Terms of Service
Any use of the 3d scaning related materials contained in this website (including trademarks, taglines and/or logos) without the prior written consent of Creaform Inc. is strictly prohibited. The content of this website is subject to change without prior notice.
Creaform Inc. does not make any implicit or explicit representations or warranties of any kind including without limitation representations or warranties on merchantability or fitness of purpose regarding any materials or products found and/or described in this website.
Creaform Inc. reserves all of its rights to make additions, modifications, improvements, withdrawals, and/or changes to its product lines and/or product characteristics at any time and without prior notice.
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TRIMBLE SEFAIRA SUBSCRIPTION TERMS OF SERVICE
- Using the Services to disseminate or convey inappropriate, defamatory, obscene, salacious, or unlawful information, images or materials; or to defame, harass, stalk, threaten or otherwise violate the legal rights of others.
- Using the Services in such a manner so as to interfere unreasonably with its use by others; or attempting or assisting another to access, alter, or interfere with the communications and/or information of another user.
- Subscription fraud or unauthorized access.
- Uploading, or otherwise making available, files that contain text, data, images, photographs, software or other materials owned by others that are protected by intellectual property laws (e.g., copyright, trademark, rights of privacy or publicity) and for which Customer has not received all necessary and legal consents for their use. Using any information, images or other materials available through the Services in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party.
- Advertising, offering to sell or buy goods, or using the Services for business promotional purposes.
- Violating any code of conduct associated with the Services, or any applicable laws or regulations.
- Taking any action that imposes an unreasonable or disproportionately large load on the Services’ infrastructure; or uploading files that contain viruses, Trojan horses, worms, or other similar software or programs that cause damage to computers or property of others.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that Customer claims has been infringed upon;
- A description of where the material that Customer claims is infringing is located on the Services;
- Customer’s address, telephone number, and e-mail address;
- A statement by Customer that Customer has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by Customer, made under penalty of perjury, that the above information in Customer’s notice is accurate and that Customer is the copyright owner or authorized to act on the copyright owner’s behalf.
SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT, READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE OR ACCESS THE SOFTWARE. IF YOU HAVE PAID A LICENSE FEE FOR USE OF THE SOFTWARE AND DO NOT AGREE TO THESE TERMS, YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, PROVIDED YOU (A) DO NOT USE THE SOFTWARE AND (B) RETURN THE SOFTWARE WITHIN FOURTEEN (14) DAYS OF YOUR INITIAL PURCHASE.
BY AGREEING TO THESE TERMS AND CONDITIONS, YOU REPRESENT THAT YOU ARE 18 YEARS OLD OR OLDER AND CAPABLE OF ENTERING INTO A LEGALLY BINDING AGREEMENT.
IF YOU WISH TO USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
If an executed agreement exists between you and Trimble at any time regarding the Software, the terms of that agreement shall supersede the terms of this Agreement in its entirety. Thus, if you enter into a separate written agreement with Trimble regarding the Software, that agreement (not this one) will control your use of the Software; and further if that agreement is terminated, you will not have the right to use the Software under the terms of this Agreement after termination.
This Software End User License Agreement (“Agreement“) is between Trimble Inc., located at 935 Stewart Drive, Sunnyvale, CA 94085 USA, or the affiliate identified on the Order Form, and its affiliates (“Trimble“) and the customer (individual or entity) that has downloaded or otherwise procured the licensed Software (as defined below) for use as an end user (“you“). This Agreement covers any Software and supporting user or technical documentation provided with the Software (“Documentation“).
“Effective Date” means the earlier of the date you sign an Order Form or the date on which the Software is first made available to you.
“Order Form” means any order (which includes without limitation online orders) which is entered into by Trimble (or an authorized Trimble distributor or reseller) and you under which you are provided the Software. Each Order Form for the Software shall be deemed a part of this Agreement. This Agreement is binding on you whether or not you executed an Order Form with Trimble. Order Forms may not vary the terms of this Agreement. Only a written agreement, signed by Trimble (not a Trimble Supplier) may vary the terms of this Agreement.
“Trimble Content” means 3D models, Style files, templates, and other similar materials and content owned by or licensed to Trimble and/or its affiliates whether or not proprietary, which are made available to you through the Software. Trimble Content does not include Google Content (as defined in Section 13.12).
“Software” means the Trimble software product(s) for desktop, mobile or server computing devices (including without limitation, SketchUp Pro and SketchUp Viewer) provided in connection with this Agreement in object code form (or as otherwise specified in any related Order Form), including any SketchUp Extensions bundled and included with any of the foregoing at the time of the initial purchase. “Software” shall also include any releases provided to or purchased by you under any separate support and maintenance agreement you may enter into with Trimble. Unless otherwise noted, the Software, Trimble Content and Documentation are referred to collectively herein as “Software.”
“Third-Party Software” means any third-party software that is provided to you by Trimble under separate terms and conditions.
“Trimble Supplier” means either Trimble or an authorized distributor or reseller of Trimble products or services which has entered into an Order Form with you.
2.1. Grant of License.
Subject to all of the terms and conditions of this Agreement, Trimble grants you a non-transferable, non-sublicensable, non-exclusive, worldwide license to use the Software in machine-readable form on any computer and operating system for which it was intended, but solely: (a) in accordance with the Documentation; and (b) in accordance with any additional license term, subscription term or other user, seat, computer, field of use or other restrictions set forth in the applicable Order Form or otherwise specified upon purchase. Subject to the terms and conditions of this Agreement, Trimble grants you a non-transferable, non-sublicensable, non-exclusive license to input, upload, download, reproduce, adapt, make derivative works based on, publicly perform and display, and modify the Trimble Content available through the Software in connection with the normal course of the operation of such Software.
Trimble may make available the Software and Documentation by disk or other media, or for download in electronic form. Trimble shall also provide you with electronic passwords or other enabling mechanisms if necessary to permit the licensed usage of the Software. All licenses shall commence, and delivery shall be deemed to occur, as of the Effective Date (or, if later, such date on which the Software and license keys are first made available to you). If your Order Form is with a Trimble Supplier, that Trimble Supplier (and not Trimble) is solely responsible for delivery to you and Trimble has no liability for any failure to deliver. If the Software requires license keys to operate as licensed to you, Trimble or the applicable Trimble Supplier will deliver such license keys to you.
2.3. Device Limitations.
Except as otherwise stated below, so long as you have fully paid the applicable license fee, you may install the Software on up to two computers and/or devices at a time. You may transfer the Software from one computer or device to another computer or device if the Software is completely removed and de-installed from the prior computer or device; provided however, the ability to transfer the current version of the Software will terminate if you upgrade to a new version of the Software under an active Support and Maintenance subscription. For enterprise licenses, you may copy and install on your computers or devices for use only by your employees the number of copies of the Software for which you have paid the applicable license fee.
2.4. User Accounts.
2.4.1. Account Creation.
In order to use the Software, you may need to create a valid user account (“User Account”). Currently, you can create a User Account by signing in with a valid Google ID (a username/password combination used to access your Google account) or Trimble ID (a username/password combination issued by Trimble). To sign in using a Google ID, you must authorize Google to share account information with Trimble and you must maintain your Google ID in good standing subject to any separate user terms between you and Google. The authentication information Google provides to Trimble or you provide to Trimble may contain personally identifiable information, which will be handled by Trimble as described below, and we may publicly display the username and profile photo (if any) associated with your Trimble or Google user account. You may not create more than one User Account per individual user.
2.4.2. Account Security.
You are entirely responsible for maintaining the confidentiality of your password and account credentials, and you agree that Trimble may terminate your access to the Software and other services if you fail to do so. Additionally, you are fully responsible for any and all activities that occur under your account. You agree to notify Trimble immediately of any unauthorized use of your account or any other breach of security. Trimble will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.
2.4.3. Your Personal Information.
Personally identifiable information that you may submit for the purpose of receiving products or services or for creating or authenticating your User Account will be handled in accordance with Section 3.4 (Privacy).
2.5. License Restrictions.
You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease, or use the Software (or any portion thereof) for time sharing, hosting, service provider, or like purposes; (c) remove any product identification, proprietary, copyright, or other notices contained in the Software; (d) copy (except as expressly permitted in this Agreement), modify or translate any part of the Software, create a derivative work of any part of the Software, or incorporate the Software into or with other software, except to the extent expressly authorized in writing by Trimble; (e) attempt to circumvent or disable the security key mechanism that protects the Software against unauthorized use (except and only to the extent that applicable law prohibits or restricts such restrictions); (f) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software; (g) use or host the Software in a virtual server environment; (h) merge the Software with any other data, information and content; (i) use the Software other than as expressly permitted by the Agreement, including without limitation for commercial purposes such as redistribution or publication in exchange for a fee or other consideration, advertising, or for use in marketing and promotional materials; or (j) create more than one User Account for any individual user. You acknowledge that you need to obtain a separate distribution license from Trimble in order to distribute or publish the Software or any derivative in any form not expressly permitted in the Agreement.
