inplace.design
Terms of use
Updated: 2022 August 9th
1. General
Inplace design (hereinafter Inplace.design we, us, our as applicable)
Our Terms of Use includes two agreements the End User License Agreement & the Privacy Policy (these terms). You agree to be bound by these terms and by pressing Agree, Proceed, Download or similar button or marking I agree check box as checked in our 3d Experiences, you agree that you have read, understood, and agree to be bound by these terms.
If you do not agree to these terms you are not allowed to use, store or hold a copy of our 3d experiences.
If you do not agree to these terms please press Cancel or similar button in the 3d Experience, uninstall and delete all copies of the data we provided or you downloaded from us. Please delete it from your computer, hard-drive and any other storage media where it was stored.
2. Definitions

3d Experience
3d experience is the App, Game, Software program or similar content that you downloaded or is running on our website and which was made by Inplace.design
Computer
Computer means your Personal Computer, Server, Laptop, Tablet, Phone or any other device that is able to be used to run, enjoy or store the 3d experience.
Inplace.design
Inplace.design / inplace design is a brand owned by Micah Ishikawa and which is planned to be incorporated as a company. When we use terms such as we, us, our, we either refer to Inplace design as a company (if it was already incorporated) or to the Inplace.design brand and Micah Ishikawa (if not yet incorporated).
Licensed Technology
The 3D Experience we provided uses Unreal Engine
Licensed Technology means, technology licensed to Inplace.design under an Agreement with Epic includes all Unreal Engine code and related content that is copied to Inplace.design’s computer when we installed Unreal Engine. This includes Engine Code, Examples, and Starter Content.
You
You, your, refers to you as an end user of our 3D Experience or if used as an employee of a company then you refers to the company you work for. If used as an employee of a company, then you warrant that you have the right to bound yourself and the company that you work for into this agreement. 
3. Limited license

3.1 The 3d Experiences are licensed not sold.
3.2 License Grant
If you accept all of these terms, we grant you a non-transferable, non-sublicensable, limited license to try our 3d experiences for 30 days, only in machine-readable, object code form.

3.3 Screen captures
Our 3d experiences and your Operative System may have a feature to create high quality screenshots of the experience. You are allowed to try the feature but please do not use or distribute the images without prior consent from us.
3.4 No commercial use
The 3d Experiences were delivered to you only as a sample and no commercial use or public display is allowed. After the 30 days please uninstall and delete all copies of the data from your computer, hard-drive and other storage media.
3.5 Reseller Rights
If you are our Authorized Reseller or Partner with duly signed Reseller or Partnership agreement you may have additional rights not mentioned in this agreement. All Distributors are required to sign a written agreement with us that protects our software and our licensors software such as NVIDIA GameWorks Licensed Software. If you would like to act as our Authorized Reseller or Sales Partner, please contact us to know more.
3.6 Additional terms related to Unreal Engine
The 3D Experience uses Unreal Engine the terms related to the Engine part of the 3D Experience is as follows:
You agree that, when Inplace.design Distributes a 3D Experience, Inplace.design may permit end users (you) to use, reproduce, display and publicly perform the Licensed Technology, solely (1) as incorporated in the 3D Experience in object code as an inseparable part of the 3D Experience, (2) to the extent necessary for end users (you) to make permitted uses of the Product, and (3) pursuant to an end user license agreement that explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Technology. 
You are not allowed and Inplace.design may not permit the end users (you) to incorporate any Licensed Technology into their own products, services, or other projects.
4. Intellectual Property

4.1 This 3D experience is protected by copyright laws
The 3D Experience is copyrighted and protected by copyright laws of Japan, USA and other countries.

4.2 Ownership by inplace design
Subject to the rights of NVIDIA and its licensors in Section 4.3 below, inplace.design and its licensors are the exclusive owners of and hold all right, title and interest in and to the Games, Demos, 3D Experiences, other applications and Derivative Works thereof, including all Intellectual Property Rights therein.

4.2 Ownership by NVIDIA
NVIDIA and its licensors are the exclusive owners of and hold all right, title and interest in and to the NVIDIA GameWorks Licensed Software, and all portions of any Derivative Works thereof that consist of such NVIDIA GameWorks Licensed Software, and all Confidential Information that NVIDIA provided.


4.4   Reservation of Rights. 
NVIDIA and its licensors reserve all rights not expressly granted to You hereunder with respect to the NVIDIA GameWorks Licensed Software and those portions of any Derivative Works thereof that consist of NVIDIA GameWorks Licensed Software, and all Intellectual Property Rights associated therewith.

4.5   Ownership of Trademarks. 
The trademarks, trade names and, logos mentioned in this agreement (such as inplace.design, Epic, Unreal Engine, NVIDIA, NVIDIA GameWorks) are owned by their respective owners.

