Chaos Software V-Ray RT License Agreement
IMPORTANT - READ CAREFULLY: This End User Software Licensing Agreement is a legal agreement between you (either an individual or a single entity, hereinafter referred to as “THE USER”) and CHAOS SOFTWARE LTD., hereinafter referred to as “THE COMPANY”.
1.1. THE COMPANY transfers, and THE USER accepts the rights over the following software product: V-Ray RT interactive rendering system for Autodesk 3ds Max, hereinafter referred to as “THE PRODUCT”.
1.2. THE COMPANY transfers, and THE USER receives the following rights over the above mentioned product:
a) to load the program, to view it on a computer screen, to execute it, to transmit it to a distance, to keep it on a computer storage device;
b) to create a back-up copy of the program, if that is needed for the specific use that the program has been acquired for.
c) to benefit materially from using the program in the authorized manner, including the sale of purchased licensed copies to third persons. THE USER shall only be entitled to sell a licensed copy to a third person if THE USER previously informs THE COMPANY about the sale and provides THE COMPANY with details identifying the purchaser (for individuals – name, current address, e-mail, and for corporations – company name, place of business, authorized representative) so that THE COMPANY can update its records.
1.3. By this Agreement THE COMPANY transfers to THE USER the rights referred to in paragraph 1.2 for 1 (one) licensed copy of THE PRODUCT.
1.4. A licensed copy constitutes of all computer files provided to THE USER by THE COMPANY (including but not limited to installation files, binary executable files, library files, configuration files and documentation files).
1.5. THE USER is entitled to using the graphical user interface of THE PRODUCT only on one computer or another technical device, respectively, at any one time. THE USER is entitled to using up to 10 (ten) running copies of THE PRODUCT for distributed network rendering at any one time for the full version of THE PRODUCT, and up to 2 (two) running copies of THE PRODUCT for distributed rendering at any one time for the evaluation demo version of THE PRODUCT.
1.6. By this Agreement no rights over the trade marks of THE COMPANY, or other rights not specified herein, respectively, are being transferred to THE USER.
2.1. THE COMPANY shall have to furnish THE USER via electronic way, floppy disk or in another way agreed between the parties hereto, with the amount, specified herein, of licensed copies of the product whose rights are being transferred by this agreement.
2.2. THE COMPANY shall have to fulfill conscientiously its obligations hereunder;
2.3. THE COMPANY shall have to keep confidential any of THE USER’s trade secrets, as well as any other information or data THE COMPANY may become aware of during or in relation with the execution of this Agreement;
2.4. THE COMPANY shall keep the right to make any changes, improvements and corrections it deems necessary of the product hereunder, as long as such change, improvement or correction does not affect the product’s main function;
2.5. THE COMPANY shall not be responsible for any problems that may appear during or because of the use of the PRODUCT. If the technical medium containing THE PRODUCT (a floppy disk, CD or other) is found to be defective at the time of delivery to THE USER, a representative of THE COMPANY shall record such circumstance, and on THE COMPANY’s consent, the representative shall provide THE USER with a new copy of the same product. If THE PRODUCT requires a hardware lock for its proper operation, the rights and obligations of THE COMPANY with respect to the hardware lock shall be as defined in Article 5.
2.6. THE COMPANY shall not be liable in case THE USER 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 or network malfunctions, administrative limitations and others);
2.7. THE COMPANY's entire liability shall be limited to damages of an amount equal to the amount of the initial purchase price originally paid by THE USER for THE PRODUCT. The entire liability of THE COMPANY and THE USER's exclusive remedy will be to attempt to correct or work around errors, to replace THE PRODUCT or to refund the purchase price and terminate this Agreement.
3.1. THE USER shall not:
a) Reproduce the product, except for a back-up copy;
b) Use THE PRODUCT to develop a new software product with the same main function;
c) 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, except for selling THE PRODUCT under the terms Article 1.2.c of this Agreement;
d) 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;
e) Adapt or reverse compile or reverse engineer the whole or any part of THE PRODUCT;
f) Remove or alter any copyright or other proprietary notice from THE PRODUCT;
g) Not by itself 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;
h) Adapt or reverse engineer or otherwise tamper with a hardware lock provided with THE PRODUCT.
