End User License Agreement
PLEASE READ THE FOLLOWING LICENSE TERMS CAREFULLY. BY ACCESSING, REGISTERING, USING, DOWNLOADING CONTENT TO, OR OTHERWISE AVAILING YOURSELF OF THE CELLARIUS SERVICES MADE AVAILABLE BY GENESIS THOUGHT INC. (“GTI”) IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING LICENSE TERMS. IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE TO THESE LICENSE TERMS, THEN YOU MAY NOT REGISTER FOR OR USE ANY OF THE SERVICES RELATED TO CELLARIUS.
By using the Cellarius Website, you're agreeing to these terms.
1.1 - In these License Terms we refer to all software, applications and websites offered by GTI as the "Services".
In order to use the Services, you will need to create a Cellarius account (an "Account").
To create an Account, you will be required to provide certain information. (The details of the information that you are required to provide are set out here). You agree that you will provide all information truthfully and accurately, so that we have correct details about you and your Account. You will maintain and update this information to keep it true, accurate, current, and complete.
When creating an Account you will also be required to provide a 'user name' and/or 'persona' to represent you in connection with the Services. User names and personas are tied to your Account and are non-transferable (meaning they cannot be transferred to anyone else). You may not use a user name or persona that is used by someone else, is vulgar or offensive, imitates any third party, infringes on any proprietary right of any third party, or otherwise breaches these License Terms. If you have questions about Account registration, please contact us here.
To use the website, we ask that you create an account. By creating an account you will provide accurate details about yourself. You cannot transfer your account to someone else.
1.2 - You must keep all information relating to your Account confidential. At no time should you disclose your account ID or password to anyone. This includes your friends, relatives, parents, children, spouses, co-workers or anyone else.
You are fully responsible for the conduct and actions using your Account and for all breaches of these License Terms committed by using your Account. We shall have no liability to you for any loss or damage arising from any unauthorized use of your Account or any unauthorized access, use, alteration, modification and/or disclosure of your personal information.
Keep your account information confidential. You are responsible for your own conduct.
1.3 - You must ensure that you secure your Account and any computer, mobile phone or other device used to access your Account from unauthorized third party access. Please notify us immediately here if you become aware of:
any unauthorized use of your Account or any other breach of security; or
any hacking tools being used or that might be used in relation to the Services.
We may employ certain physical, electronic and managerial procedures designed to help safeguard and prevent unauthorized access, use, alteration, modification and/or disclosure of your personal information. Although we use procedures reasonably designed to safeguard the security of your personal information, transmissions made on or through the Internet and personal information stored on our servers or the servers of third parties that we use are vulnerable to attack and cannot be guaranteed to be secure. In addition, submissions made by email are not protected by encryption and are vulnerable to disclosure to third parties, including due to interception during transmission.
Practice safe browsing. Please let us know of any hacking attempts on the website or your account.
2.1 - The text, written stories, posts, music, audio, sound, digital art assets, graphics, pictures, video, film, data, and all other features, content or elements relating to Cellarius, which are accessible through the Services, (collectively, the "Cellarius Content") is protected by all relevant intellectual property and proprietary rights and applicable laws.
The Cellarius universe is bound by intellectual property rights and laws.
2.2 - As between you and GTI, the Cellarius Content and all of the intellectual property rights in the Cellarius Content is owned by GTI. Except as expressly authorized by GTI, you may not make use of the Cellarius Content or the Service. GTI reserves all rights in and to the Cellarius Content and the Services not expressly granted in the License Terms. Any unauthorized use of the Cellarius Content or Service for any purpose is prohibited.
The Cellarius universe is owned by Genesis Thought Incorporated. Unauthorized use is prohibited.
2.3 - Subject to your compliance with the terms and conditions herein, GTI grants you a personal, limited right to access and use the Cellarius Content in connection with your access to the Services or in connection with the creation of Fan-Use Content (as defined below). Unless we have expressly authorized you in writing, you must not:
copy or download any Cellarius Content or aspect of the Service (except as part of the proper use or operation of that Service);
reproduce, distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Cellarius Content, other than as authorized herein;
make any commercial use (i.e. for profit) of the Cellarius Content;
harvest any information from the Service;
reverse engineer or modify the Service;
interfere with the proper operation of or any security measure used by the Service or in relation to the Cellarius Content;
infringe any intellectual property or other right of any third party;
use the Service or Cellarius Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or
remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to Cellarius Content.
During the alpha phase you are unable to use the Cellarius Universe or its content outside of this platform.
