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LICENSE SERVER AGREEMENT


IMPORTANT – PLEASE READ CAREFULLY

THE COMPANY licenses the License Server ("THE LICENSE SERVER") to you (either you as an individual or the legal entity for which you represent and warrant that you have the right, power and authority to act on behalf of and bind to this agreement) ("THE LICENSEE") only upon the condition that you accept all of the terms and conditions contained in this LICENSE SERVER AGREEMENT ("THE AGREEMENT"). This is a license agreement and not an agreement for sale.

THE LICENSE SERVER is used to prevent usage of unlicensed versions or copies of particular COMPANY's Software Product. For the purpose of this Agreement "Software Product" shall mean any software program over which THE COMPANY has intellectual property rights.

In order to work properly, THE LICENSE SERVER requires: i) a Hardware Lock ("THE DONGLE"), provided by THE COMPANY directly or via its authorized reseller; or ii) an internet connection to THE COMPANY's online licensing service; or iii) one or more software license files ("THE LICENSE FILES"), provided by THE COMPANY.

By installing, accessing, or otherwise copying or using all or any portion of THE LICENSE SERVER you agree to be legally bound by THE AGREEMENT. If THE LICENSEE does not agree to any or all of the terms in THE AGREEMENT, THE LICENSEE must not install, access, or otherwise copy or use THE LICENSE SERVER or THE DONGLE (if applicable) and may, within thirty (30) days from the date of acquisition, return, for a refund (if applicable), THE LICENSE SERVER, THE DONGLE and any accompanying documentation and materials to THE COMPANY or its authorized reseller from which THE LICENSE SERVER and THE DONGLE were acquired.

1. SCOPE

  1. THE COMPANY licenses and THE LICENSEE accepts the following non-sublicensable, non-exclusive, non-transferable (except if the latter is permitted by applicable law) right and license:
    1. to install THE LICENSE SERVER, to load it, to view it on a computer screen, to execute it, to use it, to transmit it to a distance, to keep it on a computer storage device;
    2. to create a back-up copy of THE LICENSE SERVER, if that is needed for the specific use that THE LICENSE SERVER has been acquired for and LICENSEE keeps all copyright notices and other marks of ownership on each copy, or partial copy, of THE LICENSE SERVER, if any. The back-up copy is for LICENSEE's own internal use only and cannot be provided to any third parties;
    3. to benefit commercially from using THE LICENSE SERVER in the authorized manner considering the restrictions in Article 3.1. below.
  1. THE COMPANY licenses to THE LICENSEE the rights referred to in Article 1.1 for 1 (one) copy of THE LICENSE SERVER.
  2. A copy of THE LICENSE SERVER constitutes of all computer files provided to THE LICENSEE by THE COMPANY (including but not limited to installation files, binary executable files, library files, configuration files and documentation files).
  3. By this AGREEMENT no intellectual property rights of THE COMPANY, or other rights not specified herein, respectively, are being transferred or licensed to THE LICENSEE.

2. RIGHTS AND OBLIGATIONS OF THE COMPANY

  1. THE COMPANY shall have to furnish THE LICENSEE via electronic way with the copies of THE LICENSE SERVER whose rights for use, as defined in Article 1.1., are being licensed by THE AGREEMENT.
  2. THE COMPANY shall have to keep confidential any of THE LICENSEE'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 THE AGREEMENT, except where such information or data is required by applicable law.
  3. THE COMPANY shall keep the right to make any changes, improvements and corrections it deems necessary to THE LICENSE SERVER.
  4. THE COMPANY shall not be responsible for any problems that may appear during or because of the use of THE LICENSE SERVER.
  5. THE COMPANY shall not be liable in case THE LICENSEE is not able to use any or all of THE LICENSE SERVER'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.).

