END-USER TERMS OF USE FOR READY PLAYER ME
Last amended on November 28, 2023
Ready Player Me OÜ (“Ready Player Me”, “we”, “us” or “our”), is the owner and operator of the Ready Player Me platform (“Platform”).
1. ESSENCE OF THE PLATFORM AND SCOPE OF THE TERMS
1.1. The Platform is an online tool that enables you (“User” or “you”) to create an avatar based on a selfie of you or, if you wish, without a selfie (“Avatar”).
1.2. The following terms of use (“Terms”) will apply exclusively to the current and future contractual relationships between Ready Player Me and you as regards to your use of the Platform and any of the services, including creating the Avatar, accessible through the Platform (“Services”).
1.3. Please read these Terms carefully before you use our Services as they affect your rights and liabilities and constitute an agreement between you and us.
1.4. The Platform software is created, owned and operated by Ready Player Me.
2. DEVELOPER’S APPLICATION
2.1. Please take note that (depending on from where you access the Platform) the Platform may be framed or integrated into one of our developers’ applications (“Developer” and “Developer’s Application”).
2.2. These Terms apply only to your use of the Services (and the Platform) as framed or integrated but not to usage of any of the sites and services provided by the Developer or any other third party.
3. ACCEPTANCE OF THE TERMS
3.1. It is essential that you thoroughly read, understand and accept the Terms as well as the Privacy Policy of the Platform. If you are unwilling or unable to comply with the Terms, then you are not authorised to use the Platform and access any of the Services and content available via the Platform.
3.2. By accepting the Terms, you confirm that you have read the Terms, that you understand it, that you agree to be bound by it and that you are at least 16 years old. Bear in mind – the Terms are obligatory and legally binding to all Users. If you do not agree to these Terms, you may not use the Services (including the Platform) in any manner. Also persons under 16 years old are not allowed to use the Platform.
3.3. By accepting the Terms, you and Ready Player Me enter into an agreement of unspecified term under which you have the right to use the Services. Policy for cancellation of the Services and the agreement is provided in clause 18.1 of the Terms.
3.4. After accepting the Terms you can always read them again at the Platform.
4. STARTING TO USE THE SERVICES
4.1. To gain access to the Services, you can either create an account (“Account”) or continue without creating the Account. However, if you do not create the Account, some functionalities of the Platform and the Services may be limited.
4.2. To create the Account, you need to enter your e-mail address (and other data, if required). Then we will send you a confirmation e-mail with a link or a code to verify your e-mail address. Once the e-mail address is verified, the Account is successfully created.
4.3. If you do not create the Account but you still wish to get updates about the Platform and to uses of the Avatar, you may provide us your e-mail address, which is voluntary.
5. CREATING AND MAKING THE AVATAR AVAILABLE
5.1. In order to create an Avatar, you must:
a) choose the type and gender of the Avatar (the algorithms for the creation of Avatars for sexes vary slightly);
b) either:
i. take a photo of your face (selfie) using the forward facing camera of your device (for that we request access to your device’s camera) with a neutral facial expression and good lighting or choose an existing photo that meets the same requirements. Also, make sure that your hair (or anything else) does not cover your face. Remove your glasses if you are wearing them. This photo is used as a basis for the Avatar;
or
ii. continue without a photo in which case a standard Avatar is taken as the basis;
c) customise the Avatar (e.g. select hair style, colour, accessories, etc.).
5.2. When customizing the Avatar we do not expect you to enter correct data about your appearance because the Avatar is not meant to be an exact copy of you. We hope that you are creative and let your imagination run its course.
5.3. Once the customization is finished by you, the Avatar data file is created on the Platform.
5.4. Where you are using the Platform via the Developer’s Application, you hereby give us authorisation to make the Avatar available to the respective Developer so it can be used in the Developer’s Application.
5.5. You also have a possibility to copy the Avatar to other environments (as and if made possible) and make the Avatar available therein. The respective instructions are given at the Platform and/or in those other environments. Please keep in mind that third-party sites may have their own terms which implementation cannot be controlled by us. We are not responsible for the content of third-party sites and the terms applicable therein. When visiting these sites, we encourage you to read the terms which apply at such sites.
