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("Agreement") THE PRODUCT IS LICENSED TO YOU UNDER THE =
CONDITION THAT YOU ACCEPT ANY AND ALL TERMS, STIPULATED OR REFERRED TO, HER=
EOF, PLEASE READ CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF CHAOS' OR ITS=
AFFILIATES' OFFERINGS, INCLUDING SUBSCRIPTIONS, SOFTWARE, CONTENT AND OTHE=
R COPYRIGHTED MATERIALS, SOFTWARE-AS-A-SERVICE, CLOUD- SERVICES AND OTHER S=
ERVICES, AND ACCOMPANYING DOCUMENTATION (TOGETHER, THE "PRODUCT" OR "PRODUCTS"). PRODUCT BRANDS INCLUDE, BUT ARE NOT=
LIMITED TO, V-RAY, CHAOS, ENSCAPE, CHAOS PHOENIX, CHAOS PLAYER, CHAOS SCAN=
S, CHAOS COSMOS, CHAOS CORONA, CHAOS SCATTER, CHAOS VANTAGE, ETC. THIS AGRE=
EMENT GOVERNS YOUR USE OF PRODUCTS HOWEVER THEY WERE ACQUIRED INCLUDING WIT=
HOUT LIMITATION THROUGH AN AUTHORIZED RESELLER (AS DEFINED BELOW), OR ONLIN=
E APP STORE. THIS IS A LEGAL AGREEMENT BETWEEN YOU, EITHER YOU PERSONALLY I=
F 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 (REFERRED TO=
HEREIN AS "CUSTOMER", "END USER",
1. DEFINITIONS
The clause headings are included for convenience only, have no legal eff= ect and shall be ignored when construing these Terms. Capitalized terms are= defined in this Agreement, or elsewhere in the other applicable terms and = conditions accepted hereby by reference. Unless otherwise stated, reference= s to clauses or schedules are references to the clauses or schedules of thi= s Agreement, references to this Agreement include its schedules and referen= ces to paragraphs within a schedule are references to the paragraphs of tha= t schedule. Words importing the singular include the plural, and the opposi= te applies, and words importing any gender include the other genders. Refer= ences to persons include individuals, firms, partnerships, limited liabilit= y partnerships, companies, corporations, associations, organizations, gover= nments, governmental agencies and departments, states, foundations and trus= ts (in each case whether or not having separate legal personality) and corr= esponding or similar entities in any relevant jurisdiction. Reference to an= y statute includes a reference to any subordinate legislation and to any am= endments, consolidation, extension or re-enactment of that statute or subor= dinate legislation. The use of the words "including" or "include" shall not= limit the general applicability of any preceding words.
"Access" (as well as "to Access", "Accessible" and other similar languag= e forms) means, (a) to Use, execute, or otherwise benefit from the features= or functionality of, a Product, or (b) to Use or benefit from a Product. A= ccess is any access to a Product regardless of whether it has been locally = installed on Your Computer, Used via Cloud Services, Software as a Service,= or otherwise remotely accessible.
"Additional Agreement" a Product (or portions thereof) may be subject to= terms (e.g., terms accompanying a particular offering or made available in= connection with ordering, installing, downloading, accessing, using or cop= ying such offering) that are in addition to, or different from the terms se= t forth in, this Agreement, and You agree to comply with such terms. Additi= onal Agreement(s) mean any agreement (1) for any applicable Product not cov= ered by this Agreement, or (2) that You and Chaos agree in writing, includi= ng related to the Access or Use of a Product. Additional Agreements may inc= lude, without limitation, terms such as service level agreement(s).
"Affiliate" means any entity that Controls, is Controlled by, or is unde= r common Control with either Party, as applicable, where "Control" means ha= ving the power, directly or indirectly, to direct or cause the direction of= the management and policies of the entity, whether through ownership of vo= ting securities, by contract or otherwise.
"Cloud Services" on demand, cloud-based, or otherwise remotely accessibl= e Services.
"Computer" means (i) a single electronic device, with one or more centra= l processing units (CPUs), that accepts information in digital or similar f= orm and manipulates the information for a specific result based on a sequen= ce of instructions, or (ii) a software implementation of such a device (or = so-called virtual machine).
"Content" materials licensed by Chaos, regardless of whether it has been= downloaded locally on Your Computer, Accessible as a Cloud Service, Servic= e or otherwise remotely Accessible. Content may include 3D model files, geo= metry, bitmaps, materials, animations and other constituent files related t= o the Content and its representation, and any modifications and/or compilat= ions thereof, currently available in the Chaos portfolio , and/or accompany= ing documentation, and/or support files, designated and listed on https://c= osmos.chaos.com/, or any other successor site designated by Chaos, or as ma= ybe otherwise instructed by Chaos , including updates (if any). Content may= be available for paid or free Use, upon Chaos's discretion. Content may be= available only to certain regions, target groups of customers, or in conne= ction to other specific Products where the relevant restrictions or prerequ= isites will be designated in the relevant Documentation - user guides, rele= vant Chaos website(s), or elsewhere.
"Documentation" means the applicable user manual, Third Party Materials,= and the acceptable use policy, etc., which may be found at https://docs.ch= aos.com/, https://enscape3d.com/downloadable/EnscapeEULA/AppendixB= .pdf, or any other successor site(s) designated by Chaos, the applicable se= rvice level agreement, if any, and other corresponding copyrighted material= s published by Chaos from time to time that are customarily made available = to End Users of the applicable Product.
"Effective Date" means the date on which You accept this clickwrap Agree= ment or otherwise Access, download, install, execute or Use a Product or Se= rvices, whichever occurs first. Regardless anything to the contrary, Subscr= iption term will start as at the moment of Product activation.
"Internal Use" is any allowed Use by Your own employees solely to meet t= he internal requirements of Your own business in the ordinary course of suc= h business, including for the benefit of Your customers in the ordinary cou= rse of Your business, provided that Your Use shall not include the Use of P= roduct or Service as a service bureau.
"Licensed Material" means Software, Content and Documentation
"License Server" means a primarily cloud-based Protection Mechanism to c= ontrol access and permit only the number of licenses, seats, cloud credits,= etc., acquired to be in use at one time and to prevent unauthorized or unl= icensed Use of a Product.
"License Type" means a type of license specified by Chaos for a Product,= including the types set forth in Exhibit A - Special Terms and Conditions = hereto. License Type may include specific applicable set(s) of terms specif= ied by Chaos for each type of license in Exhibit A. License Type, which is = subject to change from time to time, is determined by Chaos and may be spec= ified in the Subscription for the Product or Services, separately associate= d with the applicable Product or Service or elsewhere as may be deemed appr= opriate by Chaos. License Type may include one of the following types:
a. Commercial License, which is a license= to Use a regular version of the Product or Service under the terms of this= Agreement, in return for the applicable License fee as specified in the Su= bscription;
b. Academic or Educational License is a l= icense limited to use the applicable Product for Your educational purposes = only. Special terms and conditions, including as specified in ExhibitA, may= apply (please refer to the Exhibits to this Agreement);
c. Trial/Evaluation License means a licen= se to Use a version of a Product only to review, demonstrate and evaluate t= he Product or Service for the specified Trial Period. The Trial License is = limited in time and the Product may have limited features or functionality.= Special terms and conditions may apply which in case of conflict with the = other terms and conditions stipulated hereunder, will prevail to the extent= of such conflict (please refer to the Exhibits to this Agreement);
d. Beta License is a license available to= the public or only a group(s) of clients, and/or their clients, selected u= pon Chaos's discretion, for evaluation or beta copies of Licensed Materials= for which Chaos does not typically charge a license fee. Special terms and= conditions may apply which in case of conflict with the other terms and co= nditions stipulated hereunder, will prevail to the extent of such conflict = (please refer to the Exhibits to this Agreement). Beta license, or the beta= software itself, may automatically expire once the beta process is complet= e;
e. NFR (Not for resale) is a designation = for the Product that gives You a right only for testing with the understand= ing that You will not resell the Product. NFR ensures You complete, promoti= onal copies of the Product, generally not eligible for upgrades when they b= ecome available, and may not include technical support, whenever offered by= Chaos. A Product marked with a NFR legend is substantially identical in fu= nction and packaging to the retail version of the same Product. They are no= t licensed for resale, and no license for general Use is granted. Special t= erms and conditions may apply which in case of conflict with the other term= s and conditions stipulated hereunder, will prevail to the extent of such c= onflict (please refer to the Exhibits to this Agreement);
f. Render Service Provider License a spec= ial license to Use a Product granted by Chaos to business operators of rend= er farms, built to render computer-generated imagery, which sublicense temp= orarily that Product in return for a fee, under specific conditions stipula= ted in Additional Agreement;
g. Any other License Type, as may be stip= ulated in the Exhibits concerning Special Terms and Conditions sections of = this Agreement or as may be made available at the Product web portal. Depen= ding on Your Subscription or License Type, the Product may include addition= al separate outcome restrictions including, but not limited to: resolution = limitations, watermarks prints, Use limited for a fixed period (with automa= tic expiration on a certain date), Use on a particular Computer only, etc. = In case of time-limited License Type, You may request renewal of the Agreem= ent, however Chaos keeps the right to refuse such renewal. In case the rene= wal is confirmed by Chaos, the Agreement is deemed automatically extended f= or the same period and under the same terms and conditions as agreed hereby= .
"Protection Mechanism" means schemes or devices to control access and pe= rmit only the number of Subscriptions, seats, licenses, service credits, ca= pacity, etc, acquired to be in Use at one time and to prevent usage of unli= censed copies of the Product . Protection Mechanisms may include a hardware= lock such as dongle, or more complex tools such as the License Server, spe= cial encryption schemes, software license authorization keys, and/or any ot= her legally permitted technology as may be implemented from time to time by= Chaos.
"Renderer" means an embedded or separate subset of Software included in = the Licensed Materials used specifically for rendering files created with o= ther Licensed Materials, installed locally on Your Computer, and/or remotel= y Accessible (via Cloud Service or Software as a Service) as provided for, = from time to time, by the terms of Your Subscription.
"Reseller" or "Partner" means an independent entity authorized directly = or indirectly by Chaos to distribute Subscriptions for Products to You.
"Result" means digital works generated by inputting Your Data from the u= se of a) specific Chaos Products to process Content and/or Your Data, and b= ) relevant Chaos or third party rendering or otherwise processing service(s= ). Regardless anything on the contrary, Users cannot produce physical embod= iments of the Content or include it in any Result that is deemed illegal in= Your Territory or according to any applicable law(s).
"Services" means services provided or made available by Chaos, in return= for a fee or free of charge, including, without limitation, support servic= es, storage, rendering, simulation and testing services, training and other= benefits, as well as any services provided, or made available, as part of = a Subscription.
"Software" is any object code of an executable computer program in a mac= hine readable form provided by Chaos.
"Software as a Service" or "SaaS" means on demand, remote Access to cert= ain Licensed Materials, as may be ensured by the License Server or other Pr= otection Mechanism, for a limited period of time, according to the terms Yo= ur Subscription. Technical support, customer success plans, and professiona= l services, specially devoted to SaaS Licensed Materials, are considered pa= rt of the Subscriptions under this Agreement should they be clearly communi= cated in the Subscription or related Documentation, subject to change from = time to time, as part thereof.
"Subscription" is any customer relationship program for a Product, inclu= ding downloadable Products, SaaS Products, Content, Cloud Services and othe= r Services offered by Chaos to Customers, under which Chaos provides, in re= turn for a license fee or free of charge (as in the case of a Trial License= ), and for a prescribed period of time as designated for the Product subjec= t to Subscription, Access to Licensed Materials and Services, updates and u= pgrades to, new versions of, and certain other support, services and traini= ng programs relating to certain Products.
"Territory" is limited to the country or authorized territory where Your= domicile is, and where You are entitled to Use the Product, unless otherwi= se specified by Chaos or by applicable law. In case You are an individual, = You may use the Product in the territory where You currently reside or temp= orarily stay at. In case the Product is acquired from Your head office, or = on behalf of Your Affiliate, the Product may be used in the territory or re= gion where the headquarters or Affiliate is. The Product, or Use thereof, m= ay be transferred from Your territory to another territory only upon Chaos'= s prior written approval.
"Trial Period" is a limited period in which You are entitled to use the = Product free of charge. Subject to the terms and conditions hereof, except = if otherwise provided elsewhere, Chaos grants to You the license specified = below to evaluate the Product only for a term of up to thirty (30) days (as= may be specified by Chaos as of the time You acquire the particular Produc= t) from the date You obtain the Product or Service. Trial Period may either= be found in this Agreement, on Chaos-designated web sites, in the Product = User Guide, or in other Chaos specific instructions, in this order of prefe= rence.
"Use" or "Using" means to access, download, execute, install, copy or ot= herwise benefit from using the functionality of a Product for Internal Use = in accordance with this Agreement and/or the Documentation. "Use", when spe= cifically referring to Content, will mean Internal Use such as a) browsing = the Content by taking advantage of the tools provided by Chaos, b) download= ing Content, on a piece by piece basis, and c) importing it in a specially = designated Product for the purpose of processing the Content together with = Your other materials so as to prepare raw input data or information such as= imagery files capable of follow up rendering or otherwise processing servi= ce(s), aiming to finally achieve a Result.
"Users" or "Your Users" means Your individual employees with whom you co= nduct business for the Internal Use of Your enterprise, for whom You have p= urchased Subscriptions only for Your benefit or as part of Your project.
"Your Data" means data and content owned by You that You have submitted = for upload to Chaos's servers or computer system for use with one or more o= f the Products.
2. ACCOUNT AND PASSWORD
You may be required to register an account with Chaos in order to access= certain areas of the website(s) of Chaos ("Websites") or any and/or all Pr= oducts. With respect to any such registration, Chaos may refuse to grant Yo= u, and You may not Use, a user name (or e-mail address) that is already bei= ng used by someone else; that may be construed as impersonating another per= son; that belongs to another person; that violates the intellectual propert= y or other rights of any person; that is offensive; or that Chaos rejects f= or any other reason at their sole discretion. Your user name and password a= re for Your personal use only, and not for use by any other person. You and= Your Users are responsible for maintaining the confidentiality of any pass= word You may Use to access the Websites and Products, and agree not to tran= sfer your password or user name, or lend or otherwise transfer your use of = or access to the Websites and Products, to any third party. You are fully r= esponsible for all interaction with the Websites and Products that occurs i= n connection with Your password or user name. You agree to notify Chaos imm= ediately of any unauthorized use of Your password or user name or any other= breach of security related to Your account or the Website(s) and Products,= and to ensure that You "log off" (exit from Your account with the Websites= and Products (if applicable)) at the end of each session. Chaos is not lia= ble for any loss or damage arising from Your failure to comply with any of = the foregoing obligations.
3. SUBSCRIPTIONS AND LICENSE FEES
3.1. Access to Subscriptions and Software as a Service This section appl= ies generally to Software as a Service Subscriptions and does not apply to = downloadable Licensed Materials. Subject to Your compliance with this Agree= ment, during the term of the SaaS Subscriptions purchased, Chaos will use c= ommercially reasonable efforts to make the SaaS Products available in Your = Territory 24 hours a day, 7 days a week, except for published downtime or a= ny unavailability caused by circumstances beyond Chaos's control, including= , but not limited to, a force majeure event, subcontractor's failure to pro= vide essential resources, etc. Chaos grants you a non-exclusive right to Ac= cess and Use the SaaS Products:
i. in accordance with the Documentation;<= /p>
ii. solely within the usage capacity purc= hased; and
iii. solely for Your Internal Use, unless= agreed otherwise in a separate written contract with Chaos.
All other rights are expressly reserved by Chaos.
3.2. Access to Services as part of a Subscription. License Server This s= ection applies generally to Subscriptions for Services, Cloud Services and = the License Server and will be regulated by the Subscription terms, by the = License Server Agreement located at https://enscape3d.com/legal/License-Ser= ver-Agreement.pdf or any other successor site designated by Chaos, and by t= he Terms of Service located at https://cloud.chaos.com/eula or any other su= ccessor site designated by Chaos, accepted hereby, as an integral part here= to, by reference. Subscription to Cloud Services will be acquired by way of= service credits or otherwise as may be instructed from time to time by Cha= os.
3.3. Access to Subscriptions for Licensed Materials. Single Product. Thi= s section applies to Subscriptions of Licensed Materials when provided as a= downloadable Product or as a part of a Subscription including Services. Th= e Licensed Materials are licensed to You as a single product although they = may encompass separate, but interdependent, Software, Services and Content.= Subject to Your compliance with this Agreement, Chaos grants You for Your = Territory a paid, limited, non-exclusive, non-transferable right to Use for= the Subscription term the Licensed Materials:
i. in accordance with the Documentation;<= /p>
ii. solely within the scope of the licens= e purchased (e.g., number of seats, licenses, cloud credits, volume of righ= ts, etc);
iii. solely for your Internal use, unless= agreed otherwise in a separate written contract with Chaos.
All other rights are expressly reserved by Chaos.
3.4. Access to Renderer With regard to the Renderer, in addition to any = other license granted in this Agreement, You may be allowed for Your Territ= ory Access to Renderer, solely for Your Internal Use. The Renderer is provi= ded with a limited number of rendering nodes licenses, Service credits, etc= ., under the specific terms of Your Subscription.
3.5. License Fees You shall pay the fee set forth by Chaos for the appli= cable Product or Subscription. Fees are available at the Product portal. If= You agreed upon a one-month term ("One-Month Subscription"), the fee is to= be paid monthly in advance of the applicable One-Month Subscription. If Yo= u agreed upon a one-year term ("One-Year Subscription"), the fee is to be p= aid yearly in advance of the applicable One-Year Subscription. If You agree= d upon a three-year term ("Three-Year Subscription"), the fee is to be paid= in advance of the applicable Three-Year Subscription. Any other Subscripti= on periods made available on a Product or Subscription portal, and relevant= payments, will follow the same logic. Chaos is entitled to modify any fees= for a Subscription, Product or Service at any time, on a six-week notice i= n writing. Except as otherwise announced with a fee modification notice, an= y fee modification will take automatic effect at the next renewal of Your S= ubscription Term, unless You elect not to renew. Where the fee modification= is envisaged to take effect during Your current Subscription Term, when Yo= u do not disagree, the price modification will be effective at the end of t= he notice period, unless You notify Chaos earlier of Your acceptance, in wh= ich case the fee modification will be effective immediately upon Your accep= tance notice. If You disagree with the fee modification, You shall notify C= haos in writing at least 30 days prior to expiration of the fee modificatio= n notice period. In this case Chaos will be, at its sole discretion, entitl= ed to terminate Your Subscription and/or Agreement at the end of the fee mo= dification notice period, or keep the current terms unchanged; whilst, in c= ase Chaos decides to terminate, You will be entitled to prorated refund of = the positive balance of Your prepaid fees, if any. Other than as permitted = in this Section or elsewhere in this Agreement, all amounts are non-refunda= ble, non-cancelable and non-creditable. You agree that We may bill Your cre= dit card or other payment method for renewals, additional Users, overages t= o set limits or scopes of Use, expenses, and unpaid fees, etc, as applicabl= e.
3.6. Resellers If You make any purchases through an authorized Reseller = of Chaos:
a. Instead of paying us, You will pay the= applicable amounts to the Reseller, as agreed between You and the Reseller= . We may suspend or terminate Your rights to Use Products if We do not rece= ive the corresponding payment from the Reseller.
b. Your order details (e.g., the Products= You are entitled to Use, the number of End Users, the Subscription term, e= tc.) will be as stated in the order placed with Us by the Reseller on Your = behalf, and Reseller is responsible for the accuracy of any such order as c= ommunicated to Us.
c. If You are entitled to a refund under = this Agreement, then unless We otherwise specify, We will refund any applic= able fees to the Reseller and the Reseller will be solely responsible for r= efunding the appropriate amounts to You.
d. Resellers are not authorized to modify= the terms of this Agreement or make any promises or commitments on Our beh= alf, and We are not bound by any obligations to You other than as set forth= in this Agreement.
4. AUTHORIZED USE
Subject to Your compliance with this Agreement, You have been granted fo= r Your Territory the following paid, limited, non-exclusive, non-transferra= ble, time-limited or perpetual, rights of Use, under the available Subscrip= tion terms, which You have accepted as stipulated above:
a. to Access remotely, download, install = and Use the Product locally on as many of Your Computers as You wish to, pr= ovided that You, or Your Users, may not at the same time Use the Product on= more Computers than the number of the available seats, licenses, service c= redits, capacity, etc, authorized by Your Subscription as may be controlled= by the License Server or other Protection Mechanism ("Floating License"), = as might be further stipulated in greater details in an Additional Agreemen= t, the Product download section instructions, the Documentation, or elsewhe= re as may deem appropriate for Chaos. If Your Product is restricted for Use= only on a particular Computer ("Fixed License"), as might be clearly stipu= lated elsewhere in greater details, Chaos may, upon its sole discretion, fr= om time to time, temporarily provide a Fixed License with some very limited= functionalities similar to a Floating License like Use on more than a sing= le Computer, or authorize one-off migration of the Product to another Compu= ter, provided that You may not at the same time Use the Product on more Com= puters than the number of the available seats, licenses, service credits, c= apacity, etc, authorized by Your Subscription. Product Use may also be rest= ricted (i) to personal Use only by a specific User account (referred to as = "Personal License", or any other successor license designation by Chaos), i= rrespective of the number of Computers, provided again that the User may no= t at the same time Use the Product on more Computers than the number of the= available seats, licenses, service credits, capacity, etc, authorized by t= he Subscription; or (ii) otherwise; as may be stipulated elsewhere in great= er details;
b. to Access, to load, to execute, on a l= ocal Computer or from a distance, to Use the Products, and to keep it on a = Computer storage device where possible according to the nature of the Produ= ct;
c. to create a back-up copy of the Produc= t, if that is needed for the specific Use that the Product has been acquire= d for and You keep all copyright notices and other marks of ownership on ea= ch 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 contained he= reby, in the Subscription terms, or in any other Additional Agreement by an= d between the parties hereto;
e. to Use the Product within the scope of= Your Subscription or License Type, the Documentation, and up to the number= of purchased Subscriptions, seats, licenses, service credits, capacity, et= c., of the Product. The Product is in Use for the duration that it keeps en= gaged a Subscription from the License Server or other Protection Mechanism = applied by Chaos ; You acknowledge and agree that Access to and installatio= n of a Product may be disabled by the License Server or other Protection Me= chanism if You Use the Product outside the authorized Access hereunder, if = You tamper with the License Server or other Protection Mechanism or date-se= tting mechanisms on a Computer or in the Product, if You Use the Products p= ast an applicable Subscription period or fixed term, or if You undertake ce= rtain other actions that affect the security mode or under other circumstan= ces and that, in any such event, Your Access to the Product and other data = may be affected.
