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Chaos Software Ltd End User License Agreement

CHAOS SOFTWARE

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END USER LICENSE AGREEMENT

PLEASE READ CAREFULLY.

The Product is licensed to You under the condition that You accept any and all terms hereof

This End User License Agreement ("Agreement") is a legally binding agreement between Chaos Software LTD EOOD, EIK (Company Registration Number) 204662149, address: Mladost-1A, block 548 entrance B, 2nd floor, Sofia 1729, Bulgaria, ("Company"), acting on its own behalf or on behalf of an authorized by the Company reseller, and you (either you personally if you have acquired the Product, as defined below, for yourself, or another legal entity which has acquired the Product and for which you warrant that you have the capacity and authority to bind to this Agreement) ("You" or or "Licensee").

The Product shall be authorized by a compatible license server (an ancillary license administration software used by the rendering or simulation software described hereunder, to prevent usage of unlicensed versions or copies of such rendering or simulation software, hereinafter referred to as "License Server"). The terms and conditions for the License Server shall be arranged in a separate agreement attached for your convenience as an integral part hereto.

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If You do not agree to any or all of the terms in the Agreement and/or the terms and conditions for the License Server, or any other applicable terms and conditions referred to as part of our relationships and/or a condition precedent for their validity, You must not download, agree to the terms and conditions, click or check a relevant button, or perform any similar act of acceptance, and/or do not use the Product.

Definitions

"Computer" means means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine).

"Use" or "Using" means to access, download, execute, install, copy or otherwise benefit from using the functionality of the Product in accordance with this Agreement and/or the documentation.

"Effective Date" means the date on which You accept this clickwrap Agreement or otherwise access, download, execute or use the Product, whichever occurs first.

Content" may include 3D model files, geometry, texture maps, materials, renderings and other constituent files related to the content and its representation, and any modifications and/or compilations thereof, currently available on the Company portfolio, and/or accompanying documentation, and/or support files, designated and listed on https://cosmos.chaos.com/ or as maybe otherwise instructed by the Company, including updates (if any). Content may be available for paid or free Use, upon Company's discretion. Content may be available only to certain regions, target groups of customers, or specific software Products where the relevant restrictions or prerequisites will be designated by the Company in user guides, relevant Company website(s), or elsewhere.

"Effective Date" means the date on which You accept this clickwrap Agreement or otherwise access, download, execute or use the Product, whichever occurs first.

"Product", as referred herein consists of ("Product", as referred herein consists of (some, either of the following or all of them):

the particular (a) Lavina, any standalone software not specifically referred to elsewhere in other Company's terms and conditions, AND/OR b b) V-Ray rendering rendering AND/OR (c) Phoenix fluid simulation software You chose to get licensed for, as may be specified and designated in the Product section of the Company's web portal;
VRayScannedMtl and/or BRDFScanned plug-ins (hereinafter hereinafter "VRscans plug-in") (optional); a demo version (without GUI support and with watermarks prints on materials) may be included; a complete non-restricted version of VRscans plug-in is accessible with a separate license, as defined below and shall be acquired separately;
any other accompanying software, plug-ins and any updates or upgrades to the rendering or simulation software that Licensee may install from time to time;
any associated files, documentation and materials, including but not limited to, Content, installation files, binary executable files, library files, configuration files and documentation files.

The Product may consist of online services (using wired and wireless networks), software products and all combinations of alpha and beta release, freeware and/or paid versions of such products.

"Result" means Your own specific digital output based on Your own input materials and Content, generated as commissioned Licensee's Works from the use of a) specific software Products designed by the Company to process Content and Your own input materials as announced by the Company, and b) relevant Company's or third party rendering or otherwise processing service(s). Regardless anything on the contrary, users cannot produce physical embodiments of the Content.

"Trial License" means means a version of Product to be used only to review, demonstrate and evaluate the Product. The Trial License may either have limited features, and/or its free use might be limited in time.

"Trial Period" is is a limited period in which Licensee is entitled to use the Product free of charge. Subject to the terms and conditions hereof, except if otherwise provided elsewhere, Company grants to Licensee the license specified below to evaluate the Product only for a term of thirty (30) days from the date Licensee downloads the Product. Trial Period may either be found in this Agreement, on Company designated web site, in the Product user-guide, or in Company's specific instructions, in this order of prevalencein this Agreement, on Company designated web site, in the Product user-guide, or in Company's specific instructions, in this order of prevalence.

"Use" or "Using" means to access, download, execute, install, copy or otherwise benefit from using the functionality of the Product in accordance with this Agreement and/or the documentation. "Use", when specifically referring to Content, will mean a) browsing the Content by taking advantage of the tools provided by the Company, b) downloading Content, on a piece by piece basis, and c) importing it in a specially designated software 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 service(s), aiming to finally achieve a Result.

1. LICENSE TYPE

License Type will be clearly indicated in the relevant Product section and/or supporting documentation identifying the Product as one of the following types:

Advanced or or Commercial full full, regular version of the Product for which the license is granted under the general terms of this Agreement, in return for a License fee;
Academic or or Educational is is a License limited to Your educational purposes only. Please refer to Section 18 below for further details;
Trial is is a license to use the Product for the sole purpose to try it before starting to pay license fees. Trial versions of the Product available for Trial License usually contain all the functionality of the Advanced or Commercial regular version, but can only be used for a limited time. Upon Company's sole discretion the Trial License version might be with reduced functionality, not allowing you to utilize it fully, it might be marked with appropriate water mark, or otherwise subject to limitations. In case of Trial License Type, special terms and conditions apply (please refer to Section 15, Trial License below), which in case of conflict with the other terms and conditions stipulated hereunder, will prevail to the extent of such conflict;
BETA might might be available to the public or only a group(s) of users clients selected upon Company's discretion, for evaluation or beta copies for which Company does not charge a license fee, the requirement to pay license fees does not apply, and additional restrictions on your use of the Product may apply. Please refer to Section 16 below for further details. Beta license, or the beta software itself, will automatically expire once the beta process is complete;
NFR (Not for resale) is a designation for the Product that gives right only for testing with the understanding that you will not resell the Product. NFR ensures You complete, promotional copies of the Product, generally not eligible for upgrades when they become available, and may not include technical support, whenever offered by Company. Product marked with NFR legend is identical in function and packaging to the retail version of the same Product. They are not licensed for resale, and so no license for general use is granted. Please refer to the Section 17 below for further details;
Render Service Provider where where a license to the Product is granted to operators of render farms, i.e. high performance computer systems, e.g. computer clusters, built to render computer-generated imagery, under specific conditions stipulated in additional terms and conditions concluded between you and Company;
Any other type, as may be stipulated in the Special Terms and Conditions sections of this Agreement.

While you are licensed any License Type, other than regular Advanced or Commercial License, regardless anything to the contrary, under such License Type additional limitations on your use of the Product may apply. In case of time-limited License Type, You may request renewal of the Agreement; however the Company keeps the right to refuse such renewal. In case the renewal is confirmed by the Company, the Agreement is deemed automatically extended for the same period and under the same terms and conditions as agreed hereby.

NOTE: such such as the Agreement may be time-limited for a fixed period expiring automatically on a date specified, prohibition may be imposed to use the Product for commercial purposes, demonstration purposes, testing and evaluation of the Product and/or using the Product to design, create and test your own works ("Licensee's Works"), considering the general restrictions and limitations stipulated below.

NOTE: THIS THIS AGREEMENT SHALL APPLY TO ALL COMPANY'S SOFTWARE PRODUCTS, UNLESS OTHERWISE PROVIDED FOR IN THE SPECIFIC LICENSE TERMS AND CONDITIONS UNDER WHICH A COMPANY'S SOFTWARE PRODUCT IS MADE AVAILABLE FOR USE, FOR EXAMPLE, THIS AGREEMENT DOES NOT APPLY TO FREEWARE LICENSE TYPE SOFTWARE, OR SOFTWARE NOT DESIGNATED UNDER THE DESCRIPTION OF PRODUCT STIPULATED IN THE PREVIOUS SECTION, WHICH IS LICENSED UNDER SEPARATE TERMS AND CONDITIONSLICENSED UNDER SEPARATE TERMS AND CONDITIONS. This Agreement also apply to any Products’s:

updates,
supplements,
Internet-based services, and
support services (if any).

If there are any updates to the Product, the Company may provide the updated Product to You. However, certain new functions, or functions of the Product that have previously been provided to You, may not be available depending on Your update status.