5.6. We keep the right to retain the created Avatar in our server.
5.7. If you have the Account and you created the Avatar while being logged in to your Account, you can later view and modify your Avatar at the Platform by logging in with your Account.
5.8. If you do not have the Account (or if you created the Avatar while not logged in), the Avatar may be (or may not be) available for viewing and modifying on the same device where you created the Avatar as long as you have not deleted the cookies sent by the Platform to your device from creating the Avatar. Once you delete these cookies, you are not able to access your Avatar from the Platform.
6. USE OF NFTs
6.1. If you have a crypto wallet (Metamask wallet or any other wallet provided by a third-party service provider, which is supported by the Platform, as solely determined by us; “Wallet”), you can connect that Wallet with the Platform by following the instructions provided at the Platform or as otherwise provided by Ready Player Me. If you have a non-fungible token in the Wallet that is supported by the Platform (as solely determined by us; “NFT”), you can use the digital image from the NFT (“NFT Item”) at the Platform to customize your Avatar.
6.2. If you are no longer the owner of the NFT, we shall remove the respective NFT Item from the Platform (and any other platforms connected to the Platform), and you can no longer use it.
6.3. The features as described in this clause 6 are only available to the User who has registered the Account.
7. USING THE AVATAR
7.1. Once the Avatar has been created you can use the Avatar in any environment where it is made available, including in the Developer’s Application, to the extent that:
a) the Avatar is not used inappropriately or for any immoral, illegal, abusive or harmful purpose at the sole discretion of Ready Player Me – for example, it is prohibited to use the Avatar for political reasons and/or in the adult entertainment industry;
b) the reputation of Ready Player Me nor the respective Developer’s is in any way harmed or decreased; and
c) other terms and conditions of these Terms have been fully complied with.
7.2. You may use the Avatar for your own personal, non-commercial use.
7.3. You hereby agree that it is at our sole discretion to decide whether any use of the Avatar complies with these Terms or not and in the latter case it is at our sole discretion to request you or the respective Developer to stop the usage of the Avatar. Upon receiving such request, you shall stop using the Avatar immediately.
8. NOTIFICATIONS
8.1. From time to time we may send you notifications via e-mail (if you have given us your e-mail address) to inform you of updates and other important information.
8.2. You can unsubscribe from such e-mails at any time.
9. PAID FEATURES
9.1. The core Services, such as creation of Avatar are free of any fee payable by you to us and at the time we have no intention of changing it. However, we reserve the right to do so in the future as we are entitled to amend the Terms (see clause 12 below). In any case, the usage of the Avatar(s) already created by you shall be free of any fees payable by you to us indefinitely.
9.2. We may in the future, at our sole discretion, introduce other paid Avatar features or customization assets, such as, but not limited to virtual clothing, accessories and makeup for the use of which you must pay a fee for us.
9.3. The Developer may have paid features regarding the use of its platform and the Avatars therein. The charging of such fees and their payment is subject to the agreement entered into between the Developer and you.
10. BRAND CONTENT
10.1. Depending on the Developer, and as and if available, you may have the opportunity to purchase via the Developer’s Application digital assets such as, for example, wearables, decorations, carriables, which carries a certain brand or visual content provided by a certain brand company, and which can be used by you to customise the Avatar, or other type of digital assets related to such brand (“Brand Asset(s)”).
10.2. Such Brand Assets are made available under the co-operation between us and the respective brand company who is the holder of the relevant intellectual property license(s) regarding the respective brand (“Brand Company”) and also under the co-operation between us and the respective the Developer selling the Brand Assets. The relevant terms for the purchase of the Brand Assets are set by the Developer who sells the respective Brand Assets and the agreement for purchase of the Brand Assets is entered into between you and the respective Developer.