5. USE RESTRICTIONS
You shall not:
i. Use any non-commercial Product that is= procured under a limited license according to its Subscription, in a produ= ction environment;
ii. Use the Products beyond the scope of = the license and/or capacity purchased (e.g., Use by a number of concurrent = Users of the Product that exceed the number of Subscriptions, seats, licens= es, service credits, etc, acquired. Additional capacity can be added from t= ime to time upon extra fees);
iii. Modify, translate, adapt, make arran= gement or any other alteration of the Product, or make any reproduction, di= stribution, communication, display or performance to the public of the resu= lts of such acts, or, generally, create derivative works from the Products,= in whole or in part;
iv. disassemble, decompile, reverse compi= le, reverse engineer or otherwise attempt to derive the source code, method= ology, analysis, or results of the Products, in whole or in part, including= but not limited to, for the purpose of developing, either personally or vi= a third parties, a new product with the same or similar main functionality = as the Product, unless expressly permitted by the mandatory rules of the ap= plicable law despite this prohibition;
v. Remove, modify, or conceal any product= identification, copyright, proprietary or intellectual property notices or= other such marks on or within the Product;
vi. Provide Access to or otherwise make t= he Products or the functionality of the Products available to any third par= ty through any means, including without limitation, by uploading the Produc= t to a network or file-sharing service or through any hosting, managed serv= ices provider, service bureau or other type of service, unless specifically= agreed otherwise in a separate agreement with Chaos. Even in case of such = separate agreement, You may not Use the Product by way of Metered Access Se= rvice, unless administered by a Chaos certified provider of Metered Access = Service. "Metered Access Service" shall mean making the Product available t= o end users for on-demand metered Use under a Subscription granted hereby b= y Chaos. You may not exceed the limit of on-demand metered Use acquired und= er the Metered Access Service;
vii. Transfer, sublicense, or assign your= rights under this Agreement to any other person or entity, except for Affi= liates, unless expressly authorized by Chaos in writing;
viii. Sell, resell, sublicense, assign, o= r otherwise transfer the Products or any rights or interests in the Product= s to any third party except in accordance with the express terms herein. Pr= oducts purchased from unauthorized resellers or other unauthorized entities= shall be subject to the Chaos license compliance and license transfer proc= edure;
ix. Use a Product with a Fixed License, w= hether physical or virtual, on another Computer, unless expressly authorize= d by Chaos in writing;
x. Duplicate, make copies of, or otherwis= e reproduce the Product, its methodology, analysis, or results, unless spec= ifically permitted in accordance with Documentation or for the specific pur= pose of making a reasonable number of archival or backup copies, and provid= ed in both cases that You reproduce in the copies the copyright and other p= roprietary notices or markings that appear on the original copy of the Prod= uct as delivered to You;
xi. Use Your Subscriptions or Product to = store or transmit infringing, libelous, or otherwise unlawful or tortious m= aterial, or to store or transmit material in violation of third-party priva= cy, intellectual property or other rights, or participate in any illegal, d= eceptive, misleading or unethical practices and activities, which may be de= trimental to Chaos or the Product, including but not limited to, using the = Content to create a Result of pornographic nature. Chaos is not liable for = any illegal act such as defamation of a third party, distribution or transm= ission of obscene material and other information contrary to public order a= nd decency, etc., and the result of any breach of this Agreement. You are s= olely responsible for such actions. You are responsible for using only lega= l content, including but not limited to, Digital Rights Management (DRM)-pr= otected or DRM-free content on the allowed number of compatible devices tha= t You own or control, within the restrictions provided hereby for the Produ= ct. Video and audio Content may require an HDCP connection;
xii. Use the Subscriptions in any manner = not authorized by the Documentation;
xiii. Interfere with, disrupt the integri= ty or performance of, or attempt to gain unauthorized Access to Product, Su= bscriptions or the License Server or other Protection Mechanism, their rela= ted systems or networks, or any Third Party Materials contained therein;
xiv. Take any steps to avoid or defeat th= e purpose of any Protection Mechanism or to Access or Use the Product in a = manner that circumvents or interferes with the operation of the Protection = Mechanism; or
xv. Use any of the Product's components, = files, modules, audio-visual content, or related licensed materials separat= ely from the Product.
6. PREREQUISITES AND REQUIREMENTS
The Product may be authorized by a Protection Mechanism, including but n= ot limited to, a compatible License Server (an ancillary license administra= tion software used by the Product, to prevent usage of unlicensed versions = or copies). The Product may contain or be accompanied by collateral product= s such as third-party software, data or other materials ("Third Party Mater= ials") that are subject to and provided in accordance with terms that are i= n addition to or different from the terms set forth in this Agreement. To t= he extent any terms of this Agreement conflict with any such terms, the lat= ter shall prevail. Such terms may be included or referenced in or with the = Third Party Materials (e.g., in the "About box" or elsewhere) or a web page= specified by Chaos (the URL for which may be obtained on Websites or on re= quest to an Chaos representative), where the requirements and supported ver= sions of the Third Party Materials may be found in the Documentation. You a= gree to comply with such terms. In addition, You will take sole responsibil= ity for obtaining and complying with any licenses that may be necessary to = use Third Party Materials that You Use or obtains for Use in conjunction wi= th a Product. You acknowledge and agree that Chaos has no responsibility fo= r, and makes no representations or warranties regarding, such Third Party M= aterials or Your Use of such Third Party Materials Internet access may be n= eeded at all times, and creation or login to an account may be needed to us= e all aspects of the Product. You are solely responsible for arranging and = paying any cost for the Use of the proper Third Party Materials, internet o= r other network access, equipment, software, services and other resources r= equired for You to Access and/or Use a Product, including, without limitati= on, hardware and software prerequisites such as proper Compute and operatin= g system, license, service provider or otherwise fees, telecommunications f= ees, and the costs of any equipment and third-party software (including, wi= thout limitation, encryption and other security technology). Chaos may not = be held responsible for the support of Your Access and will not be responsi= ble for the reliability, security or performance of any Access. Products ma= y not be available in all countries or locations now or in the future. Thes= e terms do not change any restrictions applicable to Your Use of any other = products and offerings of Chaos provided under separate terms and condition= s not part of this Agreement.
7. SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY
Chaos will make the Service available to You and Your Users consistent w= ith the manner in which Chaos makes the Services generally available to oth= er End Users of the Service. Chaos may provide support services via email, = phone lines, or otherwise, during regular business hours and will endeavor = in good faith to respond to customer support inquiries within two (2) busin= ess days, provided that both conditions are met: You and Your Users are usi= ng the most current updates of the affected Product, and are not running a = beta version, of the affected Product. Any service level agreement(s), if a= ny, which may be available in connection with a Product will be Additional = Agreements and the credits (if any) set forth in any such will be Your sole= and exclusive remedy for Chaos's failure to meet the identified service le= vels. Not all Products will have service level agreement(s). Chaos does not= make any representations or guarantees related to uptime or availability o= f any offering, except as specifically identified in the applicable service= level agreement(s), if any. If there are any updates or upgrades to the Pr= oduct, Chaos may provide the updated Product to You. Certain new functions,= or functions of the Product that have previously been provided to You, may= not be available depending on Your update status. If Chaos or a Reseller p= rovides You with an upgraded or updated version of a Subscription or Produc= t, previously provided to You under this Agreement, upon Chaos sole discret= ion You may lose the previous version(s). Upon an upgraded or updated versi= on availability, Chaos may, upon its sole discretion, stop any support for = previous version(s).
8. REMOTE ACCESS AND DELIVERY
Chaos will deliver the Product electronically by giving You remote Acces= s, whilst You have to register an Account, Access, download and install the= Product from an official website of Chaos does not warrant the authenticit= y and does not warrant Products acquired elsewhere. In order to receive a P= roduct license authorization key, You may have to generate a provisional co= de from the Computer where the Access to License Server is installed, follo= wing the instructions in the furnished Documentation and to provide that pr= ovisional code to Chaos. Chaos may further provide the respective Software = License authorization key. Subscriptions and/or Products can be provided on= various pricing levels such as Beginner, Advanced, Professional, Solo, Pre= mium, Enterprise, Copper, Silver, Gold, Platinum, and any other as may be d= esignated from time to time by Chaos .
9. OWNERSHIP
Chaos and its respective suppliers retain all rights to intellectual and= intangible property relating to the Product, the Third Party Materials, an= d the Confidential Information, including but not limited to copyrights, pa= tents, trade secret rights, and trademarks and any other intellectual prope= rty rights therein unless otherwise indicated. You are granted only such ri= ghts as expressly described in the various terms and conditions accepted he= reby either directly or by reference, and You have no other rights, implied= or otherwise. You acknowledge and agree that possession, installation, or = use of the Product does not transfer to You any title to Chaos's intellectu= al property. You shall not delete or alter the copyright, trademark, or oth= er proprietary rights notices or markings that appear on the Product. To th= e extent you provide any suggestions or comments related to the Products, C= haos shall have the right to retain and use any such suggestions or comment= s in current or future products or subscriptions, without your approval or = compensation to You.
10. CONFIDENTIALITY
Confidential Information. Chaos and You acknowledge and agree that durin= g the Term of or in relation with this Agreement either party (the "Disclos= ing Party") may disclose to the other party (the "Recipient") certain busin= ess 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 AP= I, SDKs, libraries, reference, sample code etc.) or other non-public inform= ation, clearly designated as Confidential, Privileged or which by its essen= ce or the surrounding circumstances may be considered as Confidential, that= Disclosing Party delivers or communicates to the Recipient or to which the= Recipient otherwise gains access to under this Agreement. Confidential inf= ormation may be used only internally and only in conjunction with and for R= ecipient's own authorized Internal Use, including but not limited to, the p= erformance of obligations hereunder. Recipient shall maintain the confident= iality of the Disclosing Party's Confidential Information and may not discl= ose, distribute or otherwise provide it to third parties throughout the ter= m of Your Product license, except in cases where such information is requir= ed by applicable law or court order and a prompt advance notice to Disclosi= ng party has been sent to enable the latter to seek a protective order or o= therwise prevent such disclosure. Feedback. Each party may from time to tim= e provide suggestions, comments or other feedback ("Feedback") to the other= party with respect to Confidential Information provided by such other part= y and/or the other party's products or services. Both parties agree that al= l Feedback is and will be given entirely voluntarily. Neither party shall p= rovide any Feedback that is subject to license terms that seek to require a= ny of the other party's products, technology, service or documentation inco= rporating or derived from such Feedback, or any of the other party's intell= ectual property to be licensed or otherwise shared with any third party. Fu= rthermore, except as otherwise provided herein or in a separate subsequent = written agreement between the parties, the receiver of Feedback will be fre= e to use, disclose, reproduce, license or otherwise distribute, and exploit= the Feedback provided to it as it sees fit, entirely without obligation or= restriction of any kind on account of intellectual property rights or othe= rwise.
11. DATA PRIVACY
You acknowledge and agree that You may provide, and Chaos and its Partne= rs may obtain, certain information and data with respect to You (including,= without limitation, personal data) and Your business in connection with th= is Agreement, including but not limited to, information and data provided t= o or obtained by Chaos and Partners, related to ordering, registration, act= ivation, updating, validating entitlement to, auditing, monitoring Installa= tion of and Access to Products and/or managing the relationship with You. Y= ou hereby acknowledge that you have read and been familiarized with Chaos' = data privacy and data protection policies, as such policies may be updated = from time to time, located at https://enscape3d.com/privacy/ or any other s= uccessor site designated by Chaos. Please note that Your personal informati= on may be collected and processed in order to detect, prevent, or otherwise= address non-valid use such as through fraud and software piracy (e.g., to = confirm that software is genuine and properly licensed) and to protect You,= Chaos, and/or third parties in furtherance of our legitimate interests. Us= ing non-valid software is an act of copyright infringement, which may resul= t in both civil and criminal penalties. Further, this Agreement requires al= l customers to use the Product in compliance with all applicable laws and f= urther prohibits any act of unauthorized use, access or reproduction. Chaos= works with third party service providers to investigate the sale and use o= f non-valid software and in case of suspicions of software privacy Chaos ma= y share personal data of suspected individuals to those third parties provi= ded all applicable legislative requirements are followed. Chaos reserves al= l rights to take actions against unauthorized resellers of the Product on p= opular marketplaces and e-commerce sites, as well as to investigate anonymo= us reports of suspicious resellers and users of non-valid Product and softw= are.
12. LIMITED WARRANTY
Chaos warrants that, as of the date on which the Product is delivered to= You and for ninety (90) days thereafter or if the Subscription term is sho= rter, such shorter period ("Warranty Period"), the Product will provide the= general features and functions described in the Documentation. Chaos's and= its Affiliates' entire liability and Your exclusive remedy during the Warr= anty Period ("Limited Warranty") will be, with the exception of any statuto= ry warranty or remedy that cannot be excluded or limited under law, at Chao= s's option, (i) to attempt to correct or work around errors, if any, or (ii= ) to refund the fees, if any, paid by You and terminate this Agreement or t= he license specific to such Product. Such refund is subject to the return, = during the Warranty Period, of the Chaos applicable policy further informat= ion of which may be received from Your Chaos Representative. THE LIMITED WA= RRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY H= AVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURIS= DICTION. CHAOS DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NO= T PERMITTED BY LAW. THIS LIMITED WARRANTY DOES NOT APPLY TO OFFERINGS NOT P= ART OF THE PRODUCT, WHICHCHAOS OR ITS AFFILIATES, AT THEIR 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-RELEAS= ED SOFTWARE, UNSTABLE VERSIONS, BETA, TRIAL, EVALUATION, OR NOT-FOR-RESALE = COPIES, ANY OFFERINGS MADE AVAILABLE BY CHAOS OR ITS AFFILIATES FOR FREE. T= HIS LIMITED WARRANTY IS VOID IF FAILURE IN PERFORMANCE OR DEFECT OF THE PRO= DUCT RESULTED FROM YOUR NEGLIGENCE, ABUSE, MISUSE, AMENDMENT OR ATTEMPTED A= MENDMENT OF THE PRODUCT FROM THIRD PARTY OTHER THAN CHAOS OR ITS AFFILIATES= , ACCIDENT, IMPROPER OR UNAUTHORIZED USE OF THE PRODUCT OR MATERIAL BREACH = OF THIS AGREEMENT. ALL WARRANTY CLAIMS MUST BE MADE WITHIN THE WARRANTY PER= IOD TO THE RESELLER FROM WHICH YOU ACQUIRED THE PRODUCT OR TO CHAOS, ALONG = WITH PROOF OF ACQUISITION.
13. DISCLAIMER
THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND YOU ACKNOWLEDG= E AND AGREE THAT CHAOS AND ITS AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PE= RMITTED 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 MERCHA= NTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. T= HE FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE AFFECTED= BY CHAOS OR ITS AFFILIATES 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, CHAOS AND ITS AFFILIATES DO NOT= WARRANT THAT PRODUCT WILL MEET YOURS EXPECTATIONS, THAT THE PERFORMANCE OR= OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABL= E, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS= NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSI= CAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREG= OING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED = BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RE= STRICTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TERMS = AND CONDITIONS AGREED TO HEREBY, EITHER DIRECTLY OR BY REFERENCE, CHAOS AND= ITS AFFILIATES DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE= PRODUCT, AND THAT CHAOS OR ITS AFFILIATES WILL CORRECT ALL DEFECTS. THE US= E OF THE PRODUCT IS AT USER'S SOLE RISK. UNLESS CHAOS OR ITS AFFILIATES SPE= CIFY OTHERWISE, CHAOS AND ITS AFFILIATES PROVIDE THIRD PARTY PRODUCTS WITHO= UT WARRANTIES OF ANY KIND. HOWEVER, THEIR RESPECTIVE MANUFACTURERS, DEVELOP= ERS, SUPPLIERS, OR PUBLISHERS MAY PROVIDE THEIR OWN WARRANTIES. SPECIFIC DI= SCLAIMER APPLICABLE ONLY TO LICENSE TYPES SUCH AS TRIAL, BETA, NFR, DEMO, L= ABS OR PRE-RELEASE, OR MADE AVAILABLE AS "FREE" IN OTHER TESTING MODE, OR W= ITHOUT REQUIREMENT OF PAYMENT, ETC., FOR WHICH THE LIMITED WARRANTY AND THE= DISCLAIMER IN THE PREVIOUS SECTIONS DO NOT APPLY: IT IS UNDERSTOOD THAT TH= E PRODUCT, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED = EVALUATION ONLY. YOU ACKNOWLEDGE AND AGREE THAT THE PRODUCT, ANY SOFTWARE O= R SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT AN= Y WARRANTIES OF ANY KIND AND CHAOS AND ITS AFFILIATES DISCLAIM TO THE MAXIM= UM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR COND= ITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, US= AGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF = MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEM= ENT. CHAOS AND ITS AFFILIATES DO NOT WARRANT THAT THE PRODUCT WILL MEET YOU= RS EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNIN= TERRUPTED, 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 WARRAN= TIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RE= STRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
14. LIMITATIONS OF LIABILITY
IN NO EVENT WILL CHAOS OR ANY ITS AFFILIATE OR ITS LICENSORS BE LIABLE (= DIRECTLY OR INDIRECTLY) TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAG= ES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, S= PECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS = INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF CHAOS OR = ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAM= AGES, CLAIMS, OR COSTS. YOU ACKNOWLEDGE AND AGREE THAT IN ANY EVENT THE AGG= REGATE LIABILITY OF CHAOS AND ITS AFFILIATES AND ITS LICENSORS ARISING OUT = OF OR IN CONNECTION TO THIS AGREEMENT AND ANY PRODUCT WILL BE LIMITED, EXCE= PT FOR REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, TO THE AMOUNT= PAID, IF ANY, BY YOU FOR SUCH PRODUCT, EVEN IF THAT AMOUNT MAY BE SUBSTANT= IALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. This Agreement will be govern= ed by and construed in accordance with the laws of (a) Germany if You acqui= red the Subscription for a Product in a country outside the United States o= f America; or (b) the State of New York, USA, (and, to the extent controlli= ng, the federal laws of the United States) if Your Territory is the USA. Th= e laws of such jurisdictions shall govern without reference to the conflict= s-of-laws rules thereof. The UN Convention on Contracts for the Internation= al Sale of Goods and the Uniform Computer Information Transaction Act shall= not apply to (and are excluded from the laws governing) this Agreement. In= addition, each party agrees that any claim, action or dispute arising unde= r or relating to this Agreement will be brought exclusively in (and the par= ties will be subject to the exclusive jurisdiction of): (i) the courts of g= eneral jurisdiction of New York, New York, USA, in the case of subsection (= b) above, or (ii) in the case of subsection (a) above any such claim or dis= pute will be brought exclusively in (and the parties will be subject to the= exclusive jurisdiction of) the district court of Karlsruhe, Germany (Landg= ericht Karlsruhe). Chaos may also choose the competent court at Your (i) re= sidence, (ii) place of business or (iii) registered office for any action a= rising hereunder. The right of either Party to claim injunctive relief befo= re the courts competent under the applicable laws remains unaffected. Nothi= ng in the foregoing will prevent Chaos or its Affiliates from bringing an a= ction for infringement of intellectual property rights in any country where= such infringement is alleged to occur. The prevailing party in any action = to enforce this Agreement will be entitled to fully recover its attorneys' = fees and costs in connection with such action.
15. SURVIVAL
Sections concerning USE RESTRICTIONS, CONFIDENTIALITY, OWNERSHIP, PRIVAC= Y, LIMITED WARRANTY, DISCLAIMER, LIMITATIONS OF LIABILITY, and OTHER PROVIS= IONS will survive the termination of this Agreement, howsoever caused, and = this will not imply or create any continued right for You to use the Produc= t or any part of the Product after termination of this Agreement.
16. TERM
This Agreement shall run for the agreed term. You can choose between a O= ne-Month Subscription, One-Year Subscription or Three-Year Subscription. Th= e term starts upon this Agreement's effective date and ends (i) in case of = the One-Month Subscription, with the end of the day before the day with the= same number as the effective date in the following month; if such day does= not exist in the following month, with the end of the last day of the foll= owing month, (ii) in case of the One-Year Subscription, with the end of the= day before the day with the same number of the same month in the following= year, and (iii) in case of the Three-Year Subscription, with the end of th= e day before the day with the same number of the same month in the third ye= ar following the effective date.
17. RENEWALS
After each applicable term, and subject to Chaos's right to a Price Chan= ge, this Agreement shall automatically renew for another Subscription term = equivalent in time to the initial Subscription term, unless terminated by a= party pursuant to this Section. In addition, additional or special terms g= overning renewals of certain License Types may be further specified in Exhi= bit A hereto.
18. TERMINATION. MODIFICATION
Right of Return: PROVIDED THAT THIS IS NOT IN CONFLICT WITH THE NATURE O= F THE PRODUCT OR OTHERWISE AVAILABLE FOR EXCLUSION FROM THE SCOPE OF MANDAT= ORY PRODUCT WITHDRAWALS AND RENEWALS BY THE APPLICABLE LAW, YOU MAY, WITHIN= FOURTEEN (14) DAYS FROM THE EFFECTIVE DATE OF A SUBSCRIPTION, RETURN THE P= RODUCT TO CHAOS OR ITS AUTHORIZED RESELLER FROM WHICH THE PRODUCT WAS ACQUI= RED, FOR A REFUND NOT EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY. Term= ination for Cause: Either party may terminate this Agreement for cause if t= he other party (a) fails to cure any material breach of the terms of this A= greement within thirty (30) days after written notice; (b) ceases operation= without a successor; or (c) seeks protection under any bankruptcy, receive= rship, trust deed, creditors' arrangement, composition or comparable procee= ding, or if any such proceeding is instituted against that party (and not d= ismissed within sixty (60) days thereafter). Termination for Convenience: I= f You agreed upon the One-Month Subscription, each party shall be entitled = to terminate this Agreement with respect to any renewal with two weeks' not= ice prior to the end of the term of the applicable One-Month Subscription. = If You agreed upon the One-Year Subscription or Three-Year Subscription, ea= ch party shall be entitled to terminate this Agreement on an one-month noti= ce prior to the end of the respective term of the applicable One-Year Subsc= ription or Three-Year Subscription. Consequences of Termination: Upon any e= xpiration or termination of this Agreement, You must cease using all licens= ed Products and delete (or at our request, return) all Confidential Informa= tion or other materials of ours in your possession, including on any third-= party systems operated on Your behalf. You will certify such deletion upon = our request. You may not have access to Your Data not saved on Your own sto= rage media (and we may delete all of Your Data unless legally prohibited) a= fter expiration or termination of this Agreement (or its applicable Subscri= ption term), so You should make sure to export Your Data using the function= ality of the Products during the applicable Subscription term. If we termin= ate this Agreement based on a Termination for Cause, you will pay any unpai= d fees covering the remainder of the then-current Subscription term after t= he effective date of termination. In no event will termination relieve You = of your obligation to pay any fees payable to us for the period prior to th= e effective date of termination. Except where an exclusive remedy may be sp= ecified in this Agreement, the exercise by either party of any remedy, incl= uding termination, will be without prejudice to any other remedies it may h= ave under this Agreement, by law or otherwise. Suspension: Chaos may also t= erminate any right granted to You under this Agreement and/or suspend, modi= fy, or delete Your account if it has another valid reason to do so (for exa= mple, You are repeatedly or seriously breaking any limitations imposed by l= aw or contract; ceasing a Product for economic reasons due to a limited num= ber of Users, etc.) or without reason by giving You a reasonable prior noti= ce. If Chaos terminates any right granted to You under this Agreement and/o= r suspends or deletes Your account, this means that Your access to and righ= t to Use a Product will be temporarily or permanently revoked.