5. Prohibited use and additional restrictions

5.1 No Copying or Distribution
We do not permit you to copy, combine or Distribute (included but not limited to copying, renting, leasing, selling, sub-licensing) the 3D Experience. In particular we do not permit you to copy, combine or Distribute or otherwise use the 3D Experience or the Licensed Technology with any code or other content which is covered by a license that would directly or indirectly require that all or part of the Licensed Technology be governed under any terms other than the terms in the Agreement between Inplace.Design and Epic.
5.2 Only lawful use
As a user, you warrant that your use of the 3D Experience does not violate any applicable laws or regulation.
5.3. No Reverse Engineering
Reverse engineering, decompiling, disassembling, or trying to find out the source code is strictly prohibited.
5.4 No competitive analysis or benchmarking
The limited license mentioned in 3.2 is given with the intent that a potential client, collaborator, authorized reseller, advisor or media production teacher may try the content on their own computer and see the quality we can produce. The 3d Experience is not to be used for competitive analysis or performance benchmarking.
5.5 Additional restrictions related to NVIDIA GameWorks Licensed Software
We will reproduce faithfully, and we require our Distributors to reproduce faithfully, all of NVIDIA's and its licensors' copyright and proprietary notices on any copies we and our Distributors make of the NVIDIA GameWorks Licensed Software, whether in Demos, Games or other applications.  You agree that You will not:  (a) copy, modify, translate or otherwise create any Derivative Works of any of the NVIDIA GameWorks Licensed Software, except as expressly permitted in a signed, written Agreement with us; (b) remove, alter, cover or obscure any proprietary notice that appears on or with the NVIDIA GameWorks Licensed Software or any copies thereof; (c) use the NVIDIA GameWorks Licensed Software or any Derivative Works thereof, or allow its use, transfer, transmission or export in violation of any export control laws or regulations administered by the United States government; (d) distribute, permit access to, or sublicense the NVIDIA GameWorks Licensed Software or any Derivative Works thereof as a stand-alone product or without substantial value-added content or (e) use the NVIDIA GameWorks Licensed Software in any manner that would cause the NVIDIA GameWorks Licensed Software to become subject to an Open Source License.  "Open Source License" includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that the NVIDIA GameWorks Licensed Software be (i) disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no charge.
6. Transfers
6.1 You are not allowed to assign or transfer the license or this agreement to a third party. If you believe there is a third party that would be interested to try the 3D Experiences, please contact us. 
6.2 Inplace.design reserves the right to transfer or assign this agreement. Such transfer might happen due to incorporation, merger, business reorganization, or business acquisition.

7. Feedback
7.1 You may choose to provide us feedback such as suggestions regarding the 3D Experience, our website, images or other content developed or licensed by us.  You give us a world-wide, non-exclusive, royalty-free license to use such feedback in any way and for any purpose (including but not limited to commercial purposes) completely free of charge and without any payment or royalties to you or any third party. 
7.2 For any feedback that you provide, you warrant that you have the right to give the above rights to us.

8. Limited liability
8.1 The 3D Experience uses Unreal Engine and NVIDIA GameWorks Licensed Software and we explicitly disclaim any representations, warranties, conditions, and liabilities related to the Licensed Technology and NVIDIA GameWorks Licensed Software.

8.2 DISCLAIMER OF WARRANTIES.
The 3D Experience is provided as is with all possible faults and bugs. Please use the 3D Experience at your own risk. While our development workstations are expected run virus protection software, we do not guarantee that the 3D Experience is free of bugs, errors or viruses.
 
THIS 3D EXPERIENCE IS PROVIDED TO YOU BY INPLACE.DESIGN (AND ITS SUPPLIERS/LICENSORS) “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND.  INPLACE.DESIGN (AND ITS SUPPLIERS/LICENSORS) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION OF TITLE OR, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), NON-INFRINGEMENT, CUSTOM OR USAGE IN THE TRADE.

8.3 Limitation of Liability
INPLACE.DESIGN WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY  (A) INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, (B) LOST PROFITS, LOST BUSINESS OR LOST OR CORRUPTED DATA, OR (C) COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, TECHNOLOGY, GOODS OR SERVICES, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF INPLACE.DESIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
IN NO EVENT WILL INPLACE.DESIGN's AGGREGATE LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED ONE DOLLAR ($1). 
The parties acknowledge and agree that the exclusions and limitations of liability contained herein reflect the allocations of risk and benefits between the parties and the Fees paid for the 3D Experience and associated rights hereunder, and accordingly are reasonable and appropriate in the circumstances.
You agree to defend and hold harmless inplace.design form all costs, damages, liabilities and fees including but not limited to it’s contractors, employees, directors, shareholders and licensors related to your use of the the 3D Experiences. 
9. Privacy
Your Privacy is important to us. Please read and accept our privacy policy available at
https://inplace.design/privacy

10. Waiver
Waiver by either party will not waive the provision itself and we expect strict performance thereafter.

11. Changes
Inplace.design reserve the right to update this agreement from time to time and post a new version to our website. When the agreement is updated we will update the date at the beginning of the agreement. Please review this agreement periodically.

12. Entire agreement
12.1 This is the entire agreement to the subject matter hereof and will supersede all understandings and agreements whether oral or written.