2.6. Trial Software.
Subject to the terms and conditions of this Agreement, you may choose to use the Software for a trial period of 30 days (or such other period agreed to by Trimble in writing) (the “Trial Period”) , without charge, solely for your evaluation purposes of its functionality. To initiate the trial, you must sign in to a valid User Account and have a trial available to you. The time remaining during the trial will be displayed within the Software. Upon the expiration of the Trial Period, the Software will automatically cease to operate.
2.7. Educational Versions.
If you are a qualified instructor at an accredited educational institution, or you are an enrolled student at an accredited educational institution and use the Software in your classwork, you may use the Software for classroom teaching purposes, and classwork purposes (“Educational Version”). This includes installation and use of the Software in teaching labs at an educational institution, provided that use of the Software is by enrolled students who are engaged in classroom learning activities at the educational institution. However, if you are an employee of an educational institution and your job responsibilities are not those of a qualified instructor, you must purchase a SketchUp Pro commercial license. Educational Versions of the Software are for educational purposes only and may not be used for commercial, professional or other for-profit purposes. For example, but not as a limitation, if you are employed as a member of the professional staff of an educational institution such as the facilities management team, you are considered to be engaged in for-profit activity and you must purchase a SketchUp Pro commercial license. In addition, other terms and conditions may apply to Educational Versions including without limitation, screening or author criteria as may be set by Trimble from time-to-time. Please contact Trimble for additional information. Educational Versions are licensed for a one year term unless specified otherwise in the Order Form. Upon expiration of the one year term, your right and license to use the Educational Version of the Software expires and the Software will automatically become inoperable. Qualified instructors, students and institutions may purchase a license for an Educational Version of the Software annually upon meeting all program requirements described in this section.
2.8. Integrated Services.
The Software may support integrations with certain software or services that are provided by Trimble separately from the Software and/or by third parties (“Integrated Services”). In order for the Software to communicate with such Integrated Services, you may be required to input credentials for the Integrated Services. By enabling use of the Software with any Integrated Services, you authorize Trimble to access your accounts with such Integrated Services to authenticate such integrations. You are solely responsible for complying with any relevant terms and conditions of the Integrated Services and maintaining appropriate accounts in good standing with the providers of the External Services. Trimble does not guarantee that the Software will maintain integrations with any Integrated Services and Trimble may disable integrations of the Software with Integrated Services at any time with or without notice to you. See below and Section 13.12 (Third-Party Software and Content) for additional information and terms and conditions.
2.8.1. Trimble Connect.
You may use Trimble Connect, Trimble’s proprietary cloud-based storage service, to store models and collaborate with others. Your storage of models and any other use of Trimble Connect is subject to the Trimble Connect Terms of Service, available at https://connect.trimble.com/terms_of_service.html or a successor URL.
2.8.2. 3D Warehouse.
2.8.3. Extension Warehouse.
2.8.4. SketchUp Community.
You may access and use SketchUp Community, Trimble’s support and discussion forums devoted to SketchUp products, available at http://forums.sketchup.com/ or a successor URL. All access and use of SketchUp Community is subject to the terms set forth at http://www.trimble.com/Corporate/Terms_of_Use.aspx or a successor URL.
3. Software Activation and Metering; Software Updates; Consent to Use of Data; Privacy
3.1. Software Activation and Metering.
Trimble may use your internal network and Internet connection for the purpose of transmitting license-related data at the time of installation, registration, use of or update to the Software, and for validating the authenticity of the license-related data in order to register your Software and protect Trimble against unlicensed or illegal use of the Software.
Trimble may include in the Software, a built-in license metering technology that helps you avoid any unintentional violation of this Agreement. You acknowledge that such metering module may send Trimble on-line notification confirming use of the Software. You will not disable, modify or interfere with the operation of any such module. Trimble may use your internal network for license metering.
Trimble will use information obtained per this Section 3.1 only for the purpose stated in this Section 3.1.
3.2. Software Updates.
The Software may notify and inform you when Updates to the Software are available. The Software allows you to request and receive Updates automatically, and does so by default, though you have the choice to disable this feature. Likewise, you will need to take action to download and install the software on your computer as this action does not happen automatically. “Updates” include maintenance releases, bug fixes, and minor updates to your current version of the Software.
3.3. Consent to Use of Data.
Trimble may, directly or through third parties, collect and use technical information, information about you, and/or data that you provide in relation to your use of the Software or the provision of maintenance and technical support for the Software. Trimble will not use such information in a form that personally identifies you except to the extent necessary to provide maintenance and technical support, or to enhance your use of the Software including requesting feedback on the Software, providing critical updates, notifications regarding pre-release Software, or to improve the Software. You acknowledge that, to the extent permitted by law, Trimble assumes no responsibility for storage of your data or information.
Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Trimble and its suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.
You shall pay all fees associated with the Software licensed and any services purchased hereunder as set forth in the applicable Order Form. All payments shall be made in advance prior to delivering a Software license, unless otherwise specified in writing by Trimble or the applicable Trimble Supplier. Except as expressly set forth herein, all fees are non-refundable once paid. You shall be responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of Trimble or the Trimble Supplier).
6. Term of Agreement.
This Agreement is effective as of the Effective Date and expires at such time as all license and subscriptions hereunder have expired in accordance with their own terms (the “Term”). You may also terminate this Agreement at any time by permanently deleting the Software in its entirety. Either party may terminate this Agreement (including all related Order Forms) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days). If you have entered into a separate written agreement with Trimble which governs the Software and that agreement is terminated, then this Agreement automatically terminates and you shall no longer have any right to use the Software. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. For clarity, even if you have entered into an Order Form with a Trimble Supplier, you agree that Trimble is a third party beneficiary to that Order Form and has the right to terminate this Agreement as set forth in this Section 6 (Term of Agreement).
Upon any expiration or termination of this Agreement, you shall cease any and all use of any Software and destroy all copies thereof and so certify to Trimble in writing.
Sections 2.5 (License Restrictions), 4 (Ownership), 5 (Payment), 6.3 (Survival), 7 (Warranty Disclaimers), 9 (Indemnity), 10 (Limitation of Remedies and Damages), 11 (Confidential Information), 12 (Export Compliance; Compliance with Laws), and 13 (General) shall survive any termination or expiration of this Agreement.
7. Warranty Disclaimers.
THE SOFTWARE AND ALL SERVICES ARE PROVIDED “AS IS.” NEITHER TRIMBLE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. TRIMBLE MAKES NO WARRANTY (i) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE, (iii) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE, (iv) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, AND (v) REGARDING THE RESULTS OR OUTPUT OF THE SOFTWARE. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD. TRIMBLE MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD PARTY COMPONENTS OF THE SOFTWARE AND TRIMBLE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF TRIMBLE. For the avoidance of doubt, Trimble does not assume and will not have any liability arising from events beyond Trimble’s control or the control of its subcontractors, other developers, business partners or licensors, including events such as acts of God, acts of any governmental entity, acts of a public enemy, strikes, natural disasters, or failure or diminishment of power or telecommunications or data networks or services.
8. Support & Maintenance.
Trimble provides the support and maintenance services for SketchUp Pro for an additional fee pursuant to its then-current standard service terms (currently available here). If you do not have an active support and maintenance subscription, some features of the Software may not be available (e.g., add location, mapping, Integrated Services, etc.).
You agree to hold harmless and indemnify Trimble and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to your misuse of the Software or your violation of this Agreement, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Trimble will provide you with written notice of such claim, suit or action.
10. Limitation of Remedies and Damages.
- 10.1. NEITHER TRIMBLE NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
- 10.2. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TRIMBLE AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO TRIMBLE UNDER THIS AGREEMENT.
- 10.3. THE SOFTWARE IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT, MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS ACTIVITIES (“HIGH RISK ACTIVITIES“). TRIMBLE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU REPRESENT AND WARRANT THAT YOU WILL NOT USE THE SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES, AND AGREE THAT TRIMBLE WILL HAVE NO LIABILITY FOR USE OF THE SOFTWARE IN HIGH RISK ACTIVITIES. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS TRIMBLE FOR ANY DAMAGES, LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.