19. MODIFICATIONS
Product Modifications: Chaos retain all the rights to make and have impl= emented, from time to time, any changes, improvements and corrections, it d= eems necessary upon its own discretion, to the Product hereunder, as long a= s such change, improvement or correction does not affect the Products main = function. Agreement Modifications: From time to time, Chaos may modify, add= to, supplement or delete terms of this Agreement, for instance if there is= a change to its Products and Services, to improve safety or in case of cha= nge in applicable laws. If Chaos substantially changes the terms of this Ag= reement, Chaos will notify You in advance before the new terms of this Agre= ement come into effect and You will be asked to accept those changes to con= tinue to Use the Products or Services, provided that the acceptance will be= deemed given if You continue Using the Product. The applicable version of = the Agreement will be at all times available on https://enscape3d.com/eula/= or any other successor site designated by Chaos, and You accept to check o= n a regular basis (at least every two weeks) whether the terms of the Agree= ment have been updated, as well as each time You Use a Product. Together wi= th the notice, we will specify the effective date of the modifications. Unl= ess otherwise indicated with the modifications, any and all such modificati= ons will take effect at the next renewal of Your Subscription term and will= automatically apply as of the renewal date, unless You elect not to renew.= Changes to the terms of this Agreement will not substantially change the c= ontractual balance between You and Chaos, and will not have retroactive eff= ect. Notwithstanding the foregoing, in some cases (e.g., to address complia= nce with laws, or as necessary for new features) there may be modifications= which will mandatorily become effective during your then-current Subscript= ion term. If the effective date of such modifications is during Your then-c= urrent Subscription term, and such modification materially adversely affect= s Your Use of the affected Product, then (as Your exclusive remedy) You may= terminate Your affected Subscription upon notice to Us, and We will refund= You prorated any fees you have pre-paid for Use of the affected Products o= r Services for the terminated portion of the applicable Subscription term. = To exercise this right, You must provide Us with notice of Your objection a= nd termination within thirty (30) days of Us providing notice of the modifi= cations.
GENERAL PROVISIONS:
20. NOTICES
Any notice under this Agreement must be given in writing. We may provide= notice to you through Your account email address, Your account or in-produ= ct notifications, by publishing a notice to all Users to a Product web port= al, or elsewhere as may be agreed hereby. You agree that any electronic com= munication will satisfy any applicable legal communication requirements, in= cluding that such communications be in writing. Any notice to You will be d= eemed given upon the first business day after we send it. You will provide = notice to us by post to contracts@chaos.com, Attn: General Counsel. Your no= tices to us will be deemed given upon receipt.
21. FORCE MAJEURE
Chaos will not be liable for any loss, damage or penalty resulting from = delays or failures in performance resulting from, and shall not be responsi= ble for any cessation, interruption, or delay in the performance of its obl= igations hereunder due to, earthquake, flood, fire, storm, natural disaster= , act of God, war, terrorism, armed conflict, labor strike, lockout, boycot= t, availability of network and telecommunications services or other similar= events beyond its reasonable control.
22. CLASS ACTION WAIVER
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND CHAOS AGREE THA= T EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDU= AL CAPACITY, AND NOT AS A CLASS ACTION, COLLECTIVE ACTION OR CLASS ARBITRAT= ION, OR AS A PRIVATE ATTORNEY GENERAL. To the extent applicable law does no= t permit waiver of private attorney general claims, but permits them to be = arbitrated, then such claims shall be resolved by way of arbitration only b= efore an arbitration court nominated upon mutual consent. The arbitrator(s)= shall be empowered to grant whatever relief would be available in a court = under law or in equity.
23. COMPLIANCE WITH LAWS
You shall comply with all applicable laws in connection with Your activi= ties arising from this Agreement. You further agree that you will not engag= e in any illegal activity and you acknowledge that Chaos reserves the right= to notify You or appropriate law enforcement in the event of such illegal = activity.
24. ASSIGNMENT
You may not assign or transfer this Agreement without our prior written = consent. Any attempt by You to transfer or assign Agreement except as expre= ssly authorized above will be null and void. We may assign our rights and o= bligations under this Agreement (in whole or in part) without your consent.= We may also permit our Affiliates, agents and contractors to exercise our = rights or perform our obligations under this Agreement, in which case we wi= ll remain responsible for their compliance with this Agreement. Subject to = the foregoing, this Agreement will inure to the parties' permitted successo= rs and assigns.
25. EXPORT CONTROLS
You acknowledge and agree that the Product (including any data submitted= by You in connection with a Service and any Result generated by a Service)= may be subject to the export control and trade sanctions laws, rules and r= egulations of the United States and may be subject to the export control an= d trade sanctions laws, rules and regulations of other countries, including= but not limited to countries where You are located or operate (hereinafter= jointly referred to as the "Export Controls"). Both parties shall comply w= ith the U.S. Export Administration Regulations, and any other applicable ex= port laws, restrictions, and regulations to ensure that the Product and any= technical data related thereto is not exported or re-exported directly or = indirectly in violation of or Used for any purposes prohibited by such laws= and regulations You further represent, warrant and covenant that neither Y= ou nor Your Affiliates or personnel (i) are a citizen or resident of, or lo= cated within, a nation or region that is subject to U.S. trade sanctions or= other significant trade restrictions (including, without limitation, the C= rimean peninsula, Cuba, Iran, Sudan, Syria and North Korea), (ii) are ident= ified on any applicable government restricted party lists (including, witho= ut limitation, the U.S. Treasury Department's Sectoral Sanctions List and L= ist of Specially Designated Nationals and Blocked Persons, the U.S. Departm= ent of Commerce's Denied Party List, Entity List and Unverified List and th= e U.S. Department of State's proliferation-related lists), (iii) will, unle= ss otherwise authorized under the Export Controls, Use Products (or Service= s) in connection with any restricted end use, including, without limitation= , design, analysis, simulation, estimation, testing, or other activities re= lated to nuclear activities, chemical/biological weapons, rocket systems or= unmanned air vehicles, or (iv) will Use the Product (or Services) to discl= ose, transfer, download, export, or re-export, directly or indirectly, any = of Your Results generated by the Product (or Services), Content, third part= y content, or any other content or material to any country, entity, or part= y that is ineligible to receive such items under the Export Controls or oth= er laws or regulations to which You may be subject to.
26. ENTIRE AGREEMENT
This Agreement consists of all the terms and conditions set forth hereby= , inclusive of the content of any Exhibits hereto, and any other terms refe= rred to herein, constitute the entire agreement between the parties (and me= rge and supersede any prior or contemporaneous agreements, discussions, com= munications, agreements, representations, warranties, advertising or unders= tandings) with respect to the subject matter hereof. The parties acknowledg= e that, in entering into this Agreement, they are not relying on any agreem= ents, discussions, communications, agreements, representations, warranties,= advertising or understandings other than as expressly set forth in this Ag= reement. The separate terms may be amended separately, and Chaos may amend = any of them, as well as modify, update, or put to an end the Use of, any Pr= oduct, from time to time, with or without notice depending on the type of c= hange, by conveying an advance notice to You by means of sending an email m= essage to You, publishing a notice on Websites or Product forum(s), amendin= g the Documentation, enabling a pop-up notice in the Product, or otherwise.= You agree to monitor on a regular basis the established lines of communica= tion in order to be aware of any updates regarding the Products and the Agr= eement. Not providing Your disagreement prior to the effective note of a ch= ange, in addition to Your continuing Use of the Product after the effective= date of a notice, shall be deemed an agreement to such a change. This Agre= ement shall apply to all Chaos's products, unless otherwise provided for in= the specific license terms and conditions under which an Offering is made = available for customer use, for example, this Agreement may not apply to ce= rtain freeware license type software, or software not designated under the = description of Product stipulated in the Agreement, which is licensed under= separate terms and conditions. Unless otherwise stipulated by Chaos , this= Agreement shall also apply to any Products:
a. updates and upgrades,
b. supplements, and
c. related Services (if any). Maintenance= and support services are governed by the end user support agreement, which= , if any, will be specified by Chaos, and is hereby incorporated by referen= ce into this Agreement. By accepting this Agreement you also accept, agree = and guarantee that in case You provide to a third person the legitimate pos= sibility to Access or Use the Product or any part of it You shall procure t= he said third person's acceptance and agreement with the present Agreement = otherwise such access or usage shall be deemed illegal.
27. WAIVER; MODIFICATION
The failure by either party to enforce any provision of this Agreement w= ill not constitute a waiver of future enforcement of that or any other prov= ision. Unless otherwise stipulated elsewhere in this Agreement, any waiver = or amendment of any provision of this Agreement will be effective only if i= n writing and signed by authorized representatives of both parties. If any = provision of this Agreement is held to be unenforceable or invalid, that pr= ovision will be enforced to the maximum extent possible and the other provi= sions will remain in full force and effect.
28. RECORDS
You shall retain records pertaining to Product Use. You grant to Chaos a= nd its independent advisors the right to examine such records no more than = once in any twelve-month period solely to verify compliance with this Agree= ment. In the event such audit reveals non-compliance with this Agreement, Y= ou shall promptly pay the appropriate license fees, plus reasonable audit c= osts, as determined by Chaos.
29. COUNTRY-SPECIFIC TERMS =E2=80=93 MEMBER STATES OF THE EUROPE= AN UNION
29.1. LICENSE FEE You shall pay the fee set forth by Chaos for the appli= cable Product or Subscription. Fees are available at the Product portal. If= You agreed upon a one-month term ("One-Month Subscription"), the fee is to= be paid monthly in advance of the applicable One-Month Subscription. If Yo= u agreed upon a one-year term ("One-Year Subscription"), the fee is to be p= aid yearly in advance of the applicable One-Year Subscription. If You agree= d upon a three-year term ("Three-Year Subscription"), the fee is to be paid= in advance of the applicable Three-Year Subscription. Any other Subscripti= on periods made available on a Product or Subscription portal, and relevant= payments, will follow the same logic. Chaos shall be entitled to modify an= y fees for a Subscription, Product or Service ("Price Change") on a six-wee= k notice, in writing. Except as otherwise announced with a fee modification= notice, any fee modification will take automatic effect at the next renewa= l of Your Subscription Term, unless You elect not to renew. Where the fee m= odification is envisaged to take effect during Your current Subscription Te= rm, You are entitled to terminate Your Subscription and/or Agreement, in wr= iting, at least 10 days prior to expiration of the fee modification notice = period. In this case, the current terms of Your Subscription and/or Agreeme= nt remain unchanged and Your Subscription and/or Agreement will terminate w= ith effect towards one month after expiration of the fee modification notic= e period. In case You decide to terminate, You will be entitled to prorated= refund of the positive balance of Your prepaid fees, if any. *ther than as= permitted in this Section or elsewhere in this Agreement, all amounts are = non-refundable, non-cancelable and non-creditable. You agree that We may bi= ll Your credit card or other payment method for renewals, additional Users,= overages to set limits or scopes of Use, expenses, and unpaid fees, etc, a= s applicable.
29.2. TERMINATION The following cause for termination shall not apply: (= c) seeks protection under any bankruptcy, receivership, trust deed, credito= rs' arrangement, composition or comparable proceeding, or if any such proce= eding is instituted against that party (and not dismissed within sixty (60)= days thereafter).
29.3. LIMITED WARRANTY If You are not a Consumer, instead of Section 12,= above, only the following shall apply re Limited Warranty: If the Product = and/or Services by Chaos are defective because their suitability for contra= ctual use is not only insignificantly suspended, Chaos shall be liable in a= ccordance with the mandatory statutory provisions for material defects and = defects of title. Strict liability for damages with respect to defects that= were already present when the Agreement was concluded is excluded. You hav= e to report defects to the Provider immediately via e-mail or via your acco= unt. Technical data, specifications and performance data in public statemen= ts by Chaos, in particular in advertising material, shall not be deemed as = a statement to the quality of the Product and/or Services. Chaos shall not = be liable for defects which are due to use of the Products and/or Services = contrary to this Agreement, and/or unauthorized modifications, by You or th= ird parties.
29.4. DISCLAIMER The Disclaimer in Section 13, above, shall not apply.= p>
29.5. LIMITATIONS OF LIABILITY Instead of Section 14, above, only the fo= llowing shall apply re Limitations of Liability: Chaos or its Licensors are= liable for intent and gross negligence in accordance with the statutory pr= ovisions. In case of slight negligence, Chaos or its Licensors shall only b= e liable in case of violation of an essential contractual obligation ("Card= inal Obligation") as well as in case of damages resulting from injury to li= fe, body or health. Chaos or its Licensors shall only be liable for foresee= able damages, the occurrence of which must typically be expected. Chaos or = its Licensors shall be liable in accordance with the German Product Liabili= ty Act in the event of product liability. Chaos or its Licensors shall be l= iable for loss of data only up to the amount of typical recovery costs whic= h would have arisen had proper and regular data backup measures been taken.= Any more extensive liability of Chaos is excluded on the merits.
1. SPECIAL TERMS AND CONDITIONS FOR COMMERCIAL LICENSE<= /p>
1.1. The terms and conditions of this Agreement which are not clearly re= ferred to as applicable only to specific License Type(s) will apply to all = License Types, including but not limited to Commercial License Type.
2. SPECIAL TERMS AND CONDITIONS FOR TRIAL LICENSE
2.1. You may download a Trial License version for evaluation and, therea= fter, if You liked the Product, order license under the terms and condition= s stipulated above, i.e. You can try the Product before starting to pay a l= icense 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 Tri= al License. These additional and specific terms contained in this Section "= Trial License" will apply whenever You choose to Use the Product under Tria= l License.
2.2. The Product under Trial License can be either a fully-functional, t= ime-limited version, or a feature-limited version, or a combination of thes= e two types. Detailed description of the Trial License restrictions might b= e found hereunder, on a designated Website and/or on the Documentation, for= example Product user-guide, etc.
2.3. Subject to Your full and continuous compliance with this Agreement = and the restrictions stipulated anywhere in this Agreement, Chaos grants, a= nd You accept, a non-exclusive, non-sublicensable and non-transferable (exc= ept if the latter is permitted by applicable law) right and license for mer= e evaluation, non-Commercial Purposes only. You are authorized to install, = copy, and Use the Product for the sole purpose of testing its functionality= .
2.4. The product under this license type is provided free of charge only= until it is a trial license. Continuous Use of the product following expir= ation of the trial period, or any attempt to Use the Product following expi= ration of the trial period, are allowed only after payment in full of the a= ttributable license fees. The specifics of the trial license exclude any re= fund request(s) concerning any linked license or otherwise referred license= purchased for the purpose of Using it together with the Product, or Produc= ts which are immediately consumed by a single Use. Inter alia, if a trial l= icense is a time-limited, fully-functional version, allowing You to see and= test all the features, Your refund request will be declined if based on tr= ial license claims concerning absence of certain feature(s) or if any featu= re doesn't work as You expected it to work. All other refund cases, if any,= are regulated by Chaos warranty and limitation of liability policy.
2.5. You may not, in addition to any other restrictions contained elsewh= ere:
a. Use the Product without payment of the= attributable license fees after expiration of the Trial License.
b. benefit commercially from using the Pr= oduct in the authorized manner.
2.6. The Trial License may be limited with a term and will be effective = until terminated or You choose 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.
2.7. You may terminate the Agreement at any time by returning and/or des= troying the Product, related documentation and all copies thereof.
2.8. Chaos may terminate the Agreement at any time. The Agreement will t= erminate immediately without notice from Chaos if You fail to comply with a= ny provision of the Agreement.
2.9. Upon the termination of the Agreement for whatsoever reason, You wi= ll cease all Use of the Product and destroy all copies, full or partial, of= the Product.
2.10. Unless at the end of the Trial Period Chaos decides to extend the = Trial Period or You elect to be licensed the Product in return for applicab= le fee, You accept to immediately stop Using the Product and return and/or = destroy the Product, related Documentation and all copies thereof. If You r= etain the Product after the end of the Trial Period, Chaos will consider th= at You chose to be licensed the Product in return for an applicable fee, un= der the terms and conditions of the standard Agreement for this Product. Pa= yment of the applicable fees is due as from the day immediately following t= he end of the Trial Period, as instructed in details in the relevant invoic= e(s).
2.11. Sections (LIMITATIONS/RESTRICTIONS) (CONFIDENTIALITY AND NON-DISCL= OSURE) (OWNERSHIP), (PRIVACY), (LIMITED WARRANTY), (DISCLAIMER), (LIMITATIO= NS OF LIABILITY) (OTHER PROVISIONS) will survive the termination of this Ag= reement, 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 terminati= on of this Agreement.
3. SPECIAL TERMS AND CONDITIONS FOR BETA (OR PREVIEW) LICENSE
3.1. Whenever You are provided a Beta License Type for a Product, You ac= knowledge, 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.
3.2. Under this License Type You may not Use the Product or Licensee's W= orks for commercial purposes, unless a specific agreement with Chaos is rea= ched on that. The specific agreement may be replaced by a relevant statemen= t stipulated on the beta section of the Product "Commercial Purposes" means= , not limited to,: sell, charge, accept payment in any form or other compen= sation for the Use of the Product, if at all allowed to You under separate = special terms and conditions, Licensee's Works, or parts thereof, produced = with the Product.
3.3. You are provided a Beta License for a Product whenever You are usin= g offerings identified as "Beta", "Alpha", "Labs" or "Pre-Release" or made = available as "free" in other testing mode, or without requirement of paymen= t for any other of Chaos's product ("Free Products", in the meaning of prod= ucts provided without obligation for payment or any additional consideratio= n, other than receiving Feedback, or other valuable consideration which tan= gible value may not be easy to estimate), may be subject to additional term= s and conditions that appear in connection with Your Use of the free Produc= ts and are incorporated into these Terms by reference. For example, when Yo= u are offered Beta Products License Type:
a. You are entitled to participation base= d on Your commitment to participate and test the Product, where lack of suf= ficient participation is a good and sufficient cause for Chaos to remove Yo= u 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 eva= luate the technical and commercial viability of the Product; (b) to evaluat= e 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 inte= nded purpose; and (e) to create and provide to Chaos voluntary suggestions = and technical feedback regarding the Product, including suggestions regardi= ng viability and functionality of the Product. If You submit feedback or su= ggestions about the Product, Chaos may use Your feedback or suggestions wit= hout obligation to You
3.4. You may report to Chaos for any and all functional flaws, errors, a= nomalies, bugs and other problems directly or indirectly associated with th= e Product known to or discovered by you. You agree that the contents of suc= h reports to Chaos , provided either in written or oral form, and any other= materials, information, ideas, concepts, suggestions, improvements, know-h= ow and the like or, upon additional assignment by Chaos , certain media and= press release instruments ("Feedback"), provided by You (including correct= ions to problems in the Product and documentation) become property of Chaos= . You agree to assign, and hereby assign, all right, title, and interest wo= rldwide in the Feedback and the related intellectual property rights to Cha= os, and agree to assist Chaos, at Chaos's expense, in perfecting and enforc= ing such rights. Chaos may disclose or use Feedback for any and all busines= s purposes whatsoever without any obligation to you. Under no circumstances= will Chaos become liable for any payment to you for any Feedback that you = have provided, whether concerning the Product or otherwise, no matter how s= uch Feedback is used or exploited by Chaos . Regardless anything to the con= trary, Feedback means any suggestions, feedback, improvement requests or ot= her recommendations You or Your Users provide, relating to the Product. Cha= os will have (and You grant) a royalty-free, worldwide, irrevocable, perpet= ual license to use and incorporate any Feedback. Under no circumstances sha= ll Feedback be considered Confidential Information.
3.5. You acknowledge and agree that possession, installation, Use of the= Product or Feedback submission does not transfer to You any title to Chaos= 's intellectual property. Chaos and its licensors own and retain title to a= nd ownership of, and all other rights with respect to, the Product, the Col= lateral Products, the Confidential Information, Feedback and all copies the= reof, including, without limitation, any related copyrights, trademarks, tr= ade secrets, patents, and other intellectual property rights.
3.6. Product under Beta License is always provided as Confidential Infor= mation, regardless of whether this is clearly indicated or otherwise marked= with unambiguous restrictive legend, except in cases where Chaos has clear= ly addressed to the public that a specific Beta License Product is not conf= idential and particular information as regards this very Product may be div= ulged to the public or selected groups thereof.
4. SPECIAL TERMS AND CONDITIONS FOR NFR LICENSE
4.1. Whenever You are provided a NFR License Type for a Product, You ack= nowledge, understand, recognize and agree that it is a designation for the = Product that gives You right only for testing and demonstration purposes, w= ith the understanding that you will not resell the Product.
4.2. NFR ensures You complete, promotional copies of the Product, genera= lly not eligible for upgrades when they become available, and will not incl= ude technical support, whenever offered by Chaos , unless otherwise clearly= stated by Chaos in the relevant Product section.
4.3. Product marked with NFR legend are not licensed for resale, and so = no license for general Use is granted.
5. SPECIAL TERMS AND CONDITIONS FOR EDUCATIONAL/ ACADEMIC LICENS= E
5.1. Whenever You are provided an Educational, also referred to as Acade= mic, License Type for a Product, You acknowledge, understand, recognize and= agree that it is a License limited to Your educational purposes, and is on= ly available for licensees that are academic or educational institutions or= individuals that are students or educators.
5.2. 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 organiza= tion.
5.3. Student/ educator is a person who can confirm enrollment/ employmen= t at a degree-granting educational institution.
5.4. Chaos may decide not to charge a full license fee and this will be = clearly indicated in the relevant Product section.
6. SPECIAL TERMS AND CONDITIONS FOR RENDERFARM LICENSE<= /p>
6.1. Whenever You are provided a license for Use of the Product for comm= ercial renderfarm services, an additional agreement supplementing and amend= ing the present Agreement will be signed with You.
7. SPECIAL TERMS AND CONDITIONS FOR APPSDK FOR INTERNAL USAGE AN= D DEVELOPMENT
7.1. Whenever You are provided a V-Ray Application Software Development = Kit ("V-Ray Application SDK") license for Use of the Product, these additio= nal conditions and limitations apply to You =E2=80=93 the Licensee.
8. DEFINITIONS:
8.1.1 V-Ray Application SDK, hereinafter referred as the "SDK", consists= of: V-Ray Render Engine (major version, as may be further specified b= y Chaos ), which means Chaos's proprietary rendering software core in a bin= ary code format. V-Ray Application SDK API, which means programming i= nterface that allows You, directly or through Licensee's Works, to programm= atically access certain V-Ray Render Engine features and functions; V-= Ray Application SDK API Reference Guides, containing "Sample Code"; a= ny other accompanying software, plug-ins and any updates or upgrades to the= rendering software that You may install from time to time; * any associate= d files, documentation and materials, including but not limited to installa= tion files, Sample code, binary executable files, library files, configurat= ion files and documentation files.
8.1.2 For the purposes of this section "Licensee's Works" means software= , software applications, software modules, products, projects, services, so= lutions or other applications, You create through utilizing the SDK.
8.1.3 "Content" means Licensee's or a Third Party's text, pictures, data= , or other information which are: (i) submitted to, stored, retrieved *r pr= ocessed by the SDK operating with Licensee's Works, (ii) obtained, develope= d or produced by the Product operating with Licensee's Works, including but= not limited to rendered images. Content is neither part of the SDK, nor of= Licensee's Works.
8.1.4 "Sample Code" means sample code examples in source code format.