3. RIGHTS AND OBLIGATIONS OF THE LICENSEE

  1. THE LICENSEE shall not:
    1. make copies or otherwise reproduce THE LICENSE SERVER except for back-up copies made only for their own usage and which cannot be provided to any third parties;
    2. replicate THE DONGLE, if any;
    3. use THE LICENSE SERVER, THE DONGLE and/or THE LICENSE FILES to develop new software which is substantially similar to the expression of THE LICENSE SERVER and/or THE LICENSE FILES;
    4. redistribute or give away in any way (lease, rent, lend, donate, exchange, share or other) THE LICENSE SERVER,THE DONGLE, and/or THE LICENSE FILES to any third parties. The LICENSEE is not allowed to sell, transfer, assign or grant access to the acquired LICENSE SERVER, THE DONGLE and/or THE LICENSE FILES to a third party. LICENSEE ensures that THE LICENSE SERVER, THE DONGLE and THE LICENSE FILES are used only by LICENSEE personally, in case LICENSEE is an individual, or by LICENSEE's employees, on LICENSEE's behalf, in case LICENSE is a legal entity, and LICENSEE is responsible for compliance with the terms of this AGREEMENT by its employee;
    5. THE LICENSE SERVER, THE DONGLE and THE LICENSE FILES cannot be used for commercial render-farm service that provide third parties with contracted/on demand rendering services. Render-farm service providers will need a separate agreement with THE COMPANY;
    6. make any translation, adaptation, arrangement and any other alteration of THE LICENSE SERVER and/or THE LICENSE FILES or make any reproduction, distribution, communication, display or performance to the public of the results of such acts;
    7. adapt or reverse compile or reverse engineer the whole or any part of THE LICENSE SERVER;
    8. adapt or reverse engineer or otherwise tamper with THE DONGLE and/or THE LICENSE FILES;
    9. remove or alter any copyright or other proprietary notice from THE LICENSE SERVER and/or THE LICENSE FILES;
    10. use THE LICENSE SERVER and/or THE LICENSE FILES in a manner that infringes any third party's copyrights or any other rights;
    11. participate in any illegal, deceptive, misleading, unethical practices and activities which may be detrimental to THE COMPANY.
  1. THE LICENSEE shall notify THE COMPANY immediately if THE LICENSEE becomes aware of any unauthorized use of the whole or any part of THE LICENSE SERVER, THE DONGLE, and/or THE LICENSE FILES by any third party. The notification shall be made to: contacts@chaosgroup.com.
  2. THE LICENSEE shall be entitled only to the rights specified in Article 1.1 of this AGREEMENT.
  3. THE LICENSEE shall be obligated to provide THE COMPANY with any information needed for the accurate completion of the AGREEMENT's objective.
  4. THE LICENSEE shall be obligated to keep confidential any of THE COMPANY's trade secrets, as well as any other information they may become aware of during or in relation with the execution of this AGREEMENT, except where such information is required by applicable law.

4. PROTECTION MECHANISMS

  1. THE LICENSE SERVER may include one or more protection schemes to prevent usage of unlicensed copies of the Software Products, as follows:
    1. THE DONGLE, and/or
    2. an internet connection to THE COMPANY's online licensing service, and/or
    3. THE LICENSE FILES
  1. If THE DONGLE proves to be defective within 24 months from the date of purchase by the LICENSEE and the defect is not a result of physical damage, improper handling or any other improper use as specified by the manufacturer of THE DONGLE, THE COMPANY shall replace it after receiving the defective one. All shipping costs and any other taxes are to be covered by the LICENSEE.
  2. If the defect has arisen from improper handling, physical damage or any other way of improper use, THE COMPANY has no obligations to replace the defective DONGLE free of charge and the replacement must be paid according to the prices set out by THE COMPANY or its authorized reseller.
  3. If any defect has arisen later than 24 months of the date of purchase by THE LICENSEE, THE COMPANY has no obligations to replace the defective DONGLE free of charge. In this case the replacement must be paid according to the prices set out by THE COMPANY or its authorized reseller.
  4. THE DONGLE and/or THE LICENSE FILES may contain one or more licenses for different Software Products licensed by THE COMPANY to THE LICENSEE. The total number of licenses to be put on THE DONGLE and/or THE LICENSE FILES must not exceed the number of licenses for said Software Products acquired by THE LICENSEE. If THE LICENSEE already has another DONGLE provided by THE COMPANY, THE LICENSEE is not obliged to buy a separate DONGLE for each new license that THE LICENSEE acquires. If THE LICENSEE already has acquired LICENSE FILES provided by THE COMPANY, THE LICENSEE is obliged to acquire separate LICENSE FILES for each new license that THE LICENSEE acquires.
  5. In case THE DONGLE is lost or stolen, THE LICENSEE is allowed to purchase a new DONGLE according to the prices set out by THE COMPANY or its authorized reseller. THE LICENSEE will be charged additionally for the shipping costs and any other taxes. THE COMPANY keeps its right to refuse to replace a DONGLE at its own discretion.
  6. Under the provisions defined in Article 4, if a DONGLE needs to be replaced, the COMPANY keeps its right to provide THE LICENSEE with a suitable replacement which may differ from the original.

5. COLLATERAL PRODUCTS

  1. THE LICENSE SERVER,THE DONGLE, and/or THE LICENSE FILES may be accompanied, may contain or 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 LICENSEE agrees to comply with them.
  2. LICENSEE 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. LICENSEE acknowledges and agrees that COMPANY has no responsibility for, and makes no representations or warranties regarding, such third party's software, data, documents or other materials or LICENSEE's use of such third party's software, data, documents or other materials.

