End-User Licence Agreement — Ugokami Rig and Ugokami Studio

Version of [DATE]

This agreement says what you may do with Ugokami Rig and Ugokami Studio. By installing or using either of them, you accept it. It is written to be read: where a sentence could mean two things, the meaning most favourable to the consumer applies. If the French and English versions differ, the one more favourable to you applies.

1. Who we are

Ugokami Rig and Ugokami Studio are published by [NOM ET PRÉNOM] EI, a French sole trader (entrepreneur individuel), SIRET [SIRET], [ADRESSE], phone [TÉLÉPHONE]. Contact: contact@ugokami.com. In this agreement, "we" means the publisher.

The subscription is sold by Polar (Polar Software, Inc., 3500 South DuPont Highway, Dover, DE 19901, US), acting as reseller ("merchant of record"): Polar sells you the subscription, takes the payment, issues the invoice and handles VAT. Its terms of sale (https://polar.sh/legal/checkout-buyer-terms) apply to the purchase; this agreement applies to the use of the software and to the licence, which we grant you.

Polar's terms reduce neither the rights the law gives you nor those this agreement grants you: our refund commitments come on top of them.

2. What is free, what is paid

• Ugokami Studio is entirely free. It opens exported models (.vtpack files) and animates them live. It does not open Ugokami Rig's working files (.vtm).
• Ugokami Rig is free to use: import your artwork, rig it, save and reopen your working files.
• Exporting a model (a .vtpack file) from Ugokami Rig needs an active subscription. Testing a rig live is also done through an export, opened in Ugokami Studio.

3. The subscription

• Two plans.
  • Monthly: a contract with no minimum term, paid every month in advance until you cancel it; you may cancel at any time, with no fee and no notice; cancellation takes effect at the end of the month already paid for.
  • 12-month pass: paid once, for twelve months, with no automatic renewal. There is nothing to cancel: at the end of the twelve months, export closes; to carry on, you buy a new pass, with a new key.
• Price. The price is the price including taxes, in euros, shown on the checkout page on the day of the purchase. Payment is taken in euros; if your card is not in euros, your bank may add currency conversion fees.
• We may change prices for new purchases. The price of your running monthly subscription does not change for as long as you do not cancel it.
• One subscription, one person, one installation at a time. Your licence key activates on a single installation of Ugokami Rig at a time, which you use yourself: an installation is one Windows account on one computer. Do not share it and do not resell it. Ugokami Studio needs no key.
• Moving the key. To move to another computer or another Windows account, first give back the old installation's seat: "Forget this key" (the Subscription button, at the top of Ugokami Rig), on the installation you are leaving, while it is online. The key is forgotten there only once Polar has confirmed the seat is given back; offline, it stays there, and so does export. You can also remove the old activation from your Polar customer area (https://sandbox.polar.sh/ugokami/portal). Uninstalling Ugokami Rig, deleting the %APPDATA%\Ugokami folder or reinstalling Windows does not give the seat back: use "Forget this key" first. While the key is active elsewhere, Ugokami Rig refuses to activate it and tells you how to move it. If the old installation is no longer available, remove its activation from your customer area or write to us: we free it.
• Never show your key on screen (stream, screenshot): it can be used to find your name, e-mail address and billing address at our reseller.
• Online check. The key is activated once online, with Polar and then with our licence server: the server checks the key with Polar and gives Ugokami Rig a signed certificate, tied to this installation, which opens export until the end of the paid period known. Activation therefore needs both Polar and our server to answer; if either does not, it waits, and Ugokami Rig tries again. The key is then checked again by our server at least once a week at start-up, at every start-up while the key is not confirmed, and every 10 minutes while export is locked during a session; every successful check renews the certificate. If the check cannot be made (no Internet, an outage of our licence server, an outage or a change of our provider), export stays open until the end of the paid period known at the last successful check: for the 12-month pass, its end date, plus 3 days' tolerance; for the monthly subscription, 30 days after that check. Only an answer from the provider about the key itself, received directly or through our server, closes export earlier: the key revoked (the subscription ended, or a refund), disabled or expired, or the key moved to another installation (this one's seat given back, then taken elsewhere).
• Rescue code. If the online check becomes impossible for good (our provider closed, for instance), write to us with the installation identifier shown in the Subscription window and the e-mail address of the purchase (or the order number); do not send us your key. We send you a rescue code, tied to your key and to that installation, which unlocks export with no connection until the end of your paid period.
• Cancelling the Monthly plan, at any time, from your Polar customer area: Cancel your contract; or by writing to contact@ugokami.com. It takes effect at the end of the month already paid for; export stays open until then.
• Failed payment. If a payment fails, Polar tells you and tries again; without settlement within 14 days, export closes, then the subscription is cancelled if the payment does not go through. Models you have already exported stay readable.
• If you are under 18, ask a parent's permission before you subscribe.
• Withdrawal. You have 14 days after the purchase to withdraw. Before you activate your key, Ugokami Rig asks you to tick a box by which you ask to export right away and acknowledge that you lose your right of withdrawal; it then saves, and shows you, a dated text file that confirms your consent: Documents\Ugokami\Confirmation-activation-YYYY-MM-DD.txt ("-2" is added to the name for a second confirmation on the same day). Keep it. From activation on, the right of withdrawal no longer applies (French Consumer Code, article L221-28 13°). As long as the key has not been activated, you are refunded in full on request within 14 days of the purchase: Withdraw from the contract here ([URL_RETRACTATION]), or any clear statement sent by e-mail to contact@ugokami.com, by post or to Polar. You can also exercise your right of withdrawal online at [URL_RETRACTATION]. If you use this online function, we will send you, without delay, an acknowledgement of receipt of the withdrawal on a durable medium (for example, by e-mail), including its content and the date and time it was submitted. The details and the form are in our withdrawal and refund policy (https://ugokami.com/legal/refunds/), which also ships with the software.