GRANT OF LICENSE
9. INTERNAL USAGE AND DEVELOPMENT: Subject to and condi= tioned to Your continuous compliance with this Agreement and payment of the= applicable fees for the Product, if any, Chaos grants You non-exclusive, I= nternal Use, non-sublicensable, non-transferable (except if permitted by ap= plicable law), revocable right and license to access the SDK, or any part o= f it, for development, research and other internal purposes only, to:
a. Use the SDK or any part of it "AS IS";= and/or
b. create Licensee's Works; and/or
c. link to Licensee's Works and/or any ot= her software, software applications, products, projects, services, solution= s of Yours; and/or
d. make copies of the SDK only as necessa= ry to perform an activity permitted under this Agreement and You keep all c= opyright notices and other marks of ownership on each copy, or partial copy= , of the SDK. Any copies or partial copies of the SDK are for Your Internal= Use only and cannot be provided to any third parties. You agree to delete = all copies of the SDK when they are no longer required for the purpose they= were created for. You may not Use the SDK or Licensee's Works for commerci= al purposes, unless a specific agreement with Chaos is reached on that. "Co= mmercial Purposes" means, not limited to: sell, charge, accept payment in a= ny form or other compensation for the usage of the SDK, Licensee's Works or= any parts thereof produced with the SDK.
10. SDK REQUIREMENTS AND ADDITIONAL LIMITATIONS:
10.1.1 Required Licenses are:
a. V-Ray Application SDK license. One V-R= ay Application SDK license entitles You to one installation of the SDK on o= ne Computer. The term of the V-Ray Application SDK license is specified as = designated by Chaos . You may request renewal of the term, however Chaos ke= eps the right to refuse such renewal. In case the renewal is confirmed by C= haos, the term of the license is deemed automatically extended for an addit= ional period, as instructed by Chaos, under the terms and conditions of thi= s Agreement.
b. Universal Render Node license. One Uni= versal Render Node license entitles You to Use one running copy of V-Ray Re= nder Engine for rendering at any one time. The terms and conditions for Uni= versal Render Node license may be arranged in a separate agreement with Cha= os .
11. NUMBER OF LICENSES:
Your number of licenses is specified by Chaos, where usually one Product= license entitles You to one SDK license. Additional licenses can be acquir= ed from time to time under the terms and conditions of the relevant license= agreement governing the licenses acquisition. You acknowledge that Chaos i= s currently developing or may develop technologies and products in the futu= re that have or may have design and/or functionality similar to products th= at You may develop based on the V-Ray Application SDK license herein. Nothi= ng in this Agreement shall impair, limit or curtail Chaos' right to continu= e with its development, maintenance and/or distribution of Chaos's technolo= gy or products. You agree not to assert in any way any patent owned by You = arising out of or in connection with the SDK and/or the Product, or modific= ations made thereto, against Chaos, its subsidiaries or Affiliates, or thei= r customers, direct or indirect, agents and contractors for the manufacture= , use, import, licensing, offer for sale or sale of any Chaos's or its Affi= liates' products.
12. SPECIAL TERMS AND CONDITIONS FOR PLE (Personal Learning Edit= ion) LICENSE
12.1. If the Product You choose to be licensed for is a Personal Learnin= g Edition License Type (also referred to as the "PLE"), it will require sta= ndard Chaos Protection Mechanism.
12.2. PLE License Type may have certain time-limits, limited functionali= ty, territorial limitations, watermarks, stamps, scene visibility blurring,= or other possible limitations on the license grants, Use, productivity and= /or support provided (if any such, provided upon Chaos's discretion), as ma= y be described in greater detail in the Product documentation, user guide(s= ) or public announcement made by, or on behalf of, Chaos in appropriate man= ner, upon Chaos's discretion, subject to change from time to time. You may = Use it only for the purpose of personal or in-house, internal evaluation, s= kill-building, training and instruction, and for no other purpose whatsoeve= r. PLE may not be Used for commercial, professional or any possibly availab= le for-profit purposes including, but not limited to, providing training or= instruction to third parties, and rendering functionality might be, in who= le or in part, unavailable. Cluster rendering, renderfarm bureau compatibil= ity, and server installations are explicitly prohibited.
12.3. One account entitles You for a single PLE license at a time. Repet= itive grant of license might be available upon compliance with the terms an= d conditions hereof.
12.4. Chaos may, from time to time and at its sole discretion, vary any = terms and conditions applicable, or terminate this offering in whole or in = part, with or without prior notice to You.
12.5. Until further notice, PLE is available as a pilot project only, ma= y not be available in all regions across the world, and all the special ter= ms and conditions applicable to Beta Licenses, shall also apply to PLE.
Version: 20230501
_______END OF THE AGREEMENT_______
("Agreement") THE PRODUCT IS LICENSED TO YOU UNDER THE =
CONDITION THAT YOU ACCEPT ANY AND ALL TERMS, STIPULATED OR REFERRED TO, HER=
EOF, PLEASE READ CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF CHAOS' OR ITS=
AFFILIATES' OFFERINGS, INCLUDING SUBSCRIPTIONS, SOFTWARE, CONTENT AND OTHE=
R COPYRIGHTED MATERIALS, SOFTWARE-AS-A-SERVICE, CLOUD- SERVICES AND OTHER S=
ERVICES, AND ACCOMPANYING DOCUMENTATION (TOGETHER, THE "PRODUCT" OR "PRODUCTS"). PRODUCT BRANDS INCLUDE, BUT ARE NOT=
LIMITED TO, V-RAY, CHAOS, ENSCAPE, CHAOS PHOENIX, CHAOS PLAYER, CHAOS SCAN=
S, CHAOS COSMOS, CHAOS CORONA, CHAOS SCATTER, CHAOS VANTAGE, ETC. THIS AGRE=
EMENT GOVERNS YOUR USE OF PRODUCTS HOWEVER THEY WERE ACQUIRED INCLUDING WIT=
HOUT LIMITATION THROUGH AN AUTHORIZED RESELLER (AS DEFINED BELOW), OR ONLIN=
E APP STORE. THIS IS A LEGAL AGREEMENT BETWEEN YOU, EITHER YOU PERSONALLY I=
F 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 (REFERRED TO=
HEREIN AS "CUSTOMER", "END USER",
1. DEFINITIONS
The clause headings are included for convenience only, have no legal eff= ect and shall be ignored when construing these Terms. Capitalized terms are= defined in this Agreement, or elsewhere in the other applicable terms and = conditions accepted hereby by reference. Unless otherwise stated, reference= s to clauses or schedules are references to the clauses or schedules of thi= s Agreement, references to this Agreement include its schedules and referen= ces to paragraphs within a schedule are references to the paragraphs of tha= t schedule. Words importing the singular include the plural, and the opposi= te applies, and words importing any gender include the other genders. Refer= ences to persons include individuals, firms, partnerships, limited liabilit= y partnerships, companies, corporations, associations, organizations, gover= nments, governmental agencies and departments, states, foundations and trus= ts (in each case whether or not having separate legal personality) and corr= esponding or similar entities in any relevant jurisdiction. Reference to an= y statute includes a reference to any subordinate legislation and to any am= endments, consolidation, extension or re-enactment of that statute or subor= dinate legislation. The use of the words "including" or "include" shall not= limit the general applicability of any preceding words.
"Access" (as well as "to Access", "Accessible" and other similar languag= e forms) means, (a) to Use, execute, or otherwise benefit from the features= or functionality of, a Product, or (b) to Use or benefit from a Product. A= ccess is any access to a Product regardless of whether it has been locally = installed on Your Computer, Used via Cloud Services, Software as a Service,= or otherwise remotely accessible.
"Additional Agreement" a Product (or portions thereof) may be subject to= terms (e.g., terms accompanying a particular offering or made available in= connection with ordering, installing, downloading, accessing, using or cop= ying such offering) that are in addition to, or different from the terms se= t forth in, this Agreement, and You agree to comply with such terms. Additi= onal Agreement(s) mean any agreement (1) for any applicable Product not cov= ered by this Agreement, or (2) that You and Chaos agree in writing, includi= ng related to the Access or Use of a Product. Additional Agreements may inc= lude, without limitation, terms such as service level agreement(s).
"Affiliate" means any entity that Controls, is Controlled by, or is unde= r common Control with either Party, as applicable, where "Control" means ha= ving the power, directly or indirectly, to direct or cause the direction of= the management and policies of the entity, whether through ownership of vo= ting securities, by contract or otherwise.
"Cloud Services" on demand, cloud-based, or otherwise remotely accessibl= e Services.
"Computer" means (i) a single electronic device, with one or more centra= l processing units (CPUs), that accepts information in digital or similar f= orm and manipulates the information for a specific result based on a sequen= ce of instructions, or (ii) a software implementation of such a device (or = so-called virtual machine).
"Content" materials licensed by Chaos, regardless of whether it has been= downloaded locally on Your Computer, Accessible as a Cloud Service, Servic= e or otherwise remotely Accessible. Content may include 3D model files, geo= metry, texture maps, materials, renderings and other constituent files rela= ted to the Content and its representation, and any modifications and/or com= pilations thereof, currently available in the Chaos portfolio , and/or acco= mpanying documentation, and/or support files, designated and listed on http= s://cosmos.chaos.com/, or any other successor site designated by Chaos, or = as maybe otherwise instructed by Chaos , including updates (if any). Conten= t may be available for paid or free Use, upon Chaos's discretion. Content m= ay be available only to certain regions, target groups of customers, or in = connection to other specific Products where the relevant restrictions or pr= erequisites will be designated in the relevant Documentation - user guides,= relevant Chaos website(s), or elsewhere.
"Documentation" means the applicable user manual, Third Party Materials,= and the acceptable use policy, etc., which may be found at https://docs.ch= aos.com/, https://enscape3d.com/downloadable/EnscapeEULA/AppendixB= .pdf, or any other successor site(s) designated by Chaos, the applicable se= rvice level agreement, if any, and other corresponding copyrighted material= s published by Chaos from time to time that are customarily made available = to End Users of the applicable Product.
"Effective Date" means the date on which You accept this clickwrap Agree= ment or otherwise Access, download, install, execute or Use a Product or Se= rvices, whichever occurs first. Regardless anything to the contrary, Subscr= iption term will start as at the moment of Product activation.
"Internal Use" is any allowed Use by Your own employees solely to meet t= he internal requirements of Your own business in the ordinary course of suc= h business, including for the benefit of Your customers in the ordinary cou= rse of Your business, provided that Your Use shall not include the Use of P= roduct or Service as a service bureau.
"Licensed Material" means Software, Content and Documentation
"License Server" means a primarily cloud-based Protection Mechanism to c= ontrol access and permit only the number of licenses, seats, cloud credits,= etc., acquired to be in use at one time and to prevent unauthorized or unl= icensed Use of a Product.
"License Type" means a type of license specified by Chaos for a Product,= including the types set forth in Exhibit A - Special Terms and Conditions = hereto. License Type may include specific applicable set(s) of terms specif= ied by Chaos for each type of license in Exhibit A. License Type, which is = subject to change from time to time, is determined by Chaos and may be spec= ified in the Subscription for the Product or Services, separately associate= d with the applicable Product or Service or elsewhere as may be deemed appr= opriate by Chaos. License Type may include one of the following types:
a. Commercial License, which is a license= to Use a regular version of the Product or Service under the terms of this= Agreement, in return for the applicable License fee as specified in the Su= bscription;
b. Academic or Educational License is a l= icense limited to use the applicable Product for Your educational purposes = only. Special terms and conditions, including as specified in Exhibit A, ma= y apply (please refer to the Exhibits to this Agreement);
c. Trial/Evaluation License means a licen= se to Use a version of a Product only to review, demonstrate and evaluate t= he Product or Service for the specified Trial Period. The Trial License is = limited in time and the Product may have limited features or functionality.= Special terms and conditions may apply which in case of conflict with the = other terms and conditions stipulated hereunder, will prevail to the extent= of such conflict (please refer to the Exhibits to this Agreement);
d. Beta License is a license available to= the public or only a group(s) of clients, and/or their clients, selected u= pon Chaos's discretion, for evaluation or beta copies of Licensed Materials= for which Chaos does not typically charge a license fee. Special terms and= conditions may apply which in case of conflict with the other terms and co= nditions stipulated hereunder, will prevail to the extent of such conflict = (please refer to the Exhibits to this Agreement). Beta license, or the beta= software itself, may automatically expire once the beta process is complet= e;
e. NFR (Not for resale) is a designation = for the Product that gives You a right only for testing with the understand= ing that You will not resell the Product. NFR ensures You complete, promoti= onal copies of the Product, generally not eligible for upgrades when they b= ecome available, and may not include technical support, whenever offered by= Chaos. A Product marked with a NFR legend is substantially identical in fu= nction and packaging to the retail version of the same Product. They are no= t licensed for resale, and no license for general Use is granted. Special t= erms and conditions may apply which in case of conflict with the other term= s and conditions stipulated hereunder, will prevail to the extent of such c= onflict (please refer to the Exhibits to this Agreement);
f. Render Service Provider License a spec= ial license to Use a Product granted by Chaos to business operators of rend= er farms, built to render computer-generated imagery, which sublicense temp= orarily that Product in return for a fee, under specific conditions stipula= ted in Additional Agreement;
g. Any other License Type, as may be stip= ulated in the Exhibits concerning Special Terms and Conditions sections of = this Agreement or as may be made available at the Product web portal. Depen= ding on Your Subscription or License Type, the Product may include addition= al separate outcome restrictions including, but not limited to: resolution = limitations, watermarks prints, Use limited for a fixed period (with automa= tic expiration on a certain date), Use on a particular Computer only, etc. = In case of time-limited License Type, You may request renewal of the Agreem= ent, however Chaos keeps the right to refuse such renewal. In case the rene= wal is confirmed by Chaos, the Agreement is deemed automatically extended f= or the same period and under the same terms and conditions as agreed hereby= .
"Protection Mechanism" means schemes or devices to control access and pe= rmit only the number of Subscriptions, seats, licenses, service credits, ca= pacity, etc, acquired to be in Use at one time and to prevent usage of unli= censed copies of the Product . Protection Mechanisms may include a hardware= lock such as dongle, or more complex tools such as the License Server, spe= cial encryption schemes, software license authorization keys, and/or any ot= her legally permitted technology as may be implemented from time to time by= Chaos.
"Renderer" means an embedded or separate subset of Software included in = the Licensed Materials used specifically for rendering files created with o= ther Licensed Materials, installed locally on Your Computer, and/or remotel= y Accessible (via Cloud Service or Software as a Service) as provided for, = from time to time, by the terms of Your Subscription.
"Reseller" or "Partner" means an independent entity authorized directly = or indirectly by Chaos to distribute Subscriptions for Products to You.
"Result" means digital works generated by inputting Your Data from the u= se of a) specific Chaos Products to process Content and/or Your Data, and b= ) relevant Chaos or third party rendering or otherwise processing service(s= ). Regardless anything on the contrary, Users cannot produce physical embod= iments of the Content or include it in any Result that is deemed illegal in= Your Territory or according to any applicable law(s).
"Services" means services provided or made available by Chaos, in return= for a fee or free of charge, including, without limitation, support servic= es, storage, rendering, simulation and testing services, training and other= benefits, as well as any services provided, or made available, as part of = a Subscription.
"Software" is any object code of an executable computer program in a mac= hine readable form provided by Chaos.
"Software as a Service" or "SaaS" means on demand, remote Access to cert= ain Licensed Materials, as may be ensured by the License Server or other Pr= otection Mechanism, for a limited period of time, according to the terms Yo= ur Subscription. Technical support, customer success plans, and professiona= l services, specially devoted to SaaS Licensed Materials, are considered pa= rt of the Subscriptions under this Agreement should they be clearly communi= cated in the Subscription or related Documentation, subject to change from = time to time, as part thereof.
"Subscription" is any customer relationship program for a Product, inclu= ding downloadable Products, SaaS Products, Content, Cloud Services and othe= r Services offered by Chaos to Customers, under which Chaos provides, in re= turn for a license fee or free of charge (as in the case of a Trial License= ), and for a prescribed period of time as designated for the Product subjec= t to Subscription, Access to Licensed Materials and Services, updates and u= pgrades to, new versions of, and certain other support, services and traini= ng programs relating to certain Products.
"Territory" is limited to the country or authorized territory where Your= domicile is, and where You are entitled to Use the Product, unless otherwi= se specified by Chaos or by applicable law. In case You are an individual, = You may use the Product in the territory where You currently reside or temp= orarily stay at. In case the Product is acquired from Your head office, or = on behalf of Your Affiliate, the Product may be used in the territory or re= gion where the headquarters or Affiliate is. The Product, or Use thereof, m= ay be transferred from Your territory to another territory only upon Chaos'= s prior written approval.
"Trial Period" is a limited period in which You are entitled to Use the = Product free of charge. Subject to the terms and conditions hereof, except = if otherwise provided elsewhere, Chaos grants to You the license specified = below to evaluate the Product only for a term of up to thirty (30) days (as= may be specified by Chaos as of the time You acquire the particular Produc= t) from the date You obtain the Product or Service. Trial Period may either= be found in this Agreement, on Chaos designated web sites, in the Product = User-Guide, or in other Chaos specific instructions, in this order of prefe= rence.
"Use" or "Using" means to access, download, execute, install, copy or ot= herwise benefit from using the functionality of a Product for Internal Use = in accordance with this Agreement and/or the Documentation. "Use", when spe= cifically referring to Content, will mean Internal Use such as a) browsing = the Content by taking advantage of the tools provided by Chaos, b) download= ing Content, on a piece by piece basis, and c) importing it in a specially = designated Product for the purpose of processing the Content together with = Your other materials so as to prepare raw input data or information such as= imagery files capable of follow up rendering or otherwise processing servi= ce(s), aiming to finally achieve a Result.
"Users" or "Your Users" means Your individual employees with whom you co= nduct business for the Internal Use of Your enterprise, for whom You have p= urchased Subscriptions only for Your benefit or as part of Your project.
"Your Data" means data and content owned by You that You have submitted = for upload to Chaos's servers or computer system for use with one or more o= f the Products.
2. ACCOUNT AND PASSWORD
You may be required to register an account with Chaos in order to access= certain areas of the website(s) of Chaos ("Websites") or any and/or all Pr= oducts. With respect to any such registration, Chaos may refuse to grant Yo= u, and You may not Use, a user name (or e-mail address) that is already bei= ng used by someone else; that may be construed as impersonating another per= son; that belongs to another person; that violates the intellectual propert= y or other rights of any person; that is offensive; or that Chaos rejects f= or any other reason at their sole discretion. Your user name and password a= re for Your personal use only, and not for use by any other person. You and= Your Users are responsible for maintaining the confidentiality of any pass= word You may Use to access the Websites and Products, and agree not to tran= sfer your password or user name, or lend or otherwise transfer your use of = or access to the Websites and Products, to any third party. You are fully r= esponsible for all interaction with the Websites and Products that occurs i= n connection with Your password or user name. You agree to notify Chaos imm= ediately of any unauthorized use of Your password or user name or any other= breach of security related to Your account or the Website(s) and Products,= and to ensure that You "log off" (exit from Your account with the Websites= and Products (if applicable)) at the end of each session. Chaos is not lia= ble for any loss or damage arising from Your failure to comply with any of = the foregoing obligations.
3. SUBSCRIPTIONS AND LICENSE FEES
3.1. Access to Subscriptions and Software as a Service This section appl= ies generally to Software as a Service Subscriptions and does not apply to = downloadable Licensed Materials. Subject to Your compliance with this Agree= ment, during the term of the SaaS Subscriptions purchased, Chaos will use c= ommercially reasonable efforts to make the SaaS Products available in Your = Territory 24 hours a day, 7 days a week, except for published downtime or a= ny unavailability caused by circumstances beyond Chaos's control, including= , but not limited to, a force majeure event, subcontractor's failure to pro= vide essential resources, etc. Chaos grants you a non-exclusive right to Ac= cess and Use the SaaS Products:
i. in accordance with the Documentation;<= /p>
ii. solely within the usage capacity purc= hased; and
iii. solely for Your Internal Use, unless= agreed otherwise in a separate written contract with Chaos.
All other rights are expressly reserved by Chaos.
3.2. Access to Services as part of a Subscription. License Server This s= ection applies generally to Subscriptions for Services, Cloud Services and = the License Server and will be regulated by the Subscription terms, by the = License Server Agreement located at https://enscape3d.com/legal/License-Ser= ver-Agreement.pdf or any other successor site designated by Chaos, and by t= he Terms of Service located at https://cloud.chaos.com/eula or any other su= ccessor site designated by Chaos, accepted hereby, as an integral part here= to, by reference. Subscription to Cloud Services will be acquired by way of= service credits or otherwise as may be instructed from time to time by Cha= os.
3.3. Access to Subscriptions for Licensed Materials. Single Product. Thi= s section applies to Subscriptions of Licensed Materials when provided as a= downloadable Product or as a part of a Subscription including Services. Th= e Licensed Materials are licensed to You as a single product although they = may encompass separate, but interdependent, Software, Services and Content.= Subject to Your compliance with this Agreement, Chaos grants You for Your = Territory a paid, limited, non-exclusive, non-transferable right to Use for= the Subscription term the Licensed Materials:
i. in accordance with the Documentation;<= /p>
ii. solely within the scope of the licens= e purchased (e.g., number of seats, licenses, cloud credits, volume of righ= ts, etc);
iii. solely for your Internal use, unless= agreed otherwise in a separate written contract with Chaos.
All other rights are expressly reserved by Chaos.
3.4. Access to Renderer With regard to the Renderer, in addition to any = other license granted in this Agreement, You may be allowed for Your Territ= ory Access to Renderer, solely for Your Internal Use. The Renderer is provi= ded with a limited number of rendering nodes licenses, Service credits, etc= ., under the specific terms of Your Subscription.
3.5. License Fees You shall pay the fee set forth by Chaos for the appli= cable Product or Subscription. Fees are available at the Product portal. If= You agreed upon a one-month term ("One-Month Subscription"), the fee is to= be paid monthly in advance of the applicable One-Month Subscription. If Yo= u agreed upon a one-year term ("One-Year Subscription"), the fee is to be p= aid yearly in advance of the applicable One-Year Subscription. If You agree= d upon a three-year term ("Three-Year Subscription"), the fee is to be paid= in advance of the applicable Three-Year Subscription. Any other Subscripti= on periods made available on a Product or Subscription portal, and relevant= payments, will follow the same logic. Chaos is entitled to modify any fees= for a Subscription, Product or Service at any time, on a six-week notice i= n writing. Except as otherwise announced with a fee modification notice, an= y fee modification will take automatic effect at the next renewal of Your S= ubscription Term, unless You elect not to renew. Where the fee modification= is envisaged to take effect during Your current Subscription Term, when Yo= u do not disagree, the price modification will be effective at the end of t= he notice period, unless You notify Chaos earlier of Your acceptance, in wh= ich case the fee modification will be effective immediately upon Your accep= tance notice. If You disagree with the fee modification, You shall notify C= haos in writing at least 30 days prior to expiration of the fee modificatio= n notice period. In this case Chaos will be, at its sole discretion, entitl= ed to terminate Your Subscription and/or Agreement at the end of the fee mo= dification notice period, or keep the current terms unchanged; whilst, in c= ase Chaos decides to terminate, You will be entitled to prorated refund of = the positive balance of Your prepaid fees, if any. Other than as permitted = in this Section or elsewhere in this Agreement, all amounts are non-refunda= ble, non-cancelable and non-creditable. You agree that We may bill Your cre= dit card or other payment method for renewals, additional Users, overages t= o set limits or scopes of Use, expenses, and unpaid fees, etc, as applicabl= e.