- 10.4. The parties agree that the limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
11. Confidential Information.
Any software, documentation or technical information provided by Trimble (or its agents) shall be deemed “Trimble Confidential Information” without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any Trimble Confidential Information. You acknowledge that disclosure of Trimble Confidential Information would cause substantial harm to Trimble that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by you, Trimble shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
12. Export Compliance; Compliance with Laws.
12.1. Export Compliance.
You are responsible for complying with all applicable export and import regulations and obtaining all necessary export and import licenses or permits for the direct or indirect export or import of any Software. Without limiting the generality of the foregoing, you hereby acknowledge and agree that the Software and any associated Confidential Information are subject to the U.S. Export Administration Regulations and were exported from the United States, if at all, in accordance with those regulations. In the exercise of its rights, and the performance of its obligations under this Agreement, you shall comply strictly with all U.S. export control laws and regulations applicable to the Software, including without limitation the U.S. International Traffic In Arms Regulations (ITAR) (22 C.F.R. Parts 120-130, as amended) and the U.S. Export Administration Regulations (15 C.F.R. Parts 730-774, as amended). You will also comply with all applicable economic sanctions and trade embargo laws, rules and regulations as promulgated by the U.S. Treasury Office of Foreign Assets Controls (OFAC) and Bureau of Industry and Security (BIS). You shall not export, re-export, transfer, divert or disclose any such Software, or any direct product thereof, to any destination restricted or prohibited by U.S. export control laws, or to any national or resident thereof. Your obligations under this paragraph will survive the termination of this Agreement for any reason whatsoever. You will defend, indemnify and hold Trimble harmless against any liability (including attorneys’ fees) arising out of your failure to comply with the terms of this paragraph. Your failure to comply with any term of this paragraph will constitute a material breach of this Agreement and entitle Trimble to immediately terminate this Agreement in addition to any other remedy available at law or equity.
12.2. Compliance with Laws.
You are responsible for complying with all applicable laws, regulations and codes of practice in your use of the Software and any results derived from the Software.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Trimble may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Trimble’s assets or voting securities. You may not assign or transfer this Agreement, in whole or in part, without Trimble’s written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
13.3. Governing Law; Jurisdiction and Venue.
- 13.3.1. Unless you obtained this Software in Canada or the European Union, this Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. In such case the jurisdiction and venue for actions related to the subject matter hereof are the State of California and United States federal courts located in Santa Clara County, California, and both parties hereby submit to the personal jurisdiction of such courts.
- 13.3.2. If you obtained this Software in Canada, this Agreement is governed by the laws of the Province of Ontario, Canada, excluding its rules governing conflicts of laws and without regard to the United Nations Convention on the International Sale of Goods. In such case jurisdiction and venue for actions related to the subject matter hereof are the courts of the Judicial District of York, Province of Ontario and both parties hereby submit to the personal jurisdiction of such courts.
- 13.3.3. If you obtained this Software in the European Union, this Agreement is governed by the laws of The Netherlands, excluding its rules governing conflicts of laws and without regard to the United Nations Convention on the International Sale of Goods. In such case jurisdiction and venue for actions related to the subject matter hereof are the courts of Amsterdam, The Netherlands and both parties hereby submit to the personal jurisdiction of such courts.
13.4. Notices and Reports.
Any notice or report hereunder shall be in writing. If to Trimble, such notice or report shall be sent to Trimble at the address above to the attention of “Legal Department”. If to you, such notice or report shall be sent to the address you provided upon placing your order. Notices and reports shall be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major commercial delivery service.
13.5. Amendments; Waivers.
No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
13.6. Entire Agreement; English Language Version.
13.7. Independent Contractors.
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
13.8. Force Majeure.
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license or changes in law or regulations by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure event at reasonable cost.
Upon Trimble’s written request, you shall certify in a signed writing that your use of the Software is in full compliance with the terms of this Agreement (including any restrictions in the applicable Order Form). Trimble, or its authorized representative, may, upon prior reasonable notice of at least ten (10) days, inspect and audit your records and use of the Software to confirm your compliance with this Agreement. All such inspections and audits will be conducted during regular business hours and in a manner that does not unreasonably interfere with your business activities. You are responsible for such audit costs only in the event the audit reveals that your use is not in accordance with the licensed scope of use and for unpaid license fees.
13.10. Publicity/Press Releases.
You shall not issue or make any press releases, publications or public references regarding your relationship with Trimble unless you first inform Trimble of such proposed publicity, submit all proposed publicity materials to Trimble for review and obtain Trimble’s prior consent in writing, in each particular instance.
13.11. Government End-Users.
The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.
13.12. Third-Party Software and Content.
(a) If designated in the Documentation, the Software may contain or be provided with certain Third-Party Software (including Open Source Software or other software which may be made available to you in source code form). Such Third-Party Software is not licensed hereunder and is licensed pursuant to the terms and conditions (“Third-Party License“) indicated in the Documentation, via a click through acceptance of terms and conditions, and/or on the Third-Party Software. Except as may be set forth in the Third-Party License, neither Trimble nor Trimble Suppliers offer any warranty in connection with any Third-Party Software and neither Trimble nor Trimble Suppliers shall be liable to you for such Third-Party Software. “Open Source Software” means any “open source” code (as defined by the Open Source Initiative), “free” code (as defined by the Free Software Foundation), community source code, including any libraries or code licensed under the General Public License, or any other software that is generally made available for free on the Internet in source code form.
(b) The Software may include map content and other elements provided by DigitalGlobe, Inc. Accordingly, your use of such elements of the Software is also governed by DigitalGlobe, Inc.’s End User DOWNLOAD License, available at https://www.digitalglobe.com/legal/internal-use-license, and you agree to be bound by such terms.
NOTICE OF USE CONTRACTOR (MANUFACTURER/SUPPLIER) NAME: HERE CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS: 425 W. Randolph St., Chicago, IL 60606
The HERE elements of the Service are collectively commercial items as defined in FAR 2.101 and are subject to the
Agreement under which the HERE elements were provided. © 1987-2018 HERE – All rights reserved
(d) Additional applicable third party terms and conditions with respect to the Software (including, without limitation, any Open Source Software and Third-Party License) are listed at https://www.sketchup.com/third-party-attribution.
SketchUp End User License Agreement, Version “F”, January 2019
END USER SOFTWARE LICENSE AGREEMENT
CHAOS SOFTWARE LTD
END USER LICENSE AGREEMENT
PLEASE READ CAREFULLY.
The Product is licensed to You under the condition that You accept any and all terms hereof
This End User License Agreement (“Agreement”) is a legally binding agreement between Chaos Software LTD, Mladost-1A, block 548 entrance B, 2nd floor, Sofia 1729, Bulgaria, (“Company”), acting on its own behalf or on behalf of an authorized by the Company reseller, and you (either you personally if you have acquired the Product, as defined below, for yourself, or another legal entity which has acquired the Product and for which you warrant that you have the capacity and authority to bind to this Agreement) (“You” or “Licensee”).
The Product shall be authorized by a compatible license server (an ancillary license administration software used by the rendering or simulation software described hereunder, to prevent usage of unlicensed versions or copies of such rendering or simulation software, hereinafter referred to as “License Server”). The terms and conditions for the License Server shall be arranged in a separate agreement attached for your convenience as an integral part hereto.
By ticking the “I accept” checkbox or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Product as defined below, (i) you accept this Agreement on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement) or, if there is no such entity for which you are authorized to act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by this Agreement, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this Agreement on behalf of another entity unless you are an employee or another agent of such other entity with the right, power and authority to act on behalf of such other entity. By accepting this Agreement you also accept the terms and conditions for the License Server, an inseparable part hereto.
If You do not agree to any or all of the terms in the Agreement and/or the terms and conditions for the License Server, or any other applicable terms and conditions referred to as part of our relationships and/or a condition precedent for their validity, You must not download, agree to the terms and conditions, click or check a relevant button, or perform any similar act of acceptance, and/or do not use the Product.
“Computer” means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine).
“Use” or “Using” means to access, download, execute, install, copy or otherwise benefit from using the functionality of the Product in accordance with this Agreement and/or the documentation.
“Effective Date” means the date on which You accept this clickwrap Agreement or otherwise access, download, execute or use the Product, whichever occurs first.
“Product”, as referred herein consists of (some, either of the following or all of them):
- the particular (a) V-Ray rendering OR (b) Phoenix fluid simulation software You chose to get licensed for, as may be specified and designated in the Product section of the Company’s web portal;
- VRayScannedMtl and/or BRDFScanned plug-ins (hereinafter “VRscans plug-in”) (optional); a demo version (without GUI support and with watermarks prints on materials) may be included; a complete non-restricted version of VRscans plug-in is accessible with a separate license, as defined below and shall be acquired separately;
- any other accompanying software, plug-ins and any updates or upgrades to the or simulation software that Licensee may install from time to time;
- any associated files, documentation and materials, including but not limited to installation files, binary executable files, library files, configuration files and documentation files.
“Trial License” means a version of Product to be used only to review, demonstrate and evaluate the Product. The Trial License may either have limited features, and/or its free use might be limited in time.
“Trial Period” is a limited period in which Licensee is entitled to use the Product free of charge. Subject to the terms and conditions hereof, except if otherwise provided elsewhere, Company grants to Licensee the license specified below to evaluate the Product only for a term of thirty (30) days from the date Licensee downloads the Product. Trial Period may either be found in this Agreement, on Company designated web site, in the Product user-guide, or in Company’s specific instructions, in this order of prevalence.