2. GRANT OF LICENSE

2.1. Subject to Your full payment of the applicable license fees, if any, continuous compliance with this Agreement and the restrictions agreed between You and the Company, Company grants hereby, and You accept, a non-exclusive, non-sublicensable and non-transferable (except if the latter is permitted by applicable law) right and license:

to install the Product on as many of Your computers as You wish to, provided that You may not, as clearly stipulated hereunder in greater details, at the same time use the Product on more computers than the number of the available licenses authorized by the License Server;
to load the Product, to execute it, to use it, to transmit it to a distance, to keep it on a computer storage device;
to create a back-up copy of the Product, if that is needed for the specific use that the Software has been acquired for and You keep all copyright notices and other marks of ownership on each 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;
to benefit commercially from using the Product in the authorized manner considering the restrictions in contained hereunder or in another agreement by and between the parties hereto;
SCOPE: to to use the Product within the scope of the License Type, as defined below, and to use up to the number of concurrent licenses of the Product as have been licensed and paid for at any one time or for the Metered Access Service, as defined below, considering the respective applicable restrictions. The Product is in use for the duration that it keeps engaged a license from the license server;
TERRITORY: to to use the Product in the country or authorized territory where You acquire the Product from an authorized reseller, unless otherwise specified by the Company or by applicable law. In case You are an individual, You may use the Product on the territory where You currently reside or temporarily stay at. In case the Product is acquired from Your head office on behalf of Your branch, the Product may be used in the territory or region where the branch is located and always provided that You have acquired the license from a Company's authorized reseller. the Product may be transferred to another country only upon Company's prior written approval.
whenever you do not choose regular Advanced / Commercial license, but You wish to be granted another specific License Type generally made available by the Company, then (unless otherwise stipulated in the Product section and/or supporting documentation) to use the Product strictly for non-commercial purposes such as (not limited to) training and demonstration purposes, testing, trial and evaluation of the Product and/or use the Product to design, create and test Your own works ("Licensee's Works") considering the general and specific restrictions and limitations stipulated by the Company hereunder or elsewhere to that matter.
to use the Product as may be additionally restricted and limited by the License Type you choose, in this Agreement, the Product section and/or supporting documentation.

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2.2.1. For the Product (except VRscans plug-in):

Workstation license. One One Workstation license entitles You to use the graphical user interface (GUI) of the Product (except VRscans plug-in) only on one computer or another technical device, respectively, at any one time and You may use only one running copy of the Product (except VRscans plug-in) for local, distributed or network frame-by-frame rendering at any one time. The rendering can be performed either on the same machine where the GUI license is used, or on another machine in the network.
Application SDK End User license. If If the Application Software Development Kit (also referred to as the "Application SDK" or "SDK") is included in the installation of Your Product, one Application SDK End User license may be included which entitles You to use the Product and/or Application SDK (except VRscans plug-in) only on one computer or another technical device, respectively, at any one time and You may use only one running copy of the Product and/or Application SDK (except VRscans plug-in) for local, distributed or network frame-by-frame rendering at any one time. The rendering can be performed either on the same machine where the Application SDK End User license is used, or on another machine in the network. Please refer to Section 20 below for further details.
Universal Render node. One One Universal Render node license entitles You to use one running copy of the Product (except VRscans plug-in) for local, distributed or network frame-by-frame rendering at any one time or by way of Metered Access Service, as defined below.

2.2.2. For VRscans plug-in:

VRscans GUI license. One One VRscans GUI license entitles You to use the graphical user interface (GUI) of VRscans plug-in only on one computer or another technical device, respectively, at any one time and Licensee may use only one running copy of VRscans plug-in for local, distributed or network frame-by-frame rendering at any one time. The rendering can be performed either on the same machine where the GUI license is used, or on another machine in the network.
VRscans Render node. One One VRscans Render node license entitles You to use one running copy of the VRscans plug-in for local, distributed or network frame-by-frame rendering at any one time.

2.2.3. For Phoenix Products:

GUI license. One One GUI license entitles LICENSEE to use the graphical user interface (GUI) of the Product only on one computer or another technical device, respectively, at any one time.
Simulation license. One One simulation license entitles LICENSEE to use one running copy of the Product for local or network fluid simulation at any one time.

2.2.4. Except for the cases of Metered Access Service as defined below, the term of each of the licenses, acquired under the Agreement, is indicated in the expiration section on the License Server status web page, and/or hereunder.

3. LIMITATIONS/RESTRICTIONS

3.1. You may NOT:

make copies or otherwise reproduce the Product, except for installing it on Licensee's computers and for back-up copies as specified above;
use the Product to develop a new software product with the same or similar main function;
redistribute or give the Product, either in part or in whole, as originally provided or modified, away in any way (lease, rent, loan, charge, donate, exchange, share or other) to any third parties. You are not allowed to sell (except if permitted by applicable law), transfer, assign or grant access to the Product to any third party and You ensure that Product (accessed either locally or remotely) is used only by You personally, in case You are an individual, or by Your employees, on Your behalf, in case You are a legal entity, and You are responsible for compliance with the terms of this Agreement by its employees. You shall notify Company in a timely manner if You becomes aware of any unauthorized use of the whole or any part of the Product by any third party. The notification shall be made to: contacts@chaosgroup.com;
use the Product for commercial rendering services that provide third parties with contracted/on demand rendering or simulation services, unless you acquired a render-farm license;
create any derivative works, or make any translation, adaptation, arrangement and any other alteration of the Product or make any reproduction, distribution, communication, display or performance to the public of the results of such acts;
adapt or reverse compile or reverse engineer or otherwise tamper the whole or any part of the Product;
remove or alter any copyright or other proprietary notice from the Product;
use any of the Product's components, files, modules, audio-visual content, or related licensed materials separately from the Product;
use the Product in a manner that infringes any third party's copyrights or any other rights;
participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to Company or the Productto Company or the Product, including but not limited to, using the Content to create a Result of pornographic nature. The Company is not liable for any illegal act such as defamation of a third party, distribution or transmission of obscene material and other information contrary to public order and decency, etc., and the result of any breach of this Agreement. You are solely responsible for such actions. You are responsible for using only legal content, including but not limited to, Digital Rights Management (DRM)-protected or DRM-free content on the allowed number of compatible devices that You own or control, within the restrictions provided hereby for the Product. Video and audio Content may require an HDCP connection;
use a number of concurrent users of the Product that exceed the number of licenses acquired. Additional licenses can be added from time to time as such licenses are acquired;
use the Product or Licensee's Works for commercial purposes, unless you acquired Advanced / Commercial or Render Service Provider License;
use the license acquired hereunder by way of Metered Access Service, unless administered by a Company certified provider of Metered Access Service. "Metered Access Service" shall shall mean making the Product available to end users for on-demand metered use under the licenses granted hereby by Company. The Licensee may not exceed the limit of on-demand metered use acquired under the Metered Access Service.

4. PROTECTION MECHANISMS

4.1. The Product is protected through schemes or devices to control access and permit only the number of licenses acquired to be in use at one time and to prevent usage of unlicensed copies of the Product ("Protection Mechanism"). Protection Mechanisms may include, not limited to a hardware lock ("Dongle"), license server, software license authorization key, and/or any other legally permitted technology as may be implemented from time to time by Company.

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4.3. You may not take any steps to avoid or defeat the purpose of any Protection Mechanism or to install or use the Product in a manner that circumvents or interferes with the operation of the protection mechanisms.

5. PRODUCT DELIVERY. COLLATERAL PRODUCTS

5.1. The Company will deliver the Product electronically, You have to register and download the Product from the Company's official website. In order to receive the Software license authorization key, you may have to generate a provisional code from the machine where the License Server is installed, following the instructions in the furnished documentation and to provide that provisional code to the Company. The Company will further provide the respective Software License authorization key.

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5.4. You 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. You acknowledge and agree that Company has no responsibility for, and makes no representations or warranties regarding, such third party's software, data, documents or other materials or Your use of such third party's software, data, documents or other materials needed for the use of the Product, the Content or the services.

6. CONFIDENTIALITY AND NON-DISCLOSURE

6.1. The Company and You acknowledge and agree that during the Term of or in relation with this Agreement either party (the "Disclosing Party") may disclose to the other party (the "Recipient") certain business and/or technical information of a confidential and proprietary nature. "Confidential Information" means any proprietary information, trade secret (organization, structure, object or source code of the Product, etc. any API, SDKs, libraries, reference, sample code etc.) or other non-public information that Disclosing Party delivers or communicates to the Recipient or to which the Recipient otherwise gains access to under this Agreement;

6.2. Confidential information may be used only internally and only in conjunction with and for Recipient's own authorized internal use, including but not limited to, the performance of obligations hereunder, including but not limited to, the performance of obligations hereunder.