2.4 - GTI makes the Cellarius Content available to you subject to the following conditions:
we can only make Cellarius Content available to you if it is legal for you to have access to that Cellarius Content in your home country;
you may only obtain Cellarius Content from us (or from any person or third party that we authorize for this purpose) and you must not obtain Cellarius Content from any other person or attempt to do so;
we reserve the right to refuse your request(s) to acquire Cellarius Content, and we also reserve the right to limit or block any request to acquire or obtain Cellarius Content for any reason;
WE DO NOT GUARANTEE THAT THE SERVICE OR CELLARIUS CONTENT WILL BE AVAILABLE AT ALL TIMES, IN ALL COUNTRIES AND/OR ALL GEOGRAPHIC LOCATIONS, OR AT ANY GIVEN TIME OR THAT WE WILL CONTINUE TO OFFER PARTICULAR CELLARIUS CONTENT FOR ANY PARTICULAR LENGTH OF TIME (UNLESS WE EXPRESSLY SAY OTHERWISE AS PART OF THE SERVICES);
we may change, replace, remove access to or update the Service and Cellarius Content at any time in our sole discretion; and
we may monitor use of the Services or Cellarius Content for a wide variety of different purposes, including preventing fraud or hacking and to improve the Services.
During the alpha phase we will make a best effort to keep the Cellarius content online, but we do not guarantee this.
3.1 - General. The Service permits you to create and/or upload material which you own, have created or otherwise have appropriate rights in (which we refer to in the License Terms as "User Generated Content" or "UGC"). UGC includes, for example, drawings, images, pictures, writings, games, films, Fan-Use Content (as described below) and any other content or materials contributed by users to, on, or through the Services or is otherwise based on the Cellarius Content. If GTI believes that your use or uploading of UGC breaches any of the terms and conditions set forth herein, then GTI may remove, block, edit, move or disable such UGC in its sole discretion. If you contravene any of the terms and conditions herein, GTI reserves the right to suspend or permanently remove availability of your UGC and to take any other steps which we consider appropriate including termination of your Account.
You can upload original user generated content to the platform. If we believe its a violation of someone else's copyright, we can remove that content.
3.2 - You are solely responsible for your UGC and the consequences of posting or publishing UGC. By posting or publishing UGC on or through the Services, you affirm, represent, and warrant that:
any part of the UGC which comprises, incorporates or derives from the Cellarius Content remains our property;
you are the creator of or otherwise own the rights in the UGC that you make available to or through the Services, or, for any UGC that is owned by a third party, you have the express authorization of such third party to upload such UGC to or through the Service;
no item of UGC that you upload infringes the intellectual property rights or privacy or any other rights of anyone else or is illegal or breaches the License Terms;
you waive and agree not to assert any moral rights or similar rights you may have in UGC;
you are solely responsible for your UGC, and acknowledge that GTI does not pre-screen any UGC and does not endorse or approve of any UGC that you or other users may contribute to the Services;
you must not in any way claim or suggest that any UGC is endorsed or supported by us; and
Your use of the Service or Cellarius Content, including the UGC you upload, complies with all applicable laws and legislation and is not harmful, offensive, defamatory, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, illegal or likely to cause any reputational loss or embarrassment to GTI or its affiliates.
We do not endorse any user generated content. Any user generated content which is a derivative of the Cellarius Universe will belong to Genesis Thought Inc.
3.3 - License Grant to GTI. By posting or publishing UGC to the Service or otherwise, you grant GTI a worldwide, perpetual, non-exclusive, fully transferrable, royalty-free, irrevocable, commercial right and license to host, store, use, transfer, display, perform, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party individuals, media channels, platforms, and distributors), and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, to all or any portion of your UGC, for any purpose whatsoever, including for commercial purposes, in any means or media formats and through any media channels (now known or hereafter developed) and to advertise, market, and promote the same. You further irrevocably grant GTI the right, but not the obligation, to use your name in connection with your UGC. You also agree to waive any right of approval for GTI’s use of the rights granted herein that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights. To the extent permitted by applicable laws, you also waive any moral rights or rights of a like nature that you may have in such UGC. Any such use of your UGC by GTI shall be without any compensation paid to you.
By submitting user generated content you grant Genesis Thought Inc. rights to all submissions.