1. LICENSE TYPE
License Type will be clearly indicated in the relevant Product section and/or supporting documentation identifying the Product as one of the following types:
a. Advanced or Commercial full, regular version of the Product for which the license is granted under the general terms of this Agreement, in return for a License fee;
b. Academic or Educational is a License limited to Your educational purposes only. Please refer to Section 18 below for further details;
c. Trial is a license to use the Product for the sole purpose to try it before starting to pay license fees. Trial versions of the Product available for Trial License usually contain all the functionality of the Advanced or Commercial regular version, but can only be used for a limited time. Upon Company’s sole discretion the Trial License version might be with reduced functionality, not allowing you to utilize it fully, it might be marked with appropriate water mark, or otherwise subject to limitations. In case of Trial License Type, special terms and conditions apply (please refer to Section 15, Trial License below), which in case of conflict with the other terms and conditions stipulated hereunder, will prevail to the extent of such conflict;
d. BETA might be available to the public or only a group(s) of users selected upon Company’s discretion, for evaluation or beta copies for which Company does not charge a license fee, the requirement to pay license fees does not apply, and additional restrictions on your use of the Product may apply. Please refer to Section 16 below for further details;
e. NFR (Not for resale) is a designation for the Product that gives right only for testing with the understanding that you will not resell the Product. NFR ensures You complete, promotional copies of the Product, generally not eligible for upgrades when they become available, and may not include technical support, whenever offered by Company. Product marked with NFR legend is identical in function and packaging to the retail version of the same Product. They are not licensed for resale, and so no license for general use is granted. Please refer to the Section 17 below for further details;
f. Render Service Provider where a license to the Product is granted to operators of render farms, i.e. high performance computer systems, e.g. computer clusters, built to render computer-generated imagery, under specific conditions stipulated in additional terms and conditions concluded between you and Company.
While you are licensed any License Type, other than regular Advanced or Commercial License, regardless anything to the contrary, under such License Type additional limitations on your use of the Product may apply. NOTE: such as the Agreement may be time-limited for a fixed period expiring automatically on a date specified, prohibition may be imposed to use the Product for commercial purposes, demonstration purposes, testing and evaluation of the Product and/or using the Product to design, create and test your own works (“Licensee’s Works”), considering the general restrictions and limitations stipulated below. In case of time-limited License Type, You may request renewal of the Agreement; however the Company keeps the right to refuse such renewal. In case the renewal is confirmed by the Company, the Agreement is deemed automatically extended for the same period and under the same terms and conditions as agreed hereby.
NOTE: THIS AGREEMENT SHALL APPLY TO ALL COMPANY’S SOFTWARE PRODUCTS, UNLESS OTHERWISE PROVIDED FOR IN THE SPECIFIC LICENSE TERMS AND CONDITIONS UNDER WHICH А COMPANY’S SOFTWARE PRODUCT IS MADE AVAILABLE FOR USE, FOR EXAMPLE, THIS AGREEMENT DOES NOT APPLY TO FREEWARE LICENSE TYPE SOFTWARE, OR SOFTWARE NOT DESIGNATED UNDER THE DESCRIPTION OF PRODUCT STIPULATED IN THE PREVIOUS SECTION, WHICH IS LICENSED UNDER SEPARATE TERMS AND CONDITIONS.
2. GRANT OF LICENSE
2.1. Subject to Your full payment of the applicable license fees, if any, continuous compliance with this Agreement and the restrictions agreed between You and the Company, Company grants hereby, and You accept, a non-exclusive, non-sublicensable and non-transferable (except if the latter is permitted by applicable law) right and license:
a. to install the Product on as many of Your computers as You wish to, provided that You may not, as clearly stipulated hereunder in greater details, at the same time use the Product on more computers than the number of the available licenses authorized by the License Server;
b. to load the Product, to execute it, to use it, to transmit it to a distance, to keep it on a computer storage device;
c. to create a back-up copy of the Product, if that is needed for the specific use that the Software has been acquired for and You keep all copyright notices and other marks of ownership on each copy, or partial copy, of the Product. The back-up copy is for Your own internal use only and cannot be provided to any third parties;
d. to benefit commercially from using the Product in the authorized manner considering the restrictions in contained hereunder or in another agreement by and between the parties hereto;
e. SCOPE: to use the Product within the scope of the License Type, as defined below, and to use up to the number of concurrent licenses of the Product as have been licensed and paid for at any one time or for the Metered Access Service, as defined below, considering the respective applicable restrictions. The Product is in use for the duration that it keeps engaged a license from the license server;
f. TERRITORY: to use the Product in the country or authorized territory where You acquire the Product from an authorized reseller, unless otherwise specified by the Company or by applicable law. In case You are an individual, You may use the Product on the territory where You currently reside or temporarily stay at. In case the Product is acquired from Your head office on behalf of Your branch, the Product may be used in the territory or region where the branch is located and always provided that You have acquired the license from a Company’s authorized reseller. the Product may be transferred to another country only upon Company’s prior written approval.
g. whenever you do not choose regular Advanced / Commercial license, but You wish to be granted another specific License Type generally made available by the Company, then( unless otherwise stipulated in the Product section and/or supporting documentation) to use the Product strictly for non-commercial purposes such as (not limited to) training and demonstration purposes, testing, trial and evaluation of the Product and/or use the Product to design, create and test Your own works (“Licensee’s Works”) considering the general and specific restrictions and limitations stipulated by the Company hereunder or elsewhere to that matter.
h. to use the Product as may be additionally restricted and limited by the License Type you choose, in this Agreement, the Product section and/or supporting documentation.
2.2. Available Licenses (depending on the Product You choose to be licensed) may be some, either of the following or all of them:
2.2.1. For the Product (except VRscans plug-in):
a. Workstation license. One Workstation license entitles You to use the graphical user interface (GUI) of the Product (except VRscans plug-in) only on one computer or another technical device, respectively, at any one time and You may use only one running copy of the Product (except VRscans plug-in) for local, distributed or network frame-by-frame rendering at any one time. The rendering can be performed either on the same machine where the GUI license is used, or on another machine in the network.
b. Application SDK End User license. If the Application SDK is included in the installation of Your Product, one Application SDK End User license may be included which entitles You to use the Product (except VRscans plug-in) only on one computer or another technical device, respectively, at any one time and You may use only one running copy of the Product (except VRscans plug-in) for local, distributed or network frame-by-frame rendering at any one time. The rendering can be performed either on the same machine where the Application SDK End User license is used, or on another machine in the network.
c. Universal Render node. One Universal Render node license entitles You to use one running copy of the Product (except VRscans plug-in) for local, distributed or network frame-by-frame rendering at any one time or by way of Metered Access Service, as defined below.
2.2.2. For VRscans plug-in:
a. VRscans GUI license. One VRscans GUI license entitles You to use the graphical user interface (GUI) of VRscans plug-in only on one computer or another technical device, respectively, at any one time and Licensee may use only one running copy of VRscans plug-in for local, distributed or network frame-by-frame rendering at any one time. The rendering can be performed either on the same machine where the GUI license is used, or on another machine in the network.
b. VRscans Render node. One VRscans Render node license entitles You to use one running copy of the VRscans plug-in for local, distributed or network frame-by-frame rendering at any one time.
2.2.3. Except for the cases of Metered Access Service as defined below, the term of each of the licenses, acquired under the Agreement, is indicated in the expiration section on the License Server status web page, and/or hereunder.
2.2.4. For Phoenix Products:
a. GUI license. One GUI license entitles LICENSEE to use the graphical user interface (GUI) of the Product only on one computer or another technical device, respectively, at any one time.
b. Simulation license. One simulation license entitles LICENSEE to use one running copy of the Product for local or network fluid simulation at any one time.
3.1. You may NOT:
a. make copies or otherwise reproduce the Product, except for installing it on Licensee’s computers and for back-up copies as specified above;
b. use the Product to develop a new software product with the same or similar main function;
c. redistribute or give the Product away in any way (lease, rent, loan, charge, donate, exchange, share or other) to any third parties. You are not allowed to sell (except if permitted by applicable law), transfer, assign or grant access to the Product to any third party and You ensure that Product (accessed either locally or remotely) is used only by You personally, in case You are an individual, or by Your employees, on Your behalf, in case You are a legal entity, and You are responsible for compliance with the terms of this Agreement by its employees. You shall notify Company in a timely manner if You becomes aware of any unauthorized use of the whole or any part of the Product by any third party. The notification shall be made to: firstname.lastname@example.org;
d. use the Product for commercial rendering services that provide third parties with contracted/on demand rendering or simulation services, unless you acquired a render-farm license;
e. create any derivative works or make any translation, adaptation, arrangement and any other alteration of the Product or make any reproduction, distribution, communication, display or performance to the public of the results of such acts;
f. adapt or reverse compile or reverse engineer or otherwise tamper the whole or any part of the Product;
g. remove or alter any copyright or other proprietary notice from the Product;
h. use any of the Product’s components, files, modules, audio-visual content, or related licensed materials separately from the Product;
i. use the Product in a manner that infringes any third party’s copyrights or any other rights;
j. participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to Company or the Product;
k. use a number of concurrent users of the Product that exceed the number of licenses acquired. Additional licenses can be added from time to time as such licenses are acquired;
l. use the Product or Licensee’s Works for commercial purposes, unless you acquired Advanced / Commercial or Render Service Provider License;
m. use the license acquired hereunder by way of Metered Access Service, unless administered by a Company certified provider of Metered Access Service. “Metered Access Service” shall mean making the Product available to end users for on-demand metered use under the licenses granted hereby by Company. The Licensee may not exceed the limit of on-demand metered use acquired under the Metered Access Service.
