END USER LICENSE AGREEMENT
This End User License Agreement (“EULA”) is a legal agreement between YOU the user (or “license”e), and Anyverse S.L. (the licensor) the provider of Anyverse Studio (the “Software”) Rendering Service (the “Service”). By accessing or using the Product or Software and or the Service, you agree to be bound by the terms and conditions of this EULA. If you do not agree to the terms and conditions of this EULA, you may not install or use the Software and or the Service. Also, if you do not agree to all of these terms and conditions, then you must promptly return the Software to the place of business from which you obtained it in accordance with any return policies of such place of business. Return policies may vary between or among resellers, and you must comply with your particular reseller’s return policies as agreed at the point of purchase.
1. Purpose of the Agreement
The LICENSOR grants the LICENSEE a non-exclusive, non-transferable, perpetual, subscription or trial license to use the SOFTWARE PRODUCTS listed therein and under the terms thereof.
By virtue of accepting the terms and conditions established in this EULA the LICENSEE does not acquire any ownership of copyright or other intellectual property rights in any part of the SOFTWARE PRODUCTS or SERVICE.
The LICENSEE is only entitled to use the SOFTWARE PRODUCTS and SERVICE in accordance with the terms and conditions set forth in this EULA.
By using the SOFTWARE PRODUCTS and or the SERVICE, the LICENSEE agrees to accept the terms and conditions established in this EULA.
Upon payment of the license fees, established in the commercial agreement, the LICENSEE will be sent details on where to download the registered edition of the SOFTWARE PRODUCTS and will be provided by email or a controlled access webpage with the suitable permanent or temporary software “key” depending on the commercial agreement reached with THE LICENSEE.
Alternatively, if the SOFTWARE PRODUCTS have an online component or cloud Service, access will be provided when the LICENSEE subscribes to the service upon accepting the commercial terms and conditions.
2. Items provided by LICENSOR
- LICENSOR will provide the LICENSEE with the SOFTWARE. The SOFTWARE format will be executable object code which can be downloaded by file electronic transfer. The Documentation will be delivered on executable text files in electronic format so it can be printed. The LICENSEE can copy, print or reproduce the Documentation with no restrictions, as long as copyright and property notes are reproduced similar to the original. The SOFTWARE documentation will only be given under License for internal aims, not commercial ones.
- LICENSOR will give the LICENSEE a copy of the SOFTWARE modules for each computer on which it will be executed.
- LICENSOR will provide the LICENSEE access to use the Product and Services using unique credentials when the LICENSEE subscribes to the service upon accepting the commercial terms and conditions.
- The LICENSEE recognizes and accepts to have verified the SOFTWARE and that it applies to the usages he wants to give it. The CUSTOMER also recognizes not having been influenced by LICENSOR’s evaluations while making his decision.
3. License Rights
Regarding the Licence’s single payment or subscription fee to be realized by the LICENSEE, LICENSOR allows the LICENSEE a non-exclusive SOFTWARE license, to be used by his workers with the aim of installing and using the SOFTWARE for his own commercial and internal matters.
The guaranteed license described in clause 9 will expire 30 days after the Delivery Date if LICENSOR does not receive the amount to be paid for the license. When the SOFTWARE is used through the online service, the service can be suspended when LICENSOR does not get paid at the end of the billing period established in the commercial agreement. In the case that the license expired due to lack of payment, the SOFTWARE will no longer work. This is due to design and it is not a SOFTWARE defect. In this case, LICENSOR will re-establish the SOFTWARE functionalities on the first working day after LICENSOR has received the amount to cover the license.
The CUSTOMER will be able to make additional copies of the SOFTWARE as long as those are necessary for their usage. The CUSTOMER can also copy the SOFTWARE in order to save security copies. He should also reproduce and include the SOFTWARE copyright and ownership notes in any copy in the same way as they appear on the original copies given to the CUSTOMER.
The SOFTWARE is configured by LICENSOR. The SOFTWARE license is given “By User”. The CUSTOMER understands that the SOFTWARE imposes this restriction and that if the SOFTWARE does not work in agreement with the Documentation because the number of users required is higher than the number of users licensed, and therefore it is not due to a SOFTWARE defect.
LICENSOR reserves the whole of the SOFTWARE rights which have not been specifically given by this License Agreement.
4. Restrictions
You may not:
- Sell, rent, lease, license, distribute, or otherwise transfer the Software and or the Service or any part thereof to any third party;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of the Software and or the Service;
- Modify, alter, or create derivative works based on the Software and or the Service;
- Use the Software and or the Service in any manner that violates any laws, regulations, or third-party rights; or
- Use the Software and or the Service in any manner that could damage, disable, overburden, or impair the Software and or the Service or interfere with any other party’s use of the Software and or the Service.
5. Ownership
- Any rights on the Products or Service, partial or full copies thereof, as well as any related documents provided by the LICENSER, are and shall always be the exclusive property of the LICENSER.