4. When the subscription ends

• A .vtpack file carries no expiry date and Ugokami Studio checks no subscription: it only checks, on the computer that opens the file and with no connection, the signature made at export (below). Your exported models remain yours and keep opening in Ugokami Studio after the subscription ends. No update of Ugokami Studio will make a .vtpack exported with your subscription unreadable. Keep Ugokami Studio's installer.
• The signature of exports. Every exported file carries a signature tied to the installation of Ugokami Rig that wrote it: that installation's certificate, the date of the export and a signature made by the installation. It shows that the file was exported during a paid period and has not been changed since. It contains neither your name, nor your e-mail address, nor your key (the details are in section 2 of our privacy policy).
• Ugokami Rig stays free to use and your working files still open. Only exporting new models needs a subscription again.
• To change an exported model, start again from your .vtm file and export it again: this needs an active subscription. Keep your .vtm files.

5. Your creations are yours

• Your artwork, rigs, models and exported files belong to you. We claim no right over them and we have no access to them: they stay on your computer.
• You may use your exported models as you wish, commercially included: stream them live (monetised streams included), give them away or sell them. Whoever receives an exported model opens it in Ugokami Studio for free.
• You must hold the rights to what you import (another artist's drawing, a licensed character) and you are responsible for what you stream.

6. What the licence allows, and what it forbids

We grant you a personal, non-exclusive, non-transferable right to install and use Ugokami Rig and Ugokami Studio on your devices, for private or professional use, for as long as this agreement lasts. The software remains our property (or that of the third parties named in section 8): you receive a right to use it, not the software itself.

Except within the limits the law expressly grants you (French Intellectual Property Code, article L122-6-1: backup copy, observing how the software works, decompiling where needed for interoperability), you may not:

• decompile, disassemble, decrypt or modify the software;
• circumvent, disable or deceive the licence check or the technical measures that protect the software, the licence file, the licence certificates and exported files (encryption and signature), or help anyone do so;
• resell, rent or distribute the software or a licence key, or offer them to others as a service;
• remove copyright or licence notices.

7. (Section removed)

8. Third-party components

The software contains open-source components: the Redot engine (a fork of Godot), ONNX Runtime, the MediaPipe models and Spout2, among others. Each stays under its own licence, whose text is in the THIRD_PARTY_NOTICES.txt file installed with the software and in its About window. For those components, their licence prevails over this agreement.