6. PRIVACY (IN CASE LICENSEE IS AN INDIVIDUAL)

  1. LICENSEE acknowledges and agrees that in order to acquire and use THE LICENSE SERVER through THE COMPANY's online licensing service and/or THE LICENSE FILES, LICENSEE (and third parties acting on LICENSEE's behalf) may have to provide, and COMPANY and its resellers (and third parties acting on behalf of COMPANY and its resellers) may acquire, certain personal information and data with respect to LICENSEE. By accepting the AGREEMENT LICENSEE hereby consents to COMPANY processing such information and data. COMPANY is a registered data administrator (Bulgarian Personal Data Protection Act (01 Jan. 2002 and as amended from time to time)) and as such COMPANY takes appropriate technical measures to protect LICENSEE's personal information and data. Personal information and data provided to COMPANY in connection with this AGREEMENT may be processed in Bulgaria or any other country in which COMPANY or its subsidiaries, affiliates or resellers maintain facilities. By acquiring THE LICENSE SERVER, LICENSEE consents to the transfer of such information outside of LICENSEE's country. 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.
  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.
  3. COMPANY may provide personal information and data to its subsidiaries and affiliates or resellers in connection with the provision, maintenance, administration or usage of THE LICENSE SERVER. Personally identifiable information and data will not be disclosed to external third parties not described herein without LICENSEE's consent. If COMPANY is required, by law or otherwise, to provide personal information and data to an authorized organization, LICENSEE would be informed prior to such disclosure. LICENSEE's account is password protected and all information is on a secure server, which only a limited number of COMPANY's employees can access. If LICENSEE suspects that someone else knows his password, or is using it, LICENSEE shall inform COMPANY and change the password immediately.
  4. COMPANY will keep LICENSEE's personal information and data for as long as necessary to fulfil the above purposes or as required by law. LICENSEE may modify and correct incomplete or inaccurate data at any time by notifying COMPANY of any change to contacts@chaosgroup.com.

7. DISCLAIMER OF WARRANTY

LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSE SERVER, THE LICENSE FILES, ANY OTHER 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 NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE LICENSE SERVER, THE LICENSE FILES, ANY OTHER SOFTWARE, WILL MEET LICENSEE'S EXPECTATIONS, THAT THEIR PERFORMANCE OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. 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.

8. LIMITATIONS OF LIABILITY

IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO LICENSEE 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. LICENSEE ACKNOWLEDGES AND AGREES THAT IN ANY EVENT THE ENTIRE AGGREGATE LIABILITY OF COMPANY AND ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT SHALL BE LIMITED TO DAMAGES OF AN AMOUNT EQUAL TO THE AMOUNT OF THE INITIAL PURCHASE PRICE ORIGINALLY PAID BY THE LICENSEE FOR THE DONGLE, 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.

9. DURATION AND TERMINATION

  1. This AGREEMENT is effective until terminated.
  2. THE LICENSEE may terminate this AGREEMENT at any time by notifying THE COMPANY and, respectively, by destroying THE LICENSE SERVER, destroying or returning THE DONGLE to THE COMPANY, destroying THE LICENSE FILES, destroying related documentation and all copies thereof. Upon the termination of THE AGREEMENT, THE LICENSEE shall cease all use of THE LICENSE SERVER, use of THE COMPANY's online licensing service and destroy or return to the COMPANY all DONGLES, if any,
  3. This AGREEMENT will terminate immediately without notice from THE COMPANY if THE LICENSEE fails to comply with any provision of this AGREEMENT.

10. OTHER PROVISIONS

  1. This AGREEMENT is governed by Bulgarian law. Any dispute about the existence and the validity of THE 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, will be settled by negotiations. In the event no solution is achieved, the dispute will be referred for resolution to the Court of Arbitration at the Bulgarian Industrial Association (BIA) in accordance with its Rules. The place of arbitration shall be Sofia, Bulgaria. 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.
  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 shall remain in full effect. Such invalid term shall be superseded by the legal provisions.
  3. 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, except where such information is required by applicable law.
  4. 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.
  5. 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 LICENSEE will be void. LICENSEE acknowledges and agrees that COMPANY may assign or sub-contract any of its rights or obligations under this AGREEMENT.
  6. 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.
  7. This AGREEMENT and any other terms referenced in this AGREEMENT 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.
  8. Headings used in this AGREEMENT are provided for convenience only and shall not be used to construe meaning or intent.
  9. V-Ray and the V-Ray logo, CHAOSGROUP and CHAOSGROUP logo, Phoenix FD and the Phoenix FD logo are registered trademarks of Chaos Software Ltd. All other brand names, product names, or trademarks belong to their respective holders.