6.3. Recipient shall maintain the confidentiality of the Disclosing Party's Confidential Information and may not disclose, distribute or otherwise provide it to third parties throughout the term of Your Product license, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.

7. OWNERSHIP

7.1. You acknowledge and agree that possession, installation, or use of the Product does not transfer to You any title to the Company's intellectual property. The Company and its licensors own and retain title to and ownership of, and all other rights with respect to, the Product, THE Collateral Products, the Confidential Information and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.

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7.3. APIs: You acknowledge and agree that any API information and development materials provided (a) are confidential and proprietary to the Company, (b) may not be distributed, disclosed or otherwise provided to third parties, (c) may be used only internally and only in conjunction with and for your own authorized internal use of the Product to which the API information or development materials relate, such as the development and support of applications, modules and components to operate on or with the Product, and (d) may only be Installed on the same Computer(s) where the Product is permitted to be Installed.

8. PRIVACY (IN CASE LICENSEE IS AN INDIVIDUAL)

8.1. You acknowledge and agree that in order to acquire and use the Product, You (and third parties acting on Your behalf) may have to provide, and the Company and its resellers (and third parties acting on behalf of the Company and its resellers) may acquire, certain personal information and data with respect to You. By accepting the Agreement You hereby consent to the Company processing such information and data. The Company is a data administrator and as such the Company takes appropriate technical measures to protect Your personal information and data, if any. Personal information and data provided to the Company in connection with this Agreement may be processed in Bulgaria or any other country in which the Company or its subsidiaries, affiliates or resellers maintain facilities. By acquiring the Product, You consent to the transfer of such information outside of Your country under terms and conditions which ensure the fair protection of data subject's rights. In any case such personal information and data will be processed only for the purposes of this Agreement and for the time it is effective, unless the applicable laws provide otherwise, in which case the wider limits imposed or implied by law will prevail. Any premature revocation or repudiation of data subject's consent entitles the Company to immediately terminate any associated rights and/or obligations which the Company at its free discretion may consider will not be able to further fulfil.

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8.4. The Company will keep Your personal information and data for as long as necessary to fulfil the above purposes or as provided for by law. You may modify and correct incomplete or inaccurate data at any time by notifying the Company of any change to dpo@chaosgroup.com. Any request for deletion of Your personal data may result in immediate termination of this Agreement and Your right to use the Product, which will become effective upon expiration of Your prepaid period. Company may revise from time to time its Privacy Policy, and its most up to date version You can find on https://www.chaosgroup.com/privacy.

9. LIMITED WARRANTY

9.1. YOU MAY, WITHIN FOURTEEN (14) DAYS FROM THE DATE OF ACQUISITION, RETURN THE PRODUCT TO THE COMPANY OR ITS AUTHORIZED RESELLER FROM WHICH THE PRODUCT WAS ACQUIRED, FOR A REFUND NOT EXCEEDING THE RELEVANT LICENSE FEE PAID, IF ANY.

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9.4. THE ENTIRE LIABILITY OF THE COMPANY RELATED TO ANY WARRANTY CLAIM AND YOUR SOLE AND EXCLUSIVE REMEDY UNDER ANY WARRANTY WILL BE LIMITED TO EITHER, AT THE COMPANY'S DISCRETION, (I) TO USE REASONABLE EFFORTS TO CORRECT DEFECTS OR WORK AROUND ERRORS, PROVIDED THAT YOU MAKE AVAILABLE TO MAXIMUM EXTENT POSSIBLE ALL THE INFORMATION THE COMPANY MAY NEED TO RECREATE AND CORRECT THE DEFECT OR FAULT OR IF SUCH EFFORTS FAIL OR ARE UNPRACTICAL (II) TO REFUND THE LICENSE FEES, IF ANY, PAID BY YOU AND TERMINATE THIS AGREEMENT. SUCH REFUND IS SUBJECT TO THE RETURN, DURING THE WARRANTY PERIOD, OF THE PRODUCT. THE LIMITED WARRANTY SET FORTH GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER APPLICABLE LAW. COMPANY DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

10. DISCLAIMER

10.1. THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND LICENSEE ACKNOWLEDGES AND AGREES THAT COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. THE FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE AFFECTED BY COMPANY'S RENDERING OR ANY SUPPORT SERVICES OR TECHNICAL OR OTHER ADVICE OR COMMUNICATION IN CONNECTION WITH THE PRODUCT OR ITS USE. WITHOUT LIMITING THE FOREGOING DISCLAIMER, COMPANY DOES NOT WARRANT THAT PRODUCT WILL MEET LICENSEE'S EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.

10.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY TERMS AND CONDITIONS AGREED TO HEREBY, EITHER DIRECTLY OR BY REFERENCE, THE COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PRODUCT, AND THAT THE COMPANY WILL CORRECT ALL DEFECTS. THE USE OF THE PRODUCT IS AT USER'S SOLE RISK. UNLESS THE COMPANY SPECIFIES OTHERWISE, IT PROVIDES THIRD PARTY PRODUCTS WITHOUT WARRANTIES OF ANY KIND. HOWEVER, THEIR RESPECTIVE MANUFACTURERS, DEVELOPERS, SUPPLIERS, OR PUBLISHERS MAY PROVIDE THEIR OWN WARRANTIES.

10.3. SPECIFIC DISCLAIMER APPLICABLE ONLY TO LICENSE TYPES, SUCH AS TRIAL, ACADEMIC, BETA, NFR, DEMO, LABS OR PRE-RELEASE, OR MADE AVAILABLE AS "FREE" IN OTHER TESTING MODE, OR WITHOUT REQUIREMENT OF PAYMENT, ETC., FOR WHICH THE LIMITED WARRANTY AND THE DISCLAIMER IN THE PREVIOUS SECTIONS DO NOT APPLY: IT IT IS UNDERSTOOD THAT THE PRODUCT, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PRODUCT, ANY SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT PRODUCT WILL MEET LICENSEE'S EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.

11. LIMITATIONS OF LIABILITY

11.1. IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. YOU ACKNOWLEDGE AND AGREE THAT IN ANY EVENT THE AGGREGATE LIABILITY OF COMPANY AND ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT AND ANY COMPANY'S PRODUCT OR SERVICE WILL BE LIMITED, EXCEPT FOR REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, TO THE AMOUNT PAID, IF ANY, BY YOU FOR SUCH PRODUCT OR SERVICE, EVEN IF THAT AMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. COMPANY DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

12. TERM AND TERMINATION

12.1. The Agreement is not limited with any term and is effective until terminated, unless, as of the time the Product is acquired, the Agreement for Your specific Product is time-limited with a fixed expiration period as may be specified on the License Server webpage, in the relevant Product section and/or supporting documentation and/or elsewhere publicly available with clear and disambiguous language.

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12.3. You may terminate the Agreement, as a whole or part for a particular Product, at any time by returning and/or destroying the Product, related documentation and all copies thereof. For Your convenience, unless terminated beforehand, Your recurring subscription to a Product will renew automatically, and You will be billed accordingly, as per Your subscription terms. You can easily unsubscribe and disable the automatic renewal of Your subscription at any time, by following this link https://my.chaosgroup.com/products, selecting the respective Product(s), and clicking the relevant disable auto-renew button or otherwise option as per the website interface navigation.

12.4. The Agreement will also terminate immediately, without any notice from the Company, if You fail to comply with any provision of the Agreement. Company may amend or terminate the Agreement for convenience, in whole or in part (NOTE: about affected particular Product(s), Type(s) of License, or any other provision(s) as per the Company's sole discretion), at any time, by either (a) sending you a personal hard copy or digital message, or (b) displaying a relevant public notice on the Company website; on the License Server webpage; in the relevant Product section; and/or in any supporting documentation; and/or elsewhere typically accessing by the Product users, thus making the notice publicly available. Amendment or termination is to be made with clear and disambiguous language and by giving a reasonable period, as per the sole discretion of the Company, before either of them to become effectiveto become effective. Modifications will be effective immediately once incorporated into this Agreement, and made publicly available. You are responsible for Your regular checks necessary to make You familiar with any and all such amendments. Your continued use of the PRODUCT will be deemed acceptance thereof.

12.5. Upon the termination of the Agreement for whatsoever reason, You must cease all use of the Product and destroy all copies, full or partial, of the Product. If applicable, the Company will inform You about any refund available.

