END USER SOFTWARE LICENSE AGREEMENT
Miarmy Crowd for Maya Plug-in, Express Version
IMPORTANT - PLEASE READ CAREFULLY:
BASEFOUNT TECHNOLOGY LTD ("THE COMPANY") licenses the Miarmy Crowd Plug-in for Autodesk Maya, Express Version (hereinafter referred to as "THE PRODUCT") to you (either an individual or a single entity, hereinafter referred to as "THE LICENSEE") only upon the condition that THE LICENSEE accept all of the terms contained in this END USER SOFTWARE LICENSE AGREEMENT ("AGREEMENT").
Article 1. GRANT OF LICENSE
1.1 THE COMPANY is empowered, and has agreed to grant THE LICENSEE a non-exclusive, non-transferable limited license to use THE PRODUCT in accordance with the terms and conditions of this AGREEMENT. This AGREEMENT permits a single user to use THE PRODUCT on only one computer at one location at any one time, provided that THE PRODUCT is used for non-commercial purposes. Those may be but are not limited to demonstration purposes, testing and evaluation of THE PRODUCT.
1.2. THE COMPANY also agrees to grant THE LICENSEE 1 (one) license of Miarmy Express. The rights and obligations of THE COMPANY and THE LICENSEE with respect this license of Miarmy Express shall be arranged in a separate agreement.
1.3 THE PRODUCT license is unlimited without any expiration period for all THE PRODUCT upgrading and all versions.
Article 2. INTERPRETATION & DEFINITIONS
In this AGREEMENT unless the context otherwise requires:
2.1 'Documentation' means the technical manuals, user manual and other information, which is being made available by THE COMPANY to THE LICENSEE in either printed or machine readable form;
2.2 'Intellectual Property Rights' means any and all patents, registered trademarks, registered designs, application for any of the foregoing, trade and business names, unregistered trademarks, logos, know-how, trade secrets, copyrights, rights in designs, inventions, rights under licenses and consents in relation to any such rights and rights on the same of similar effect or nature in relation to software, source code, object code and associated documentation, together with all goodwill whether or not attaching or relating thereto, in any part of the world.
2.3 'Use' shall mean the right of THE LICENSEE to:
2.3.1 design, create and test THE LICENSEE's own works ("LICENSEE Works") using THE PRODUCT PROVIDED THAT these are not used for commercial purposes;
2.3.2 make back-up copies of THE PRODUCT;
2.3.3 THE LICENSEE may modify and make unlimited copies of any resulting animations, still images or scene files contained in THE PRODUCT, PROVIDED THAT THE LICENSEE shall indemnify, hold harmless and defend THE COMPANY against any and all costs, claims, demands, expenses, losses and liabilities of whatsoever nature which may arise in conjunction with the distribution or use of THE LICENSEE's Works and copies of files contained in the PRODUCT.
2.4 'Commercial purposes' means to: sell, charge or accept payment in any form for the usage or resulting imagery produced with THE PRODUCT itself.
Article 3. PROPERTY AND CONFIDENTIALITY IN THE PRODUCT
THE PRODUCT and the Documentation shall remain the sole and exclusive property of THE COMPANY. Nothing in this AGREEMENT shall confer any Intellectual Property Rights of THE COMPANY on THE LICENSEE.
Article 4. RESTRICTIONS
Save as otherwise expressly set out herein or as otherwise expressly permitted by law, THE LICENSEE shall not:
4.1 make any translation, adaptation, arrangement and any other alteration of THE PRODUCT or make any reproduction or distribution;
4.2 adapt or reverse compile or reverse engineer the whole or any part of THE PRODUCT, assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber THE PRODUCT or use THE PRODUCT on behalf of any third party, or make available the same to any third party without the prior written consent of THE COMPANY;
4.3 remove or alter any copyright or other proprietary notice from THE PRODUCT;
4.4 not by THE LICENSEE or with others participate in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of THE PRODUCT or THE COMPANY or other practices which may be detrimental to THE PRODUCT or THE COMPANY;
4.5 notify THE COMPANY immediately if THE LICENSEE become aware of any unauthorized use of the whole or any part of THE PRODUCT by any third party;
4.6 use THE PRODUCT for commercial purposes.