4. PROTECTION MECHANISMS
4.1. The Product is protected through schemes or devices to control access and permit only the number of licenses acquired to be in use at one time and to prevent usage of unlicensed copies of the Product (“Protection Mechanism”). Protection Mechanisms may include, not limited to a hardware lock (“Dongle”), license server, software license authorization key, and/or any other legally permitted technology as may be implemented from time to time by Company.
4.2. Depending on your License Type, the Product may include additional outcome restrictions including, but not limited to: resolution limitations, watermarks prints, etc.
4.3. You may not take any steps to avoid or defeat the purpose of any Protection Mechanism or to install or use the Product in a manner that circumvents or interferes with the operation of the protection mechanisms.
5. PRODUCT DELIVERY. COLLATERAL PRODUCTS
5.1. The Company will deliver the Product electronically, You have to register and download the Product from the Company’s official website. In order to receive the Software license authorization key, you have to generate a provisional code from the machine where the License Server is installed, following the instructions in the furnished documentation and to provide that provisional code to the Company. The Company will further provide the respective Software License authorization key.
5.2. The Company does not warrant authenticity and the Company may not provide any warranty for products downloaded elsewhere.
5.3. The Product may be accompanied, may contain or the Company may provide from time to time other own and/or third party’s software, drivers, data, documents, materials, etc. (“Collateral Products”). Collateral Products may include, be subject to or provided in accordance with other terms in addition to or different from the terms set forth in this Agreement. Unless such terms are included or referenced Collateral Products are subject to this Agreement. In case such terms apply You agree to comply with them.
5.4. You will take sole responsibility for acquiring and complying with any licenses that may be necessary to use or to use in a different way any third party’s software, data, documents or other materials. You acknowledge and agree that Company has no responsibility for, and makes no representations or warranties regarding, such third party’s software, data, documents or other materials or Your use of such third party’s software, data, documents or other materials.
6. CONFIDENTIALITY AND NON-DISCLOSURE
6.1. The Company and You acknowledge and agree that during the Term of or in relation with this Agreement either party (the “Disclosing Party”) may disclose to the other party (the “Recipient”) certain business and/or technical information of a confidential and proprietary nature. “Confidential Information” means any proprietary information, trade secret (organization, structure, object or source code of the Product, etc. any API, SDKs, libraries, reference, sample code etc.) or other non-public information that Disclosing Party delivers or communicates to the Recipient or to which the Recipient otherwise gains access to under this Agreement;
6.2. Confidential information may be used only internally and only in conjunction with and for Recipient’s own authorized internal use.
6.3. Recipient shall maintain the confidentiality of the Disclosing Party’s Confidential Information and may not disclose, distribute or otherwise provide it to third parties, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.
7.1. You acknowledge and agree that possession, installation, or use of the Product does not transfer to You any title to the Company’s intellectual property. The Company and its licensors own and retain title to and ownership of, and all other rights with respect to, the Product, THE Collateral Products, the Confidential Information and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.
7.2. You are granted only such rights as expressly described in the various terms and conditions accepted hereby either directly or by reference, and You have no other rights, implied or otherwise.
7.3. APIs: You acknowledge and agree that any API information and development materials provided (a) are confidential and proprietary to the Company, (b) may not be distributed, disclosed or otherwise provided to third parties, (c) may be used only internally and only in conjunction with and for your own authorized internal use of the Product to which the API information or development materials relate, such as the development and support of applications, modules and components to operate on or with the Product, and (d) may only be Installed on the same Computer(s) where the Product is permitted to be Installed.
8. PRIVACY (IN CASE LICENSEE IS AN INDIVIDUAL)
8.1. You acknowledge and agree that in order to acquire and use the Product, You (and third parties acting on Your behalf) may have to provide, and the Company and its resellers (and third parties acting on behalf of the Company and its resellers) may acquire, certain personal information and data with respect to You. By accepting the Agreement You hereby consent to the Company processing such information and data. The Company is a data administrator and as such the Company takes appropriate technical measures to protect Your personal information and data, if any. Personal information and data provided to the Company in connection with this Agreement may be processed in Bulgaria or any other country in which the Company or its subsidiaries, affiliates or resellers maintain facilities. By acquiring the Product, You consent to the transfer of such information outside of Your country under terms and conditions which ensure the fair protection of data subject’s rights. In any case such personal information and data will be processed only for the purposes of this Agreement and for the time it is effective, unless the applicable laws provide otherwise, in which case the wider limits imposed or implied by law will prevail. Any premature revocation or repudiation of data subject’s consent entitles the Company to immediately terminate any associated rights and/or obligations which the Company at its free discretion may consider will not be able to further fulfil.
8.2. Personal information and data may be processed only for the performance of this Agreement, for administration and authentication purposes necessary for the execution of the Agreement, compliance with a legal obligation or to respond to support inquiries.
9. LIMITED WARRANTY
9.1. YOU MAY, WITHIN FOURTEEN (14) DAYS FROM THE DATE OF ACQUISITION, RETURN THE PRODUCT TO THE COMPANY OR ITS AUTHORIZED RESELLER FROM WHICH THE PRODUCT WAS ACQUIRED, FOR A REFUND NOT EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY.
9.2. THE COMPANY WARRANTS THAT FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE WHEN YOU ACQUIRE THE PRODUCT (WARRANTY PERIOD), THE PRODUCT WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE CORRESPONDING DOCUMENTATION WHEN PROPERLY USED. THIS LIMITED WARRANTY DOES NOT APPLY TO SOFTWARE OR SUPPORT OR ANY OTHER SERVICES NOT PART OF THE PRODUCT, WHICH THE COMPANY, AT ITS SOLE DISCRETION, MAY PROVIDE FROM TIME TO TIME, AND WHICH ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, NOT LIMITED TO PRE-RELEASED SOFTWARE, UNSTABLE VERSIONS, BETA, TRIAL, EVALUATION, OR NOT-FOR-RESALE COPIES, ANY SOFTWARE MADE AVAILABLE BY THE COMPANY FOR FREE.
9.3. THIS LIMITED WARRANTY IS VOID IF FAILURE IN PERFORMANCE OR DEFECT OF THE PRODUCT RESULTED FROM YOUR NEGLIGENCE, ABUSE, MISUSE, AMENDMENT OR ATTEMPTED AMENDMENT OF THE PRODUCT FORM THIRD PARTY OTHER THAN THE COMPANY, ACCIDENT, IMPROPER OR UNAUTHORIZED USE OF THE PRODUCT OR MATERIAL BREACH OF THIS AGREEMENT. ALL WARRANTY CLAIMS MUST BE MADE WITHIN THE WARRANTY PERIOD TO THE RESELLER FROM WHICH YOU ACQUIRED THE PRODUCT OR TO THE COMPANY, ALONG WITH PROOF OF ACQUIREMENT.
9.4. THE ENTIRE LIABILITY OF THE COMPANY RELATED TO ANY WARRANTY CLAIM AND YOUR SOLE AND EXCLUSIVE REMEDY UNDER ANY WARRANTY WILL BE LIMITED TO EITHER, AT THE COMPANY’S DISCRETION, (I) TO USE REASONABLE EFFORTS TO CORRECT DEFECTS OR WORK AROUND ERRORS, PROVIDED THAT YOU MAKE AVAILABLE TO MAXIMUM EXTENT POSSIBLE ALL THE INFORMATION THE COMPANY MAY NEED TO RECREATE AND CORRECT THE DEFECT OR FAULT OR IF SUCH EFFORTS FAIL OR ARE UNPRACTICAL (II) TO REFUND THE LICENSE FEES, IF ANY, PAID BY YOU AND TERMINATE THIS AGREEMENT. SUCH REFUND IS SUBJECT TO THE RETURN, DURING THE WARRANTY PERIOD, OF THE PRODUCT. THE LIMITED WARRANTY SET FORTH GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER APPLICABLE LAW. COMPANY DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
10.1. THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND LICENSEE ACKNOWLEDGES AND AGREES THAT COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. THE FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE AFFECTED BY COMPANY’S RENDERING OR ANY SUPPORT SERVICES OR TECHNICAL OR OTHER ADVICE OR COMMUNICATION IN CONNECTION WITH THE PRODUCT OR ITS USE. WITHOUT LIMITING THE FOREGOING DISCLAIMER, COMPANY DOES NOT WARRANT THAT PRODUCT WILL MEET LICENSEE’S EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
10.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TERMS AND CONDITIONS AGREED TO HEREBY, EITHER DIRECTLY OR BY REFERENCE, THE COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PRODUCT, AND THAT THE COMPANY WILL CORRECT ALL DEFECTS. THE USE OF THE PRODUCT IS AT USER’S SOLE RISK. UNLESS THE COMPANY SPECIFIES OTHERWISE, IT PROVIDES THIRD PARTY PRODUCTS WITHOUT WARRANTIES OF ANY KIND. HOWEVER, THEIR RESPECTIVE MANUFACTURERS, DEVELOPERS, SUPPLIERS, OR PUBLISHERS MAY PROVIDE THEIR OWN WARRANTIES.
