This page contains the EULA for V-Ray for 3ds max.
END USER LICENSE AGREEMENT
IMPORTANT - PLEASE READ CAREFULLY:
This END USER LICENSE AGREEMENT ("THE AGREEMENT") is a legal agreement between Chaos Software Ltd., Mladost-1A, block 548 entrance B, 2nd floor, Sofia 1729, Bulgaria, ("COMPANY" or "LICENSOR"), acting on its own behalf or on behalf of an authorized by 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) ("LICENSEE" or "You"). This is a license agreement and not an agreement for sale.
THE PRODUCT is licensed to LICENSEE only upon condition that LICENSEE accepts all of the terms and conditions contained herein. By installing, accessing, or otherwise copying or using all or any portion of THE PRODUCT, LICENSEE agrees to be legally bound by THE AGREEMENT. If LICENSEE does not agree to any or all of the terms in THE AGREEMENT, LICENSEE must not install, access, or otherwise copy or use THE PRODUCT and may, within fourteen (14) days from the date of acquisition, return THE PRODUCT for a refund to COMPANY or its authorized reseller from which THE PRODUCT was acquired.
In case of Trial License Type, special terms and conditions apply (please refer to Section 14, TRIAL LICENCE below), which in case of conflict with the other terms and conditions stipulated hereunder, will prevail to the extent of such conflict.
THE PRODUCT, as referred herein consists of:
the rendering software V-Ray for 3ds Max, version 3.60;
VRayScannedMtl plug-in (hereinafter VRscans plug-in) (optional); a demo version (without GUI support and with watermarks prints on materials) is included; a complete non-restricted version of VRscans plug-in is accessible with a separate license, as defined in Art.1.2.2. and shall be acquired separately;
any other accompanying software, plug-ins and any updates or upgrades to the rendering 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.
THE PRODUCT shall be authorized by a compatible license server (an ancillary license administration software used by the above described rendering software to prevent usage of unlicensed versions or copies of such rendering software). The terms and conditions for the license server shall be arranged in a separate agreement.
For the purpose of this AGREEMENT, software shall mean any software product or program over which COMPANY has intellectual property rights.
GRANT OF LICENSE
1.1. Subject to LICENSEE's full payment of the applicable license fee, continuous compliance with this AGREEMENT and the restrictions stipulated in Section 2 below, 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:
to install the PRODUCT on as many of LICENSEE's computers as LICENSEE wishes to;
to load THE PRODUCT, to execute it, to use it, to transmit it to a distance, to keep it on a computer storage device;
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 LICENSEE keeps all copyright notices and other marks of ownership on each copy, or partial copy, of THE PRODUCT. The back-up copy is for LICENSEE's own internal use only and cannot be provided to any third parties;
to benefit commercially from using THE PRODUCT in the authorized manner considering the restrictions in Section 2 below;
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 restrictions in Section 2 below. THE PRODUCT is in use for the duration that it keeps engaged a license from the license server;
to use THE PRODUCT in the country or authorized territory where LICENSEE acquires THE PRODUCT from an authorized reseller, unless otherwise specified by COMPANY or by applicable law. In case LICENSEE is an individual, LICENSEE may use the product on the territory where LICENSEE currently resides or temporarily stays at. In case THE PRODUCT is acquired from LICENSEE's head office on behalf of LICENSEE's branch, THE PRODUCT may be used in the territory or region where the branch is located and always provided that LICENSEE has acquired the license from a COMPANY's authorized reseller. THE PRODUCT may be transferred to another country only upon COMPANY's prior written approval.
1.2. Available Licenses are:
1.2.1. For THE PRODUCT, except VRscans plug-in:
a Workstation license. One Workstation license entitles LICENSEE 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 LICENSEE 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. Universal Render node. One Universal Render node license entitles LICENSEE 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.
1.2.2. For VRscans plug-in:
VRscans GUI license. One VRscans GUI license entitles LICENSEE 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.
VRscans Render node. One VRscans Render node license entitles LICENSEE to use one running copy of the VRscans plug-in for local, distributed or network frame-by-frame rendering at any one time.
1.3. 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.
2.1. LICENSEE may not:
make copies or otherwise reproduce THE PRODUCT, except for installing it on LICENSEE's computers and for back-up copies as specified above;
use THE PRODUCT to develop a new software product with the same or similar main function;
redistribute or give THE PRODUCT away in any way (lease, rent, loan, charge, donate, exchange, share or other) to any third parties. LICENSEE is not allowed to sell (except if permitted by applicable law), transfer, assign or grant access to THE PRODUCT to any third party and LICENSEE ensures that PRODUCT (accessed either locally or remotely) is used only by LICENSEE personally, in case LICENSEE is an individual, or by LICENSEE's employees, on LICENSEE's behalf, in case LICENSEE is a legal entity, and LICENSEE is responsible for compliance with the terms of this AGREEMENT by its employees. LICENSEE shall notify COMPANY in a timely manner if LICENSEE 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;
use THE PRODUCT for commercial render-farm services that provide third parties with contracted/on demand rendering services. Render-farm service providers will need a separate agreement with COMPANY;
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;
adapt or reverse compile or reverse engineer or otherwise tamper the whole or any part of THE PRODUCT;
remove or alter any copyright or other proprietary notice from THE PRODUCT;
use any of THE PRODUCT's components, files, modules, audio-visual content, or related licensed materials separately from THE PRODUCT;
use THE PRODUCT in a manner that infringes any third party's copyrights or any other rights;
participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to COMPANY or THE PRODUCT;
use a number of concurrent users of THE PRODUCT that exceed the number of licenses acquired or exceed the limit of on-demand metered use acquired under the Metered Access Service. Additional licenses, or higher limits of on-demand metered use, can be added from time to time as such licenses are acquired;
duplicate or imitate the Software license authorization key;
by itself or with others participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to COMPANY or THE PRODUCT;
use the license acquired hereunder by way of Metered Access Service, unless administered by a Chaos 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.
