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TERMS AND CONDITIONS
FOR USE OF SOFTWARE PRODUCTS AND CLOUD SERVICES
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By accepting this Agreement You also accept the terms and conditions referred to underneath, for the:
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V-Ray for SketchUp End User License Agreement,
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License Server Agreement,
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Swarm End User License Agreement, and
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Chaos Software Terms of Service, inseparable parts hereto.
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If You do not agree to any or all of the terms in the Agreement, or any other applicable terms and conditions referred to as part of the relationships hereunder 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 or any Services.
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4. LIMITATIONS/RESTRICTIONS
4.1. You may NOT:
a. make copies or otherwise reproduce the Product, except for installing it on Licensee's computers and for back-up copies as specified above;
b. use the Product to develop a new product with the same or similar main function;
c. 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;
d. 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;
e. 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;
f. adapt or reverse compile or reverse engineer or otherwise tamper the whole or any part of the Product;
g. remove or alter any copyright or other proprietary notice from the Product;
h. use any of the Product's components, files, modules, audio-visual content, or related licensed materials separately from the Product;
i. use the Product in a manner that infringes any third party's copyrights or any other rights;
j. participate in any illegal, deceptive, misleading or unethical practices and activities, which may be detrimental to Company or the Product, including but not limited to, using the Cosmos Content to create a Cosmos Result of pornographic nature;
k. 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;
l. use the Product for commercial purposes, unless you acquired Advanced / Commercial or Render Service Provider License;
m. sell, productize or otherwise distribute any individual Cosmos Content on a standalone basis. You may sell, productize or otherwise distribute Cosmos Content that is integrated in a Cosmos Result.
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2.1. Subject to Your continuous compliance with the Agreement and the restrictions agreed between You and Trimble (or the Company), You are granted hereby, and You accept, a non-exclusive, non-sublicensable and non-transferable (except if the latter is permitted by applicable law) right and license:
a. 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;
b. to load the Product, to execute it, to use it, to transmit it to a distance, to keep it on a computer storage device;
c. to create a back-up copy of the Product, if that is needed for the specific use that the Product 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;
d. 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;
e. to use the Product, 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 considering applicable restrictions. The Product is in use for the duration that it keeps engaged a license from the license server;
f. to use the Product as may be additionally restricted and limited by SketchUp Studio terms and conditions, in this End User License Agreement, the Product section and/or supporting documentation.
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2.2. Available Licenses (depending on the Product You choose to be licensed) may be some, either of the following or all of them:
2.2.1. For the Product:
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Workstation license. 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.
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Universal Render node. 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.
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2.2.2. The term of each of the licenses acquired under the End User License Agreement is concurrent with the term of Licensee’s license to use SketchUp Studio.
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4.5. You may not, in addition to any other restrictions contained elsewhere:
a. use the Product without payment of the attributable license fees after expiration of the Trial License.
b. benefit commercially from using the Product in the authorized manner.
4.6. The Trial License may be limited with a term and will be effective until terminated or You chooses to use the Product under the standard terms and conditions for the Product, in return for a license fee, stipulated in the other sections of this Agreement, whichever occurs earlier.
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1.1. Grant of non-sublicensable, non-exclusive, non-transferable (except if the latter is permitted by applicable law) right and license:
a. to install the License Server, to load it, to view it on a computer screen, to execute it, to use it, to transmit it to a distance, to keep it on a computer storage device;
b. to create a back-up copy of the License Server, if that is needed for the specific use that THE LICENSE SERVER has been acquired for and You keep all copyright notices and other marks of ownership on each copy, or partial copy, of the License Server, if any. The back-up copy is for Your own internal use only and cannot be provided to any third parties;
c. to benefit commercially from using the License Server in the authorized manner considering the restrictions below.
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1.2. The Company licenses to You the rights referred to above for 1 (one) copy of the License Server.
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1.4. By this License Server Agreement no intellectual property rights of Company, or other rights not specified herein, respectively, are being transferred or licensed to You.
2. RIGHTS AND OBLIGATIONS OF THE COMPANY
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3. YOUR RIGHTS AND OBLIGATIONS
3.1. You shall not:
a. make copies or otherwise reproduce the License Server except for back-up copies made only for their own usage and which cannot be provided to any third parties;
b. replicate the dongle, if any;
c. use the License Server, the dongle and/or the license files to develop new software which is substantially similar to the expression of the License Server and/or the license files;
d. redistribute or give away in any way (lease, rent, lend, donate, exchange, share or other) the License Server,the dongle, and/or the license files to any third parties. You are not allowed to sell, transfer, assign or grant access to the acquired License Server, the dongle and/or the e. license files to a third party. You ensure that the License Server, the dongle and the license files are 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 License Server Agreement by Your employee;
e. The License Server, the dongle and the license files cannot be used for commercial render-farm service that provide third parties with contracted/on demand rendering services. Render-farm service providers will need a separate agreement with the Company;
f. make any translation, adaptation, arrangement and any other alteration of the License Server and/or the license files or make any reproduction, distribution, communication, display or performance to the public of the results of such acts;
g. adapt or reverse compile or reverse engineer the whole or any part of the License Server;
h. adapt or reverse engineer or otherwise tamper with the dongle and/or the license files;
i. remove or alter any copyright or other proprietary notice from the dongle and/or the license files;
j. use the License Server and/or the dongle and/or the license files in a manner that infringes any third party's copyrights or any other rights;
k. participate in any illegal, deceptive, misleading, unethical practices and activities which may be detrimental to the Company.
3.2. You shall notify the Company immediately if You becomes aware of any unauthorized use of the whole or any part of the License Server and/or the dongle and/or the license files by any third party. The notification shall be made to: contacts@chaosgroup.com.
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4.1. License Server may include one or more protection schemes to prevent usage of unlicensed copies of the Products, as follows:
a. the dongle, and/or
b. an internet connection to the Company's online licensing service, and/or
c. the license files
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4.2. If the dongle proves to be defective within 24 months from the receipt, and the defect is not a result of physical damage, improper handling or any other improper use as specified by the manufacturer, the Company shall replace it after receiving the defective one. All shipping costs and any other taxes are to be covered by You.
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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 Feedback regarding the Offering/ Service, including suggestions regarding viability and functionality of the Offering/ Service. If You submit feedback Feedback or suggestions about the Offering/ Service, Chaos may use Your feedback 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.
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"Effective Date" means the date You first agree to these Terms and these Terms, and/or any of their further amendments, 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, Content and/or Result.
"Materials" means SDKs (software development kits) and other toolkits, libraries, scripts, reference or sample code, and similar developer materials included in the Offering.
"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).
"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, free or paid, 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" or “Your Users” means cumulatively: a) Your individual employees and Your consultants, contractors, agents and others b) with whom you conduct business, including but not limited to, for the internal purposes of Your enterprise, c) for whom You have purchased subscriptions Subscriptions to a Service, and/or d) who access and use the Service only for Your benefit or as part of Your project, and/or for their own benefit based on Your assignment.
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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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 PoliciesTerms.
4.2.1. By creating, submitting, posting or otherwise making Your Content or Result available to Chaos and/or others, You acknowledge and agree that:
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11.14.3.In the event of such termination by You, Chaos (or the applicable third party) will may refund the prorated portion of any prepaid fees, if any, applicable to the remaining term after the effective date of termination. Such date will be the end of the Term of Your Services.
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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.