12.6. Sections concerning LIMITATIONS/RESTRICTIONS, CONFIDENTIALITY AND NON DISCLOSURE, OWNERSHIP, PRIVACY, LIMITED WARRANTY, DISCLAIMER, LIMITATIONS OF LIABILITY, and OTHER PROVISIONS will survive the termination of this Agreement, 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 termination of this Agreement.

13. OTHER PROVISIONS

13.1. This Agreement, including the formation, interpretation, breach or termination thereof, will be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of law rules and principles. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. The parties to this Agreement shall each use commercially reasonable efforts to settle any dispute, controversy or claim arising out of or relating to this Agreement. If no solution is achieved within sixty (60) days of a party's written notice of a dispute, You agree that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the for resolution to the Court of Arbitration of the Bulgarian Chamber of Commerce and Industry in Sofia, Bulgaria, and be resolved, enforced and further executed in accordance with court rules then in effect and any other laws then in force throughout the Republic of Bulgaria, except that if You are an individual or for any other reason arbitration may not apply to You, any such claim or dispute will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the competent court in Pleven, Bulgaria, and subject to appeal before the relevant appeal court and court of cassations. The parties to this Agreement waive any other venue to which either party might be entitled by domicile or otherwise. Nothing in the foregoing will prevent Company from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur. You will be considered to have received the Product and subscribed to a service based on the governing law agreed hereunder, regardless of where the Product and the service are delivered or accessed. Licensee may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without Company's prior written consent, which may be withheld at Company's sole and absolute discretion, and any unauthorized purported assignment by You will be void. You acknowledge and agree that Company may assign or sub-contract any of its rights or obligations under this Agreement.

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13.11. The Company uses Google Analytics, a web analytics service provided by Google, Inc. (e.g., to evaluate your use of the Product, compile reports on activity, and process collected information relating to the Product usage). Google Analytics uses first-party cookies that store information, such as time, previous usages, etc. Google Analytics data is classified as confidential information. Google Analytics product helps businesses and site owners analyze the traffic to and the usage of their apps and websites. For further information, You should refer to Company's Privacy Policy at https://www.chaosgroup.com/privacy and the Google's privacy policy for further details.

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13.14. V-Ray and the V-Ray logo, Phoenix FD and the Phoenix FD logo, and ChaosGroup and ChaosGroup logo are registered trademarks of Chaos Software LtdOOD. All other brand names, product names, or trademarks belong to their respective holders.

13.15. Notices in connection with this Agreement will be in writing and will be sent by postal service or a delivery service. Notices will be effective when delivered and received by the Company at Company's head office address, which currently is: Chaos Software Ltd.LTD EOOD, Mladost-1A, 147, Tsarigradsko shosse, 4th floor, 1784 Sofia, Bulgaria.

14. SPECIAL TERMS AND CONDITIONS FOR ADVANCED / COMMERCIAL LICENSE

14.1. The terms and conditions of this Agreement which are not clearly referred to as applicable only to specific License Type(s) will apply to all License Types, including but not limited to Advanced / Commercial License Type.

15. SPECIAL TERMS AND CONDITIONS FOR TRIAL LICENSE

15.1. Licensee may download a Trial License version for evaluation and, thereafter, if Licensee liked the Product, order license under the terms and conditions stipulated above, i.e. Licensee can try the Product before starting to pay a license fee. Even though a license fee is not paid for the Trial License, it does not mean that there are no conditions for using the Product under Trial License. These additional and specific terms contained in this Section "Trial License" will apply whenever Licensee chooses to use the Product under Trial License.

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15.11. Sections (LIMITATIONS/RESTRICTIONS) (CONFIDENTIALITY AND NON-DISCLOSURE) (OWNERSHIP), (PRIVACY), (LIMITED WARRANTY), (DISCLAIMER), (LIMITATIONS OF LIABILITY) (OTHER PROVISIONS) will survive the termination of this Agreement, howsoever caused, and this will not imply or create any continued right for Licensee to use the Product or any part of the Product after termination of this Agreement.

16. SPECIAL TERMS AND CONDITIONS FOR BETA LICENSE

16.1. Whenever You are provided a Beta License Type for a Product, You acknowledge, 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.

16.2. Under this License Type You may not use the Product or Licensee's Works for commercial purposes, unless a specific agreement with the Company is reached on that. The specific agreement may be replaced by a relevant statement of the Company stipulated on the beta section of the Product Product "Commercial Purposes" means means, not limited to, to: sell, charge, accept payment in any form or other compensation for the usage of the Product, Licensee's Works or parts of Licensee's Works produced with the Product.

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16.5. You acknowledge and agree that possession, installation, use of the Product or Feedback submission does not transfer to You any title to the Company's intellectual property. The Company and its licensors own and retain title to and ownership of, and all other rights with respect to, the Product, the Collateral Products, the Confidential Information, Feedback and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.

16.7. Lavina Project:

a) eligibility: valid universal render node license automatically entitles You to participation as an end user in the Lavina Project and the use of the relevant beta software available for download at the project section;

secrets, patents, and other intellectual property rights.

16.6. Product under Beta License is always provided as Confidential Information, regardless of whether this is clearly indicated or otherwise marked with unambiguous restrictive legend, except in cases where the Company has clearly addressed to the public that a specific Beta License Product is not confidential and particular information as regards this very Product may be divulged to the public or selected groups thereof.b) specific terms: in addition to the general and special terms and conditions stipulated in this Agreement, all the relevant terms specifically applicable to the Lavina Project, such as period of validity, end date, payment conditions, etc, may be specified in greater details in the relevant platform section(s) or user guide(s) produced by the Company with regard to the Lavina Project, and any and all such may be changed at any time at the sole discretion of the Company, with or without notice to You

17. SPECIAL TERMS AND CONDITIONS FOR NFR LICENSE

17.1. Whenever You are provided a NFR License Type for a Product, You acknowledge, understand, recognize and agree that it is s a designation for the Product that gives You right only for testing and demonstration purposes, with the understanding that you will not resell the Product.

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17.3. Product marked with NFR legend are not licensed for resale, and so no license for general use is granted.

18. SPECIAL TERMS AND CONDITIONS FOR EDUCATIONAL/ ACADEMIC LICENSE

18.1. Whenever You are provided an Educational, also referred to as Academic, License Type for a Product, You acknowledge, understand, recognize and agree that it is a License limited to Your educational purposes, and is only available for licensees that are academic or educational institutions or individuals that are students or educators.

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18.4. The Company may decide not to charge a full license fee and this will be clearly indicated in the relevant Product section.

19. SPECIAL TERMS AND CONDITIONS FOR RENDERFARM LICENSE

19.1. Whenever You are provided a license for use of the Product for commercial renderfarm services, an additional agreement supplementing and amending the present Agreement will be signed with You.

20. SPECIAL TERMS AND CONDITIONS FOR APPSDK FOR INTERNAL USAGE AND DEVELOPMENT

20.1 Whenever You are provided a V-Ray Application Software Development Kit ("V-Ray Application SDK") license for use of the Product, these additional conditions and limitations apply to You – the Licensee.

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20.1.1. V-Ray Application SDK, hereinafter referred as the the "SDK", consists of:

V-Ray Render Engine (major version, as may be further specified by the Company), which means Company's proprietary rendering software core in a binary code format.
V-Ray Application SDK API, which means programming interface that allows Licensee, directly or through Licensee's Works, to programmatically access certain V-Ray Render Engine features and functions;
V-Ray Application SDK API Reference Guides, containing "Sample Code";
any other accompanying software, plug-ins and any updates or upgrades to the rendering software that Licensee may install from time to time;
any associated files, documentation and materials, including but not limited to installation files, Sample code, binary executable files, library files, configuration files and documentation files.

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20.1.4. "Sample Code" means sample code examples in source code format.

20.2. GRANT OF LICENSE

INTERNAL USAGE AND DEVELOPMENT:

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V-Ray Application SDK license. One One V-Ray Application SDK license entitles Licensee to one installation of the SDK on one Computer. The term of the V-Ray Application SDK license is specified as designated by the Company. Licensee may request renewal of the term, however Company keeps the right to refuse such renewal. In case the renewal is confirmed by Company, the term of the license is deemed automatically extended for an additional period, as instructed by the Company, under the terms and conditions of this Agreement.
Universal Render Node license. One One Universal Render Node license entitles Licensee to use one running copy of V-Ray Render Engine for rendering at any one time. The terms and conditions for Universal Render Node license are arranged in a separate end user license agreement with Company.