3.6. Resellers If you make any purchases through an authorized Reseller = of Chaos:
a. Instead of paying us, You will pay the= applicable amounts to the Reseller, as agreed between You and the Reseller= . We may suspend or terminate Your rights to Use Products if We do not rece= ive the corresponding payment from the Reseller.
b. Your order details (e.g., the Products= You are entitled to Use, the number of End Users, the Subscription term, e= tc.) will be as stated in the order placed with Us by the Reseller on Your = behalf, and Reseller is responsible for the accuracy of any such order as c= ommunicated to Us.
c. If You are entitled to a refund under = this Agreement, then unless We otherwise specify, We will refund any applic= able fees to the Reseller and the Reseller will be solely responsible for r= efunding the appropriate amounts to You.
d. Resellers are not authorized to modify= the terms of this Agreement or make any promises or commitments on Our beh= alf, and We are not bound by any obligations to You other than as set forth= in this Agreement.
4. AUTHORIZED USE
Subject to Your compliance with this Agreement, You have been granted fo= r Your Territory the following paid, limited, non-exclusive, non-transferra= ble, time-limited or perpetual, rights of Use, under the available Subscrip= tion terms, which You have accepted as stipulated above:
a. to Access remotely, download, install = and Use the Product locally on as many of Your Computers as You wish to, pr= ovided that You, or Your Users, may not at the same time Use the Product on= more Computers than the number of the available seats, licenses, service c= redits, capacity, etc, authorized by Your Subscription as may be controlled= by the License Server or other Protection Mechanism ("Floating License"), = as might be further stipulated in greater details in an Additional Agreemen= t, the Product download section instructions, the Documentation, or elsewhe= re as may deem appropriate for Chaos. If Your Product is restricted for Use= only on a particular Computer ("Fixed License"), as might be clearly stipu= lated elsewhere in greater details, Chaos may, upon its sole discretion, fr= om time to time, temporarily provide a Fixed License with some very limited= functionalities similar to a Floating License like Use on more than a sing= le Computer, or authorize one-off migration of the Product to another Compu= ter, provided that You may not at the same time Use the Product on more Com= puters than the number of the available seats, licenses, service credits, c= apacity, etc, authorized by Your Subscription. Product Use may also be rest= ricted (i) to personal Use only by a specific User account (referred to as = "Personal License", or any other successor license designation by Chaos), i= rrespective of the number of Computers, provided again that the User may no= t at the same time Use the Product on more Computers than the number of the= available seats, licenses, service credits, capacity, etc, authorized by t= he Subscription; or (ii) otherwise; as may be stipulated elsewhere in great= er details;
b. to Access, to load, to execute, on a l= ocal Computer or from a distance, to Use the Products, and to keep it on a = Computer storage device where possible according to the nature of the Produ= ct;
c. to create a back-up copy of the Produc= t, if that is needed for the specific Use that the Product has been acquire= d for and You keep all copyright notices and other marks of ownership on ea= ch 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 contained he= reby, in the Subscription terms, or in any other Additional Agreement by an= d between the parties hereto;
e. to Use the Product within the scope of= Your Subscription or License Type, the Documentation, and up to the number= of purchased Subscriptions, seats, licenses, service credits, capacity, et= c., of the Product. The Product is in Use for the duration that it keeps en= gaged a Subscription from the License Server or other Protection Mechanism = applied by Chaos ; You acknowledge and agree that Access to and installatio= n of a Product may be disabled by the License Server or other Protection Me= chanism if You Use the Product outside the authorized Access hereunder, if = You tamper with the License Server or other Protection Mechanism or date-se= tting mechanisms on a Computer or in the Product, if You Use the Products p= ast an applicable Subscription period or fixed term, or if You undertake ce= rtain other actions that affect the security mode or under other circumstan= ces and that, in any such event, Your Access to the Product and other data = may be affected.
5. USE RESTRICTIONS
You shall not:
i. Use any non-commercial Product that is= procured under a limited license according to its Subscription, in a produ= ction environment;
ii. Use the Products beyond the scope of = the license and/or capacity purchased (e.g., Use by a number of concurrent = Users of the Product that exceed the number of Subscriptions, seats, licens= es, service credits, etc, acquired. Additional capacity can be added from t= ime to time upon extra fees);
iii. Modify, translate, adapt, make arran= gement or any other alteration of the Product, or make any reproduction, di= stribution, communication, display or performance to the public of the resu= lts of such acts, or, generally, create derivative works from the Products,= in whole or in part;
iv. disassemble, decompile, reverse compi= le, reverse engineer or otherwise attempt to derive the source code, method= ology, analysis, or results of the Products, in whole or in part, including= but not limited to, for the purpose of developing, either personally or vi= a third parties, a new product with the same or similar main functionality = as the Product, unless expressly permitted by the mandatory rules of the ap= plicable law despite this prohibition;
v. Remove, modify, or conceal any product= identification, copyright, proprietary or intellectual property notices or= other such marks on or within the Product;
vi. Provide Access to or otherwise make t= he Products or the functionality of the Products available to any third par= ty through any means, including without limitation, by uploading the Produc= t to a network or file-sharing service or through any hosting, managed serv= ices provider, service bureau or other type of service, unless specifically= agreed otherwise in a separate agreement with Chaos. Even in case of such = separate agreement, You may not Use the Product by way of Metered Access Se= rvice, unless administered by a Chaos certified provider of Metered Access = Service. "Metered Access Service" shall mean making the Product available t= o end users for on-demand metered Use under a Subscription granted hereby b= y Chaos. You may not exceed the limit of on-demand metered Use acquired und= er the Metered Access Service;
vii. Transfer, sublicense, or assign your= rights under this Agreement to any other person or entity, except for Affi= liates, unless expressly authorized by Chaos in writing;
viii. Sell, resell, sublicense, assign, o= r otherwise transfer the Products or any rights or interests in the Product= s to any third party except in accordance with the express terms herein. Pr= oducts purchased from unauthorized resellers or other unauthorized entities= shall be subject to the Chaos license compliance and license transfer proc= edure;
ix. Use a Product with a Fixed License, w= hether physical or virtual, on another Computer, unless expressly authorize= d by Chaos in writing;
x. Duplicate, make copies of, or otherwis= e reproduce the Product, its methodology, analysis, or results, unless spec= ifically permitted in accordance with Documentation or for the specific pur= pose of making a reasonable number of archival or backup copies, and provid= ed in both cases that You reproduce in the copies the copyright and other p= roprietary notices or markings that appear on the original copy of the Prod= uct as delivered to You;
xi. Use Your Subscriptions or Product to = store or transmit infringing, libelous, or otherwise unlawful or tortious m= aterial, or to store or transmit material in violation of third-party priva= cy, intellectual property or other rights, or participate in any illegal, d= eceptive, misleading or unethical practices and activities, which may be de= trimental to Chaos or the Product, including but not limited to, using the = Content to create a Result of pornographic nature. Chaos is not liable for = any illegal act such as defamation of a third party, distribution or transm= ission of obscene material and other information contrary to public order a= nd decency, etc., and the result of any breach of this Agreement. You are s= olely responsible for such actions. You are responsible for using only lega= l content, including but not limited to, Digital Rights Management (DRM)-pr= otected or DRM-free content on the allowed number of compatible devices tha= t You own or control, within the restrictions provided hereby for the Produ= ct. Video and audio Content may require an HDCP connection;
xii. Use the Subscriptions in any manner = not authorized by the Documentation;
xiii. Interfere with, disrupt the integri= ty or performance of, or attempt to gain unauthorized Access to Product, Su= bscriptions or the License Server or other Protection Mechanism, their rela= ted systems or networks, or any Third Party Materials contained therein;
xiv. Take any steps to avoid or defeat th= e purpose of any Protection Mechanism or to Access or Use the Product in a = manner that circumvents or interferes with the operation of the Protection = Mechanism; or
xv. Use any of the Product's components, = files, modules, audio-visual content, or related licensed materials separat= ely from the Product.
6. PREREQUISITES AND REQUIREMENTS
The Product may be authorized by a Protection Mechanism, including but n= ot limited to, a compatible License Server (an ancillary license administra= tion software used by the Product, to prevent usage of unlicensed versions = or copies). The Product may contain or be accompanied by collateral product= s such as third-party software, data or other materials ("Third Party Mater= ials") that are subject to and provided in accordance with terms that are i= n addition to or different from the terms set forth in this Agreement. To t= he extent any terms of this Agreement conflict with any such terms, the lat= ter shall prevail. Such terms may be included or referenced in or with the = Third Party Materials (e.g., in the "About box" or elsewhere) or a web page= specified by Chaos (the URL for which may be obtained on Websites or on re= quest to an Chaos representative), where the requirements and supported ver= sions of the Third Party Materials may be found in the Documentation. You a= gree to comply with such terms. In addition, You will take sole responsibil= ity for obtaining and complying with any licenses that may be necessary to = use Third Party Materials that You Use or obtains for Use in conjunction wi= th a Product. You acknowledge and agree that Chaos has no responsibility fo= r, and makes no representations or warranties regarding, such Third Party M= aterials or Your Use of such Third Party Materials Internet access may be n= eeded at all times, and creation or login to an account may be needed to Us= e all aspects of the Product. You are solely responsible for arranging and = paying any cost for the Use of the proper Third Party Materials, internet o= r other network access, equipment, software, services and other resources r= equired for You to Access and/or Use a Product, including, without limitati= on, hardware and software prerequisites such as proper Compute and operatin= g system, license, service provider or otherwise fees, telecommunications f= ees, and the costs of any equipment and third-party software (including, wi= thout limitation, encryption and other security technology). Chaos may not = be held responsible for the support of Your Access and will not be responsi= ble for the reliability, security or performance of any Access. Products ma= y not be available in all countries or locations now or in the future. Thes= e terms do not change any restrictions applicable to Your Use of any other = products and offerings of Chaos provided under separate terms and condition= s not part of this Agreement.
7. SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY
Chaos will make the Service available to You and Your Users consistent w= ith the manner in which Chaos makes the Services generally available to oth= er End Users of the Service. Chaos may provide support services via email, = phone lines, or otherwise, during regular business hours and will endeavor = in good faith to respond to customer support inquiries within two (2) busin= ess days, provided that both conditions are met: You and Your Users are usi= ng the most current updates of the affected Product, and are not running a = beta version, of the affected Product. Any service level agreement(s), if a= ny, which may be available in connection with a Product will be Additional = Agreements and the credits (if any) set forth in any such will be Your sole= and exclusive remedy for Chaos's failure to meet the identified service le= vels. Not all Products will have service level agreement(s). Chaos does not= make any representations or guarantees related to uptime or availability o= f any offering, except as specifically identified in the applicable service= level agreement(s), if any. If there are any updates or upgrades to the Pr= oduct, Chaos may provide the updated Product to You. Certain new functions,= or functions of the Product that have previously been provided to You, may= not be available depending on Your update status. If Chaos or a Reseller p= rovides You with an upgraded or updated version of a Subscription or Produc= t, previously provided to You under this Agreement, upon Chaos sole discret= ion You may lose the previous version(s). Upon an upgraded or updated versi= on availability, Chaos may, upon its sole discretion, stop any support for = previous version(s).
8. REMOTE ACCESS AND DELIVERY
Chaos will deliver the Product electronically by giving You remote Acces= s, whilst You have to register an Account, Access, download and install the= Product from an official website of Chaos does not warrant the authenticit= y and does not warrant Products acquired elsewhere. In order to receive a P= roduct license authorization key, You may have to generate a provisional co= de from the Computer where the Access to License Server is installed, follo= wing the instructions in the furnished Documentation and to provide that pr= ovisional code to Chaos. Chaos may further provide the respective Software = License authorization key. Subscriptions and/or Products can be provided on= various pricing levels such as Beginner, Advanced, Professional, Solo, Pre= mium, Enterprise, Copper, Silver, Gold, Platinum, and any other as may be d= esignated from time to time by Chaos .
9. OWNERSHIP
Chaos and its respective suppliers retain all rights to intellectual and= intangible property relating to the Product, the Third Party Materials, an= d the Confidential Information, including but not limited to copyrights, pa= tents, trade secret rights, and trademarks and any other intellectual prope= rty rights therein unless otherwise indicated. You are granted only such ri= ghts as expressly described in the various terms and conditions accepted he= reby either directly or by reference, and You have no other rights, implied= or otherwise. You acknowledge and agree that possession, installation, or = use of the Product does not transfer to You any title to Chaos's intellectu= al property. You shall not delete or alter the copyright, trademark, or oth= er proprietary rights notices or markings that appear on the Product. To th= e extent you provide any suggestions or comments related to the Products, C= haos shall have the right to retain and use any such suggestions or comment= s in current or future products or subscriptions, without your approval or = compensation to You.
10. CONFIDENTIALITY
Confidential Information. Chaos and You acknowledge and agree that durin= g the Term of or in relation with this Agreement either party (the "Disclos= ing Party") may disclose to the other party (the "Recipient") certain busin= ess 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 AP= I, SDKs, libraries, reference, sample code etc.) or other non-public inform= ation, clearly designated as Confidential, Privileged or which by its essen= ce or the surrounding circumstances may be considered as Confidential, that= Disclosing Party delivers or communicates to the Recipient or to which the= Recipient otherwise gains access to under this Agreement. Confidential inf= ormation may be used only internally and only in conjunction with and for R= ecipient's own authorized Internal Use, including but not limited to, the p= erformance of obligations hereunder. Recipient shall maintain the confident= iality of the Disclosing Party's Confidential Information and may not discl= ose, distribute or otherwise provide it to third parties throughout the ter= m of Your Product license, except in cases where such information is requir= ed by applicable law or court order and a prompt advance notice to Disclosi= ng party has been sent to enable the latter to seek a protective order or o= therwise prevent such disclosure. Feedback. Each party may from time to tim= e provide suggestions, comments or other feedback ("Feedback") to the other= party with respect to Confidential Information provided by such other part= y and/or the other party's products or services. Both parties agree that al= l Feedback is and will be given entirely voluntarily. Neither party shall p= rovide any Feedback that is subject to license terms that seek to require a= ny of the other party's products, technology, service or documentation inco= rporating or derived from such Feedback, or any of the other party's intell= ectual property to be licensed or otherwise shared with any third party. Fu= rthermore, except as otherwise provided herein or in a separate subsequent = written agreement between the parties, the receiver of Feedback will be fre= e to use, disclose, reproduce, license or otherwise distribute, and exploit= the Feedback provided to it as it sees fit, entirely without obligation or= restriction of any kind on account of intellectual property rights or othe= rwise.
11. DATA PRIVACY
You acknowledge and agree that You may provide, and Chaos and its Partne= rs may obtain, certain information and data with respect to You (including,= without limitation, personal data) and Your business in connection with th= is Agreement, including but not limited to, information and data provided t= o or obtained by Chaos and Partners, related to ordering, registration, act= ivation, updating, validating entitlement to, auditing, monitoring Installa= tion of and Access to Products and/or managing the relationship with You. Y= ou hereby acknowledge that you have read and been familiarized with Chaos' = data privacy and data protection policies, as such policies may be updated = from time to time, located at https://enscape3d.com/privacy/ or any other s= uccessor site designated by Chaos. Please note that Your personal informati= on may be collected and processed in order to detect, prevent, or otherwise= address non-valid use such as through fraud and software piracy (e.g., to = confirm that software is genuine and properly licensed) and to protect You,= Chaos, and/or third parties in furtherance of our legitimate interests. Us= ing non-valid software is an act of copyright infringement, which may resul= t in both civil and criminal penalties. Further, this Agreement requires al= l customers to use the Product in compliance with all applicable laws and f= urther prohibits any act of unauthorized use, access or reproduction. Chaos= works with third party service providers to investigate the sale and use o= f non-valid software and in case of suspicions of software privacy Chaos ma= y share personal data of suspected individuals to those third parties provi= ded all applicable legislative requirements are followed. Chaos reserves al= l rights to take actions against unauthorized resellers of the Product on p= opular marketplaces and e-commerce sites, as well as to investigate anonymo= us reports of suspicious resellers and users of non-valid Product and softw= are.
12. LIMITED WARRANTY
Chaos warrants that, as of the date on which the Product is delivered to= You and for ninety (90) days thereafter or if the Subscription term is sho= rter, such shorter period ("Warranty Period"), the Product will provide the= general features and functions described in the Documentation. Chaos's and= its Affiliates' entire liability and Your exclusive remedy during the Warr= anty Period ("Limited Warranty") will be, with the exception of any statuto= ry warranty or remedy that cannot be excluded or limited under law, at Chao= s's option, (i) to attempt to correct or work around errors, if any, or (ii= ) to refund the fees, if any, paid by You and terminate this Agreement or t= he license specific to such Product. Such refund is subject to the return, = during the Warranty Period, of the Chaos applicable policy further informat= ion of which may be received from Your Chaos Representative. THE LIMITED WA= RRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY H= AVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURIS= DICTION. CHAOS DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NO= T PERMITTED BY LAW. THIS LIMITED WARRANTY DOES NOT APPLY TO OFFERINGS NOT P= ART OF THE PRODUCT, WHICHCHAOS OR ITS AFFILIATES, AT THEIR 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-RELEAS= ED SOFTWARE, UNSTABLE VERSIONS, BETA, TRIAL, EVALUATION, OR NOT-FOR-RESALE = COPIES, ANY OFFERINGS MADE AVAILABLE BY CHAOS OR ITS AFFILIATES FOR FREE. T= HIS LIMITED WARRANTY IS VOID IF FAILURE IN PERFORMANCE OR DEFECT OF THE PRO= DUCT RESULTED FROM YOUR NEGLIGENCE, ABUSE, MISUSE, AMENDMENT OR ATTEMPTED A= MENDMENT OF THE PRODUCT FROM THIRD PARTY OTHER THAN CHAOS OR ITS AFFILIATES= , ACCIDENT, IMPROPER OR UNAUTHORIZED USE OF THE PRODUCT OR MATERIAL BREACH = OF THIS AGREEMENT. ALL WARRANTY CLAIMS MUST BE MADE WITHIN THE WARRANTY PER= IOD TO THE RESELLER FROM WHICH YOU ACQUIRED THE PRODUCT OR TO CHAOS, ALONG = WITH PROOF OF ACQUISITION.
13. DISCLAIMER
THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND YOU ACKNOWLEDG= E AND AGREE THAT CHAOS AND ITS AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PE= RMITTED 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 MERCHA= NTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. T= HE FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE AFFECTED= BY CHAOS OR ITS AFFILIATES 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, CHAOS AND ITS AFFILIATES DO NOT= WARRANT THAT PRODUCT WILL MEET YOURS EXPECTATIONS, THAT THE PERFORMANCE OR= OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABL= E, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS= NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSI= CAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREG= OING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED = BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RE= STRICTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TERMS = AND CONDITIONS AGREED TO HEREBY, EITHER DIRECTLY OR BY REFERENCE, CHAOS AND= ITS AFFILIATES DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE= PRODUCT, AND THAT CHAOS OR ITS AFFILIATES WILL CORRECT ALL DEFECTS. THE US= E OF THE PRODUCT IS AT USER'S SOLE RISK. UNLESS CHAOS OR ITS AFFILIATES SPE= CIFY OTHERWISE, CHAOS AND ITS AFFILIATES PROVIDE THIRD PARTY PRODUCTS WITHO= UT WARRANTIES OF ANY KIND. HOWEVER, THEIR RESPECTIVE MANUFACTURERS, DEVELOP= ERS, SUPPLIERS, OR PUBLISHERS MAY PROVIDE THEIR OWN WARRANTIES. SPECIFIC DI= SCLAIMER APPLICABLE ONLY TO LICENSE TYPES SUCH AS TRIAL, BETA, NFR, DEMO, L= ABS OR PRE-RELEASE, OR MADE AVAILABLE AS "FREE" IN OTHER TESTING MODE, OR W= ITHOUT REQUIREMENT OF PAYMENT, ETC., FOR WHICH THE LIMITED WARRANTY AND THE= DISCLAIMER IN THE PREVIOUS SECTIONS DO NOT APPLY: IT IS UNDERSTOOD THAT TH= E PRODUCT, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED = EVALUATION ONLY. YOU ACKNOWLEDGE AND AGREE THAT THE PRODUCT, ANY SOFTWARE O= R SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT AN= Y WARRANTIES OF ANY KIND AND CHAOS AND ITS AFFILIATES DISCLAIM TO THE MAXIM= UM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR COND= ITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, US= AGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF = MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEM= ENT. CHAOS AND ITS AFFILIATES DO NOT WARRANT THAT THE PRODUCT WILL MEET YOU= RS EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNIN= TERRUPTED, 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 WARRAN= TIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RE= STRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
14. LIMITATIONS OF LIABILITY
IN NO EVENT WILL CHAOS OR ANY ITS AFFILIATE OR ITS LICENSORS BE LIABLE (= DIRECTLY OR INDIRECTLY) TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAG= ES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, S= PECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS = INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF CHAOS OR = ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAM= AGES, CLAIMS, OR COSTS. YOU ACKNOWLEDGE AND AGREE THAT IN ANY EVENT THE AGG= REGATE LIABILITY OF CHAOS AND ITS AFFILIATES AND ITS LICENSORS ARISING OUT = OF OR IN CONNECTION TO THIS AGREEMENT AND ANY PRODUCT WILL BE LIMITED, EXCE= PT FOR REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, TO THE AMOUNT= PAID, IF ANY, BY YOU FOR SUCH PRODUCT, EVEN IF THAT AMOUNT MAY BE SUBSTANT= IALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. This Agreement will be govern= ed by and construed in accordance with the laws of (a) Germany if You acqui= red the Subscription for a Product in a country outside the United States o= f America; or (b) the State of New York, USA, (and, to the extent controlli= ng, the federal laws of the United States) if Your Territory is the USA. Th= e laws of such jurisdictions shall govern without reference to the conflict= s-of-laws rules thereof. The UN Convention on Contracts for the Internation= al Sale of Goods and the Uniform Computer Information Transaction Act shall= not apply to (and are excluded from the laws governing) this Agreement. In= addition, each party agrees that any claim, action or dispute arising unde= r or relating to this Agreement will be brought exclusively in (and the par= ties will be subject to the exclusive jurisdiction of): (i) the courts of g= eneral jurisdiction of New York, New York, USA, in the case of subsection (= b) above, or (ii) in the case of subsection (a) above any such claim or dis= pute will be brought exclusively in (and the parties will be subject to the= exclusive jurisdiction of) the district court of Karlsruhe, Germany (Landg= ericht Karlsruhe). Chaos may also choose the competent court at Your (i) re= sidence, (ii) place of business or (iii) registered office for any action a= rising hereunder. The right of either Party to claim injunctive relief befo= re the courts competent under the applicable laws remains unaffected. Nothi= ng in the foregoing will prevent Chaos or its Affiliates from bringing an a= ction for infringement of intellectual property rights in any country where= such infringement is alleged to occur. The prevailing party in any action = to enforce this Agreement will be entitled to fully recover its attorneys' = fees and costs in connection with such action.