Face tracking also ships with Microsoft's Visual C++ runtime libraries (msvcp140.dll, vcruntime140.dll and their variants, in the tracking module's folder), which Microsoft allows to be redistributed with an application. They are not open source: they remain the property of Microsoft Corporation and its suppliers, you may use them only with our software, and the restrictions of section 6 apply to them as to the rest of the software.

9. Updates and security

We publish updates free of charge to fix defects, maintain security and compatibility (Windows, drivers, OBS), meet a legal obligation, change payment or licensing provider, or add features. Security fixes are free for both programs, with or without a subscription, on the latest version, at least until [FIN DU SUPPORT]. An update that removes or degrades a paid feature is announced to you by e-mail at least 30 days in advance, with its date; you may refuse it and keep the previous version, whose installer stays available for download, or cancel at no cost within the 30 days and be refunded the unused part. An update related to the licence check never closes export during a paid period.

A vulnerability in Ugokami Rig or Ugokami Studio? Write to contact@ugokami.com, subject "SECURITY", with the version and the steps to reproduce it. Acknowledgement within 5 working days, then news until the fix. Security fixes are free, subscription or not, until [FIN DU SUPPORT]. Please publish nothing before the fix or before 90 days. Advisories are published at https://ugokami.com/security/.

10. Warranty and liability

• You benefit from the legal guarantees, in particular the legal guarantee of conformity for digital content and services (French Consumer Code, articles L224-25-1 to L224-25-31) and the guarantee against hidden defects. This agreement does not reduce them. They are owed by the publisher, [NOM ET PRÉNOM] EI, [ADRESSE], whom you can reach at contact@ugokami.com or on [TÉLÉPHONE].

Legal guarantee of conformity

The consumer is entitled to have the legal guarantee of conformity applied when a lack of conformity appears within twelve months of the supply of the digital content or digital service for the 12-month pass, and throughout the subscription, until the end of the last month paid for, for the Monthly plan. Within that time, the consumer only has to establish that the lack of conformity exists, not when it appeared.

The legal guarantee of conformity entails the obligation to supply all the updates needed to keep the digital content or digital service in conformity for twelve months for the 12-month pass, and throughout the subscription for the Monthly plan.

The legal guarantee of conformity entitles the consumer to have the digital content or digital service brought into conformity without undue delay after the request, free of charge and without significant inconvenience to them.

The consumer may obtain a price reduction while keeping the digital content or digital service, or may end the contract and be refunded in full against giving up the digital content or digital service, if:

1° the professional refuses to bring the digital content or digital service into conformity;

2° bringing the digital content or digital service into conformity is unjustifiably delayed;

3° the digital content or digital service cannot be brought into conformity without costs imposed on the consumer;

4° bringing the digital content or digital service into conformity causes significant inconvenience to the consumer;

5° the lack of conformity of the digital content or digital service persists despite the professional's unsuccessful attempt to bring it into conformity.

The consumer is also entitled to a price reduction or to the termination of the contract when the lack of conformity is so serious that it justifies an immediate price reduction or termination. The consumer then does not have to ask for the digital content or digital service to be brought into conformity first.

Where the lack of conformity is minor, the consumer is entitled to cancel the contract only if the contract does not provide for the payment of a price.

Any period during which the digital content or digital service is unavailable in order to be brought back into conformity suspends the remaining guarantee until the digital content or digital service is supplied in conformity again.

These rights result from articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.

A professional who obstructs in bad faith the application of the legal guarantee of conformity is liable to a civil fine of up to 300,000 euros, which may be raised to 10% of the average annual turnover (article L. 242-18-1 of the French Consumer Code).

The consumer also benefits from the legal guarantee against hidden defects under articles 1641 to 1649 of the French Civil Code, for two years from the discovery of the defect. This guarantee gives the right to a price reduction if the digital content or digital service is kept, or to a full refund against giving it up.