20.3.2. Number of licenses. Your number of licenses is specified by the Company, where usually one Product license entitles You to one SDK license. Additional licenses can be acquired from time to time under the terms and conditions of the relevant license agreement governing the licenses acquisition. Licensee acknowledges that Company is currently developing or may develop technologies and products in the future that have or may have design and/or functionality similar to products that Licensee may develop based on the V-Ray Application SDK license herein. Nothing in this Agreement shall impair, limit or curtail Company's right to continue with its development, maintenance and/or distribution of Company's technology or products. Licensee agrees not to assert in any way any patent owned by Licensee arising out of or in connection with the SDK and/or the Product, or modifications made thereto, against Company, its subsidiaries or affiliates, or their customers, direct or indirect, agents and contractors for the manufacture, use, import, licensing, offer for sale or sale of any Company products.

21. SPECIAL TERMS AND CONDITIONS FOR PLE (Personal Learning Edition) LICENSE

21.1. If the Product You choose to be licensed for is a Personal Learning Edition License Type (also referred to as the "PLE"), it will require standard Company Protection Mechanism.

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21.5. Until further notice, PLE is available as a pilot project only, may not be available in all regions across the world, and all the special terms and conditions applicable to Beta Licenses, shall also apply to PLE.

version 20210223

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LICENSE SERVER AGREEMENT

PLEASE READ CAREFULLY.

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

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

1. SCOPE

1.1. THE COMPANY licenses and THE LICENSEE accepts the following non-sublicensable, non-exclusive, non-transferable (except if the latter is permitted by applicable law) right and license:

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1.4. By this AGREEMENT no intellectual property rights of THE COMPANY, or other rights not specified herein, respectively, are being transferred or licensed to THE LICENSEE.

2. RIGHTS AND OBLIGATIONS OF THE COMPANY

2.1. THE COMPANY shall have to furnish THE LICENSEE via electronic way with the copies of THE LICENSE SERVER whose rights for use, as defined in Article 1.1., are being licensed by THE AGREEMENT.

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2.5. THE COMPANY shall not be liable in case THE LICENSEE is not able to use any or all of THE LICENSE SERVER's features due to a force majeure (including, but not limited to short-circuits, power outages, internet network malfunctions, administrative limitations and others such as a war, strike, riot, crime, or an event described by the legal term "act of God" e.g., flooding, earthquake, etc.).

3. RIGHTS AND OBLIGATIONS OF THE LICENSEE

3.1. THE LICENSEE shall not:

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3.2. THE LICENSEE shall notify THE COMPANY immediately if THE LICENSEE becomes aware of any unauthorized use of the whole or any part of THE LICENSE SERVER, THE DONGLE, and/or THE LICENSE FILES by any third party. The notification shall be made to: contacts@chaosgroup.com.

3.3. THE LICENSEE shall be entitled only to the rights specified in Article 1.1 of this AGREEMENT.

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3.5. THE LICENSEE shall be obligated to keep confidential any of THE COMPANY's trade secrets, as well as any other information they may become aware of during or in relation with the execution of this AGREEMENT, except where such information is required by applicable law.

4. PROTECTION MECHANISMS

4.1. THE LICENSE SERVER may include one or more protection schemes to prevent usage of unlicensed copies of the Software Products, as follows:

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4.7. Under the provisions defined in Article 4, if a DONGLE needs to be replaced, the COMPANY keeps its right to provide THE LICENSEE with a suitable replacement which may differ from the original.

5. COLLATERAL PRODUCTS

5.1. THE LICENSE SERVER,THE DONGLE, and/or THE LICENSE FILES may be accompanied, may contain or COMPANY may provide from time to time other own and/or third party's software, drivers, data, documents, materials, etc. (COLLATERAL PRODUCTS). COLLATERAL PRODUCTS may include, be subject to or provided in accordance with other terms in addition to or different from the terms set forth in this Agreement. Unless such terms are included or referenced COLLATERAL PRODUCTS are subject to this Agreement. In case such terms apply LICENSEE agrees to comply with them.

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 acknowledges and agrees that COMPANY has no responsibility for, and makes no representations or warranties regarding, such third party's software, data, documents or other materials or LICENSEE's use of such third party's software, data, documents or other materials.

6. PRIVACY (IN CASE LICENSEE IS AN INDIVIDUAL)

6.1. LICENSEE acknowledges and agrees that in order to acquire and use THE LICENSE SERVER through THE COMPANY's online licensing service and/or THE LICENSE FILES, LICENSEE (and third parties acting on LICENSEE's behalf) may have to provide, and COMPANY and its resellers (and third parties acting on behalf of COMPANY and its resellers) may acquire, certain personal information and data with respect to LICENSEE. By accepting the AGREEMENT LICENSEE hereby consents to COMPANY processing such information and data. COMPANY is a registered data administrator (Bulgarian Personal Data Protection Act (01 Jan. 2002 and as amended from time to time)) and as such COMPANY takes appropriate technical measures to protect LICENSEE's personal information and data. Personal information and data provided to COMPANY in connection with this AGREEMENT may be processed in Bulgaria or any other country in which COMPANY or its subsidiaries, affiliates or resellers maintain facilities. By acquiring THE LICENSE SERVER, LICENSEE consents to the transfer of such information outside of LICENSEE's country. In any case such personal information and data will be processed only for the purposes of this Agreement and for the time it is effective.

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6.4. COMPANY will keep LICENSEE's personal information and data for as long as necessary to fulfil the above purposes or as required by law. LICENSEE may modify and correct incomplete or inaccurate data at any time by notifying COMPANY of any change to dpo@chaosgroup.com.

7. DISCLAIMER OF WARRANTY

LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSE SERVER, THE LICENSE FILES, ANY OTHER SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE LICENSE SERVER, THE LICENSE FILES, ANY OTHER SOFTWARE, WILL MEET LICENSEE'S EXPECTATIONS, THAT THEIR PERFORMANCE OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.

8. LIMITATIONS OF LIABILITY

IN NO EVENT WILL the COMPANY OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. LICENSEE ACKNOWLEDGES AND AGREES THAT IN ANY EVENT THE ENTIRE AGGREGATE LIABILITY OF COMPANY AND ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT SHALL BE LIMITED TO DAMAGES OF AN AMOUNT EQUAL TO THE AMOUNT OF THE INITIAL PURCHASE PRICE ORIGINALLY PAID BY THE LICENSEE FOR THE DONGLE, EVEN IF THAT AMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE REMEDY CLAIMED. COMPANY DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

9. DURATION AND TERMINATION

9.1. This AGREEMENT is effective until terminated.

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9.3. This AGREEMENT will terminate immediately without notice from THE COMPANY if THE LICENSEE fails to comply with any provision of this AGREEMENT.

10. OTHER PROVISIONS

10.1. This AGREEMENT is governed by Bulgarian law. Any dispute about the existence and the validity of THE AGREEMENT, or in relation with THE AGREEMENT or with a breach of it, including any dispute and discrepancy about the effect, interpretation, termination, performance or failure to execute it, will be settled by negotiations. In the event no solution is achieved, the dispute will be referred for resolution to the Court of Arbitration at the Bulgarian Industrial Association (BIA) in accordance with its Rules. The place of arbitration shall be Sofia, Bulgaria. Nothing in the foregoing will prevent COMPANY from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.

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10.9. V-Ray and the V-Ray logo, CHAOSGROUP and CHAOSGROUP logo, Phoenix FD and the Phoenix FD logo are registered trademarks of Chaos Software LtdOOD. All other brand names, product names, or trademarks belong to their respective holders.

version 20210223

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CHAOS SOFTWARE TERMS OF SERVICE

IMPORTANT. Please read these Terms carefully before You start using Services. You should keep a copy of these Terms for Your records.

These Terms of Service ("Terms") are a legal agreement between Chaos Software LTD EOOD, Mladost-1A, block 548 entrance B, 2nd floor, Sofia 1729, Bulgaria, (" Chaos"), acting on its own behalf or on behalf of an authorized by Chaos reseller, and You. You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) ("Company") or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, "You"). You represent and warrant that You have the right, authority and capacity to act on behalf of and bind such entity (if any) and yourself. If you do not have the right, authority or capacity to legally bind You to these Terms, You do not have the right to access or use the Services.

Any and all access and/or use of the Services, as defined hereunder, by You will be governed by these Terms. By accepting these Terms during Your account registration or subscription process, or by using Your existing account after the implementation of the Terms, or by accessing or using the Services, You confirm Your acceptance of these Terms and Your agreement to be a party to this binding contract. If You do not agree to these Terms, You do not have the right to access or use the Services. If You do not agree to all of the terms and conditions of these Terms, You should not select the "I Agree" button or box (or other mechanism designed to acknowledge agreement) indicating that You have read and agree to these Terms and You are not permitted to access or use the Service. Nevertheless, any unauthorized use or access by You still constitutes agreement and consent to these Terms.