15. SURVIVAL
Sections concerning USE RESTRICTIONS, CONFIDENTIALITY, OWNERSHIP, PRIVAC= Y, LIMITED WARRANTY, DISCLAIMER, LIMITATIONS OF LIABILITY, and OTHER PROVIS= IONS will survive the termination of this Agreement, howsoever caused, and = this will not imply or create any continued right for You to use the Produc= t or any part of the Product after termination of this Agreement.
16. TERM
This Agreement shall run for the agreed term. You can choose between a O= ne-Month Subscription, One-Year Subscription or Three-Year Subscription. Th= e term starts upon this Agreement's effective date and ends (i) in case of = the One-Month Subscription, with the end of the day before the day with the= same number as the effective date in the following month; if such day does= not exist in the following month, with the end of the last day of the foll= owing month, (ii) in case of the One-Year Subscription, with the end of the= day before the day with the same number of the same month in the following= year, and (iii) in case of the Three-Year Subscription, with the end of th= e day before the day with the same number of the same month in the third ye= ar following the effective date.
17. RENEWALS
After each applicable term, and subject to Chaos's right to a Price Chan= ge, this Agreement shall automatically renew for another Subscription term = equivalent in time to the initial Subscription term, unless terminated by a= party pursuant to this Section. In addition, additional or special terms g= overning renewals of certain License Types may be further specified in Exhi= bit A hereto.
18. TERMINATION. MODIFICATION
Right of Return: PROVIDED THAT THIS IS NOT IN CONFLICT WITH THE NATURE O= F THE PRODUCT OR OTHERWISE AVAILABLE FOR EXCLUSION FROM THE SCOPE OF MANDAT= ORY PRODUCT WITHDRAWALS AND RENEWALS BY THE APPLICABLE LAW, YOU MAY, WITHIN= FOURTEEN (14) DAYS FROM THE EFFECTIVE DATE OF A SUBSCRIPTION, RETURN THE P= RODUCT TO CHAOS OR ITS AUTHORIZED RESELLER FROM WHICH THE PRODUCT WAS ACQUI= RED, FOR A REFUND NOT EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY. Term= ination for Cause: Either party may terminate this Agreement for cause if t= he other party (a) fails to cure any material breach of the terms of this A= greement within thirty (30) days after written notice; (b) ceases operation= without a successor; or (c) seeks protection under any bankruptcy, receive= rship, trust deed, creditors' arrangement, composition or comparable procee= ding, or if any such proceeding is instituted against that party (and not d= ismissed within sixty (60) days thereafter). Termination for Convenience: I= f You agreed upon the One-Month Subscription, each party shall be entitled = to terminate this Agreement with respect to any renewal with two weeks' not= ice prior to the end of the term of the applicable One-Month Subscription. = If You agreed upon the One-Year Subscription or Three-Year Subscription, ea= ch party shall be entitled to terminate this Agreement on an one-month noti= ce prior to the end of the respective term of the applicable One-Year Subsc= ription or Three-Year Subscription. Consequences of Termination: Upon any e= xpiration or termination of this Agreement, You must cease using all licens= ed Products and delete (or at our request, return) all Confidential Informa= tion or other materials of ours in your possession, including on any third-= party systems operated on Your behalf. You will certify such deletion upon = our request. You may not have access to Your Data not saved on Your own sto= rage media (and we may delete all of Your Data unless legally prohibited) a= fter expiration or termination of this Agreement (or its applicable Subscri= ption term), so You should make sure to export Your Data using the function= ality of the Products during the applicable Subscription term. If we termin= ate this Agreement based on a Termination for Cause, you will pay any unpai= d fees covering the remainder of the then-current Subscription term after t= he effective date of termination. In no event will termination relieve You = of your obligation to pay any fees payable to us for the period prior to th= e effective date of termination. Except where an exclusive remedy may be sp= ecified in this Agreement, the exercise by either party of any remedy, incl= uding termination, will be without prejudice to any other remedies it may h= ave under this Agreement, by law or otherwise. Suspension: Chaos may also t= erminate any right granted to You under this Agreement and/or suspend, modi= fy, or delete Your account if it has another valid reason to do so (for exa= mple, You are repeatedly or seriously breaking any limitations imposed by l= aw or contract; ceasing a Product for economic reasons due to a limited num= ber of Users, etc.) or without reason by giving You a reasonable prior noti= ce. If Chaos terminates any right granted to You under this Agreement and/o= r suspends or deletes Your account, this means that Your access to and righ= t to Use a Product will be temporarily or permanently revoked.
19. MODIFICATIONS
Product Modifications: Chaos retain all the rights to make and have impl= emented, from time to time, any changes, improvements and corrections, it d= eems necessary upon its own discretion, to the Product hereunder, as long a= s such change, improvement or correction does not affect the Products main = function. Agreement Modifications: From time to time, Chaos may modify, add= to, supplement or delete terms of this Agreement, for instance if there is= a change to its Products and Services, to improve safety or in case of cha= nge in applicable laws. If Chaos substantially changes the terms of this Ag= reement, Chaos will notify You in advance before the new terms of this Agre= ement come into effect and You will be asked to accept those changes to con= tinue to Use the Products or Services, provided that the acceptance will be= deemed given if You continue Using the Product. The applicable version of = the Agreement will be at all times available on https://enscape3d.com/eula/= or any other successor site designated by Chaos, and You accept to check o= n a regular basis (at least every two weeks) whether the terms of the Agree= ment have been updated, as well as each time You Use a Product. Together wi= th the notice, we will specify the effective date of the modifications. Unl= ess otherwise indicated with the modifications, any and all such modificati= ons will take effect at the next renewal of Your Subscription term and will= automatically apply as of the renewal date, unless You elect not to renew.= Changes to the terms of this Agreement will not substantially change the c= ontractual balance between You and Chaos, and will not have retroactive eff= ect. Notwithstanding the foregoing, in some cases (e.g., to address complia= nce with laws, or as necessary for new features) there may be modifications= which will mandatorily become effective during your then-current Subscript= ion term. If the effective date of such modifications is during Your then-c= urrent Subscription term, and such modification materially adversely affect= s Your Use of the affected Product, then (as Your exclusive remedy) You may= terminate Your affected Subscription upon notice to Us, and We will refund= You prorated any fees you have pre-paid for Use of the affected Products o= r Services for the terminated portion of the applicable Subscription term. = To exercise this right, You must provide Us with notice of Your objection a= nd termination within thirty (30) days of Us providing notice of the modifi= cations.
20. GENERAL PROVISIONS:
21. NOTICES
Any notice under this Agreement must be given in writing. We may provide= notice to you through Your account email address, Your account or in-produ= ct notifications, by publishing a notice to all Users to a Product web port= al, or elsewhere as may be agreed hereby. You agree that any electronic com= munication will satisfy any applicable legal communication requirements, in= cluding that such communications be in writing. Any notice to You will be d= eemed given upon the first business day after we send it. You will provide = notice to us by post to contracts@chaos.com, Attn: General Counsel. Your no= tices to us will be deemed given upon receipt.
22. FORCE MAJEURE
Chaos will not be liable for any loss, damage or penalty resulting from = delays or failures in performance resulting from, and shall not be responsi= ble for any cessation, interruption, or delay in the performance of its obl= igations hereunder due to, earthquake, flood, fire, storm, natural disaster= , act of God, war, terrorism, armed conflict, labor strike, lockout, boycot= t, availability of network and telecommunications services or other similar= events beyond its reasonable control.
23. CLASS ACTION WAIVER
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND CHAOS AGREE THA= T EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDU= AL CAPACITY, AND NOT AS A CLASS ACTION, COLLECTIVE ACTION OR CLASS ARBITRAT= ION, OR AS A PRIVATE ATTORNEY GENERAL. To the extent applicable law does no= t permit waiver of private attorney general claims, but permits them to be = arbitrated, then such claims shall be resolved by way of arbitration before= an arbitration court nominated upon mutual consent. The arbitrator(s) shal= l be empowered to grant whatever relief would be available in a court under= law or in equity.
24. COMPLIANCE WITH LAWS
You shall comply with all applicable laws in connection with Your activi= ties arising from this Agreement. You further agree that you will not engag= e in any illegal activity and you acknowledge that Chaos reserves the right= to notify You or appropriate law enforcement in the event of such illegal = activity.
25. ASSIGNMENT
You may not assign or transfer this Agreement without our prior written = consent. Any attempt by You to transfer or assign Agreement except as expre= ssly authorized above will be null and void. We may assign our rights and o= bligations under this Agreement (in whole or in part) without your consent.= We may also permit our Affiliates, agents and contractors to exercise our = rights or perform our obligations under this Agreement, in which case we wi= ll remain responsible for their compliance with this Agreement. Subject to = the foregoing, this Agreement will inure to the parties' permitted successo= rs and assigns.
26. EXPORT CONTROLS
You acknowledge and agree that the Product (including any data submitted= by You in connection with a Service and any Result generated by a Service)= may be subject to the export control and trade sanctions laws, rules and r= egulations of the United States and may be subject to the export control an= d trade sanctions laws, rules and regulations of other countries, including= but not limited to countries where You are located or operate (hereinafter= jointly referred to as the "Export Controls"). Both parties shall comply w= ith the U.S. Export Administration Regulations, and any other applicable ex= port laws, restrictions, and regulations to ensure that the Product and any= technical data related thereto is not exported or re-exported directly or = indirectly in violation of or Used for any purposes prohibited by such laws= and regulations You further represent, warrant and covenant that neither Y= ou nor Your Affiliates or personnel (i) are a citizen or resident of, or lo= cated within, a nation or region that is subject to U.S. trade sanctions or= other significant trade restrictions (including, without limitation, the C= rimean peninsula, Cuba, Iran, Sudan, Syria and North Korea), (ii) are ident= ified on any applicable government restricted party lists (including, witho= ut limitation, the U.S. Treasury Department's Sectoral Sanctions List and L= ist of Specially Designated Nationals and Blocked Persons, the U.S. Departm= ent of Commerce's Denied Party List, Entity List and Unverified List and th= e U.S. Department of State's proliferation-related lists), (iii) will, unle= ss otherwise authorized under the Export Controls, Use Products (or Service= s) in connection with any restricted end use, including, without limitation= , design, analysis, simulation, estimation, testing, or other activities re= lated to nuclear activities, chemical/biological weapons, rocket systems or= unmanned air vehicles, or (iv) will Use the Product (or Services) to discl= ose, transfer, download, export, or re-export, directly or indirectly, any = of Your Results generated by the Product (or Services), Content, third part= y content, or any other content or material to any country, entity, or part= y that is ineligible to receive such items under the Export Controls or oth= er laws or regulations to which You may be subject to.
27. ENTIRE AGREEMENT
This Agreement consists of all the terms and conditions set forth hereby= , inclusive of the content of any Exhibits hereto, and any other terms refe= rred to herein, constitute the entire agreement between the parties (and me= rge and supersede any prior or contemporaneous agreements, discussions, com= munications, agreements, representations, warranties, advertising or unders= tandings) with respect to the subject matter hereof. The parties acknowledg= e that, in entering into this Agreement, they are not relying on any agreem= ents, discussions, communications, agreements, representations, warranties,= advertising or understandings other than as expressly set forth in this Ag= reement. The separate terms may be amended separately, and Chaos may amend = any of them, as well as modify, update, or put to an end the Use of, any Pr= oduct, from time to time, with or without notice depending on the type of c= hange, by conveying an advance notice to You by means of sending an email m= essage to You, publishing a notice on Websites or Product forum(s), amendin= g the Documentation, enabling a pop-up notice in the Product, or otherwise.= You agree to monitor on a regular basis the established lines of communica= tion in order to be aware of any updates regarding the Products and the Agr= eement. Not providing Your disagreement prior to the effective note of a ch= ange, in addition to Your continuing Use of the Product after the effective= date of a notice, shall be deemed an agreement to such a change. This Agre= ement shall apply to all Chaos's products, unless otherwise provided for in= the specific license terms and conditions under which an Offering is made = available for customer use, for example, this Agreement may not apply to ce= rtain freeware license type software, or software not designated under the = description of Product stipulated in the Agreement, which is licensed under= separate terms and conditions. Unless otherwise stipulated by Chaos , this= Agreement shall also apply to any Products:
a. updates and upgrades,
b. supplements, and
c. related Services (if any).
Maintenance and support services are governed by the end user support ag= reement, which, if any, will be specified by Chaos, and is hereby incorpora= ted by reference into this Agreement. By accepting this Agreement you also = accept, agree and guarantee that in case You provide to a third person the = legitimate possibility to Access or Use the Product or any part of it You s= hall procure the said third person's acceptance and agreement with the pres= ent Agreement otherwise such access or usage shall be deemed illegal.
28. WAIVER; MODIFICATION
The failure by either party to enforce any provision of this Agreement w= ill not constitute a waiver of future enforcement of that or any other prov= ision. Unless otherwise stipulated elsewhere in this Agreement, any waiver = or amendment of any provision of this Agreement will be effective only if i= n writing and signed by authorized representatives of both parties. If any = provision of this Agreement is held to be unenforceable or invalid, that pr= ovision will be enforced to the maximum extent possible and the other provi= sions will remain in full force and effect.
29. RECORDS
You shall retain records pertaining to Product Use. You grant to Chaos a= nd its independent advisors the right to examine such records no more than = once in any twelve-month period solely to verify compliance with this Agree= ment. In the event such audit reveals non-compliance with this Agreement, Y= ou shall promptly pay the appropriate license fees, plus reasonable audit c= osts, as determined by Chaos.
30. COUNTRY-SPECIFIC TERMS =E2=80=93 MEMBER STATES OF THE EUROPE= AN UNION
30.1. DEFINITIONS "Consumer" means a natural person from the European Un= ion, who is acting outside the scope of an economic activity (trade, busine= ss, craft, liberal profession).
30.2. LICENSE FEE If You are a Consumer, Chaos will not apply Price Chan= ge mechanisms to You.
30.3. SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY If You are a Cons= umer, Chaos will provide You with updates and/or upgrades necessary to main= tain the conformity of the Product and to inform You from time to time via = e-mail or via Your account. This also concerns security updates and/or upgr= ades.
30.4. LIMITED WARRANTY If You are a Consumer, instead of Section 12, abo= ve, only the following shall apply re Limited Warranty: If the Product and/= or Services by Chaos are defective, Chaos will act in accordance with the m= andatory statutory provisions for material defects and defects of title. Cl= aims for damages shall be excluded.
30.5. DISCLAIMER If You are a Consumer, the Disclaimer in Section 13, ab= ove, shall not apply.
30.6. LIMITATIONS OF LIABILITY If You are a Consumer, instead of Section= 14, above, only the following shall apply re Limitations of Liability: Cha= os or its Licensors are liable for intent and gross negligence in accordanc= e with the statutory provisions. In case of slight negligence, Chaos or its= Licensors shall only be liable in case of violation of an essential contra= ctual obligation ("Cardinal Obligation") as well as in case of damages resu= lting from injury to life, body or health. Chaos or its Licensors shall onl= y be liable for foreseeable damages, the occurrence of which must typically= be expected. Chaos or its Licensors shall be liable in accordance with the= German Product Liability Act in the event of product liability. Chaos or i= ts Licensors shall be liable for loss of data only up to the amount of typi= cal recovery costs which would have arisen had proper and regular data back= up measures been taken. Any more extensive liability of Chaos is excluded o= n the merits.
30.7. SURVIVAL If You are a Consumer, the following shall apply re chang= es, improvements and corrections: If the changes, improvements and correcti= ons go beyond necessary updates, e.g., upgrades, Chaos and its Affiliates s= hall only have such right, if (i) there is a valid reason for change, (ii) = You will not incur any additional costs as a result of the change and (iii)= Chaos informs You clearly and understandably about the change.
30.8. RENEWALS If You are a Consumer, the following shall apply re Renew= als: This Agreement shall automatically renew, regardless of the initial Su= bscription term, by further One-Month intervals, unless terminated by a par= ty pursuant to Section 17, above.
30.9. TERMINATION If You are a Consumer, you have the right to terminate= this Agreement in accordance with Section 312k of the German Civil Code ("= BGB"). The following cause for termination shall not apply: (c) seeks prote= ction under any bankruptcy, receivership, trust deed, creditors' arrangemen= t, composition or comparable proceeding, or if any such proceeding is insti= tuted against that party (and not dismissed within sixty (60) days thereaft= er).
30.10. CHANGES TO THE TERMS OF THIS AGREEMENT If You are a Consumer, the= following shall apply re changes of this Agreement: Chaos shall notify You= of the changes or amendments in text form no later than six weeks before t= hey take effect. If You agree with the changes or amendments, You shall acc= ept the changes no later than one week prior to the date on which the chang= es or amendments are intended to take effect. The acceptance must be in tex= t form.
30.11. RECORDS If You are a Consumer, the following shall apply re Audit= s: In the event that Chaos can present a legitimate interest and/or a reaso= nable initial suspicion of a copyright infringement, Chaos and/or its indep= endent advisors have the right to conduct an audit, but no more than once i= n any twelve-month period solely to verify compliance with this Agreement. = In the event such audit reveals non-compliance with this Agreement, You sha= ll promptly pay the appropriate license fees, plus reasonable audit costs, = as determined by Chaos.
30.12. WITHDRAWAL POLICY / RIGHT OF WITHDRAWAL Right of Withdrawal The R= ight of Withdrawal applies exclusively to Consumers from the European Union= . You have the right to withdraw from this Agreement within fourteen (14) d= ays without giving reasons. The withdrawal period is fourteen (14) days fro= m the date of conclusion of this Agreement. In order to exercise your right= of withdrawal, You must inform us [Name, Address, Tel., E-Mail] *f your de= cision to withdraw from this Agreement by sending us an explicit declaratio= n stating that You are withdrawing from this Agreement; either by post or b= y e-mail. You can use the attached withdrawal model form; however, it is no= t mandatory. It will suffice to send us your notification of withdrawal wit= hin the given withdrawal timeframe in order for the 14-day withdrawal timef= rame to be granted. Consequences of Withdrawal If You withdraw from this Ag= reement, we are obligated to refund all payments we have received from You,= including shipping costs immediately and within fourteen (14) days at most= , effective the day that we receive your withdrawal. The payment method whi= ch was used to make the transaction will also be used for the reimbursement= , unless we have explicitly agreed to something else. You will not be charg= ed any fees for the reimbursement. For Services that have commenced with yo= ur consent, before the withdrawal expiration date, You will have to pay Cha= os a proportional amount for the Services provided until your withdrawal. Y= ou can also find this Policy https://enscape3d.com/legal/Withdrawal-Policy.= pdf and download this Policy https://enscape3d.com/legal/Withdrawal-Policy.= pdf. You can download the Model Withdrawal Form https://enscape3d.com/legal= /Withdrawal-Policy.pdf. We may also send You a copy of the Policy and the M= odel Withdrawal Form as soon as the contract has been concluded.
30.13. CLASS ACTION WAIVER If You are a Consumer, Section 23, above, sha= ll not apply.
30.14. APPLICABLE LAW The Consumer's attention is further drawn to Art. = 6, Section 2, Sentence 2 of the Rome I Regulation.
30.15. INFORMATION REGARDING THE ONLINE DISPUTE RESOLUTION The European = Commission provides a platform for the out-of-court resolution of disputes = (ODR platform), which can be viewed under http://ec.europa.eu/odr. Chaos is= not willing to enter into dispute resolution proceedings before the consum= er arbitration board.
1. SPECIAL TERMS AND CONDITIONS FOR COMMERCIAL LICENSE<= /p>
1.1. The terms and conditions of this Agreement which are not clearly re= ferred to as applicable only to specific License Type(s) will apply to all = License Types, including but not limited to Commercial License Type.
2. SPECIAL TERMS AND CONDITIONS FOR TRIAL LICENSE
2.1. You may download a Trial License version for evaluation and, therea= fter, if You liked the Product, order license under the terms and condition= s stipulated above, i.e. You can try the Product before starting to pay a l= icense 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 Tri= al License. These additional and specific terms contained in this Section "= Trial License" will apply whenever You choose to Use the Product under Tria= l License.
2.2. The Product under Trial License can be either a fully-functional, t= ime-limited version, or a feature-limited version, or a combination of thes= e two types. Detailed description of the Trial License restrictions might b= e found hereunder, on a designated Website and/or on the Documentation, for= example Product user-guide, etc.
2.3. Subject to Your full and continuous compliance with this Agreement = and the restrictions stipulated anywhere in this Agreement, Chaos grants, a= nd You accept, a non-exclusive, non-sublicensable and non-transferable (exc= ept if the latter is permitted by applicable law) right and license for mer= e evaluation, non-Commercial Purposes only. You are authorized to install, = copy, and Use the Product for the sole purpose of testing its functionality= .
2.4. The product under this license type is provided free of charge only= until it is a trial license. Continuous Use of the product following expir= ation of the trial period, or any attempt to Use the Product following expi= ration of the trial period, are allowed only after payment in full of the a= ttributable license fees. The specifics of the trial license exclude any re= fund request(s) concerning any linked license or otherwise referred license= purchased for the purpose of Using it together with the Product, or Produc= ts which are immediately consumed by a single Use. Inter alia, if a trial l= icense is a time-limited, fully-functional version, allowing You to see and= test all the features, Your refund request will be declined if based on tr= ial license claims concerning absence of certain feature(s) or if any featu= re doesn't work as You expected it to work. All other refund cases, if any,= are regulated by Chaos warranty and limitation of liability policy.
2.5. You may not, in addition to any other restrictions contained elsewh= ere:
a. Use the Product without payment of the= attributable license fees after expiration of the Trial License.
b. benefit commercially from using the Pr= oduct in the authorized manner.
2.6. The Trial License may be limited with a term and will be effective = until terminated or You choose 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.
2.7. You may terminate the Agreement at any time by returning and/or des= troying the Product, related documentation and all copies thereof.
2.8. Chaos may terminate the Agreement at any time. The Agreement will t= erminate immediately without notice from Chaos if You fail to comply with a= ny provision of the Agreement.
2.9. Upon the termination of the Agreement for whatsoever reason, You wi= ll cease all Use of the Product and destroy all copies, full or partial, of= the Product.
2.10. Unless at the end of the Trial Period Chaos decides to extend the = Trial Period or You elect to be licensed the Product in return for applicab= le fee, You accept to immediately stop Using the Product and return and/or = destroy the Product, related Documentation and all copies thereof. If You r= etain the Product after the end of the Trial Period, Chaos will consider th= at You chose to be licensed the Product in return for an applicable fee, un= der the terms and conditions of the standard Agreement for this Product. Pa= yment of the applicable fees is due as from the day immediately following t= he end of the Trial Period, as instructed in details in the relevant invoic= e(s).
2.11. Sections (LIMITATIONS/RESTRICTIONS) (CONFIDENTIALITY AND NON-DISCL= OSURE) (OWNERSHIP), (PRIVACY), (LIMITED WARRANTY), (DISCLAIMER), (LIMITATIO= NS OF LIABILITY) (OTHER PROVISIONS) will survive the termination of this Ag= reement, 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 terminati= on of this Agreement.
3. SPECIAL TERMS AND CONDITIONS FOR BETA (OR PREVIEW) LICENSE
3.1. Whenever You are provided a Beta License Type for a Product, You ac= knowledge, 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.