10.3. As regards to the Brand Assets and all other information or materials relating to the Brand Company (Brand Assets and the foregoing collectively “Brand Content”), you agree:
a) that you do not reside in any country which is subject to any national or international trade embargo or similar restrictions of law;
b) not to reverse engineer, decompile, disassemble, or otherwise tamper with any security component, usage rules or other protection measures applicable to the Platform and/or the Developer’s Application and will follow all applicable laws in your use of the Platform and the Developer’s Application;
c) not to make use of any Brand Content in any manner that would infringe the rights of a third party, or otherwise use the Platform and/or the Developer’s Application in any manner that infringes the intellectual property rights or other rights of the Brand Company;
d) that you may use the Platform and the Developer’s Application solely for your own personal, non-commercial use;
e) that you are not authorized any sale, resale, reproduction, distribution or promotional use rights for the Brand Content;
f) you are not allowed to use or upload your own avatars or other digital assets (including digital merchandise) that incorporate the Brand Content into the Platform or Developer’s Application;
g) that Ready Player Me or the Developer may, from time to time, remove the Brand Content from the Platform and/or the Developer’s Application without notice and without any liability to you;
h) to remain in good standing;
i) THAT THE PLATFORM AND DEVELOPER’S APPLICATION CONTENT, INCLUDING BRAND CONTENT, SHALL BE PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND FROM READY PLAYER ME, THE DEVELOPER OR THEIR RELEVANT LICENSORS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, READY PLAYER ME, THE DEVELOPER AND ALL LICENSORS OF ITS CONTENT DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE DEVELOPER, NOR ANY LICENSORS OF ITS CONTENT, NOR READY PLAYER ME, WARRANTS THAT THE BRAND ASSETS OR ANY BRAND CONTENT CONTAINED THEREIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
j) THAT NEITHER READY PLAYER ME, THE DEVELOPER, NOR ANY LICENSOR OF ITS CONTENT, WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE DEVELOPER’S APPLICATION OR ANY CONTENT, INFORMATION, MATERIALS OR PRODUCTS PROVIDED BY READY PLAYER ME, THE DEVELOPER OR ITS LICENSORS, INCLUDING ANY BRAND CONTENT EMBODIED IN SUCH BRAND ASSETS MADE AVAILABLE TO THE USER VIA THE PLATFORM OR THE DEVELOPER’S APPLICATION, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES;
k) that the authority conferred with respect to any content, including the Brand Content, is limited with the license granted by the respective content owner or rights’ holder (which in the case of the Brand Content is the Brand Company) and solely in the manner expressly set forth in these Terms and the Developer’s respective terms and conditions. All rights not expressly conferred to the User are specifically reserved solely to the respective content owner or rights holder (which in the case of Brand Content is the Brand Company). You are not authorized or permitted any use of the Brand Content not expressly set forth in these Terms and the Developer’s respective terms and conditions. The rights granted to you do not include the right to alter any of the Brand Content. You shall not edit, change, alter or re-purpose in any way any of the Brand Content.
11. GENERAL RIGHTS AND OBLIGATIONS
11.1. You are obligated to use the Services (and the Platform) only in accordance with the Terms, law and good practice.
11.2. If the Services provided by us are in breach of the Terms, you have the right to use legal remedies provided by the law: (a) require performance of the obligation; (b) withhold performance of an obligation which is due from you; (c) demand compensation for damage; (d) withdraw from or cancel the contract; (e) reduce the price; (f) in the case of a delay in the performance of a monetary obligation, demand payment of a penalty for late payment, unless otherwise provided by the Terms or by the applicable law.
11.3. Any complaint against us can be filed by e-mail to support@readyplayer.me. Such notification must include your name, contact information, date of submitting the notification, description of the complaint and the content of the offered solution of the complaint.
11.4. You undertake not to:
a) use the Services for any purpose that is illegal or prohibited by these Terms, law or good practice;
b) use the Services for any immoral, abusive, harmful or nefarious purpose – e.g. in a way that would cause damage to our software and/or hardware or in a way that would interfere with Services production to other users;
c) not reverse engineer any of the Platform’s software;
d) use the Services in order to damage Ready Player Me;
e) take or use any photos of another person without his or her permission.
11.5. We reserve the right to refuse you the use of the Services. This includes that we reserve a right to end and/or terminate your right to use the Services at any time if you have infringed these Terms or the applicable law in any way or if we investigate such infringement.