10.3. SPECIFIC DISCLAIMER APPLICABLE ONLY TO LICENSE TYPES, SUCH AS TRIAL, ACADEMIC, BETA, NFR, DEMO, LABS OR PRE-RELEASE, OR MADE AVAILABLE AS “FREE” IN OTHER TESTING MODE, OR WITHOUT REQUIREMENT OF PAYMENT, ETC., FOR WHICH THE LIMITED WARRANTY AND THE DISCLAIMER IN THE PREVIOUS SECTIONS DO NOT APPLY: IT IS UNDERSTOOD THAT THE PRODUCT, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PRODUCT, ANY SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT PRODUCT WILL MEET LICENSEE’S EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
11. LIMITATIONS OF LIABILITY
11.1. IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. YOU ACKNOWLEDGE AND AGREE THAT IN ANY EVENT THE AGGREGATE LIABILITY OF COMPANY AND ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT AND ANY COMPANY’S PRODUCT OR SERVICE WILL BE LIMITED, EXCEPT FOR REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, TO THE AMOUNT PAID, IF ANY, BY YOU FOR SUCH PRODUCT OR SERVICE, EVEN IF THAT AMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. COMPANY DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
12. TERM AND TERMINATION
12.1. The Agreement is not limited with any term and is effective until terminated, unless, as of the time the Product is acquired, the Agreement is time-limited with a fixed expiration period as may be specified on the License Server webpage, in the relevant Product section and/or supporting documentation and/or elsewhere publicly available with clear and disambiguous language.
12.2. The term of each of the licenses, acquired under the Agreement, is indicated in the expiration section on the License Server status web page.
12.3. You may terminate the Agreement at any time by returning and/or destroying the Product, related documentation and all copies thereof.
12.4. The Agreement will terminate immediately without notice from the Company if You fail to comply with any provision of the Agreement.
12.5. Upon the termination of the Agreement for whatsoever reason, You must cease all use of the Product and destroy all copies, full or partial, of the Product.
12.6. Sections concerning LIMITATIONS/RESTRICTIONS, CONFIDENTIALITY AND NON DISCLOSURE, OWNERSHIP, PRIVACY, LIMITED WARRANTY, DISCLAIMER, LIMITATIONS OF LIABILITY, and OTHER PROVISIONS will survive the termination of this Agreement, howsoever caused, and this will not imply or create any continued right for You to use the Product or any part of the Product after termination of this Agreement.
13. OTHER PROVISIONS
13.1. This Agreement, including the formation, interpretation, breach or termination thereof, will be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of law rules and principles. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. The parties to this Agreement shall each use commercially reasonable efforts to settle any dispute, controversy or claim arising out of or relating to this Agreement. If no solution is achieved within sixty (60) days of a party’s written notice of a dispute, You agree that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the for resolution to the Court of Arbitration of the Bulgarian Chamber of Commerce and Industry in Sofia, Bulgaria, and be resolved, enforced and further executed in accordance with court rules then in effect and any other laws then in force throughout the Republic of Bulgaria, except that if You are an individual or for any other reason arbitration may not apply to You, any such claim or dispute will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the competent court in Pleven, Bulgaria, and subject to appeal before the relevant appeal court and court of cassations. The parties to this Agreement waive any other venue to which either party might be entitled by domicile or otherwise. Nothing in the foregoing will prevent Company from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur. You will be considered to have received the Product and subscribed to a service based on the governing law agreed hereunder, regardless of where the Product and the service are delivered or accessed. Licensee may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without Company’s prior written consent, which may be withheld at Company’s sole and absolute discretion, and any unauthorized purported assignment by You will be void. You acknowledge and agree that Company may assign or sub-contract any of its rights or obligations under this Agreement.
13.2. In the event any of the terms of the Agreement is declared void because it conflicts with the applicable law, the rest of the terms and the Agreement as a whole will remain in full effect. Such invalid term will be superseded by the legal provisions.
13.3. Any amendment or modification of the Agreement shall only be made by an additional agreement made in writing between the parties (annex) and signed by both of them.
13.4. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
13.5. The Company will not be liable for any loss, damage or penalty if Product is not performing or Licensee is not able to use any or all of the Product’s features due to a force majeure (including, but not limited to short-circuits, power outages, internet network malfunctions, administrative limitations and others such as a war, strike, riot, crime, or an event described by the legal term “act of God” e.g., flooding, earthquake, etc.) or other causes beyond Company’s reasonable control.
13.6. The Company shall keep the right to make and have implemented, from time to time, any changes, improvements and corrections it deems necessary of the Product hereunder, as long as such change, improvement or correction does not affect the Products main function (rendering of 3d models or computational fluid dynamics simulations of smoke, fire and liquid effects) and does not qualify as a new product
13.7. Company may contact You with relevant product information or marketing communications, such as newsletters. Such communications contain instructions how Licensee can opt-out in case Licensee does not wish to continue receiving them.
13.8. the Product may contain technology to collect anonymous usage data, including but not limited to render or simulation times, settings and used features. Usage data will not contain any information that may be used to identify You or your work personally. However, such technology may inadvertently collect information which may identify you as an individual or organization, in which case the data privacy rules in the relevant section above will apply. Usage data will be collected only after explicit authorization by You and can be reviewed and disabled by You at any time. Usage data in raw or aggregated form may be transmitted to third party servers over the Internet, which may be or may be not under control of the Company. The Company may generate and publish summary reports based on the anonymous data obtained. Such reports may be made available in machine readable format to third parties for further analysis, generally, for the purposes of improving the quality of the Product and the services provided by the Company to You or the public.
13.9. The Company uses tools to collect information about Your preference and behavior in order to deliver certain features and extensions related to the Product, identify trends and bugs, collect usage statistics and track other data related to Your use of the Product, as may be instructed from time to time by the Company. By accepting this Agreement, You consent to collection, processing, use and transfer of data in the manner and for the purposes set out in this Agreement.
13.10. The Company may use various technologies to collect and store information when you use the Product, and this may include using cookies or similar technologies to identify Your copy of the Product.
13.12. This Agreement and any other terms referenced in this Agreement, as may be amended from time to time by the Company on its sole discretion, represent the complete and entire agreement between the parties regarding the subject matter hereof and supersede any and all prior proposals, agreements, representations and understandings between the parties, whether written or oral, regarding the subject matter hereof. The Product is licensed to You only upon condition that You accepts all of the terms and conditions contained and/or referenced herein. This is a license agreement and not an agreement for sale.
13.13. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
13.14. V-Ray and the V-Ray logo, Phoenix FD and the Phoenix FD logo, and ChaosGroup and ChaosGroup logo are registered trademarks of Chaos Software Ltd. All other brand names, product names, or trademarks belong to their respective holders.
13.15. Notices in connection with this Agreement will be in writing and will be sent by postal service or a delivery service. Notices will be effective when delivered and received by the Company at Company’s head office address, which currently is: Chaos Software Ltd., Mladost-1A, 147, Tsarigradsko shosse, 4th floor, 1784 Sofia, Bulgaria.
14. SPECIAL TERMS AND CONDITIONS FOR ADVANCED / COMMERCIAL LICENSE
14.1. The terms and conditions of this Agreement which are not clearly referred to as applicable only to specific License Type(s) will apply to all License Types, including but not limited to Advanced / Commercial License Type.
15. SPECIAL TERMS AND CONDITIONS FOR TRIAL LICENSE
15.1. Licensee may download а Trial License version for evaluation and, thereafter, if Licensee liked the Product, order license under the terms and conditions stipulated above, i.e. Licensee can try the Product before starting to pay a license fee. Even though a license fee is not paid for the Trial License, it does not mean that there are no conditions for using the Product under Trial License. These additional and specific terms contained in this Section “Trial License” will apply whenever Licensee chooses to use the Product under Trial License.