3.2. Under this License Type You may not Use the Product or Licensee's W= orks for commercial purposes, unless a specific agreement with Chaos is rea= ched on that. The specific agreement may be replaced by a relevant statemen= t stipulated on the beta section of the Product "Commercial Purposes" means= , not limited to,: sell, charge, accept payment in any form or other compen= sation for the Use of the Product, if at all allowed to You under separate = special terms and conditions, Licensee's Works, or parts thereof, produced = with the Product.
3.3. You are provided a Beta License for a Product whenever You are usin= g offerings identified as "Beta", "Alpha", "Labs" or "Pre-Release" or made = available as "free" in other testing mode, or without requirement of paymen= t for any other of Chaos's product ("Free Products", in the meaning of prod= ucts provided without obligation for payment or any additional consideratio= n, other than receiving Feedback, or other valuable consideration which tan= gible value may not be easy to estimate), may be subject to additional term= s and conditions that appear in connection with Your Use of the free Produc= ts and are incorporated into these Terms by reference. For example, when Yo= u are offered Beta Products License Type:
a. You are entitled to participation base= d on Your commitment to participate and test the Product, where lack of suf= ficient participation is a good and sufficient cause for Chaos to remove Yo= u 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 eva= luate the technical and commercial viability of the Product; (b) to evaluat= e 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 inte= nded purpose; and (e) to create and provide to Chaos voluntary suggestions = and technical feedback regarding the Product, including suggestions regardi= ng viability and functionality of the Product. If You submit feedback or su= ggestions about the Product, Chaos may use Your feedback or suggestions wit= hout obligation to You
3.4. You may report to Chaos for any and all functional flaws, errors, a= nomalies, bugs and other problems directly or indirectly associated with th= e Product known to or discovered by you. You agree that the contents of suc= h reports to Chaos , provided either in written or oral form, and any other= materials, information, ideas, concepts, suggestions, improvements, know-h= ow and the like or, upon additional assignment by Chaos , certain media and= press release instruments ("Feedback"), provided by You (including correct= ions to problems in the Product and documentation) become property of Chaos= . You agree to assign, and hereby assign, all right, title, and interest wo= rldwide in the Feedback and the related intellectual property rights to Cha= os, and agree to assist Chaos, at Chaos's expense, in perfecting and enforc= ing such rights. Chaos may disclose or use Feedback for any and all busines= s purposes whatsoever without any obligation to you. Under no circumstances= will Chaos become liable for any payment to you for any Feedback that you = have provided, whether concerning the Product or otherwise, no matter how s= uch Feedback is used or exploited by Chaos . Regardless anything to the con= trary, Feedback means any suggestions, feedback, improvement requests or ot= her recommendations You or Your Users provide, relating to the Product. Cha= os will have (and You grant) a royalty-free, worldwide, irrevocable, perpet= ual license to use and incorporate any Feedback. Under no circumstances sha= ll Feedback be considered Confidential Information.
3.5. You acknowledge and agree that possession, installation, Use of the= Product or Feedback submission does not transfer to You any title to Chaos= 's intellectual property. Chaos and its licensors own and retain title to a= nd ownership of, and all other rights with respect to, the Product, the Col= lateral Products, the Confidential Information, Feedback and all copies the= reof, including, without limitation, any related copyrights, trademarks, tr= ade secrets, patents, and other intellectual property rights.
3.6. Product under Beta License is always provided as Confidential Infor= mation, regardless of whether this is clearly indicated or otherwise marked= with unambiguous restrictive legend, except in cases where Chaos has clear= ly addressed to the public that a specific Beta License Product is not conf= idential and particular information as regards this very Product may be div= ulged to the public or selected groups thereof.
4. SPECIAL TERMS AND CONDITIONS FOR NFR LICENSE
4.1. Whenever You are provided a NFR License Type for a Product, You ack= nowledge, understand, recognize and agree that it is a designation for the = Product that gives You right only for testing and demonstration purposes, w= ith the understanding that you will not resell the Product.
4.2. NFR ensures You complete, promotional copies of the Product, genera= lly not eligible for upgrades when they become available, and will not incl= ude technical support, whenever offered by Chaos , unless otherwise clearly= stated by Chaos in the relevant Product section.
4.3. Product marked with NFR legend are not licensed for resale, and so = no license for general Use is granted.
5. SPECIAL TERMS AND CONDITIONS FOR EDUCATIONAL/ ACADEMIC LICENS= E
5.1. Whenever You are provided an Educational, also referred to as Acade= mic, License Type for a Product, You acknowledge, understand, recognize and= agree that it is a License limited to Your educational purposes, and is on= ly available for licensees that are academic or educational institutions or= individuals that are students or educators.
5.2. 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 organiza= tion.
5.3. Student/ educator is a person who can confirm enrollment/ employmen= t at a degree-granting educational institution.
5.4. Chaos may decide not to charge a full license fee and this will be = clearly indicated in the relevant Product section.
6. SPECIAL TERMS AND CONDITIONS FOR RENDERFARM LICENSE<= /p>
6.1. Whenever You are provided a license for Use of the Product for comm= ercial renderfarm services, an additional agreement supplementing and amend= ing the present Agreement will be signed with You.
7. SPECIAL TERMS AND CONDITIONS FOR APPSDK FOR INTERNAL USAGE AN= D DEVELOPMENT
7.1. Whenever You are provided a V-Ray Application Software Development = Kit ("V-Ray Application SDK") license for Use of the Product, these additio= nal conditions and limitations apply to You =E2=80=93 the Licensee.
8. DEFINITIONS:
8.1.1 V-Ray Application SDK, hereinafter referred as the "SDK", consists= of: V-Ray Render Engine (major version, as may be further specified b= y Chaos ), which means Chaos's proprietary rendering software core in a bin= ary code format. V-Ray Application SDK API, which means programming i= nterface that allows You, directly or through Licensee's Works, to programm= atically access certain V-Ray Render Engine features and functions; V-= Ray Application SDK API Reference Guides, containing "Sample Code"; a= ny other accompanying software, plug-ins and any updates or upgrades to the= rendering software that You may install from time to time; * any associate= d files, documentation and materials, including but not limited to installa= tion files, Sample code, binary executable files, library files, configurat= ion files and documentation files.
8.1.2 For the purposes of this section "Licensee's Works" means software= , software applications, software modules, products, projects, services, so= lutions or other applications, You create through utilizing the SDK.
8.1.3 "Content" means Licensee's or a Third Party's text, pictures, data= , or other information which are: (i) submitted to, stored, retrieved *r pr= ocessed by the SDK operating with Licensee's Works, (ii) obtained, develope= d or produced by the Product operating with Licensee's Works, including but= not limited to rendered images. Content is neither part of the SDK, nor of= Licensee's Works.
8.1.4 "Sample Code" means sample code examples in source code format.
GRANT OF LICENSE
9. INTERNAL USAGE AND DEVELOPMENT:
Subject to and conditioned to Your continuous compliance with this Agree= ment and payment of the applicable fees for the Product, if any, Chaos gran= ts You non-exclusive, Internal Use, non-sublicensable, non-transferable (ex= cept if permitted by applicable law), revocable right and license to access= the SDK, or any part of it, for development, research and other internal p= urposes only, to:
a. Use the SDK or any part of it "AS IS";= and/or
b. create Licensee's Works; and/or
c. link to Licensee's Works and/or any ot= her software, software applications, products, projects, services, solution= s of Yours; and/or
d. make copies of the SDK only as necessa= ry to perform an activity permitted under this Agreement and You keep all c= opyright notices and other marks of ownership on each copy, or partial copy= , of the SDK. Any copies or partial copies of the SDK are for Your Internal= Use only and cannot be provided to any third parties. You agree to delete = all copies of the SDK when they are no longer required for the purpose they= were created for. You may not Use the SDK or Licensee's Works for commerci= al purposes, unless a specific agreement with Chaos is reached on that. "Co= mmercial Purposes" means, not limited to: sell, charge, accept payment in a= ny form or other compensation for the usage of the SDK, Licensee's Works or= any parts thereof produced with the SDK.
10. SDK REQUIREMENTS AND ADDITIONAL LIMITATIONS:
10.1.1 Required Licenses are:
a. V-Ray Application SDK license. One V-R= ay Application SDK license entitles You to one installation of the SDK on o= ne Computer. The term of the V-Ray Application SDK license is specified as = designated by Chaos . You may request renewal of the term, however Chaos ke= eps the right to refuse such renewal. In case the renewal is confirmed by C= haos, the term of the license is deemed automatically extended for an addit= ional period, as instructed by Chaos, under the terms and conditions of thi= s Agreement.
b. Universal Render Node license. One Uni= versal Render Node license entitles You to Use one running copy of V-Ray Re= nder Engine for rendering at any one time. The terms and conditions for Uni= versal Render Node license may be arranged in a separate agreement with Cha= os .
11. NUMBER OF LICENSES:
Your number of licenses is specified by Chaos, where usually one Product= license entitles You to one SDK license. Additional licenses can be acquir= ed from time to time under the terms and conditions of the relevant license= agreement governing the licenses acquisition. You acknowledge that Chaos i= s currently developing or may develop technologies and products in the futu= re that have or may have design and/or functionality similar to products th= at You may develop based on the V-Ray Application SDK license herein. Nothi= ng in this Agreement shall impair, limit or curtail Chaos' right to continu= e with its development, maintenance and/or distribution of Chaos's technolo= gy or products. You agree not to assert in any way any patent owned by You = arising out of or in connection with the SDK and/or the Product, or modific= ations made thereto, against Chaos, its subsidiaries or Affiliates, or thei= r customers, direct or indirect, agents and contractors for the manufacture= , use, import, licensing, offer for sale or sale of any Chaos's or its Affi= liates' products.
12. SPECIAL TERMS AND CONDITIONS FOR PLE (Personal Learning Edit= ion) LICENSE
12.1. If the Product You choose to be licensed for is a Personal Learnin= g Edition License Type (also referred to as the "PLE"), it will require sta= ndard Chaos Protection Mechanism.
12.2. PLE License Type may have certain time-limits, limited functionali= ty, territorial limitations, watermarks, stamps, scene visibility blurring,= or other possible limitations on the license grants, Use, productivity and= /or support provided (if any such, provided upon Chaos's discretion), as ma= y be described in greater detail in the Product documentation, user guide(s= ) or public announcement made by, or on behalf of, Chaos in appropriate man= ner, upon Chaos's discretion, subject to change from time to time. You may = Use it only for the purpose of personal or in-house, internal evaluation, s= kill-building, training and instruction, and for no other purpose whatsoeve= r. PLE may not be Used for commercial, professional or any possibly availab= le for-profit purposes including, but not limited to, providing training or= instruction to third parties, and rendering functionality might be, in who= le or in part, unavailable. Cluster rendering, renderfarm bureau compatibil= ity, and server installations are explicitly prohibited.
12.3. One account entitles You for a single PLE license at a time. Repet= itive grant of license might be available upon compliance with the terms an= d conditions hereof.
12.4. Chaos may, from time to time and at its sole discretion, vary any = terms and conditions applicable, or terminate this offering in whole or in = part, with or without prior notice to You.
12.5. Until further notice, PLE is available as a pilot project only, ma= y not be available in all regions across the world, and all the special ter= ms and conditions applicable to Beta Licenses, shall also apply to PLE.
Version: 20230501
_______END OF THE AGREEMENT_______
Effective date: 5 May 2022
1. Introduction
Enscape GmbH ("Enscape", "us", "we", or "our"), based at An der Raumfabrik 33b,= 76227 Karlsruhe, Germany, operates the Enscape website https://enscape3d.c= om/ ("Website") and provides Enscape's real-time rendering and virtual real= ity software ("Product") (collectively referred to as the = "Services"). The protection and security of your personal = data is important to Enscape. Personal data means data about a living indiv= idual who can be identified from that data (or from that and other informat= ion either in our possession or likely to come into our possession) ("Perso= nal Data"). This Privacy Policy ("Policy") tells you how we collect, use, s= hare and protect your Personal Data which is collected through our Services= . If you are one of our partners or resellers, this Policy also tells you h= ow we process the Personal Data of our contacts in your company. If you do = not agree with this Policy or any part thereof, you should not access or us= e any part of the Services. If you change your mind in the future, you must= stop using the Services and you may exercise your rights in relation to yo= ur Personal Data as set out in this Policy.
2. Personal Data Collection and Use
We obtain Personal Data about you from various sources as described belo= w. Personal Data You Provide to Us
3. How and Why we Use Your Personal Data
To the extent we collect Personal Data from you, as described in this Pr= ivacy Policy, we use such information for the purposes, and rely on the leg= al bases, listed below. Note, that in certain circumstances detailed below,= we will process Personal Data on more than one legal basis depending on th= e specific purpose for which we are using your Personal Data. In some insta= nces, as set out below, we have a legitimate business interest in processin= g your Personal Data. We only rely on legitimate interest as a legal basis = when such legitimate interests are not overridden by your interests or your= fundamental rights and freedoms and we ensure we comply with any request y= ou make to exercise your rights. Purpose Legal Basis To provide our Service= s, including to provide the Products and access resources such as webinars = and virtual events, and to operate, maintain and support our Services. Perf= ormance of contract; or our legitimate interests To create your account for= the Enscape Community Forum, and when you purchase a Product, and to secur= e and maintain it. Performance of contract; or our legitimate interests To = run the Enscape Community Forum, including allowing you to post and share o= n it, send messages to other individuals, and to provide content moderation= . Performance of contract; our legitimate interests; or to comply with our = legal obligations To communicate with you, including to notify you about ch= anges to the Services and this Policy, contact you for administrative purpo= ses, to provide services and information that you request, and to contact y= ou regarding issues concerning your use of our Services. If you are a resel= ler or partner, we will communicate with you to manage our relationship. Pe= rformance of contract; or our legitimate interests Subject to any consent r= equirements, to send marketing materials by email and phone, send alerts ab= out latest developments, newsletters and blog updates. You will always be p= rovided with an opportunity to opt-out of receiving such communications. Co= nsent; or our legitimate interests To provide support including to help us = fix any technical issue, including where we respond to your questions or re= spond to your request for support, maintenance, troubleshooting, or other p= erformance issues. Performance of contract; or our legitimate interests For= administrative and legal purposes, such as for compliance purposes, includ= ing enforcing our Terms of Service or enforcing or defending other legal ri= ghts, for tax reporting purposes, or as may be required by applicable laws = and regulations or requested by any judicial process or governmental agency= , and to comply with our legal obligations and internal policies as permitt= ed by law, and to help keep our Services safe and fair. To comply with our = legal obligations; or our legitimate interests For analytics and product de= velopment, including by analysing and evaluating your usage of the Services= and/or by asking you to participate in market research and surveys, so tha= t we can continue to develop, test and improve our Services to offer new an= d/or enhanced functionality and features. Our legitimate interests To creat= e aggregated or anonymised information, in a form that does not allow indiv= iduals to be identified, and using the resulting information for statistica= l purposes, including to better understand our customer base. Our legitimat= e interests For personalisation, to customise our Services. Our legitimate = interests To advertise our Services, and to measure the effectiveness and d= istribution of our advertising campaigns. Our legitimate interests If you a= pply for a job with us, to assess your suitability for the role, to prepare= a contract of employment and for onboarding purposes To take steps prior t= o entering into a contract; our legitimate interests If where we are proces= sing your Personal Data to perform our contract with you you do not provide= the Personal Data, we may not be able to conclude or fulfill our contract = with you.
4. How we Share your Personal Data
4.1. In some circumstances we will disclose Personal Data about you:
5. Exercising Your Rights
You have the following rights in relation to your Personal Data, as prov= ided under applicable law, and subject to any limitations in such law:
You may opt out of marketing-related emails by following the opt-out or = unsubscribe instructions at the bottom of the email or by contacting us at = info@enscape3d.com. You may continue to receive service-related and other n= on-marketing emails. Where you have been asked to consent to the processing= of your Personal Data, you can withdraw consent, including by contacting u= s using our contacts details below. Any withdrawal of consent will not affe= ct the lawfulness of the processing based on your consent before the withdr= awal. Please also note that where you withdraw consent, we will only stop p= rocessing your Personal Data that relates to the withdrawal of consent. To = exercise any of your rights in connection with your Personal Data, please c= ontact us using the contact information in the "Contact Us" section below. = Please note that we may ask you to verify your identity before responding t= o such requests. In addition, we may have valid legal reasons to refuse you= r request and will inform you if that is the case. Note that applicable law= s contain certain exceptions and limitations to each of these rights. You m= ay also lodge a complaint with a supervisory authority, including in your c= ountry of residence, place of work, or where you believe an incident took p= lace.
6. International Data Transfers
Your information, including Personal Data, may be accessed from and tran= sferred outside of your state, province, country or other governmental juri= sdiction where the data protection laws may differ from those of your juris= diction. If you are based in the United Kingdom, the EEA or Switzerland, th= is means that your Personal Data may be transferred outside of the United K= ingdom, the EEA and Switzerland, including to our affiliates and service pr= oviders in the United States Please note that these counties may not provid= e the same protections as the data protection laws in the United Kingdom an= d/or the EEA. If we transfer your Personal Data internationally, we will en= sure that relevant safeguards are in place to afford adequate protection fo= r your Personal Data and we will comply with applicable data protection law= s, in particular by relying on an EU Commission adequacy decision or on con= tractual protections for the transfer of your Personal Data. For more infor= mation about how we transfer Personal Data internationally, please contact = us as set out in the "Contact Us" section below.
7. Children's Privacy
Our Services are not directed to children, and we do not knowingly colle= ct Personal Data from anyone under the age of 18. If you are a parent or gu= ardian and you are aware that your Child has provided us with Personal Data= , please contact us as set out in the "Contact Us" section below. If we bec= ome aware that we have collected Personal Data from Children without verifi= cation of parental consent, we take steps to remove that information from o= ur servers.
8. Retention of Personal Data
We retain your Personal Data only for as long as is necessary to fulfil = the purposes for which it was collected and processed, in accordance with a= pplicable laws or until you withdraw your consent (where applicable). To de= termine the appropriate retention period for your personal data, we conside= r the amount, nature, and sensitivity of the personal data, the potential r= isk of harm from unauthorised use or disclosure of your Personal Data, the = purposes for which we use your Personal Data and whether we can achieve tho= se purposes through other means, and the applicable legal requirements.
9. Security of Personal Data
We have implemented administrative, technical and physical safeguards to= protect the confidentiality, integrity and availability of your Personal D= ata. The safety and security of your information also depends on you. Where= we have given you (or where you have chosen) a password for access to cert= ain parts of our Website, you are responsible for keeping this password con= fidential. We ask you not to share your password with anyone. If you think = your account has been compromised, please contact us as soon as possible, u= sing the contact details in the "Contact Us" section below. The transmissio= n of information via the internet is not completely secure. Although we do = our best to protect your Personal Data, we cannot guarantee the security of= your Personal Data transmitted to our Website. Any transmission of Persona= l Data is at your own risk.
10. Do Not Track
Some internet browsers may be configured to send "Do Not Track" signals = to the online services that you visit. We currently do not respond to "Do N= ot Track" or similar signals. To find out more about "Do Not Track," please= visit http://www.allaboutdnt.com.
11. Links to Other Sites
The Website may contain links to other sites that are not operated by us= . If you click a third party link, you will be directed to that third party= 's site. We strongly advise you to review the privacy policy of every site = you visit. We have no control over and assume no responsibility for the con= tent, privacy policies or practices of any third party sites or services.= p>
12. Changes and Updates to this Policy
We may update our Policy from time to time. We will notify you of any ch= anges by posting the new Policy on this page. If we make material changes, = we will let you know via email and/or a prominent notice on our Service, pr= ior to the change becoming effective and update the "effective date" at the= top of this Privacy Policy. You are advised to review this Policy periodic= ally for any changes. Changes to this Privacy Policy are effective when the= y are posted on this page.
13. Complaints
If you wish to lodge a complaint about how we process your Personal Data= , please contact us at datenschutzanfragen@xdsb.de. We will endeavor to res= pond to your complaint as soon as possible. You may also lodge a claim with= the data protection supervisory authority in the EU country in which you l= ive or work, or in the UK, or where you believe we have infringed data prot= ection laws.
14. Contact Us
Enscape is the entity responsible for the processing of your Personal Da= ta, and for the purpose of the European Union's General Data Protection Reg= ulation and the UK equivalent of the same, is the data controller in respec= t of the processing of your Personal Data. If you have any questions or com= ments about this Policy, our privacy practices, or if you would like to exe= rcise your rights with respect to your Personal Data, please contact us at = info@enscape3d.com, +49 721/132 060-60, or An der Raumfabrik 33b, 76227 Kar= lsruhe, Germany. Alternatively, please contact our data protection officer = at datenschutzanfragen@xdsb.de.
If you are based in the UK, you may also contact our UK data protection = representative at chaos@datarep.uk
Effective Date: 05 may 2022
This Cookie Policy tells you about how Enscape GmbH ("Enscape"= strong>, "us", "we", or "our"), based at An der Raumfabrik 33b, 76227 Karlsruhe, Germany, uses cook= ies and similar technologies on our website and related services (together,= the "Services"). This Cookie Policy should be read in conjunction with our= Privacy Policy https://enscape3d.com/privacy/. If you have any questions o= r concerns about the Cookie Policy or its implementation please contact us = at info@enscape3d.com or datenschutzanfragen@xdsb.de or as otherwise descri= bed in our Privacy Policy.
What are Cookies?
Cookies are very small text files used by Internet sites, which your bro= wser stores on your computer and that can send specific information to us o= r, if necessary or with your consent, a third party. Our Services, and our = partners if you agree to it, use cookies, beacons, invisible tags, unique I= Ds and similar technologies (collectively "Cookies") to collect information= about your browsing activities, and to distinguish you from other users of= our Services. This will improve your experience when you browse our Servic= es, allow us to show you content that might be of interest to you, and allo= w us to enhance the functionality of our Services, increase security, and m= easure use and effectiveness of our Services. This Cookie Policy also gover= ns other types of tracking technologies used through our Services, namely:<= /p>
How We Use Cookies
The Services use two types of cookies: session and persistent cookies. S= ession cookies store a so-called session cookieID, with which various reque= sts from your browser can be assigned to the common session. This will allo= w your computer to be recognized when you return to our website. The sessio= n cookies are automatically deleted when you log out or close the browser. = Persistent cookies are automatically deleted after a specified period, whic= h may differ depending on the cookie. Unlike session cookies, these are not= deleted automatically when you close your browser. You can delete cookies = in the security settings of your browser at any time. Enscape uses the foll= owing categories of cookies:
Cookie List
A cookie is a small piece of data (text file) that a website =E2=80=93 w= hen visited by a user =E2=80=93 asks your browser to store on your device i= n order to remember information about you, such as your language preference= or login information. Those cookies are set by us and called first-party c= ookies. We also use third-party cookies =E2=80=93 which are cookies from a = domain different than the domain of the website you are visiting =E2=80=93 = for our advertising and marketing efforts. More specifically, we use cookie= s and other tracking technologies for the following purposes:
Essential cookies
We use cookies that are essential in order to enable you to access our S= ervices and use their features. These cookies allow us to provide services = such as secure user login and other critical features.
List of cookies:
Performance Cookies
We work with third parties who use cookies to collect data that helps us= understand how people are using our website. We use this information to id= entify improvements we can make to the user experience.