11.6. Also, we reserve the right to refuse you the Services via the Developer Application if under the agreement entered into between Ready Player Me and the respective Developer we are entitled to refuse provision of the services to the respective Developer or if such agreement is terminated or expired.
11.7. We have the right to suspend provision of the Services also for maintenance work or due to any data security risk.
12. AMENDMENTS
12.1. Ready Player Me has the right to amend the Terms unilaterally.
12.2. In case of any amendments you shall be notified of such amendments at least 30 days before any amendments enter into force by e-mail; or you shall be notified of the amended terms next time you visit the Platform and they will enter into force when you accept them.
12.3. If you do not accept the amended Terms, you will not be permitted to continue to use the Platform or the Services.
13. UPDATES
13.1. We may automatically update the Platform and change the Services at our sole discretion, including but not limited when we want to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the Platform for these reasons.
13.2. If you choose not to install such updates or if you opt out of automatic updates (if possible) you may not be able to continue using the Platform and the Services.
14. INTELLECTUAL PROPERTY
14.1. The intellectual property rights to the Services, data, methods and processes based on which the Services are produced, including the Avatar itself, shall vest in and remain the sole and exclusive property of Ready Player Me, unless expressly stated otherwise in these Terms.
14.2. Hereby we grant you a non-exclusive, non-transferable, non-sublicensable worldwide license as per the term of the agreement entered into by you and us under the Terms to use the Platform, including the right to customize the Avatar, for your own personal, non-commercial use.
14.3. Hereby we also grant you a non-exclusive, non-transferable, non-sublicensable worldwide license for the full period permitted by law to use any Avatar(s) created by you on the Platform for your own personal, non-commercial use. The use of the Avatar(s) is subject to the conditions of clause 7 of the Terms. The licensing terms regarding the Brand Content are stipulated in the respective Developer's terms and conditions.
14.4. When using our Services, you may give us information, suggestions and feedback regarding the design or performance of the Services (hereinafter collectively as: Feedback). Also, your customization of the Avatar may be considered as an artistic work protected under the applicable copyright law (hereinafter: Work). If any such copyright is created, then you hereby give us a right to use the Feedback and the Work however we choose, including the unrestricted and irrevocable right to use them, in our sole discretion, for our technology, products, services and business. For that, you hereby grant us a non-exclusive, worldwide, transferable license for the usage of the Feedback and the Work with the right to grant sub-licenses and without any restrictions of use to the maximum extent and period permitted by law without receiving any separate remuneration and compensation therefore (as the remuneration is considered to be the right to use the Services). If any such rights may not be licensed under applicable law, you hereby waive and agree not to assert any such rights.
14.5. As regards to any NFT Items, you hereby give us a non-exclusive, worldwide, transferable license for the usage of the NFT Items for the purpose of enabling you to use the NFT Items at the Platform (and other connected platforms, as and if made available) for your personal use. This includes, among other things, that you give us a right to reproduce, distribute, adapt, communicate and create derivative works of the NFT Items. You understand and agree that the NFT Items may be displayed publicly at the Platform and any of the connected platforms. This license is given with the right to grant sub-licenses and to the term of this agreement for the provision of the Services without receiving any separate remuneration and compensation from Ready Player Me (as the remuneration is considered to be the right to use the Services).
14.6. You warrant that you have the right to transfer and/or license the rights to us as stipulated above and this does not entail an infringement of any rights of any third-party. We have the right to remove any NFT Items from the Platform (and any connected platform) if we have a reasonable doubt that you do not have such a right.
15. LIABILITY
15.1. The restrictions on liability in this clause 15 apply to every liability arising under or in connection with these Terms, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.2. Nothing in these Terms shall limit or exclude our or your liability for:
a) damages caused by wilful misconduct or gross negligence;
b) fraud or fraudulent misrepresentation; or
c) any other liability which cannot be limited or excluded by applicable law.