- The LICENSEE agrees not to sell, resale, lease, sublease or reproduce, copy, or transfer in any way, whether totally or partially, the Products or Services herein.
- The LICENSER shall remain the sole proprietor of the ownership, royalties and all copyrights and patent rights on the Products and Service. The SOFTWARE PRODUCTS and SERVICE are protected by copyrights as well as by the applicable International Copyright Laws and Treaties.
- No right whatsoever concerning the usage, modification, license or any other type of exploitation of any of the brands, trade names, logos, websites, domain names, or any other Patent Rights which may be the property of the LICENSER, are hereby granted.
- Specifically, The LICENSEE is not licensed nor authorized to develop the SOFTWARE PRODUCTS or SERVICE or to create new versions of the same. Updates and upgrades to the SOFTWARE or SERVICE may be provided by the LICENSER from time-to-time upon the terms and conditions offered at each time. The LICENSER may provide updates and upgrades to the SOFTWARE or SERVICE for free or for any charge and through its chosen manner of access and distribution, all in the LICENSER’s sole discretion.
- All software tools, 3D sceneries, 3D assets, core technologies, and associated IP involved in the production of datasets are exclusively owned by Anyverse and remain its sole property.
- The Client exclusively owns all synthetic data created with Anyverse. Sublicensing and reselling restrictions of synthetic data may apply.
6. Maintenance and Support
The standard Maintenance and Support Service (also referred to as the “M&S”) is included with the subscription SOFTWARE PRODUCTS and SERVICE. The terms and conditions stipulated in this section shall be applicable:
6.1 General Conditions for the Provision of Maintenance and Support Services.
The standard M&S Service is included and provided with the subscription of the SOFTWARE PRODUCTS and SERVICE. The term counts from the day of invoice of the subscriptions to the end of such subscription period (hereafter the “Service Validity Period”).
The M&S shall be understood as referring to the latest version of the product launched by the LICENSER, to its immediately previous version, and in any case to those versions created during the term of the corresponding current M&S.
6.2. The maintenance and support service level includes the following:
LICENSEE Services: E-mail support with our commitment to reply within 48 hours, except in those cases where queries are placed during public holidays or when the Customer Services Centre is closed. Queries shall be sent by E-mail to the following email address: support@anyverse.ai
Customer services shall only be provided in two languages, English and Spanish; both parties agree to and declare themselves to be satisfied by this arrangement.
When Licensee is using first level support from an authorized LICENSER Partner, all requests and inquiries will be sent to that company only.
Those using Customer Services shall provide the following information when making queries:
- Full information of the contact person (name and surname, department, E-mail and telephone number).
- License subscription details (company and license administrator name and email)
- A clear and specific description of the problem or query.
6.3. The service will not include:
The correction of mistakes that may be attributed to a manipulation of the program or service by personnel not authorized by the LICENSER, or the necessary tasks to reestablish the previous situation derived from incorrect operations by the client, causing losses, destruction and/or disruption of Programs and/or data.
The program adaptation to the specific circumstances of each LICENSEE.
The correction of anomalies exclusively attributed to the hardware used, the shortcomings in the work environment conditions, together with cuts-off or problems in the electricity supply and which, therefore, have no relation with the Program.
The repair of the damages caused by computer viruses or faults in other Programs not related to this contract.
Travel expenses accumulated by the M&S service.E
7. Termination
7.1. Notwithstanding Clause 1 above, the LICENSOR may terminate this EULA if The LICENSEE fails to comply with the terms and conditions established hereunder. Upon termination, the LICENSEE or the LICENSEE representative shall destroy all copies of the SOFTWARE PRODUCTS and all of its component parts or otherwise return or dispose of such material in the manner directed by the LICENSOR.
7.2. The LICENSEE agrees to indemnify, hold harmless, and defend the LICENSOR and its suppliers and resellers from and against any and all claims or lawsuits, including attorney’s fees, which arise out of or result from your breach of any of the terms and conditions of this EULA.
The LICENSOR will use reasonable organizational, technical, and administrative measures designed to protect the confidentiality of the personal data submitted by the LICENSEE, as well as any measures necessary for their processing according to the observance of the applicable regulations in force on the protection of data.
The personal data that the LICENSEE provides to the LICENSOR will be processed by Anyverse S.L., VAT or NIF ES B-81938813, located in Madrid, Spain, Principe de Vergara 1023, Phone +34 917 160 214 to use them for the maintenance of the business relationship between the LICENSOR and the LICENSEE, to inform the latter of future products that affect the development of the LICENSOR and for other purposes as described in our Privacy Policy available at https://anyverse.ai/privacy-policy/.
Personal information collected in transactions with the LICENSOR may also be stored and processed in the United States or any other country in which we have facilities or in which we engage vendors. By using the services, you understand that your information may be transferred to countries outside of your country of residence, which may have data protection rules that are different from those of your country, as described in our Privacy Policy.
To know more about our privacy practices, visit https://anyverse.ai/privacy-policy/.