12.2 This agreement is made in English language and if we provide translated versions, those versions are provided only for convenience. In case of any difference between any translated version and this English version the English version will supersede over such translations.

12.3 All titles and headings are for convenience and are not meant to be used for interpreting this agreement.

13. Term and Termination
13.1 This agreement is valid and in full force when you click I Agree, Proceed, Download or similar button or marking “I agree check box” as checked in our 3d Experiences.
13.2 If any part or provision of this agreement is deemed void under the applicable law it does not invalidate the whole agreement but such provision will be replaced with additional terms that are valid under the applicable law and that represent the original intent as closely as possible.
13.4 You can terminate this agreement by stopping to use our 3d Experiences and deleting all the data from your computer.
13.5 If you break any provision of this agreement, your limited license to try our 3D Experienced expires immediately and you agree to stop the usage and delate all the data from your computer without delay. 

13.6 All provisions that by their nature are meant to survive the termination will survive it.

14. Applicable Law
14.1 This agreement is interpreted under Japanese Law.
For any claim or dispute related to 3D Experiences we agree to discuss it in good faith for solving the issue.

14.2 If the parties cannot reach an agreement within 60 days, both parties have the right to bring it to binding arbitration. In such case all disputes, controversies or differences arising out of or in connection with this agreement shall be finally settled by arbitration in accordance with the expedited arbitration procedures of the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Nagoya, Japan. The arbitral proceedings shall be conducted in English.
14. 3 The previous paragraph does not prohibit Inplace.design to bring a dispute to court immediately in any place, country, or jurisdiction if the dispute is related to intellectual property right infringement or rights of ownership.

15. Third Party Technology
Our 3D Experience includes technologies and or software developed by third parties, these technologies are subject to additional license terms. The license terms can be found in the "Third Party Licenses" folder delivered together with the 3D Experience.

By entering into this agreement and or using those technologies, you are accepting the additional terms.
Additional Licenses, Credits and Notices

Unreal Engine
“SUVCarDemo” uses Unreal® Engine. Unreal® is a trademark or registered trademark of Epic Games, Inc. in the United States of America and elsewhere.”
“Unreal® Engine, Copyright 1998 – 2022, Epic Games, Inc. All rights reserved.”

DbgHelp & XAudio
from Microsoft no additional notices

Intel Open Image Denoise
Uses Apache License, Version 2.0, January 2004
Please see the "Third Party Licenses" folder for license terms.

Nvidia Gameworks
Copyright (c) 2019, NVIDIA CORPORATION.  All rights reserved.
Please see the "Third Party Licenses" folder for license terms.

Nvidia Aftermath
All rights, title and interest to all copies of the Software remain with NVIDIA, 
subsidiaries, licensors, or its suppliers. The Software is copyrighted and 
protected by the laws of the
United States and other countries, and international treaty provisions. You 
may not remove any copyright notices from the Software. NVIDIA may make 
changes to the Software, or to items referenced therein, at any time and 
without notice, but is not obligated to support or update the Software. Except 
as otherwise expressly provided, NVIDIA grants no express or implied right 
under any NVIDIA patents, copyrights, trademarks, or other intellectual 
property rights.
All rights, title and interest in the Derivative Works of the Software 
remain with You subject to the underlying license from NVIDIA to the 
Software. You grant NVIDIA an irrevocable, perpetual, nonexclusive, 
worldwide, royalty-free paid-up license to make, have made, use, have used, 
sell, license, distribute, sublicense or otherwise transfer Derivative Works 
created by You that add functionality or improvement to the Software.
You have no obligation to give NVIDIA any suggestions, comments or 
other feedback (“Feedback”) relating to the Software. However, NVIDIA 
may use and include any Feedback that You voluntarily provide to improve 
the Software or other related NVIDIA technologies. Accordingly, if You 
provide Feedback, You agree NVIDIA and its licensees may freely use, 
reproduce, license, distribute, and otherwise commercialize the Feedback in 
the Software or other related technologies without the payment of any 
royalties or fees.
Nvidia GeforceNow
Copyright (c) 2019, NVIDIA CORPORATION.  All rights reserved.
Please see the "Third Party Licenses" folder for license terms.

Nvidia GeforceNow includes Protocol Buffers version 3.1.0
Copyright 2014, Google Inc.  All rights reserved.

OggVorbis
Copyright (c) 2002-2004 Xiph.org Foundation
Please see the "Third Party Licenses" folder for license terms.

Vorbis Quality Improvements
aoTuV - Copyright (c) 2003-2008 Aoyumi
libvorbis - Copyright (c) 2002-2008 Xiph.org Foundation
Please see the "Third Party Licenses" folder for license terms.

OpenVR
Copyright (c) 2015, Valve Corporation
All rights reserved.
Please see the "Third Party Licenses" folder for license terms.

OpenXR
Uses Apache License, Version 2.0, January 2004
Please see the "Third Party Licenses" folder for license terms.

PhysX3
Copyright (c) 2018 NVIDIA Corporation. All rights reserved.
Delivered under, custom agreement between Epic/NVIDIA


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