15.2. The Product under Trial License can be either a fully- functional, time-limited version, or a feature-limited version, or a combination of these two types. Detailed description of the Trial License restrictions might be found hereunder, on a designated Company web site and/or on the Product user-guide.
15.3. Subject to Licensee’s full and continuous compliance with this Agreement and the restrictions stipulated anywhere in this Agreement, Company grants, and Licensee accepts, a non-exclusive, non-sublicensable and non-transferable (except if the latter is permitted by applicable law) right and license for mere evaluation purposes only. Licensee is authorized to install, copy, and use the Product for the sole purpose of testing its functionality.
15.4. The product under this license type is provided free of charge only until it is a trial license. Continuous use of the product following expiration of the trial period, or any attempt to use the product following expiration of the trial period, are allowed only after payment in full of the attributable license fees. The specifics of the trial license exclude any refund request(s) concerning any linked license or otherwise referred license purchased for the purpose of using it together with the product. Inter alia, if a trial license is a time-limited, fully-functional version, allowing licensee to see and test all the features, licensee refund request will be declined if based on trial license claims concerning absence of certain feature(s) or if any feature doesn’t work as licensee expected it to work. All other refund cases, if any, are regulated by company warranty and limitation of liability policy.
15.5. Licensee may not, in addition to any other restrictions contained elsewhere:
a. use the Product without payment of the attributable license fees after expiration of the Trial License.
b. benefit commercially from using the Product in the authorized manner.
15.6. The Trial License may be limited with a term and will be effective until terminated or Licensee chooses to use the Product under the standard terms and conditions for the Product, in return for a license fee, stipulated in the other sections of this Agreement, whichever occurs earlier.
15.7. Licensee may terminate the Agreement at any time by returning and/or destroying the Product, related documentation and all copies thereof.
15.8. Company may terminate the Agreement at any time. the Agreement will terminate immediately without notice from Company if Licensee fails to comply with any provision of the Agreement.
15.9. Upon the termination of the Agreement for whatsoever reason, Licensee will cease all use of the Product and destroy all copies, full or partial, of the Product.
15.10. Unless at the end of the Trial Period Company decides to extend the Trial Period or Licensee elects to be licensed the Product in return for applicable fee, Licensee accepts to immediately stop using the Product and return and/or destroy the Product, related documentation and all copies thereof. If Licensee retains the Product after the end of the Trial Period, Company will consider that Licensee chose to be licensed the Product in return for an applicable fee, under the terms and conditions of the standard EULA for this Product. Payment of the applicable fees is due as from the day immediately following the end of the Trial Period, as instructed in details in the relevant invoice(s).
15.11. Sections (LIMITATIONS/RESTRICTIONS) (CONFIDENTIALITY AND NON-DISCLOSURE) (OWNERSHIP), (PRIVACY), (LIMITED WARRANTY), (DISCLAIMER), (LIMITATIONS OF LIABILITY) (OTHER PROVISIONS) will survive the termination of this Agreement, howsoever caused, and this will not imply or create any continued right for Licensee to use the Product or any part of the Product after termination of this Agreement.
16. SPECIAL TERMS AND CONDITIONS FOR BETA LICENSE
16.1. Whenever You are provided a Beta License Type for a Product, You acknowledge, understand, recognize and agree that the Product, and any of its updates may contain errors, AND ARE PROVIDED TO YOU FOR LIMITED EVALUATION PURPOSES ONLY.
16.2. Under this License Type You may not use the Product or Licensee’s Works for commercial purposes, unless a specific agreement with the Company is reached on that. The specific agreement may be replaced by a relevant statement of the Company stipulated on the beta section of the Product “Commercial Purposes” means, not limited to, to: sell, charge, accept payment in any form or other compensation for the usage of the Product, Licensee’s Works or parts of Licensee’s Works produced with the Product.
16.3. Offerings identified as “Beta”, “Labs” or “Pre-Release” or made available as “free” in other testing mode, or without requirement of payment for any other Company product (“Free Products”, in the meaning of products provided without obligation for payment or any additional consideration, other than receiving Feedback, or other valuable consideration which tangible value may not be easy to estimate), may be subject to additional terms and conditions that appear in connection with Your use of the free Products and are incorporated into these Terms by reference. For example, when You are offered Beta Products License Type:
a. You are entitled to participation based on Your commitment to participate and test the Product, where lack of sufficient participation is a good and sufficient cause for the Company to remove You from the Beta target group and Your access and use of the Product;
b. Generally, You may use Product solely for Your internal, non-productive business purposes, and solely: (a) to evaluate the technical and commercial viability of the Product; (b) to evaluate the reliability and functionality of the Product in a working environment; (c) to determine whether the features of the Product perform as designed and are useful; (d) to determine whether the Product will work for its intended purpose; and (e) to create and provide to the Company voluntary suggestions and technical feedback regarding the Product, including suggestions regarding viability and functionality of the Product. If You submit feedback or suggestions about the Product, Company may use Your feedback or suggestions without obligation to You
16.4. You may report to the Company for any and all functional flaws, errors, anomalies, bugs and other problems directly or indirectly associated with the Product known to or discovered by you. You agree that the contents of such reports to the Company, provided either in written or oral form, and any other materials, information, ideas, concepts, suggestions, improvements, know-how and the like (“Feedback”) provided by you (including corrections to problems in the Product and documentation) become property of Company. You agree to assign, and hereby assign, all right, title, and interest worldwide in the Feedback and the related intellectual property rights to Company, and agree to assist Company, at Company’s expense, in perfecting and enforcing such rights. Company may disclose or use Feedback for any and all business purposes whatsoever without any obligation to you. Under no circumstances will Company become liable for any payment to you for any Feedback that you have provided, whether concerning the Product or otherwise, no matter how such Feedback is used or exploited by Company. “Feedback” means any suggestions, feedback, improvement requests or other recommendations You or Your Users provide, relating to the Product. Chaos will have (and You grant) a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any Feedback. Under no circumstances Feedback may be considered Confidential Information.
16.5. You acknowledge and agree that possession, installation, use of the Product or Feedback submission does not transfer to You any title to the Company’s intellectual property. The Company and its licensors own and retain title to and ownership of, and all other rights with respect to, the Product, the Collateral Products, the Confidential Information, Feedback and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.
17. SPECIAL TERMS AND CONDITIONS FOR NFR LICENSE
17.1. Whenever You are provided a NFR License Type for a Product, You acknowledge, understand, recognize and agree that it is s a designation for the Product that gives You right only for testing and demonstration purposes, with the understanding that you will not resell the Product.
17.2. NFR ensures You complete, promotional copies of the Product, generally not eligible for upgrades when they become available, and will not include technical support, whenever offered by Company, unless otherwise clearly stated by the Company in the relevant Product section.
17.3. Product marked with NFR legend are not licensed for resale, and so no license for general use is granted.
18. SPECIAL TERMS AND CONDITIONS FOR EDUCATIONAL/ ACADEMIC LICENSE
18.1. Whenever You are provided an Educational, also referred to as Academic, License Type for a Product, You acknowledge, understand, recognize and agree that it is a License limited to Your educational purposes, and is only available for licensees that are academic or educational institutions or individuals that are students or educators.
18.2. Academic or educational institutions are defined as those dedicated to education, including public and private universities, colleges, junior colleges, elementary, middle, high schools, and technical schools which are accredited by a state or other appropriate governmental agency or organization.
18.3. Student/ educator is a person who can confirm enrollment/ employment at a degree-granting educational institution.
18.4. The Company may decide not to charge a full license fee and this will be clearly indicated in the relevant Product section.
19. SPECIAL TERMS AND CONDITIONS FOR RENDERFARM LICENSE
19.1. Whenever You are provided a license for use of the Product for commercial renderfarm services, an additional agreement supplementing and amending the present Agreement will be signed with You.
3. User Accounts
- Account Creation.
- Your Personal Information.
4. Age RestrictionsYou may not register for a user account or use 3D Warehouse to Distribute Models if you are under 13 years of age unless we have verified parental consent.
5. Third Party Models, Products and ServicesSome of the 3D Warehouse Materials (defined below in Section 10) may be provided or owned by third parties. Trimble does not endorse, guarantee or provide a warranty for the third party 3D Warehouse Materials and may or may not review them for compliance with law (copyright, patent or any other laws) or Trimble policies. Use of a third party Model is governed by the License Terms Applicable to Models set forth below. TRIMBLE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO MODELS POSTED BY THIRD PARTIES (AND ANY ACTION YOU TAKE BASED ON THEM).
6. Trimble Proprietary Products and ServicesTrimble’s obligations with respect to its own, proprietary products and services are governed solely by the terms and conditions of agreements under which Trimble provides them to you. If you obtain a Trimble proprietary product or service through 3D Warehouse that is provided without an agreement, that product or service is provided “AS-IS” with no warranties whatsoever, express or implied, and your use of that Trimble product or service is at your own risk. Nothing herein grants you any license, rights, title or interest in or to the Trimble SketchUp software which is licensed to you pursuant to a separate agreement (“SketchUp License Agreement” ). Trimble may update, fix or upgrade the SketchUp software from time-to-time without notice and such changes may affect compatibility or interoperability of your Model. Your right, if any, to receive such updates, fixes or upgrades is dependent upon and governed by the terms of the applicable SketchUp License Agreement between you and Trimble.
