I. General  

This agreement (hereafter „Agreement„) is a contract between you and Sphery Ltd, governing your use of the Sphery game license, the Sphery online network, Sphery games, Sphery SDK all of its components (e.g., the source code) and content (e.g., graphical or musical content), related applications, software, their associated upgrades, patches, and updates and related services which gets provided by Sphery or will be provided by Sphery in the future, unless the expansion is governed by a separate agreement. If an expansion to any Sphery game is governed by a separate agreement, you will be explicitly asked to agree to the separate agreement. If you are a minor (below the legal age of majority in your country), please have the Agreement reviewed and agreed to by your parent or legal guardian.

 2. Application of a distributor’s terms and conditions

We generally use our online shop, the Sphery Sales Team, the services of a distributor or reseller to market our Sphery games and the Sphery SDK. The distributor / reseller usually has its own terms and conditions governing your use of its services and the distribution of software via its services to you. If there is anything in the distributor’s /reseller’s terms and conditions that overlaps with the legal matters regulated in this agreement, the distributor’s terms and conditions take precedence unless they provide that this Agreement between you and Sphery applies preferentiall.

 3. Health and safety warning. 

a) Due to its mixed-reality nature, Sphery games can be physically challenging. Please consider your state of health before you start playing. If you have any doubts, consult a physician. Take breaks regularly and stay hydrated.

b) If you are wearing a Heart Rate Sensor please be aware that the heart rate monitoring system may be faulty. Excessive exercise can lead to dangerous injuries or death. If your performance decreases abnormally, stop exercising immediately.

c) Please be careful and mindful of your environment when playing games of the Sphery game network. Always make sure there is enough space for you to play safely and that there are no obstacles or dangerous objects around you.

d) If you are a minor (below the legal age of majority in your country), please have the health and safety concerns checked by your parent or another responsible adult person before you start to play Sphery games or using the Sphery SDK.

e) Please note that you bear responsibility for your actions while you play the Sphery game. We do not take responsibility for any injury or damage caused by your actions while playing the Sphery game or using the Sphery SDK.

4. License terms and ownership.

a) We give you the right to use Sphery Games to the extent of downloading it, installing it, and playing it for your personal non-commercial enjoyment. We also give you the right to use the Sphery Software Development Kit (SDK) to the extent of downloading it, installing it, and programming your own games for your personal non-commercial enjoyment.

b) You may not do the following with Sphery games and the Sphery SDK: 

• • use Sphery Games or the Sphery SDK for commercial purpose (including e-sport and similar events) without our prior consent or unless specifically permitted in this Agreement;
  • grant a sublicense to another person; 
  • copy Sphery Games or Sphery SDK, apart from creating copies necessary to run Sphery Games on your gaming device;
  • sell, rent, lease or otherwise distribute Sphery Games, the Sphery SDK or games created with the Sphery SDK;
  • edit, merge, distribute, translate, reverse engineer, decompile, disassemble Sphery Games unless specifically permitted in this Agreement, by our prior consent, or by the mandatory rules of the applicable law; 
  • cheat, willfully exploit bugs or glitches, willfully harass or grief other players, or utilize any software or other means to do any of the aforementioned activities in Sphery Games or the Sphery SDK;
  • bypass or remove any measure preventing misuse of Sphery Games, or the Sphery SDK;
  • misuse Sphery Games or the Sphery SDK in any way contrary to the applicable law, including good morals rules.  

c) We retain all ownership rights to all Sphery games, the Sphery SDK and the Sphery game network. No proprietary right is assigned to you via this agreement. 

d) We reserve the right to provide or unilaterally deploy patches, updates, and other modifications to Sphery Games and the Sphery SDK in order to remove or correct a bug, glitch or other issue, to prevent misuse of the game or breach of this Agreement, or to enhance the gameplay (e.g., provide you with additional content).

e) Be considerate and polite while using any online feature of the Sphery Games and the Sphery SDK, especially when communicating with other players. Do not choose a rude or offensive username or any username infringing rights of others, especially personal rights. If you do this, we reserve the right to take the appropriate measures, e.g., change your username, block your access to the online feature of the Sphery Game, the Sphery SDK and the Sphery Game network, or suspend or block your access to the Sphery Game, the Sphery SDK and the Sphery Game network.

5. Liability

a) We grant you all the rights under this Agreement to the Sphery Games and the Sphery SDK “as is” and “as available”. This means that we do not grant you any guarantee that Sphery Games or the Sphery SDK work without any bugs, glitches, or other issues. As far as the applicable law permits, we do not take any responsibility or liability for the Sphery Games or Sphery SDK having any bugs, glitches, or other issues.

b) We warrant to you that we have the right to conclude this Agreement with you and that we have the right to grant you the rights under this Agreement (namely the license to use Sphery Games or the Sphery SDK).

c) To the fullest extent permitted by the law, Sphery Ltd shall not be liable to you for any costs, expenses, loss, or damage (whether direct, indirect, or consequential and whether economic or other) arising from your use of the rights granted to you under this Agreement.

6. Term, Termination and effect of termination

This Agreement is valid for one year and without notification by either party of the termination at the end of the agreement period the Agreement shall automatically be renewed for another Agreement period of one year.

If you materially breach this Agreement, we have the right to terminate the Agreement without any notice period. If it comes to this, you will lose all the rights granted by this Agreement, namely the right to use Sphery Games or the Sphery SDK.

If either party terminates this Agreement with a notice period of three month before the end of the Agreement period, you will not receive any updates and/or support anymore. You may, however, further use the Sphery Game itself in the version at the time of the termination without connection to the Sphery online network. Your account will be deleted from our system.

7. Governing law and dispute resolution

a) This Agreement, your use of Sphery Games, the Sphery SDK  and all claims based on, arising from or related to this Agreement or its execution, including rights and obligations regarding compensation of damages caused by a breach of this Agreement or rights and obligations regarding any unjust enrichment incurred in relation to this Agreement, shall be exclusively governed by and enforced in accordance with the material laws of Switzerland (excluding conflict-of-law rules), including its statutes of limitations

b) Any dispute pertaining to this agreement shall be judged and resolved exclusively by the courts of Switzerland. 

8. Changes and amendments

a) We reserve the right to make changes to this agreement. In such case, we will post the changes and amended text of the agreement online and take reasonable steps to draw your attention to it.

b) The changes shall come into effect (become legally binding) 30 days after we post the amended agreement online unless a longer period is stipulated in the amendment. If you do not agree to the changes, you can terminate this Agreement by simply ceasing to use Sphery Games or the Sphery SDK (including deleting any copy installed on your gaming device). If you continue to use Sphery Games or the Sphery SDK after the changes have come into effect, it shall be construed that you agree to the amended agreement in its entirety.

9. Other legal matters

a) You may not assign this agreement or any of the rights granted in the agreement to another person.

b) Nothing in this Agreement constitutes or is to be construed to create a partnership or joint venture between Sphery Ltd and you.

c) In as much as the applicable law permits, the provisions of this agreement shall be interpreted to the fullest extent expressed in this agreement. If any of the provisions of this agreement is deemed to be void, inapplicable, or unenforceable, the remaining provisions shall not be affected.

10. Contact

If you have any questions, comments or feedback, you can contact us at info@sphery.ch. 

Sphery Ltd.

Industriestrasse 26

9434 Au (Switzerland)