3.1. 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 mechanisms may include, not limited to, a hardware lock (DONGLE), license server, and/or a software license authorization key.
3.2. LICENSEE 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.
4.1. THE PRODUCT 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.
4.2. 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.
5.1. COMPANY will furnish THE PRODUCT electronically, LICENSEE has to register and download the PRODUCT from COMPANY's official website.
5.2. COMPANY does not warrant authenticity and COMPANY may not provide any warranty for products downloaded elsewhere.
CONFIDENTIALITY AND NON-DISCLOSURE
6.1. COMPANY and LICENSEE 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. LICENSEE acknowledges and agrees that possession, installation, or use of THE PRODUCT does not transfer to LICENSEE any title to COMPANY's intellectual property. 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. LICENSEE is granted only such rights as expressly described in this Agreement, and LICENSEE has no other rights, implied or otherwise.
PRIVACY (IN CASE LICENSEE IS AN INDIVIDUAL)
8.1. LICENSEE acknowledges and agrees that in order to acquire and use THE PRODUCT, 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 PRODUCT, 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.
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.
8.3. 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 PRODUCT. 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.
8.4. 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 email@example.com.
USAGE DATA COLLECTION
9.1. THE PRODUCT may contain technology to collect anonymous usage data, including but not limited to render times, settings and used features. Usage data will not contain any information that may be used to identify LICENSEE 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 Section 8 (PRIVACY) will apply. Usage data will be collected only after explicit authorization by LICENSEE and can be reviewed and disabled by LICENSEE 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 COMPANY. COMPANY may generate and publish summary reports based on the data obtained. Such reports may be made available in machine readable format to third parties for further analysis, generally for the purpose of improving the quality of THE PRODUCT and the services provided by COMPANY to LICENSEE or the public.
9.2. COMPANY reserves the right to embed a software security mechanism within THE PRODUCT to monitor usage of THE PRODUCT to verify LICENSEE's compliance with this license. Such a security mechanism may store data relating to the usage of THE PRODUCT and the number of times it has been copied, or may communicate with computers controlled by COMPANY over any type of communications link to exchange communications and report data relating to the usage of THE PRODUCT and the number of times it has been copied.
10.1. COMPANY warrants that for a period of ninety (90) days from the date that LICENSEE acquires 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 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 COMPANY for free.
10.2. This limited warranty is void if failure in performance or defect of THE PRODUCT resulted from LICENSEE's negligence, abuse, misuse, amendment or attempted amendment of THE PRODUCT form third party other than 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 LICENSEE acquired THE PRODUCT or to COMPANY, along with proof of acquirement.
10.3. The entire liability of COMPANY related to any warranty claim and LICENSEE's sole and exclusive remedy under any warranty will be limited to either, at COMPANY's option, (i) to use reasonable efforts to correct defects or work around errors, provided that LICENSEE makes available to maximum extent possible all the information 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 LICENSEE and terminate this Agreement. Such refund is subject to the return, during the Warranty Period, of THE PRODUCT. THE LIMITED WARRANTY SET FORTH GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER APPLICABLE LAW. COMPANY DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
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.
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 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 LICENSEE 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.
TERM AND TERMINATION
13.1. THE AGREEMENT is not limited with any term and is effective until terminated.
13.2. LICENSEE may terminate THE AGREEMENT at any time by returning and/or destroying THE PRODUCT, related documentation and all copies thereof.
13.3. THE AGREEMENT will terminate immediately without notice from COMPANY if LICENSEE fails to comply with any provision of THE AGREEMENT.
13.4. 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.
13.5. 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.
14.1. LICENSEE may download a 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.
14.2. 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.
14.3. 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.
14.4. 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.
14.5. LICENSEE may not, in addition to any other restrictions contained elsewhere:
use the PRODUCT without payment of the attributable license fees after expiration of the Trial License.
benefit commercially from using the PRODUCT in the authorized manner.
14.6.1. The Trial LICENSE may be limited with 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 license fee, stipulated in the other sections of this AGREEMENT, whichever occurs earlier.
14.6.2. LICENSEE may terminate the AGREEMENT at any time by returning and/or destroying the PRODUCT, related documentation and all copies thereof.
14.6.3. 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.
14.6.4. 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.
14.6.5. 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 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).
14.6.6. 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.
"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 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.
15.1. 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.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.
15.2. 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.
15.3. 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.
15.4. 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.
15.5. 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.
15.6. 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 PRODUCTs main function (rendering of 3d models) and does not qualify as a new product.
15.7. COMPANY may contact LICENSEE with relevant product information or marketing communications, such as newsletters. Such communications contains instructions how LICENSEE can opt-out in case LICENSEE does not wish to continue receiving them.
15.8. 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.
15.9. Headings used in this AGREEMENT are provided for convenience only and shall not be used to construe meaning or intent.
15.10. V-Ray and the V-Ray logo, ChaosGroup and ChaosGroup logo are registered trademarks of Chaos Software Ltd. All other brand names, product names, or trademarks belong to their respective holders.
15.11. 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 COMPANY at COMPANY'S head office address, which currently is: Chaos Software Ltd., Mladost-1A, 147, Tsarigradsko shosse, 4th floor, 1784 Sofia, Bulgaria.
END OF AGREEMENT