DEFINITIONS.

The clause headings are included for convenience only, have no legal effect and shall be ignored when construing these Terms. Capitalized terms are defined in these Terms, or elsewhere in the other applicable terms and conditions accepted hereby by reference.

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"Additional Agreement" means an agreement (1) for an Other Chaos Product (if any) or (2) that You and Chaos otherwise agree in writing constitutes an Additional Agreement and includes certain terms and conditions for access or use of the Service or Software. Additional Agreements include, without limitation, the EULA, SLA, Subscription Terms and Membership Terms as applicable.
"API" means the standard applications programming interface information generally provided by Chaos to users of the Offering that specifies the requirements for interfacing to the Service or Software included in such Offering. API does not include any implementation of such interface information, any Materials or Software.
"Beta" or "Trial": Offerings identified as "Beta", "Labs" or "Pre-Release" or made available as "free" or "trial" in other testing mode, or without requirement of payment for an Other Chaos Product ("Free Services", in the meaning of Services provided without obligation for payment or any additional consideration, other than receiving Feedback, or other valuable consideration which tangible value may not be easy to estimate), may be subject to additional terms and conditions that appear in connection with Your use of the Free Services and are incorporated into these Terms by reference. Beta or Trial specific terms and conditions include, without limitation, that when You are offered Beta or Trial Offering/ Service:
- You are entitled to participation based on Your commitment to participate and test the Beta or Trial Offering/ Service, where lack of sufficient participation is a good and sufficient cause for Chaos to remove You from the Beta or Trial service;
- You are entitled to a single account only, whilst Chaos at its discretion may renew Your account upon expiration and/or enable additional account(s) of Your;
- Generally, You may use Offering/ Service solely for Your internal, non-productive business purposes, and solely: (a) to evaluate the technical and commercial viability of the Offering/ Service; (b) to evaluate the reliability and functionality of the Offering/ Service in a working environment; (c) to determine whether the features of The Offering/ Service perform as designed and are useful; (d) to determine whether the Offering/ Service will work for its intended purpose; and (e) to create and provide to Chaos voluntary suggestions and technical feedback regarding the Offering/ Service, including suggestions regarding viability and functionality of the Offering/ Service. If You submit feedback or suggestions about the Offering/ Service, Chaos may use Your feedback or suggestions without obligation to You;
- Parties acknowledge and agree that either party hereto (the "Disclosing Party") may disclose to the other party (the "Recipient") certain business and/or technical information of a confidential and proprietary nature. "Confidential Information" means any proprietary information, trade secret or other non-public information that Disclosing Party delivers or communicates to the Recipient or to which the Recipient otherwise gains access to hereunder. Confidential information may be used only internally and only in conjunction with and for Recipient's own authorized internal use. Recipient shall maintain the confidentiality of the Disclosing party's Confidential Information and may not disclose, distribute or otherwise provide it to third parties, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.
"Chaos Parties" means Chaos and its affiliates, agents and suppliers and each of their respective officers, directors and employees.
"Claim" means any claim, suit or proceeding arising out of or in connection with: (1) Your Content/ Result or use of Your Content/ Result, including, without limitation, any assertion that Your Content/ Result or the use thereof may infringe any copyright, trademark, or other intellectual property or other rights of any individual or entity, or are a misappropriation of any individual or entity's trade secret, or contain any libelous, defamatory, disparaging, pornographic, or obscene materials or use thereof caused death or bodily injury or damage to the real or tangible property of any third party; (2) any breach of or failure by You or Your Users to comply with applicable laws, these Terms or any Policies or Additional Agreements; or (3) use of the Offering by You (or anyone who accesses the Service through You).
"Client Software" - access to the Service may require use of one or more Software programs (such as upload tools, etc.) that are made available for download by Chaos and are designed to be installed and used on a Computer, as a free or paid program as may be instructed from time time by Chaos, for the purposes of enabling use of the Service.
"Computer" means (1) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (2) a software implementation of such a device (or so-called virtual machine, if specifically allowed for use with regard to Software and/or Offering by Chaos); or (3) a mobile device designed for processing digital or similar information.
"Content" means, collectively, (a) any files, designs, models, data sets, images, documents or similar material submitted or uploaded to the Service by You ; (b) any software application, plug-in and other computer program or similar material (including any modules and components, functions and features of a computer program) developed by You using the API and/or Materials.
"Documentation" means any technical requirements and end-user documentation for the Service made available to You by Chaos.
"Effective Date" means the date You first agree to these Terms and these Terms become effective on.
"Entitlements" means Your entitlement(s) to use the Service (such as maximum capacity, transactions, output, hours or other measurements of use, term or duration and any other entitlements specific to such Service) as determined by the Other Chaos Product, stand-alone Service or type or level of Subscription or Membership You subscribed to or licensed. Entitlements also include any other information about entitlements to access and use the Service which are set forth on the Entitlement Site and Portal (including, without limitation, the description of the Service, Documentation and minimum technical requirements for the Service).
"Entitlement Site" means a website owned or operated by or for Chaos through which You can view Your specific Entitlements. For some Services, access to the Entitlement Site may be through functionality within Your Other Chaos Product or Service.
"EULA" means the end user license agreement(s) provided or referenced by Chaos in connection with the Other Chaos Product to which the use of Software is subject to.
"Feedback" means any suggestions, feedback, improvement requests or other recommendations You or Your Users provide, relating to the Services.
"Materials" means SDKs (software development kits) and other toolkits, libraries, scripts, reference or sample code, and similar developer materials included in the Offering.
"Metered Access Service" shall mean making the Services available to end-users such as You and Users for on-demand metered use under these Terms. You may not exceed the thresholds and limit of on-demand metered use acquired, if any.
"Metrics" means information about You and Your use of the Offering (which may include storage space used, features of the Service used, metadata, index and similar information about the content stored, processed or accessed using the Offering and similar information). Metrics also includes information about You and Your users that You provide in connection with Your use of the Offering, including Personal Information (the collection, storage and use of which will be subject to the Privacy Policy). Metrics may be used predominantly for measuring Your use of Services by way of Metered Access Service.
"Membership" means a membership or subscription that You purchased that entitles You (in addition to other benefits) to access and use the Service.
"Membership Terms" means the terms for a Membership that may be set forth by Chaos, as they may be modified from time-to-time by Chaos in accordance with its terms.
"Offering" means the Service and any and all content, sample data sets, sample models or other sample content, information, data or materials provided by Chaos hereunder or viewed or generated in connection with the Service (including, without limitation, any output, Results, recommendations or projections based upon Your Content or otherwise) or any related subject matter.
"Order Form" means a form completed by or on behalf of You and submitted to Chaos (or by a reseller or distributor authorized by Chaos), directly or indirectly, in connection with Your order for the Service or an Other Chaos Product.
"Other Chaos Product" means any additional Chaos Product that You acquired, licensed, joined or subscribed to which entitles You to access and use the Offering. An Other Chaos Product may be (1) a stand-alone product or service, (2) a Subscription, (3) a suite of products and/or services; or (4) a Membership.
"Personal Data" or "Personal Information" has the meaning set forth in Chaos Privacy Policy and/or governing laws.
"Policies" mean any and all other terms and conditions which may be incorporated into these Terms by reference.
"Portal" means the website(s) owned or operated by or for Chaos that is associated with the Service.
"Privacy Policy" means Chaos's [Privacy Policy](https://www.chaosgroup.com/privacy) as currently available at Portal, as it may be modified from time to time in Chaos's sole discretion.
"Result" means Your specific output generated from the Service, if any, based on Your own Content, i.e. raw input data or information.
"Service" means a web-, or cloud-based service requiring a connection to the Internet and that Chaos makes available through an Other Chaos Product or the Portal.
"SLA" means any service level agreement that Chaos may make available to You in connection with the Service. Generally available service level agreements, if any, will be posted on Portal or any successor or supplemental web page of Chaos, as they may be modified from time to time.
"Software" means any computer program or similar material, including any modules and components, functions and features of a computer program, made available by or for Chaos for use as part of the Service (whether by download or as a hosted solution).
"Special Terms and Conditions" means any additional specific terms and conditions for access and use of a particular Service which may be set forth by Chaos at a location where a user may order or register for, or that is displayed in connection with ordering or registering for, such Services (e.g., a web page) or, if there are no such terms, at any web page of Chaos, as they may be modified by Chaos from time-to-time in its discretion.
"Subscription" means a subscription, if available, that You purchased to a Chaos product that entitles You (in addition to other benefits) to access and use the Service.
"Subscription Terms" means the terms and conditions applicable to a Subscription set forth by Chaos, as they may be modified from time-to-time by Chaos in accordance with its terms.
"Terms" means, collectively, these Service Terms and the Special Services Terms, Entitlements and Policies, and other terms and conditions referred to hereunder.
"Third Party Materials" means any files, content, designs, models, data sets, project information, materials, documents, computer programs or similar material (including, without limitation, any modules and components, functions and features of a computer program), media, audio, images, names, email addresses, comments, notes, links and other content, data, information, applications and services made available to You by any third party through or in connection with a Service or any website owned or operated by or for Chaos.
"Users" means Your individual employees and Your consultants, contractors, agents and others with whom you conduct business for the internal purposes of Your enterprise, for whom You have purchased subscriptions to a Service who access and use the Service only for Your benefit or as part of Your project.