• The technical requirements (minimum configuration, webcam, the obs-spout2 plugin for OBS) are on the sales page, before the purchase. Ugokami Rig is free: try importing and rigging on your machine before you subscribe. Testing live (webcam, OBS) goes through an export, so through the subscription. If a problem arises, you agree to help us, as far as is reasonable and in the least intrusive way, check whether it comes from your configuration (French Consumer Code, article L224-25-16).
• We are not liable for damage that comes neither from the software nor from a failure on our part: an outage of your Internet connection, a problem with your hardware or drivers, third-party software you install yourself (OBS, phone applications), the content of your streams. Keep copies of your working files.
• If activating or checking your key becomes impossible, or if export closes while your paid period is still running, for a reason that does not lie with you (an outage, an error or a change of our payment and licensing provider, an outage of our licence server), we reopen export within 30 days, with a free update or a rescue code (section 3); failing that, we refund you ourselves the paid part of the period concerned. This comes on top of your legal rights and does not reduce them.
• Nothing in this agreement limits our liability where the law forbids it, including for personal injury or gross or intentional misconduct, nor liability for defective products. If you use the software as a business (not as a consumer), our liability is limited to what you paid for the subscription over the last twelve months.

11. Duration and termination

• This agreement lasts for as long as you use the software. You may end it at any time by uninstalling the software (and cancelling your monthly subscription if you have one).
• If you break an essential term of this agreement (circumventing the licence, sharing or reselling a key), we first send you a formal notice by e-mail: it says what is wrong, asks you to stop and warns you that the key will be deactivated. You have 15 days to put it right or answer us. Only then may we deactivate the key: we tell you so, with the reason, the subscription is cancelled, the unused part of the paid period is refunded to you, models you have already exported stay readable, and you may dispute the decision with us, then turn to the consumer mediator (section 14).
• If we decide to stop selling, we tell you by e-mail at least 30 days in advance; subscriptions are no longer renewed and the unused part of the paid period is refunded to you. If stopping is forced on us (for instance by the closing of the store), we tell you as soon as we know and refund you the same way.
• Stopping sales stops neither the security fixes (free until [FIN DU SUPPORT]) nor our duty to report vulnerabilities. Before we cease trading, we inform the market surveillance authority and the users.
• The last published version of Ugokami Studio keeps opening your exported models, with no connection and no subscription, and Ugokami Rig your .vtm files. Their installers stay available for download.

12. Personal data

See our privacy policy, installed with the software and published on the sales page (https://ugokami.com/legal/privacy/). In short: webcam images and microphone sound are processed on your computer, in real time, and are neither sent nor stored. The microphone calibration keeps only an average profile of the vowels, in your settings and your working file; "Test in Ugokami Studio" copies it into Ugokami Studio's library on the same computer, and a file written with "Export file" contains it only if you tick "Include my voice calibration" for that export. Our software sends no image, no sound, no usage statistics and no crash reports. The licence file stays on your computer, encrypted for your Windows account alone, and the licence neither reads nor sends any identifier of your hardware. To activate and check your key, Ugokami Rig talks to our reseller and to our licence server, hosted in France, which keeps neither your key nor your details; an exported file carries a signature tied to the installation, without your name, e-mail address or key. The tracking module uses ONNX Runtime (Microsoft) with its diagnostic events turned off; Windows's own diagnostic settings remain those of your system.

13. Changes to this agreement

We may publish a new version of this agreement, for instance when the software changes. It applies to new users from its publication, and to you when you accept it (each version's installer shows it). A version that only adds rights, or corrects wording or an address, applies to everyone from its publication. During a running subscription, nothing changes to your disadvantage without your consent, even if you install an update: not the price, not the duration, not what the subscription gives you (export, the number of installations, the offline period, your rights over exported models). If you refuse a new version, the one you accepted keeps applying; we may then end your subscription at the end of a paid period, telling you by e-mail at least 30 days in advance. Software updates follow section 9.

14. Governing law and disputes

• This agreement is governed by French law. If you are a consumer living in another country, you keep the protection of your country's mandatory rules.
• If something goes wrong, write to us first at contact@ugokami.com: we look for an amicable solution.
• If you are a consumer and your written complaint to contact@ugokami.com has not been resolved, you may turn, free of charge, to the consumer mediator, within one year of that complaint: [MÉDIATEUR DE LA CONSOMMATION].
• Failing an agreement, the dispute may be brought before the courts that have jurisdiction under the ordinary rules.