15.3. Subject to clause 15.2 (liabilities which cannot be limited):
a) the Services are provided “as is” and “as available” basis without warranty of any kind, which includes that we do not warrant that the use of the Services shall be uninterrupted or error free nor is any warranty given as to up-time of the Services and the results that may be obtained from the use of the Services; and
b) we shall have no liability to you or any third party for any special, indirect, incidental or consequential loss or damages arising under or in connection with these Terms, including, without limitation, damages resulting from delay of delivery or from loss of profits, data, business or goodwill, however caused and on whatever theory, whether based on breach of contract or warranty, tort (including negligence), the failure or asserted failure of us to perform our obligations hereunder, or otherwise, and whether or not we alleged to have caused such damages have been advised or we aware of the possibility of such damages.
15.4. We are not responsible for the usability and compatibility of the equipment or software used with the Services by you unless we have otherwise expressly stated so. Generally, the Platform is compatible with every up-to-date device with internet connectivity and browser. We are not liable for any third-party software, including the provision of the Wallet service.
16. SUPPORT
16.1. If you want to learn more about the Platform or the Services or have any problems using them please take a look at our support resources at http://readyplayer.me/.
16.2. If you think the Platform or the Services are faulty or misdescribed or wish to contact us for any other reason please e-mail our customer service team at support@readyplayer.me.
17. GOVERNING LAW AND DISPUTE RESOLUTION
17.1. The Terms and the legal relations deriving from it between you and us shall be governed by the laws of the Republic of Estonia (without reference to its choice of law rules).
17.2. If any disputes arise out of or relating to the Terms, we shall attempt to resolve them through negotiations. If the matter is not resolved by negotiations, the Harju County Court located in Estonia shall have the exclusive jurisdiction as a court of first instance of all disputes arising out of or relating to these Terms.
17.3. If you are a consumer, you also have the right to turn to the Committee for Consumer Complaints formed at the Consumer Protection Board (Endla 10A, 10142 Tallinn, Estonia; https://komisjon.ee/et) to reach an out-of-court settlement. This committee solves contractual disputes between consumers and businesses which the parties were not able to resolve by negotiations. Moreover, you may turn to European Commission’s Online Dispute Resolution platform (https://ec.europa.eu/).
17.4. Please take note that we may send data about your usage of the Services to relevant institution in order to comply with any legal or regulatory obligation or request deriving from the law.
18. MISCELLANEOUS
18.1. Legal information. Our legal name is Ready Player Me OÜ and our registered address is Pärnu, Pardi st 2d, 80015, the Republic of Estonia. Our registry code is 12583780 and our VAT number is EE101690623.
18.2. Cancellation by you. You can cancel the usage of the Services (and the agreement for the usage of the Services) any time as follows:
a) if you have the Account, by deleting the Account via the Platform or sending us an e-mail to support@readyplayer.me stating that you want to cancel the usage of the Services;
b) if you do not have the Account, by stopping the use of the Platform and deleting the cookies sent by the Platform from your device. If you have provided us your e-mail, we also ask you to (in addition to stopping the usage of the Platform and deleting the cookies) to unsubscribe from our e-mails.
18.3. Cancellation by us. We may cancel the provision of the Services (and the agreement for the usage of the Services) by giving such notification 30 days prior on the Platform or by e-mail (if we have your e-mail address).
18.4. Survival. Cancellation of the agreement shall not affect your right to keep using the Avatar(s) already created on the Platform and obligation to follow the rules for using it – as such, the clauses 6 and 14.3, as well as clause 14.4 shall survive the cancellation of the agreement between you and us.
18.5. Your privacy. We only use your personal data as described in our privacy policy https://readyplayer.me/privacy.
18.6. Indemnification. You agree to indemnify Ready Player Me, its directors, consultants, employees and its partners against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or not directly arising from the your use of the Services or from the your violation of the Terms or the applicable law.
18.7. Severance. If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
18.8. Transfer of agreement. We may transfer our rights and obligations under the Terms to another organization, entity or person. We will let you know if this happens (if we have a way of contacting with you) and we will ensure that the transfer will not affect your rights under the Terms.
18.9. Waiver. No failure or delay by us to exercise any our right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.10. No third party rights. Unless it is expressly stated otherwise, these Terms do not give rise to any rights to third parties to enforce any provision of these Terms.
18.11. Entire agreement. These terms constitute the entire agreement between you and us for the use of the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