1. SUBJECT MATTER

1.1. Subject to Your compliance at all times with these Terms, Chaos will provide You the Services, and You may access and use the Service, and You may permit the Service to be accessed and used by Your Users, provided all such access and use is solely for Your internal enterprise business purposes and is in the form made accessible and/or provided by Chaos.

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1.3.All payments and fees, if any, for the Services are subject to the applicable terms and conditions governing payments between You and Chaos and/or a third party payment provider, authorized reseller and/or merchant.

2. RESTRICTIONS AND LIMITATIONS

2.1. This is an an intuitо personae contract contract for Service that is personal to You, and You may not personally, nor You may permit any third party to:

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Chaos has the right, but not the obligation, upon its free discretion to immediately disable or suspend access to Your Content/ Result and/or suspend Your access to the Offering (or take other action as may be required to comply with law) without notice to You. You acknowledge and agree that Chaos also may suspend or terminate Your access to the Offering if any information You provide to Chaos in connection with Your registration for, or use of, the Service is or becomes false, inaccurate, obsolete or incomplete. Chaos may remove any content that is posted to the Service without notice if it believes that such content exceeds Entitlement or (if the Entitlement does not specify) reasonable storage limits.

3. PREREQUISITES AND REQUIREMENTS

3.1. Internet access may be needed at all times, and creation or log into an account may be needed to use the Service. You and Your Users shall not share any user ID or passwords provided to You hereunder, and You agree not to allow anyone else to access Your account or Your site (except if expressly allowed by Chaos) or do anything else that might jeopardize the security of Your account.

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3.3. Services may NOT be available in all countries or locations now or in the future. These terms do not change any territorial restrictions applicable to Your use of any Other Chaos Product.

4. CONTENT AND RESULT

4.1. Services may allow You to upload, submit, store, send or receive Content. You retain ownership of any intellectual property rights that you hold in that Content. In short, what belongs to You, stays Yours. You shall maintain ownership of, but also responsibility for Your Content, Result and responsibility for Your conduct while using the Offering. You agree that Your Content, Result and Your (and Your Users) conduct in using the Offering will comply with all applicable laws, rules and regulations and all other Policies.

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4.4. When you upload, submit, store, send or receive Content to or through the Service, You give Chaos (and those working with Chaos) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your Content works better with the Service), communicate, publish, publicly perform, publicly display and distribute Content. The rights You grant in this license are for the limited purpose of operating, promoting, and improving Service, and to develop new ones. This license continues even if You stop using the Service. Service may offer You ways to access and remove Content that has been provided to Service. Also, there might be settings that narrow the scope of Chaos use of Content submitted in Service. Make sure You have the necessary rights to grant us this license for any Content that you submit to the Service. Our automated systems analyze the Content to provide Chaos clients personally relevant product features. This analysis occurs as the Content is sent, received, and when it is stored.

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4.7. Services will be provided using processes and safeguards which are designed to help maintain the security of Your Content and/or Result that are economically appropriate for the Services. Chaos from time to time may have external auditors to verify Chaos adherence to Chaos security controls applicable to certain Chaos services.

5. SERVICE LEVEL AGREEMENT, UPTIME AND AVAILABILITY

5.1. Chaos will make the Service available to You and Your Users consistent with the manner in which Chaos makes the Services generally available to users of the Service. Chaos shall provide support services via email, during regular business hours and will endeavor in good faith to respond to customer support inquiries within two (2) business days, provided that both conditions are met: You and Users have installed the most current updates of the Software and You and Users are not running a beta version of the Software, Client Software, Portal and/or the Offerings.

5.2.Any SLAs which may be available in connection with the Service will be Additional Agreements and the credits (if any) set forth in any SLA will be Your sole and exclusive remedy for Chaos' failure to meet the identified service levels. Not all Services will have SLAs. Chaos does not make any representations or guarantees related to uptime or availability of the Offering, except as specifically identified in the applicable SLA, if any.

6. THIRD PARTY MATERIALS

6.1 Services and Offerings may be accompanied, may contain or Chaos may provide from time to time other own and/or Third Party Materials, including but not limited to, software, drivers, data, documents, materials, etc. Third Party Materials may include, be subject to or provided in accordance with other terms in addition to or different from the terms set forth in these Terms. Unless such terms are included or specifically referenced, Third Party Materials are subject to these Terms. In case such terms apply You agree to comply with them.

6.2 You 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 Materials, software, data, documents or other materials, etc. You acknowledge and agree that Chaos has no responsibility for, and makes no representations or warranties regarding, such Third Party Materials, software, data, documents or other materials or Your use of such Third Party Materials. Chaos may at any time, for any reason, modify or discontinue the availability of any Third Party Materials.

7. PROPRIETARY RIGHTS

7.1.1. You acknowledge and agree that Chaos and its licensors own all right, title, and interest (including, without limitation, patents, copyrights, trademarks, trade secrets, and all other intellectual property rights) in and to the Service, Software, API, Materials, Metrics, Documentation, Portal, Entitlement Site, sample data sets, sample models or other sample content and any information, data or materials provided or used in connection with, or generated by, the Service (NOTE: excluding Your Content and Result).

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7.3.3. Except as set forth in this section, no other right or license of any kind is granted to You with respect to the Client Software. As a clarification, all of the Restrictions applicable to the Other Chaos Product and the Offering apply to the Client Software and Your use of the Client Software is also subject to the disclaimers, limitations and the Export Laws referenced hereunder.

8. PRIVACY AND CONFIDENTIALITY

8.1.1. You acknowledge and agree that in order to acquire and use the Services, Offerings, Software and other valuable offerings that may be embodied in the Entitlement, You (and third parties acting on Your behalf) may have to provide, and Chaos (or third parties acting on behalf of Chaos) may acquire, collect, use, process, and storage Your Content and Personal Data. By accepting these terms You consent to the collection, use, processing, and storage of Your Content and Personal Data as may be further described in the then-current Privacy Policy, including cross-border transfers as may be further described in the Privacy Policy. The Privacy Policy is incorporated into these Terms by this reference.

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8.1.4 Chaos will keep Your personal information and data for as long as necessary to fulfil the above purposes or as required by law. You may modify and correct incomplete or inaccurate data at any time by notifying Chaos of any change to [dpo@chaosgroupdpo@chaosgroup.com](mailto:dpo@chaosgroupdpo@chaosgroup.com).

8.2. Software, Materials and Offerings may contain technology to collect anonymous usage data, including but not limited to render times, settings and used features. Usage data will not contain any information that may be used to identify You or Your Users personally. However, such technology may inadvertently collect information which may identify you as an individual or organization, in which case the data privacy rules will apply. Usage data will be collected only after explicit authorization by You and Your Users and can be reviewed and disabled by You and Your Users at any time. Usage data in raw or aggregated form may be transmitted to third party servers over the Internet, which may be or may be not under control of Chaos. Chaos may generate and publish summary reports based on the data obtained. Such reports may be made available in machine readable format to third parties for further analysis, generally for the purpose of improving the quality of the products and the services provided by Chaos to You and Your Users, or the public.

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8.2.3 Confidential information may be used only internally and only in conjunction with and for Recipient's own authorized internal use agreed hereunder within the scope of these Terms and any Additional Agreement. Recipient shall maintain the confidentiality of the Disclosing Party's Confidential Information and may not disclose, distribute or otherwise provide it to third parties, except in cases where such information is required by applicable law or court order and a prompt advance notice to Disclosing party has been sent to enable the latter to seek a protective order or otherwise prevent such disclosure.