3.4 - License Grant to Other Users. By posting and sharing UGC on the Service or otherwise with another user of the Service, you hereby grant all other users of the Service a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable license to: (i) display, perform, reproduce, publish, distribute, promote, exhibit, broadcast, syndicate, and otherwise use and exploit in any manner whatsoever, the UGC for non-commercial purposes only; and (ii) modify, adapt, edit, combine with other materials and otherwise create derivative works from the UGC (including, without limitation, the rights to display, perform, reproduce, publish, distribute, promote, exhibit, broadcast, syndicate, and otherwise use and exploit in any manner whatsoever) for non-commercial purposes only. You further affirm, represent, and warrant that:
You agree to waive any right of approval for any other user of the Service’s use of the rights granted herein that you may have in any UGC, even if it is altered or changed by a user of the Service in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights by another user of the Service. To the extent permitted by applicable laws, you also waive any moral rights or rights of a like nature that you may have in such UGC in relation to its use by another user of the Service;
You authorize any other user of the Services to exercise the above rights in all media and formats (now known or hereafter developed) and to make any technological or other changes necessary to accomplish this;
Any direct or downstream recipient of your UGC, through being a user of the Service, automatically receives the same license terms as set forth above. Additionally, you shall not attempt, offer or impose any additional of different license or other terms to the UGC if to do so would restrict a user of the Service from fully exercising the rights set forth herein;
You will include the text of or link to this License Agreement in connection with the UGC in any manner, based on the medium, means and content of the UGC, sufficient to put any user of the Service on notice of its terms; and
Any such use of your UGC by another user of the Service shall be without any compensation paid to you.
By submitting user generated content you allow the other users of this platform to remix, adapt and recreate your work.
3.5 - USERS OF THE SERVICES CREATE, DOWNLOAD AND USE UGC AT THEIR OWN RISK. WE ARE UNDER NO OBLIGATION TO EDIT OR CONTROL UGC THAT YOU OR OTHER USERS POST OR PUBLISH, AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR UGC. GTI MAY, HOWEVER, AT ANY TIME AND WITHOUT PRIOR NOTICE, SCREEN, REMOVE, EDIT, OR BLOCK ANY UGC THAT IN OUR SOLE JUDGMENT VIOLATES THESE LICENSE TERMS OR IS OTHERWISE OBJECTIONABLE. YOU UNDERSTAND THAT WHEN USING THE SERVICES YOU WILL BE EXPOSED TO UGC FROM A VARIETY OF SOURCES AND ACKNOWLEDGE THAT UGC MAY BE INACCURATE, OFFENSIVE, INDECENT OR OBJECTIONABLE. YOU AGREE TO WAIVE, AND DO HEREBY WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST GTI WITH RESPECT TO UGC. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH UGC. IF NOTIFIED BY A USER OR CONTENT OWNER THAT UGC ALLEGEDLY DOES NOT CONFORM TO THE LICENSE TERMS, WE MAY INVESTIGATE THE ALLEGATION AND DETERMINE IN OUR SOLE DISCRETION WHETHER TO REMOVE THE UGC, WHICH WE RESERVE THE RIGHT TO DO AT ANY TIME AND WITHOUT NOTICE. FOR CLARITY, GTI DOES NOT PERMIT COPYRIGHT-INFRINGING ACTIVITIES ON THE SERVICE.
User generated content may contain content that you may object to. You use this platform at your own risk.
4.1 - This section relates to any website, fiction, art, film or other non-commercial fan use that you may create or operate in relation to the Cellarius Content, Services or UGC (collectively, "Fan-Use Content").
4.2 - Subject to the terms and conditions herein, GTI grants a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable license to: (i) display, perform, reproduce, publish, distribute, promote, exhibit, broadcast, syndicate, and otherwise use and exploit in any manner whatsoever, the Cellarius Content and any rights that GTI has in UGC for the purpose of creating Fan-Use Content; and (ii) modify, adapt, edit, combine with other materials and otherwise create derivative works from the Cellarius Content and in relation to any rights that GTI has in UGC (including, without limitation, the rights to display, perform, reproduce, publish, distribute, promote, exhibit, broadcast, syndicate, and otherwise use and exploit in any manner whatsoever) for the purpose of creating Fan-Use Content. This license is further conditional upon you complying with the following provisions:
you acknowledge and agree that GTI owns (or has sufficient license to) the Cellarius Content, Services and UGC and has the right to amend, delete, add to or otherwise modify, or to revoke the foregoing license with respect to, any items of Fan-Use Content at any time;
you agree to include GTI's trademark, copyright, attribution, link to this License Agreement or other proprietary rights notices when displaying Fan-Use Content if we request you to do so and in the manner that we request you to do so;
you agree to include an indication that you modified or amended the Cellarius Content or UGC in the creation of the Fan-Use Content, if we request you to do so and in the manner that we request you to do so, and retain any indication of any previous modifications or amendments;
you agree to comply with any Fan-Use Content usage guidelines that we may provide to you from time to time;
you shall not remove or alter any identifying information or copyright management information conveyed in connection with the Fan-Use Content, including in digital form, nor challenge GTI's ownership (or the ownership of any third party) of the Fan-Use Content; and
you must not make, or rent, lease or otherwise seek to make, any commercial use or profit out of the Fan-Use Content without our prior written consent.