3.2. THE USER shall notify THE COMPANY immediately if THE USER becomes aware of any unauthorized use of the whole or any part of THE PRODUCT by any third party.
3.3. THE USER shall be entitled to the rights specified in Article 1.2 of this agreement.
4.1. THE USER shall be obligated to provide THE COMPANY with any information needed for the accurate completion of the agreement’s object.
4.2. THE USER shall be obligated to keep confidential any THE COMPANY’s trade secrets, as well as any other information he/she may become aware of during or in relation with the execution of this Agreement.
Article 5. THE PRODUCT may include protection schemes to prevent usage of unlicensed copies of THE PRODUCT.
5.1. The product may require a software license (authorization) key in order to work properly. In such a case, THE USER must request the license key from THE COMPANY. In order to properly generate this key, THE COMPANY may obtain certain information about THE USER's computer system through a product license request code. THE COMPANY understands that this information may be sensitive and shall consider it as confidential. THE COMPANY guarantees that this information will be used only internally and in order to prevent illegal use of THE PRODUCT. THE COMPANY also guarantees that it will use its best commercially reasonable efforts to protect this information except in cases where this information might be required by applicable law.
5.2. THE PRODUCT may require a hardware lock (dongle) in order to work properly.
a) For licenses of THE PRODUCT purchased on or after May 1st, 2006, THE COMPANY provides THE USER with one hardware lock per license free of charge, excluding shipping fees and other taxes.
b) For licenses purchased before May 1st, 2006, THE USER must obtain a hardware lock separately by contacting THE COMPANY. THE COMPANY will then provide THE USER with the hardware lock though one of its distributors or by means of regular mail, courier service or any other means that THE COMPANY deems fit. The hardware lock will be free of charge excluding any shipping costs and other taxes.
c) If THE USER does not receive a hardware lock requested as per points a) and b), THE COMPANY will re-send a replacement at its own expense.
d) If a hardware lock malfunctions within 12 months of the date of purchase and the hardware lock does not show signs of physical damage or any other ways of improper use, THE USER may return it to THE COMPANY and obtain a new hardware lock free of charge excluding shipping costs or any other taxes.
e) If a hardware lock malfunctions after 12 months of the date of purchase or if it shows signs of physical damage or improper use, THE USER must contact his reseller or THE COMPANY and purchase a replacement. In this case THE USER must send the damaged hardware lock back to the reseller or THE COMPANY at his or her own expense.
6.1. This Agreement is effective until terminated.
6.2. THE USER may terminate this Agreement at any time by destroying THE PRODUCT, related documentation and all copies thereof.
6.3. This Agreement will terminate immediately without notice from THE COMPANY if THE USER fails to comply with any provision of this agreement.
6.4. Upon termination THE USER must destroy THE PRODUCT and related documentation and all copies thereof.
Article 7. Any dispute about the existence and the validity of this Agreement, or in relation with the Agreement or with a breach of it, including any dispute and discrepancy about the effect, interpretation, termination, performance or failure to execute it, shall be settled by negotiations. In the event no solution is achieved, the dispute shall be taken to the Arbitration Court of Zurich. The arbitration language shall be English, and the applicable legislation shall be the Bulgarian legislation.
Article 8. In the event any of the terms of this Agreement is declared void because it conflicts with the applicable law, the rest of the terms and the agreements as a whole shall remain in full effect. Such invalid term shall be superseded by the legal provisions.
Article 9. The parties hereto shall be obligated not to disclose to any third party any part of the information exchanged in the negotiations held between them during or in relation with the execution of the agreement.
Article 10. Any amendment or modification of this agreement shall only be made by an additional agreement made in writing between the parties (annex) and signed by both of them.
V-Ray and the V-Ray logo are registered trademarks of Chaos Software Ltd. 3ds Max is a registered trademark of Autodesk, Inc. All other brand names, product names, or trademarks belong to their respective holders.