9. INDEMNIFICATION AND WARRANTIES.

9.1. You shall, at Your sole expense and to the fullest extent permitted by law, indemnify, defend (at Chaos's request), and hold harmless Chaos Parties against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by Chaos Parties by reason of any Claim. If requested by Chaos to defend a Claim, You will not agree to any settlement without the prior written consent of Chaos, and Chaos shall have the right to participate, at its own expense, in the defense of any Claim with counsel of its own choosing.

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(4) any information You provide in connection with Your registration for, or use of, the Service is and shall remain true, accurate, and complete, and that You will maintain and update such information regularly.

10. DISCLAIMER OF WARRANTIES. LIMITATION OF LIABILITIES. OTHERS

10.1.NOTWITHSTANDING ANY WARRANTY APPLICABLE TO THE SOFTWARE IN THE EULA, THE OFFERING IS PROVIDED "AS IS" AND "AS AVAILABLE." CHAOS PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE OFFERING, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE OFFERING IS AT YOUR OWN DISCRETION AND RISK. CHAOS PARTIES DO NOT WARRANT THAT ANY USE OF OR ACCESS TO THE OFFERING WILL BE ERROR-FREE, COMPLETE, SECURE OR THE CONTENT/ RESULT WILL NOT BE OTHERWISE LOST OR DAMAGED OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED. CHAOS PARTIES DO NOT WARRANT THAT THE OFFERING WILL PERFORM IN ANY PARTICULAR MANNER. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND CHAOS PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE OFFERING; (2) USE OF THE OFFERING INCLUDING ANY CONTENT, RESULT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU IN CONNECTION WITH THE OFFERING INCLUDING, WITHOUT LIMITATION, IMPACT TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; OR (3) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. CHAOS PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY. CHAOS PARTIES DO NOT REPRESENT OR WARRANT THAT THE OFFERING IS OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. This Section will be enforceable to the maximum extent allowed by applicable law. No information or advice (whether written, oral or otherwise) provided by Chaos Parties or their representatives will create any warranty or in any way affect the disclaimers of warranty or limitations of liability expressly provided in these Terms.

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10.4.The parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities in these Terms are a fundamental basis of the bargain between You and Chaos, and are a material part of the consideration received by Chaos for the provision of the Offering under these Terms, and Chaos would not have entered into these Terms and provided the Offering in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.

11. TERM AND TERMINATION

11.1.These Terms shall become effective on the date You first agree to these Terms.

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11.16.Upon any termination of these Terms for any reason, You and Your Users must immediately cease using the Service. Termination of these Terms does not affect, or give You any right to terminate, any Additional Agreement. Sections which by their nature should survive termination, will automatically survive termination of these Terms for any reason. It is Your responsibility to retain copies of Your Content/ Result. Upon termination Chaos shall have the right to immediately deactivate Your account(s) and suspend access to Your Content/ Result and, following the Result Retrieval Period, may delete, without notice, Your Content/ Result, if any, and all backups thereof, and Chaos Parties shall not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion.

12. MISCELLANEOUS

12.1.These Terms, including the formation, interpretation, breach or termination thereof, will be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict of law rules and principles. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) these Terms.

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12.9.Notices in connection with these Terms by You will be in writing and will be sent by electronic mail to [contacts@chaosgroupcontacts@chaosgroup.com](mailto:contacts@chaosgroupcontacts@chaosgroup.com), postal service, or a delivery service (such as UPS, FedEx or DHL), except that You may not provide notice to Chaos of an Chaos breach by electronic mail. Notices from Chaos to You will be effective (1) in the case of notices by email or website posting, one (1) day after sending to the email address provided to Chaos or posting on the applicable web site, or (2) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to Chaos. You hereby consent to service of process being effected on You by registered mail sent to the address set forth on Your Order Form (or, if no Order Form has been provided, Your last address known by Chaos) if so permitted by applicable law. Notices from You to Chaos will be effective (a) in the case of notices by email, one (1) day after sending to (and receipt by Chaos), or (b) in the case of notices by mail or delivery service, when received by Chaos at their then-current headquarter address as indicated on their Portal. If You have a Subscription or Membership, either party may also provide notice as set forth in the Subscription or Membership Terms.

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You can access a copy of these terms on the Chaos website or any successor or supplemental web page of Chaos.

(version 26/03/2019)

_______END OF THE AGREEMENT_______

End User License Agreement

Last revised on July 6, 2017

This End User License Agreement (the "EULA") is a binding legal agreement between you, as an individual or entity, and Chaos Software Ltd., EIK 131375768, VAT No. BG131375768LTD EOOD, Mladost-1A, block 548 entrance B, 2nd floor, Sofia 1729, Bulgaria ("Chaos Group"). By downloading, installing, or using the V-Ray Swarm application (the "Software"), you agree to be bound by the terms of this EULA. If you do not agree to the EULA, do not download, agree to the terms and conditions, click or check a relevant "I accept " box, or perform any similar act, and/or do not use the Software.

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You acknowledge and agree that in order to acquire and use the Software, you (and any third parties acting on your behalf) may have to provide, and Chaos Group and its resellers (and third parties acting on behalf of Chaos Group and its resellers) may acquire, certain personal information and data with respect to YOU. By accepting the EULA. You hereby consents to Chaos Group processing such information and data. Chaos Group is a registered data administrator (Bulgarian Personal Data Protection Act (01 Jan. 2002 and as amended from time to time)) and as such Chaos Group takes appropriate technical measures to protect YOU's personal information and data. Personal information and data provided to Chaos Group in connection with this EULA may be processed in Bulgaria or any other country in which Chaos Group or its subsidiaries, affiliates or resellers maintain facilities. By acquiring the Software, YOU consents to the transfer of such information outside of YOU's country under terms and conditions which ensure fair protection of data subject's rights. In any case such personal information and data will be processed only for the purposes of this EULA and for the time it is effective, unless the applicable laws provide otherwise in which case the wider limits imposed or implied by law will prevail. Any premature revocation or repudiation of data subject's consent entitles Chaos Group to immediately terminate any associated rights and/or obligations which Chaos Group at its free discretion may consider will not be able to further fulfil.
Personal information and data may be processed only for the performance of this EULA, for administration and authentication purposes necessary for the execution of the EULA, compliance with a legal obligation or to respond to support inquiries.
Chaos Group may provide personal information and data to its subsidiaries and affiliates or Resellers in connection with the provision, maintenance, administration or usage of the Software. Personally identifiable information and data will not be disclosed to external third parties not described herein without YOU's consent. If Chaos Group is required, by law or otherwise, to provide personal information and data to an authorized organization, YOU would be informed prior to such disclosure. YOU's account is password protected and all information is on a secure server, which only a limited number of Chaos Group 's employees can access. If YOU suspects that someone else knows his password, or is using it, YOU shall inform Chaos Group and change the password immediately.
Chaos Group will keep YOU's personal information and data for as long as necessary to fulfil the above purposes or as required provided for by law. YOU may modify and correct incomplete or inaccurate data at any time by notifying Chaos Group of any change to contacts@chaosgroup.com.

6. No Warranty

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE, ANY OTHER SOFTWARE OR SUPPORT OR OTHER SERVICES ARE MADE AVAILABLE ON AN AS-IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND CHAOS GROUP DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT PRODUCT WILL MEET YOUR EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.

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Notices in connection with this EULA will be in writing and will be sent by postal service or a delivery service. Notices will be effective when delivered and received by Chaos Group at Chaos Group's head office address, which currently is: Chaos Software Ltd.LTD EOOD, Mladost-1A, 147, Tsarigradsko shosse, 4th floor, 1784 Sofia, Bulgaria.

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The EULA between you and Chaos Group will be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to conflict of laws principles. The exclusive forum for any disputes arising out of or relating to this EULA shall be an appropriate competent court sitting in Sofia, Bulgaria. The EULA constitutes the entire agreement between you and Chaos Group regarding the Software. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this EULA will remain in full force and effect. You may not assign this EULA, and any assignment of this EULA by you will be null and void. Chaos Software, V-Ray and the V-Ray logo, Chaos Group and Chaos Group logo are registered trademarks of Chaos Software OOD. All other brand names, product names, or trademarks belong to their respective holders, and other ChaosGroup logos and names are trademarks of Chaos Software OOD. You agree not to display or use these trademarks in any manner without Chaos Software OOD's prior, written permission. The section titles and numbering of this EULA are displayed for convenience and have no legal effect.

version 20210223

_______END OF THE AGREEMENT_______

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