List of cookies:
Social Media & Ads Cookies
We work with third parties who use cookies to collect information about = the pages, links, and other sites that you visit from the website. These co= okies are used to deliver advertisements that are more relevant to you and = your interests, when you are on other sites across the internet. The inform= ation collected by these cookies will be used to track visits and actions o= n our Services, as well as to deliver reporting and analytics to us and our= partners.
List of cookies:
Functional Cookies
These cookies are used to recognise you when you return to our Services.= This enables us to personalise our content for you, greet you by name and = remember your account preferences.
List of cookies:
Targeting Cookies
These cookies may be set through our site by our advertising partners. T= hey may be used by those companies to build a profile of your interests and= show you relevant adverts on other sites. They do not store directly perso= nal information, but are based on uniquely identifying your browser and int= ernet device. If you do not allow these cookies, you will experience less t= argeted advertising.
List of cookies:
Data collected through essential Cookies are processed within the scope = of our legitimate interest in providing and operating the Services. Other C= ookies are set only if you give your prior consent via our Cookies Settings= . You can find out more about the different categories of Cookies used on t= he Services and their duration via our Cookies Settings. You can learn abou= t your options for managing the data collection settings of these technolog= ies under the "How do I limit online tracking?" section below. We have set = out below a description of certain Cookies most commonly used in our Servic= es:
Social Media Plugins
We use the following social media plugins: Facebook, Instagram, LinkedIn= , Twitter , and YouTube. Only by clicking on the button will the content of= the plugin be transmitted to the respective operator of the social media p= latform. We have no control over the collected data and data processing ope= rations of the respective operator of the social media platform, nor are we= aware of the full scope of data collection, purposes, and retention period= s of the respective operator of the social media platform. Typically the tr= ansmitted data includes the URL of the page visited and the IP address and/= or another platform-dependent identifier you have used. If you are also log= ged in on the respective social media platform, the respective operator can= assign the visit to your user account. The plugins allow us to interact wi= th social networks and other users so that we can improve our offerings and= make them more interesting to you as a user. The purpose and scope of data= collection by the respective operator of the social media platform and the= further processing and use of such data by the operator, as well as your r= elated rights and settings options to protect your privacy, can be found in= the privacy policy of the respective operator of the social media platform= :
Google Analytics This website uses Google Analytics, a = web analytics service provided by Google Ireland Limited, Gordon House, Bar= row Street, Dublin 4, Ireland ("Google"), to collect data that helps us und= erstand how people are using our Services. On our behalf, Google will use t= his information to evaluate your use of the website, to compile reports on = website activity, and to gather more information about website and Internet= service activity to provide related services to us. The IP address provide= d by Google Analytics as part of Google Analytics will not be merged with o= ther Google data. You can prevent the storage of cookies by adjusting the c= orresponding setting of your browser software; however, please note that, i= f you do this you may not be able to use all the features of this website t= o the fullest possible extent. In addition, you may prevent Google from col= lecting the data generated by the cookie and related to your use of the web= site (including your IP address) and from processing this data by downloadi= ng and installing the browser plugin available via https://tools.google.com= /dlpage/gaoptout?hl=3Den or http://tools.google.com/dlpage/gaoptout?hl=3Dde= or alternatively revoke your consent by clicking on the opt-out cookie but= ton in the website version of our Privacy Policy, available at https://ensc= ape3d.com/privacy/ or any other successor site.
This website uses Google Analytics with the extension "anonymizeIp (= )". As a result, IP addresses are shortened in order to exclude a direct pe= rsonal reference. More information about Google's data usage, settings and = opt-out options can be found on the Google website: https://support.google.= com/analytics/answer/6004245?hl=3Dde&reftopic=3D2919631
HubSpot Marketing Automation We use the services of Hub= Spot Inc., 25 First Street, 2nd Floor, Cambridge, Massachusetts 02141, USA,= in order to provide you with content tailored to your interests based on y= our use of our website. For more information about data processing by HubSp= ot , see https://legal.hubspot.com/product-privacy-policy.
Google reCAPTCHA We use the Google reCAPTCHA service (p= rovided by Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, I= reland) to prevent spam messages, especially from bots. When reCAPTCHA is u= sed, Google processes the data specified under "Logfiles" in particular. In= addition, a fingerprint is used for the duration of the session to prevent= spam, provided that you have given your consent through our cookie banner.= Google is responsible for the processing of data, i.e. we have no influenc= e on the type, scope, or purpose of the data processing performed by Google= . For more information on the purpose and scope of data collection and proc= essing by Google, see https://www.google.com/policies/privacy/.
Logfiles Each time you access our site, we collect the = following data about your computer: the IP address of your computer, the re= quest of your browser, and the time of this request. As part of this reques= t, our systems also record the status and amount of data transferred, along= with product and version information about your browser, and your computer= 's operating system. We also record which website referred you to our site.= The IP address of your computer is stored only for period over which you a= re using the website, after which it is deleted or anonymized. We use this = data to operate our website, in particular to detect and eliminate website = errors, to determine the utilization of the website, and to make adjustment= s or improvements to it (to the extent the information constitutes personal= data, the legal basis for processing it is our legitimate interest =E2=80= =93 Art. 6 Para. 1 (f) GDPR).
Embedded Content from Third Parties (YouTube, etc.) If = content from third-party providers such as Google Maps or YouTube is displa= yed on our website, your IP address and the content displayed under "Log fi= les" must be transmitted to the third-party provider in order to make this = content available and display it in your browser. This ensures that our web= site is appealing. The legal basis for such processing is our legitimate in= terest =E2=80=93 Art. 6 Para. 1 cl. 1 (f) GDPR. We do not have any influenc= e or control on data processing performed by third parties. If you are regi= stered with the third-party provider with a user account, the third-party p= rovider can assign your user behavior to your user account. The third-party= provider may save your data as a user profile and use it for the purposes = of advertising, market research and/or needs-based website design. If you w= ish to exercise your right to object to the creation of these user profiles= , you must address this to the relevant third-party provider. For more info= rmation on the purpose and scope of data collection and processing by the t= hird-party providers, please see their privacy policy. You will also find m= ore information on your rights and setting options to protect your privacy = there:
YouTube, Google Ireland Limited, Gordon House, Barrow Street, Dublin= 4, Ireland; https://policies.google.com/technologies/partner-sites.
How do I limit online tracking? You may revoke your con= sent at any time with future effect by changing your cookie settings via ou= r Cookie Banner . There are a number of additional ways to limit online tra= cking, which we have summarized below:
Note that the above opt-out mechanisms are specific to the device or bro= wser on which they are exercised. You will need to opt out on every browser= and device that you use.
_______END OF THE AGREEMENT_______
Effective date: 1 May 2023
THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU, EI= THER YOU PERSONALLY IF YOU WERE LICENSED THE LICENSE SERVER ("THE L= ICENSE SERVER"), AS DEFINED IN YOUR CHAOS LICENSE AND SERVICES AGR= EEMENT OR CONSUMER END USER LICENSE AGREEMENT, FOR YOURSELF, OR ANOTHER LEG= AL ENTITY WHICH HAS ACTED AND FOR WHICH YOU WARRANT THAT YOU HAVE THE CAPAC= ITY AND AUTHORITY TO BIND TO THIS AGREEMENT (REFERRED TO HEREIN AS = "CUSTOMER", "END USER", "LICENSEE", "YOU" or "YOUR"), AND (A) ENSCAPE, IN= C., a company organized under the laws of the USA, with office address at 8= 0 Pine Street, Floor 24, New York, NY 10005-1732, email: contracts@chaos.co= m, IF YOU ARE LOCATED IN THE UNITED STATES OF AMERICA; OR (B) ENSCAPE GmbH,= a company organized under the laws of Germany, with office address at An d= er Raumfabrik 33b, 76227 Karlsruhe, Germany, email: contracts@chaos.com, IF= YOU ARE LOCATED OUTSIDE THE UNITED STATES OF AMERICA IF YOU ARE= LOCATED OUTSIDE THE USA, PLEASE REVIEW THE TERMS INCLUDED IN THE COUNTRY-S= PECIFIC TERMS SECTION BELOW, IF ANY, WHICH APPLY TO YOUR USE OF OR ACCESS T= O THE LICENSE SERVER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS IN THE= COUNTRY-SPECIFIC TERMS SECTION AND THE REMAINDER OF THIS AGREEMENT, THE CO= UNTRY-SPECIFIC TERMS SECTION SHALL APPLY IF YOU ARE LOCATED OUTSIDE THE USA= . (REFERENCES IN THIS AGREEMENT TO "CHAOS", "WE,", "OUR" or "US" IN THIS AG= REEMENT REFERS, AS APPLICABLE, TO INSCAPE, INC., ENSCAPE GMBH AND/OR A RESP= ECTIVE CHAOS AFFILIATE THAT OWNS OR OPERATES THE LICENSE SERVER THAT YOU AR= E USING OR ACCESSING PURSUANT TO AN AUTHORIZED SUBSCRIPTION). ALL OTHER DEF= INITIONS HAVE THE MEANING ASSIGNED TO THEM IN YOUR CHAOS LICENSE AND SERVIC= ES AGREEMENT OR CONSUMER END USER LICENSE AGREEMENT. YOU MAY NOT ACCEPT THI= S AGREEMENT ON BEHALF OF ANOTHER ENTITY UNLESS YOU ARE AN EMPLOYEE OR OTHER= AGENT OF SUCH OTHER ENTITY WITH THE RIGHT, POWER AND AUTHORITY TO ACT ON B= EHALF OF SUCH OTHER ENTITY. CHAOS MAY AT ANY TIME ASSIGN THE AGREEMENT, AS = A WHOLE OR IN PART, TO ANY OF ITS AFFILIATES, WITH OR WITHOUT PRIOR NOTICE.= BY SELECTING THE "I ACCEPT" BUTTON OR OTHER BUTTON OR MEC= HANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN ELECTRONIC COPY= OF THIS AGREEMENT, OR BY ACCESSING, DOWNLOADING, INSTALLING, REGISTERING, = ACCESSING, EVALUATING OR OTHERWISE USING THE LICENSE SERVER, YOU ACKNOWLEDG= E AND AGREE THAT YOU ARE BOUND TO THIS AGREEMENT (INCLUDING THE TERMS IN TH= E COUNTRY-SPECIFIC TERMS SECTION, IF YOU ARE LOCATED OUTSIDE THE USA). IF Y= OU DO NOT AGREE TO ALL OF THE TERMS IN THE AGREEMENT, OR ANY OTHER APPLICAB= LE TERMS AND CONDITIONS REFERRED TO AS PART OF OUR RELATIONSHIPS AND/OR A C= ONDITION PRECEDENT FOR THEIR VALIDITY, YOU MUST NOT DOWNLOAD, AGREE TO THE = TERMS AND CONDITIONS, CLICK OR CHECK A RELEVANT BUTTON, OR PERFORM ANY SIMI= LAR ACT OF ACCEPTANCE, AND/OR DO NOT USE THE LICENSE SERVER.
THE LICENSE SERVER is used to prevent usage of unlicensed versions or co= pies of particular COMPANY's Software Product. For the purpose of this Agre= ement "Software Product" shall mean any software program o= ver which CHAOS has intellectual property rights. In order to work properly= , THE LICENSE SERVER requires: i) a Hardware Lock ("THE DONGLE"), provided = by CHAOS directly or via its authorized reseller; or ii) an internet connec= tion to Chaos' online licensing service; or iii) one or more software licen= se files ("THE LICENSE FILES"), provided by CHAOS. By inst= alling, 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 LICEN= SEE does not agree to any or all of the terms in THE AGREEMENT, THE LICENSE= E must not install, access, or otherwise copy or use THE LICENSE SERVER or = THE DONGLE (if applicable) and may, within fourteen (14) days from the date= of acquisition, return, for a refund (if applicable), THE LICENSE SERVER, = THE DONGLE and any accompanying documentation and materials to CHAOS or its= authorized reseller from which THE LICENSE SERVER and THE DONGLE were acqu= ired.
1. SCOPE
1.1. CHAOS licenses and THE LICENSEE accepts the following non-sublicens= able, non-exclusive, non-transferable (except if the latter is permitted by= applicable law) right and license:
a. 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;
b. to create a back-up copy of THE LICENS= E SERVER, if that is needed for the specific use that THE LICENSE SERVER ha= s been acquired for and LICENSEE keeps all copyright notices and other mark= s 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 pr= ovided to any third parties;
c. to benefit commercially from using THE= LICENSE SERVER in the authorized manner considering the restrictions in Ar= ticle 3.1. below.
1.2. CHAOS licenses to THE LICENSEE the rights referred to in Article 1.= 1 for 1 (one) copy of THE LICENSE SERVER.
1.3. A copy of THE LICENSE SERVER constitutes of all computer files prov= ided to THE LICENSEE by CHAOS (including but not limited to installation fi= les, binary executable files, library files, configuration files and docume= ntation files).
1.4. By this AGREEMENT no intellectual property rights of CHAOS, or othe= r rights not specified herein, respectively, are being transferred or licen= sed to THE LICENSEE.
2. RIGHTS AND OBLIGATIONS OF CHAOS
2.1. CHAOS shall have to furnish THE LICENSEE via electronic way with th= e copies of THE LICENSE SERVER whose rights for use, as defined in Article = 1.1., are being licensed by THE AGREEMENT.
2.2. CHAOS shall have to keep confidential any of THE LICENSEE's trade s= ecrets, as well as any other information or data CHAOS may become aware of = during or in relation with the execution of THE AGREEMENT, except where suc= h information or data is required by applicable law.
2.3. CHAOS shall keep the right to make any changes, improvements and co= rrections it deems necessary to THE LICENSE SERVER.
2.4. CHAOS shall not be responsible for any problems that may appear dur= ing or because of the use of THE LICENSE SERVER.
2.5. CHAOS shall not be liable in case THE LICENSEE is not able to use a= ny or all of THE LICENSE SERVER's features due to a force majeure (includin= g, but not limited to short-circuits, power outages, internet network malfu= nctions, 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
3.1. THE LICENSEE shall not:
a. 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;
b. replicate THE DONGLE, if any;
c. use THE LICENSE SERVER, THE DONGLE and= /or THE LICENSE FILES to develop new software which is substantially simila= r to the expression of THE LICENSE SERVER and/or THE LICENSE FILES;
d. 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 ensu= res 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 L= ICENSEE is responsible for compliance with the terms of this AGREEMENT by i= ts employee;
e. THE LICENSE SERVER, THE DONGLE and THE= LICENSE FILES cannot be used for commercial render-farm service that provi= de third parties with contracted/on demand rendering services. Render-farm = service providers will need a separate agreement with CHAOS;
f. make any translation, adaptation, arra= ngement and any other alteration of THE LICENSE SERVER and/or THE LICENSE F= ILES or make any reproduction, distribution, communication, display or perf= ormance to the public of the results of such acts;
g. adapt or reverse compile or reverse en= gineer the whole or any part of THE LICENSE SERVER;
h. adapt or reverse engineer or otherwise= tamper with THE DONGLE and/or THE LICENSE FILES;
i. remove or alter any copyright or other= proprietary notice from THE LICENSE SERVER and/or THE LICENSE FILES;
j. use THE LICENSE SERVER and/or THE LICE= NSE FILES in a manner that infringes any third party's copyrights or any ot= her rights;
k. participate in any illegal, deceptive,= misleading, unethical practices and activities which may be detrimental to= CHAOS.
3.2. THE LICENSEE shall notify CHAOS immediately if THE LICENSEE becomes= aware of any unauthorized use of the whole or any part of THE LICENSE SERV= ER, THE DONGLE, and/or THE LICENSE FILES by any third party. The notificati= on shall be made to: contracts@chaos.com.
3.3. THE LICENSEE shall be entitled only to the rights specified in Arti= cle 1.1 of this AGREEMENT.
3.4. THE LICENSEE shall be obligated to provide CHAOS with any informati= on needed for the accurate completion of the AGREEMENT's objective.
3.5. THE LICENSEE shall be obligated to keep confidential any of Chaos' = trade secrets, as well as any other information they may become aware of du= ring or in relation with the execution of this AGREEMENT, except where such= information is required by applicable law.
4. PROTECTION MECHANISMS
4.1. THE LICENSE SERVER may include one or more protection schemes to pr= event usage of unlicensed copies of the Software Products, as follows:
4.2. 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 dam= age, improper handling or any other improper use as specified by the manufa= cturer of THE DONGLE, CHAOS shall replace it after receiving the defective = one. All shipping costs and any other taxes are to be covered by the LICENS= EE.
4.3. If the defect has arisen from improper handling, physical damage or= any other way of improper use, CHAOS has no obligations to replace the def= ective DONGLE free of charge and the replacement must be paid according to = the prices set out by CHAOS or its authorized reseller.
4.4. If any defect has arisen later than 24 months of the date of purcha= se by THE LICENSEE, CHAOS has no obligations to replace the defective DONGL= E free of charge. In this case the replacement must be paid according to th= e prices set out by CHAOS or its authorized reseller.
4.5. THE DONGLE and/or THE LICENSE FILES may contain one or more license= s for different Software Products licensed by CHAOS to THE LICENSEE. The to= tal number of licenses to be put on THE DONGLE and/or THE LICENSE FILES mus= t not exceed the number of licenses for said Software Products acquired by = THE LICENSEE. If THE LICENSEE already has another DONGLE provided by CHAOS,= 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 FI= LES provided by CHAOS, THE LICENSEE is obliged to acquire separate LICENSE = FILES for each new license that THE LICENSEE acquires.
4.6. In case THE DONGLE is lost or stolen, THE LICENSEE is allowed to ac= quire any available form of Protection Mechanism according to the prices se= t out by CHAOS or its authorized reseller. THE LICENSEE will be charged add= itionally for the shipping costs and any other taxes. CHAOS keeps its right= to refuse to replace a DONGLE at its own discretion.
4.7. Under the provisions defined in Article 4, if a DONGLE needs to be = replaced, Chaos keeps its right to provide THE LICENSEE with a suitable rep= lacement which may differ from the original.
5. COLLATERAL PRODUCTS
5.1. THE LICENSE SERVER,THE DONGLE, and/or THE LICENSE FILES may be acco= mpanied, may contain or CHAOS may provide from time to time other own and/o= r third party's software, drivers, data, documents, materials, etc. (COLLAT= ERAL PRODUCTS). COLLATERAL PRODUCTS may include, be subject to or provided = in accordance with other terms in addition to or different from the terms s= et forth in this Agreement. Unless such terms are included or referenced CO= LLATERAL PRODUCTS are subject to this Agreement. In case such terms apply L= ICENSEE agrees to comply with them.
5.2. 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 a= cknowledges and agrees that CHAOS has no responsibility for, and makes no r= epresentations or warranties regarding, such third party's software, data, = documents or other materials or LICENSEE's use of such third party's softwa= re, data, documents or other materials.
6. DATA PRIVACY
6.1. LICENSEE acknowledges and agrees that LICENSEE may provide, and CHA= OS and its Partners may obtain, certain information and data with respect t= o LICENSEE (including, without limitation, personal data) and LICENSEE's bu= siness in connection with this Agreement, including but not limited to, inf= ormation and data provided to or obtained by Chaos and Partners, related to= ordering, registration, activation, updating, validating entitlement to, a= uditing, monitoring installation of and Access to Chaos products and/or man= aging the relationship with LICENSEE. LICENSEE hereby acknowledge that you = have read and been familiarized with Chaos' data privacy and data protectio= n policies, as such policies may be updated from time to time, located at h= ttps://enscape3d.com/privacy/ or any other successor site designated by Cha= os.
6.2. Please note that LICENSEE's personal information may be collected a= nd processed in order to detect, prevent, or otherwise address non-valid us= e such as through fraud and software piracy (e.g., to confirm that software= is genuine and properly licensed) and to protect LICENSEE, Chaos, and/or t= hird parties in furtherance of our legitimate interests. Using non-valid so= ftware is an act of copyright infringement, which may result in both civil = and criminal penalties. Further, this Agreement requires all customers to u= se the LICENSE SERVER and PROTECTION MECHANISM in compliance with all appli= cable laws and further prohibits any act of unauthorized use, access or rep= roduction. Chaos work with third party service providers to investigate the= sale and use of non-valid software and in case of suspicions of software p= rivacy Chaos may share personal data of suspected individuals to those thir= d parties provided all applicable legislative requirements are followed. Ch= aos reserves all rights to take actions against unauthorized resellers of i= ts products on popular marketplaces and e-commerce sites, as well as to inv= estigate anonymous reports of suspicious resellers and users of non-valid p= roducts and software.
7. DISCLAIMER OF WARRANTY
LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSE SERVER, THE LICENSE FI= LES, ANY OTHER SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON = AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND CHAOS DISCLAIMS TO TH= E MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, = OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUS= TOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANT= IES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-I= NFRINGEMENT. CHAOS DOES NOT WARRANT THAT THE LICENSE SERVER, THE LICENSE FI= LES, ANY OTHER SOFTWARE, WILL MEET LICENSEE'S EXPECTATIONS, THAT THEIR PERF= ORMANCE OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR= COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. NOTHING IN THE FORE= GOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED= BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL R= ESTRICTION.
8. LIMITATIONS OF LIABILITY
IN NO EVENT WILL CHAOS OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTL= Y) TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR C= OSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT= , CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LO= SS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF CHAOS HAS BEEN ADVISED OF= THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. LICENSEE ACKNOWLE= DGES AND AGREES THAT IN ANY EVENT THE ENTIRE AGGREGATE LIABILITY OF CHAOS A= ND 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 PURCHAS= E PRICE ORIGINALLY PAID BY THE LICENSEE FOR THE DONGLE, EVEN IF THAT AMOUNT= MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. CHAOS DOES NO= T SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW= .
9. DURATION AND TERMINATION
9.1. This AGREEMENT is effective until terminated.
9.2. THE LICENSEE may terminate this AGREEMENT at any time by notifying = CHAOS and, respectively, by destroying THE LICENSE SERVER, destroying or re= turning THE DONGLE to CHAOS, destroying THE LICENSE FILES, destroying relat= ed documentation and all copies thereof. Upon the termination of THE AGREEM= ENT, THE LICENSEE shall cease all use of THE LICENSE SERVER, use of Chaos' = online licensing service and destroy or return to Chaos all DONGLES, if any= ,
9.3. This AGREEMENT will terminate immediately without notice from CHAOS= if THE LICENSEE fails to comply with any provision of this AGREEMENT.
10. OTHER PROVISIONS
10.1. ALL OTHER TERMS AND CONDITIONS APPLICABLE TO THIS AGREEMENT WILL B= E THE TERMS AND CONDITIONS OF YOUR CHAOS LICENSE AND SERVICES AGREEMENT OR = CONSUMER END USER LICENSE AGREEMENT, PROVIDED THAT ACCORDING TO THE MEANING= THEY ARE NOT SPECIFICALLY DESIGNED TO THE PRODUCT LICENSED UNDER YOUR CHAO= S LICENSE AND SERVICES AGREEMENT OR CONSUMER END USER LICENSE AGREEMENT. IN= CASE OF CONFLICT, THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL PREVAIL = OVER THE TERMS AND CONDITIONS OF YOUR CHAOS LICENSE AND SERVICES AGREEMENT = OR CONSUMER END USER LICENSE AGREEMENT, TO THE EXTENT OF SUCH CONFLICT.
_______END OF THE AGREEMENT_______