9.2. The SOFTWARE and SERVICE is delivered on an “AS IS” basis. LICENSER does not guarantee that the Product will operate without interruption or that it will meet the LICENSEE’s expectations or commercial ne-cessities. If the Product contains errors, the LICENSER will act in accordance with the provisions of the legislation applicable at each moment.
9.3. The previous guarantee will not be applicable in the following cases:
- When the product/s and or service has/have not been used according to the instructions specified in the User Manual.
- When the initial configuration, requirements or specifications that appear in the User Manual have been modified.
- When the LICENSEE’s equipment or main accessories do not work properly due to causes that cannot be attributed to the LICENSER.
- When the software installed in the equipment in which the SOFTWARE PRODUCTS are to be used is not original or has operational dysfunctions, or is incompatible with the SOFTWARE PRODUCTS or SERVICE.
- When the SOFTWARE PRODUCTS or SERVICE have been damaged, whatever the cause, by the LICENSEE’s software or hardware.
10. Limitation of Liability
10.1. Both parties agree and state that in no case the LICENSER nor any of the members of his/her busi-ness group, agents, employees or independent personnel will be held, nor be expected to be held, li-able before the LICENSEE for:
- Loss of benefits, income or clients, loss or waste of the organization time of other employees (whether directly or indirectly);
- Loss or destruction of data (whether directly or indirectly);
- Any indirect, special, incidental or general loss or damage, no matter how it is caused, even if the provider has been informed of the loss or damage risk and even if the LICENSER or the LICENSEE has been informed of the possibility of such loss or damage, whether it is due to neg-ligence, a minor fault, breach of contract or anything else.
- The LICENSER will not be held liable for any defect, anomaly or error in the PLASTIC SCM product operation.
Specifically, LICENSER shall not be deemed as liable in cases of direct or indirect, incidental or consequential damages when a Trial or Evaluation copy of Anyverse Studio downloaded through the Internet for trial purposes. In this case, LICENSEE or subscriber of the Trial Edition of Anyverse Studio downloads the SOFTWARE PRODUCTS at his/her own risk and only for trial purposes.
10.2. The terms of this Contract include the totality of the obligations and responsibilities of the LICENSER regarding the licensed Product and Service, the documents related thereof, and the Service provided. Therefore, the terms stated in this contract replace any other guarantee, condition, term, agreement and obligation, either express or implicit, imposed by law, by consensus, by habit, commercial custom or in any other way and, especially, the guarantees of quality and adaptation to a specific purpose, of diligence and/or reasonable ability, all of which are expressly excluded insofar as it is permitted by the appli-cable imperative law.
10.3. Subject to what is stated previously, both parties expressly agree to establish the maximum liability limit of the LICENSER derived from this contract or in relation therewith, for any concepts, whether it is contractual or non-contractual fault, negligence or punitive compensations or of any other nature, at an amount equal to the sum received by the LICENSER from the LICENSEE derived from the purchase of the corresponding License/s object of the complaint.
11. Language
The parties hereto confirm that it is their wish that these Conditions as well as other documents relating hereto have been and shall be drawn up in English only. This English version shall be valid and enforceable between the parties and both of them understand entirely any and all of its clauses.
12. Miscellaneous
10.1. Likewise, both parties agree that, in case any clause and/or mention of this agreement was declared null or annullable by a competent person or entity to do so in accordance with the applicable legisla-tion in force at each moment, and as long as these clauses are not of an essential nature for the pr-sent agreement, the rest of the clauses and provisions of the present agreement will remain in force and will be applicable in the terms established in this agreement.
10.2. This EULA (including any addendum or amendment to this EULA included with the SOFTWARE and or SERVICE) is the final, complete and exclusive statement of the entire agreement between the LICENSEE and the LICENSER relating to the SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained in this EULA, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, “clicking-through” a questionnaire, etc.) Employees, agents and other representatives of the LICENSER are not permitted to orally modify this EULA.
13. Modifications
LICENSOR may change this EULA or any of its components by updating this EULA on www.anyverse.ai/eula. Changes to the EULA apply to any Entitlements acquired or renewed after the date of modification.
14. Retroactive Effect
LICENSEE acknowledges and accepts all provisions of the EULA with retroactive effect, from the moment it became LICENSEE of Anyverse Studio and or the Service.
15. Conflict resolution
15.1.The present contract and the rights and obligations deriving therefrom will be governed by the provisions of the Spanish Laws in force at the acceptance of the present document.
15.2. Any dispute, conflict and/or discrepancy that may arise or related in some way to the present Contract will be exclusively resolved by the Jurisdiction of the court in Madrid, Spain for any kind of arbitration or dispute regarding this Agreement. Both parties expressly renounce their own Jurisdiction.
The LICENSOR and the LICENSEE expressly accept this clause and agree to submit to the court and to comply entirely with the provisions of the decision putting an end to the conflict.
END OF END USER LICENSE AGREEMENT – Copyright ANYVERSE SL – 2022
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