You can remix and adapt any of the Cellarius Universe content, so long as you agree that the content remains the property of Genesis Thought Inc.
4.3 - If you fail to comply with any of the terms set out in this section, we reserve the right to terminate your license over the Fan-Use Content and also to close your Account.
We are always pleased to hear from our users and welcome specific comments or feedback about our Services or the Cellarius Content.
4.4 - All goodwill arising from your use of the Cellarius Content or Fan-Use Content shall insure solely to the benefit of GTI.
All goodwill arising from your use of the Cellarius Content or Fan-Use Content shall insure solely to the benefit of GTI.
5.1 - We are always pleased to hear from our users and welcome specific comments or feedback about our Services or the Cellarius Content.
We are always pleased to hear from our users and welcome specific comments or feedback about our Services or the Cellarius Content.
5.2 - Any and all comments or feedback that you send to us shall be deemed, and shall remain, our property from the time of uploading or transmission.
Any and all comments or feedback that you send to us shall be deemed, and shall remain, our property from the time of uploading or transmission.
5.3 - Accordingly, you hereby assign to GTI (including as a present assignment of future rights) all intellectual property rights in comments or feedback that you send to us to the extent owned by you. If for any reason this assignment is not effective, then you agree that GTI shall have a worldwide, perpetual, irrevocable and royalty-free license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your comments or feedback, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant us the right, but not the obligation, to use your name in connection with your comments or feedback. You also agree to waive any right of approval for our use of the rights granted herein that you may have in any comments or feedback, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights. To the extent permitted by applicable laws, you also waive any moral rights or rights of a like nature that you may have in such comments or feedback.
Comments or feedback will also become the property of GTI.
5.4 - You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this section. Our receipt of your comments or feedback is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your comments or feedback. You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant us the rights granted in this section.
6 - You agree that you are responsible for your use of the Services, Cellarius Content and your creation of any UGC or Fan-Use Content, and you agree to defend, indemnify, and hold harmless GTI and its affiliates, and their officers, directors, employees, consultants, and agents (collectively, the "GTI Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Services; (ii) your violation of the License Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your UGC and Fan-Use Content; (v) your use of a Third Party Service; (vi) any misrepresentation by you; or (vii) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim. You will not in any event settle any claim without our prior written consent.
7.1 - EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICES AND ALL CELLARIUS CONTENT AVAILABLE THROUGH THE SERVICES IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE GTI ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, RELATING TO THE SERVICES AND ALL CELLARIUS CONTENT, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE GTI ENTITIES DO NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES (INCLUDING CELLARIUS CONTENT), WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
7.2 - YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES AND USE, ACCESS, DOWNLOAD, UPLOAD, OR OTHERWISE OBTAIN MATERIALS, UGC, FAN-USE CONTENT OR CELLARIUS CONTENT THROUGH THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE UPLOAD, DOWNLOAD OR USE OF ANY MATERIALS, UGC, FAN-USE CONTENT OR CELLARIUS CONTENT.
8.1 - Consent or Approval. No consent or approval of GTI may be deemed to have been granted without being in writing and signed by an officer of GTI.
8.2 - Termination. These License Terms apply for the term of any copyright or similar rights. However, if you violate the terms set forth herein then your rights, but not GTI’s rights, shall terminate automatically.
8.3 - Survival. The provisions of the License Terms which by their nature should survive termination of your use of the Service, will survive.
8.4 - Severability; Interpretation; Assignment. If any provision of the License Terms is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from the License Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of the License Terms. You hereby waive any applicable statutory provision and/or common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full License Terms. GTI may assign its rights and obligations under the License Terms in whole or in part, to any party at any time without any notice. The License Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of GTI.
9 - If you have any questions, complaints, or comments regarding these License Terms, please contact us here. You acknowledge that the provision of support is at GTI’s sole discretion and that we have no obligation to provide you with customer support of any kind. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
10 - From time to time, in our sole discretion, we may amend, modify or replace the License Terms, for example to reflect new products or services or because of changes in the law, without prior notice. If we make a material change to the License Terms, we will make reasonable efforts to notify you and, where required by applicable law, we will obtain your consent. We may provide notice through a pop-up or banner within the Service, by sending an email to any address you may have used to register for an Account, or through other mechanisms. Material changes to the License Terms will take effect upon the earlier of (a) your actual notice or (b) thirty (30) days from posting of such change. If we make a non-material change to the License Terms which does not reduce your rights, we will post a new version of the License Terms and the new version will take effect immediately upon the date of posting. The latest version of the License Terms will always be available on the websites, so we recommend that you check for updates each time you use the Services. If you continue to use the Services after a new version of the License Terms take effect, then you shall be considered to have accepted the latest version of the License Terms (other than for those material changes where your consent is required).