrastructure of the Services, or (e) constitutes an attack on security and authentication measures of the Services; or (iv) attack the operational capacity of the Site or Services by any means, such as: sending mass e-mails (spam); carrying out hacking attempts or brute-force attacks; using or sending spy software, facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
You must use all reasonable efforts to prevent any unauthorized access to, or use of, the Site and/or Services and, in the event of any such unauthorized access or use, promptly notify us.
You agree to inform us promptly about any legal complaint, claim or action related to the User Content you have uploaded using the Services.
5. Rokoko assets
The license to use the Services includes a license to the assets provided/made available by us as part of the Services (“Rokoko Assets”). Rokoko Assets can be both sample data/assets produced and owned by us as well as Motion Library Assets owned by third parties. The license to each Rokoko Asset is limited to the period in which you have an Account. Unless otherwise stated, the definition of "Services" in the Terms also covers/includes Rokoko Assets.
The Services permit you to collaborate with other End Users, including sharing Rokoko Assets (and User Content) between Rokoko Teams (as such Rokoko Teams are used and defined in/by use of the Services). You represent and warrant to always respect the rights in and license terms of any Rokoko Assets (and/or User Content) purchased, shared by/with you, or otherwise used with/in the Services.
You may download and make copies of the Rokoko Assets for legitimate purposes, including back-up purposes, subject to the Terms. In addition, we acknowledge that copies of the Rokoko Assets may be made when the Rokoko Assets have been integrated as part of digital media productions. Unless expressly provided for in the license terms of the specific Rokoko Asset, you may not reproduce, distribute, sublicense, rent, lease or lend any Rokoko Asset other than as follows from the above.
6. Intellectual property rights
The Terms do not grant you any rights in connection with any trademarks or service marks of us or our suppliers.
All title and intellectual property rights in and to the Services (including Software, images, photographs, animations, graphics, 3D graphics, video, audio, music, text, and tutorials incorporated into the Services), the accompanying printed materials, and any copies of the Services, are owned by us. All rights not expressly granted are reserved by us.
You retain all your rights to User Content and are responsible for protecting those rights. You grant us the right to access, use, or modify such User Content only as necessary to provide the Services and carry out our obligations under the Terms, including to correct errors of the Software and Services and for statistical purposes.
7. Data protection and processing of personal data
We base the processing of your personal data on legitimate interest under applicable data protection law, to provide you with the necessary functionality required during the use of the Site and/or Services and to develop and improve the Site and/or Services.
8. Term and termination
Your license, subscription plan, and payment obligation will renew automatically until you cancel them. Subscription prices may change and will renew at the then-applicable subscription cost.
If you fail to comply with the terms and conditions of the Terms or in any way abuse or misuse the Software or Services, we may terminate the license, including all license rights granted herein, with immediate effect. If you breach the Terms or applicable law, we may also terminate your Account or your access to the Site and/or the Services immediately at any time.
In the event of a breach of the Terms, we have the right to sue for infringement and/or breach of contract, for which we will seek all damages and remedies available including attorney’s fees and all associated costs plus all estimated current and future earnings incurred by you due to the abuse or misuse.
Upon termination of the license, we have the right, but not the obligation, to permanently delete your Account. Such deletion will also delete your User Content. We have no obligation to maintain your User Content, and we have no liability for any terminated use of the Site or Services, including for termination of your Account or deletion of your User Content.
9. Publicity
Each Party hereby gives its consent to publication of the other Party’s name for marketing purposes.
10. Disclaimer of Warranties
YOU UNDERSTAND AND ACCEPT THAT YOUR USE OF THE SERVIVES IS AT YOUR SOLE RISK AND THAT THE SERVICES AND SOFTWARE ARE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN PARTICULAR, WE, OUR SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND THEIR LICENSORS, DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES TERMS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES.
11. Limitation of Liability
THE LIABILITY OF US AND OUR SUBSIDIARIES, HOLDING COMPANIES, REPRESENTATIVES AND OTHER AFFILIATES TOWARDS YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO US BY YOU IN THE PAST SIX MONTHS FOR THE SERVICES RELATING TO THE DISPUTE. IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, HOLDING COMPANIES, REPRESENTATIVES AND OTHER AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTIUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, HOLDING COMPANIES, REPRESENTATIVES AND AFFILIATES, AND THEIR LICENSORS SHALL NOT BE LIABLE TO ÝOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND US OR ANY DEVELOPER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN THE SERVICES; OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES; (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (IV) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION;
12. Amendments
We reserve the right to amend the terms and conditions of the Terms at any time with 1 (one) month prior notice. The most recent version of the Terms may be found at https://www.rokoko.com/video/terms.
13. Export Restrictions
Rokoko Assets available as part of the Services may be subject to laws, administrative regulations, and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Rokoko Assets (“Export Laws”). You agree to comply with all applicable Export Laws and you shall not export or re-export directly or indirectly (including via remote access) any part of the Rokoko Assets to anyone in any country to which a license is required under the Export Laws without first obtaining a license.
14. Venue and Applicable Law
The Terms and our relationship under the Terms shall be governed by the laws of Denmark without regard to its conflict of laws provisions. Any dispute arising out of or in connection with the Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. Notwithstanding this, you agree that we are allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction without providing security.
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