9. Distribution of Models through 3D Warehouse
- Qualifications and Distribution Terms.
- Grant of Licenses. Distributors grant two licenses to their Models as follows:
- Title and Ownership.
- Trimble Not Responsible for Your Models.
- Representations and Warranties.
10. 3D Warehouse Materials; Use Restrictions
- Proprietary Rights.
- Use Restrictions
- Decompile, reverse engineer, or disassemble 3D Warehouse Materials that is software (except and only to the extent permitted by applicable law, and then only with advance notice to Trimble);
- Remove or modify any copyright or other proprietary or legal notices from 3D Warehouse Materials; or
- Using 3D Warehouse Materials to disseminate or convey inappropriate, defamatory, obscene, salacious, or unlawful information, images or content; or to harass, stalk, threaten or otherwise violate the legal rights of others;
- Using 3D Warehouse Materials in such a manner so as to interfere unreasonably with its use by others;
- Attempting or assisting another to access, alter, or interfere with the communications and/or information of another user;
- Scraping information from 3D Warehouse;
- Account fraud or unauthorized access of an account;
- Uploading, or otherwise making available, any Models or any other 3D Warehouse Materials, including files that contain text, images, photographs, software or other content owned by others, in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of others;
- Advertising, offering to sell or buy goods (other than Models, if applicable), or using 3D Warehouse Materials for business promotional purposes, except as expressly permitted by Trimble or the General Model License;
- Violating any code of conduct associated with 3D Warehouse, or any applicable laws or regulations;
- Taking any action that imposes an unreasonable or disproportionately large load on 3D Warehouse infrastructure; or uploading files that contain viruses, Trojan horses, worms, or other similar software or programs that cause damage to computers or property of others; or
- Using any messaging functionality made available through 3D Warehouse to send communications which would violate applicable law (including, but not limited to, the CAN-SPAM Act of 2003) or which contain content or materials of the type prohibited in subsections (i), (vi), (vii) or (ix) above.
11. User Posted Materials3D Warehouse may include feedback, ratings and review mechanisms, messaging functionality and other ways in which users can post, upload, interact with, share and submit materials (e.g., text, images, data, etc.) (collectively, “User Communications”). USER COMMUNICATIONS WILL BE CONSIDERED NON-CONFIDENTIAL AND NON-PROPRIETARY AND BY POSTING, UPLOADING, INPUTTING, OPTING TO SHARE, OR OTHERWISE SUBMITTING ANY USER COMMUNICATIONS TO 3D WAREHOUSE, YOU UNDERSTAND AND AGREE THAT:
- You are granting Trimble, its designees and sub-licensees, consent and permission to use your User Communications, including without limitation, worldwide, royalty-free, non-exclusive, perpetual license rights with right of sublicense to disclose, reproduce, store, display and perform (publicly or otherwise), publish, adapt, modify, transmit, distribute, have distributed, edit, translate, reformat, create derivative works based on and otherwise use such User Communications; and
- You represent and warrant that you own or otherwise control all of the rights to your User Communications and that your User Communications will not infringe or violate the rights of any third party.If you use the “Contact Me” functionality provided by 3D Warehouse to send private messages to other users, you acknowledge and agree that those other users will be able to see your name and email address in the “reply to” field of your message, view the contents of your message and respond directly to the email address associated with your account.
12. Ratings and Reviews of Models
- In General.
- Terms Specific to Developers.
13. Aggregated Information; FeedbackIn addition to Trimble’s other rights, Trimble may collect aggregated information regarding your interaction with 3D Warehouse and Models (excluding any personally identifiable information) and may exploit and use such aggregated information for any purpose without restriction. Trimble may freely use, copy, disclose, prepare derivative works based on, publicly perform or display, distribute and exploit any feedback, bug reports or suggestions you provide to Trimble (including in User Communications) regarding 3D Warehouse Materials or other Trimble products and services, without any obligation, royalty or restriction based on intellectual property rights or otherwise.
- Trimble reserves the right to seek all remedies available in law and equity for such violations;
- Any authorization and license you have to use and/or Distribute the Models and to use or access other 3D Warehouse Materials shall automatically terminate; and
- You must immediately discontinue use of and destroy any downloaded Models or other 3D Warehouse Materials, including in any Combined Work.
15. 3D Warehouse MessagingYou agree that Trimble may contact you with messages sent from time to time through your personal computer, mobile phone or other wireless device delivered using SMS-based text messages, email messages or other communication mechanisms, in situations when such contact is required to respond to your User Communications, send you service announcements or administrative messages, inform you about material events concerning you and your account, or send marketing communications describing new 3D Warehouse features or highlight featured content to you. You may opt out of those Trimble marketing communications at any time by updating your account preferences.
16. IndemnificationUpon a request by Trimble, you agree to defend, indemnify and hold harmless Trimble and its affiliates, agents, suppliers and third parties, and its and their employees, contractors, officers and directors from all liabilities, claims and expenses, including attorneys’ fees, that arise from:
- Your use or misuse of 3D Warehouse Materials
- Distribution of your Models
- Violation of the Qualifications
- Intellectual property infringement by your Models
- Your use of any Models you have downloaded
- Your breach of the General Model License associated with Models you have downloaded
18. Warranty DisclaimerTrimble assumes no responsibility for the accuracy of 3D Warehouse Materials; nor does Trimble warrant that 3D Warehouse Materials are up-to-date, that 3D Warehouse Materials will meet your needs, that 3D Warehouse Materials will be available at any particular time or location, that any defects or errors will be corrected, or that 3D Warehouse Materials are free of viruses or other harmful components. Your use of 3D Warehouse Materials and Distribution of Models is at your sole risk. Mention of non-Trimble products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. 3D WAREHOUSE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY BY TRIMBLE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR A PARTICULAR PURPOSE.
20. Links to Third Party Web Sites3D Warehouse may contain links to third party web sites whether provided by Trimble or a user of 3D Warehouse. Access to any other web site linked to 3D Warehouse is at the user’s own risk. Trimble does not control, and is not responsible for, the accuracy or reliability of any information, content, data, opinions, advice or statements made on those web sites, or about any products found at those web sites, or about any search results that may be obtained from using them. Trimble provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.
21. Linking to 3D WarehouseYou may create links to 3D Warehouse from other web sites, but only in accordance with the following guidelines (or other guidelines that Trimble may provide from time to time) and in compliance with applicable law. A web site that links to 3D Warehouse:
- May refer to the Trimble company name, SketchUp or 3D Warehouse name or product names in a plain text font and format in accordance with Trimble’s general trademark usage guidelines, using appropriate wording such as “This way to 3D Warehouse” or “Click here for more information on SketchUp products.”
- Shall not imply that Trimble is endorsing its products.
- Shall not misrepresent its relationship with Trimble.
- Shall not present false information about Trimble products or services.
- Shall not use the Trimble or SketchUp or 3D Warehouse logos or other trademarks (including third party trademarks) without permission from Trimble or the owner of the trademark.
- Shall not charge or attempt to charge for the use of 3D Warehouse or any Models which are not your own Models.
- Shall not contain content that could be construed as distasteful, offensive or controversial, and shall contain only content that is appropriate for all age groups.
22. Copyright and Trademark InformationCopyright information and a current list of United States trademarks owned by Trimble is set forth at http://www.trimble.com/copyrights.aspx. Any questions concerning their use, or whether a trademark that does not appear on this list is a trademark of Trimble, should be referred to Trimble’s Intellectual Property department at U.S. +1 408 481 8000.
24. International3D Warehouse is administered by Trimble from its offices or those of its affiliates at various locations within the United States of America. Trimble may also make use of its U.S. or foreign affiliates or one or more external service providers to host 3D Warehouse. Consequently, data is collected, sent, processed and stored in the United States and may be collected, sent, processed and stored outside the United States. You acknowledge that in the event of conflict of privacy laws or practices in your jurisdiction and those in the domicile of the entity hosting 3D Warehouse the law applicable in the domicile of the hosting entity will have precedence at all times. Trimble makes no representation that the Warehouse Materials are appropriate or available for use in locations outside the United States, and accessing them from territories where they are illegal is prohibited. You may not use or export or re-export the Warehouse Materials or any copy or adaptation in violation of any applicable laws or regulations including, without limitation, United States export laws and regulations. If you choose to access 3D Warehouse from locations outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.
27. Digital Millennium Copyright ActNotice and Procedure for Making Claims of Copyright Infringement If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Trimble’s DMCA administrator the written information specified below, as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2).
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on 3D Warehouse;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.