Article 5. WARRANTY
THE COMPANY DOES NOT WARRANT THAT THE USE OF THE PRODUCT WILL MEET THE LICENSEE REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE DATA CONTAINED IN THE PRODUCT. THE COMPANY DOES NOT WARRANT THE ACCURACY OF THE COMPUTATIONS CARRIED OUT BY THE PRODUCT DURING ITS OPERATION AND SPECIFICALLY DOES NOT WARRANT ITS USE IN SAFETY CRITICAL APPLICATIONS. SUBJECT TO THE FOREGOING ALL CONDITIONS, WARRANTIES, TERMS AND UNDERTAKINGS EXPRESSED OR IMPLIED STATUTORY OR OTHERWISE IN RESPECT OF THE PRODUCT AND THE DOCUMENTATION ARE HEREBY EXCLUDED TO THE GREATEST EXTENT PERMISSABLE BY APPLICABLE LAW.
Article 6. LIMITATION OF LIABILITY & REMEDIES
Subject to the limitations set out below, THE COMPANY shall NOT accept liability to THE LICENSEE in respect of direct damage to tangible property resulting from the negligence of THE COMPANY or its employee's agents or sub-contractors. THE COMPANY shall NOT be liable to THE LICENSEE in respect of any Event of Default for loss of data, information, profits or goodwill (whether such loss is direct or indirect) or any type of special indirect or consequential loss (including loss or damage suffered by THE LICENSEE as a result of an action brought by a third party) even if such loss was reasonably foreseeable or THE COMPANY had been advised of the possibility of THE LICENSEE incurring the same. If a number of Events of Defaults give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement. The Entire Liability of THE COMPANY and THE LICENSEE扴 exclusive remedy under the warranty provided herein will be to attempt to correct or work around errors, to replace THE PRODUCT or terminate this AGREEMENT. This remedy is subject to return of the PRODUCT to THE COMPANY.
Article 7. INDEMNITIES
THE LICENSEE shall indemnify THE COMPANY, and keep THE COMPANY fully and effectively indemnified on demand from and against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which THE COMPANY may sustain or incur, or which may be brought or be established against THE COMPANY by any person, which in any case arise out of or in relation to, or by reason of:- any breach by THE LICENSEE of their obligations under this AGREEMENT; any alteration, modification, adjustment or enhancement made by THE LICENSEE to THE PRODUCT; or any combination, connection, operation or use of THE PRODUCT with any other equipment, software or documentation not supplied by THE COMPANY.
Article 8. TERMINATION
This AGREEMENT is effective until terminated. THE LICENSEE may terminate this AGREEMENT at any time. Upon termination of this agreement, THE LICENSEE must return to THE COMPANY all copies of the product.
Article 9. EXTENSION
This AGREEMENT shall be automatically deemed extended for the same period of time and under the same terms and conditions as this one, in the event that neither party gives a termination notice in writing to the other party until one month before the expiration date of this AGREEMENT.
Article 10. ENTIRE AGREEMENT
THE COMPANY shall not be liable to THE LICENSEE for any losses arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of execution of this AGREEMENT other than those representations, agreements, statements or undertakings confirmed by a duly authorized representative of THE COMPANY in writing or expressly incorporated or referred to in this AGREEMENT.
Miarmy and the Miarmy logo are registered trademarks of BASEFOUNT TECHNOLOGY LTD.
Autodesk and Maya are trademarks or registered trademarks of Autodesk, Inc.
PhysX and PhysX logo are are trademarks or registered trademarks of NVIDIA, Inc.
3Delight is trademarks or registered trademarks of DNA Research, Inc.
All other brand names, product names, or trademarks belong to their respective holders.