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LICENSE
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LICENSE AGREEMENT
V-RAY TRANSLATOR FOR HOUDINI, VERSION 3.0
ACCESSIBLE SOURCE CODE WITHOUT DISTRIBUTION OF MODIFICATION LICENSE
IMPORTANT - PLEASE READ CAREFULLY:
This is a LICENSE AGREEMENT ("AGREEMENT") between Chaos Software Ltd., Mladost-
1A, block 548 entrance B, 2nd floor, Sofia 1729, Bulgaria, (COMPANY) and 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) (LICENSEE). This is a license agreement and not an
agreement for sale.
THE PRODUCT is licensed to LICENSEE only upon condition that LICENSEE accepts
all of the terms and conditions contained herein. By installing, accessing, or
otherwise copying, modifying or using all or any portion of THE PRODUCT,
LICENSEE agrees to be legally bound by THE AGREEMENT. If LICENSEE does not agree
to any or all of the terms in THE AGREEMENT, LICENSEE must not install, access,
or otherwise copy, modify or use THE PRODUCT.
The V-RAY TRANSLATOR FOR HOUDINI works in conjunction with the V-Ray Application
SDK. The terms and conditions for the V-Ray Application SDK shall be arranged in
a separate agreement.
DEFINITIONS:
*) "THE PRODUCT" means the collection of files constituting the V-RAY TRANSLATOR
FOR HOUDINI, VERSION 3.0 product as provided by COMPANY.
*) "Modification" means any changes of THE PRODUCT which were not explicitly
requested by COMPANY.
Works (including, but not limited to, modules and scripts) that merely extend or
make use of THE PRODUCT, do not, by themselves, constitute a Modification. In
addition, such works are not considered parts of THE PRODUCT itself, and are not
subject to the terms of this AGREEMENT.
*) "Source form" means the source code, documentation source, and configuration
files for THE PRODUCT.
*) "Compiled form" means the compiled bytecode, object code, binary, or any
other form resulting from mechanical transformation or translation of the Source
form.
1. GRANT OF LICENSE
1.1. Subject to LICENSEE's continuous compliance with this AGREEMENT and the
restrictions stipulated hereto, COMPANY grants and LICENSEE accepts a non-
exclusive, non-sublicensable right and license:
1.1.1. to use THE PRODUCT and create and use Modifications, provided that
LICENSEE is not allowed to distribute the Modifications or make them
accessible to third parties;
1.1.2. to distribute verbatim copies of the Source form of THE PRODUCT in any
medium without restriction, only free of charge, provided that LICENSEE
duplicate all of the original copyright notices and associated disclaimers. At
LICENSEE's discretion, such verbatim copies may or may not include a Compiled
form of THE PRODUCT.
1.1.3. to apply any bug fixes, portability changes, and other modifications
made available from COMPANY, provided that each and all of them still will be
considered THE PRODUCT, and as such will be subject to this Agreement.
1.1.4. to aggregate THE PRODUCT or Modifications with other products only for
LICENSEE's own use. The terms of this AGREEMENT apply to the use of THE
PRODUCT or Modifications as included in the aggregation.
1.1.5. to link THE PRODUCT and Modifications with other works, to embed THE
PRODUCT or Modifications in a larger LICENSEE's own work, or to build stand-
alone binary or bytecode versions of applications that include THE PRODUCT or
Modifications.
2. LIMITATIONS/RESTRICTIONS
2.1. LICENSEE may not:
a. Distribute LICENSEE's Modifications or make them accessible to any third
parties. Upon LICENSEE's discretion, LICENSEE may make the Modifications
available to COMPANY, so that the COMPANY may include LICENSEE's Modifications
in THE PRODUCT, in which case LICENSEE hereby agrees to grant the COMPANY the
rights to reproduce, modify, distribute, display or perform to the public,
license and distribute and use in any other way LICENSEE's Modifications upon
its own discretion at any time.
b. remove or alter any copyright or other proprietary notice from THE
PRODUCT;
c. use THE PRODUCT in a manner that infringes any third party's copyrights or
any other rights;
d. participate in any illegal, deceptive, misleading or unethical practices
and activities, which may be detrimental to COMPANY or THE PRODUCT;
e. remove or circumvent any restrictions related to using the product with
Houdini Indie and Houdini Apprentice versions.
f. use the product in any way that violates the Houdini end-user license
agreement.
3. COLLATERAL PRODUCTS
3.1. THE PRODUCT may be accompanied, may contain or COMPANY may provide from
time to time other own and/or third party's software, drivers, data, documents,
materials, etc. (COLLATERAL PRODUCTS). COLLATERAL PRODUCTS may include, be
subject to or provided in accordance with other terms in addition to or
different from the terms set forth in this Agreement. Unless such terms are
included or referenced COLLATERAL PRODUCTS are subject to this Agreement. In
case such terms apply LICENSEE agrees to comply with them.
3.2. 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.
4. DELIVERY
COMPANY will furnish THE PRODUCT electronically.
5. OWNERSHIP
5.1. LICENSEE acknowledges and agrees that possession, installation, or use of
THE PRODUCT does not transfer to LICENSEE any title to COMPANY's intellectual
property. COMPANY and its licensors own and retain title to and ownership of,
and all other rights with respect to, THE PRODUCT, THE COLLATERAL PRODUCTS, the
Confidential Information and all copies thereof, including, without limitation,
any related copyrights, trademarks, trade secrets, patents, and other
intellectual property rights. This license does not grant LICENSEE the right to
use any trademark, service mark, tradename, or logo of the COMPANY.
5.2. LICENSEE is granted only such rights as expressly described in this
Agreement, and LICENSEE has no other rights, implied or otherwise.
5.3. Licensee agrees not to assert in any way any patent owned by Licensee
arising out of or in connection with 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.
6. DISCLAIMER OF WARRANTY
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. NO WARRANTY IS FURTHER 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.
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 ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH
LICENSEE. 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.
7. LIMITATIONS OF LIABILITY
UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS
LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO LICENSEE OR ANY OTHER THIRD
PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED
TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES
FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. LICENSEE
ACKNOWLEDGES AND AGREES THAT IN ANY EVENT THE AGGREGATE LIABILITY OF COMPANY AND
ITS LICENSORS ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT AND ANY
COMPANY'S PRODUCT OR SERVICE WILL BE LIMITED, EXCEPT FOR REMEDIES THAT CANNOT BE
EXCLUDED OR LIMITED UNDER LAW, TO THE AMOUNT PAID, IF ANY, BY LICENSEE FOR SUCH
PRODUCT OR SERVICE, EVEN IF THAT AMOUNT MAY BE SUBSTANTIALLY DISPROPORTIONATE TO
THE REMEDY CLAIMED. COMPANY DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO
ANY EXTENT NOT PERMITTED BY LAW.
8. TERM AND TERMINATION
8.1. THE AGREEMENT is not limited with time.
8.2. LICENSEE may terminate THE AGREEMENT at any time by returning and/or
destroying THE PRODUCT, related documentation and all copies thereof.
8.3. THE AGREEMENT will terminate immediately without notice from COMPANY if
LICENSEE fails to comply with any provision of THE AGREEMENT.
8.4. Upon the termination of THE AGREEMENT for whatsoever reason, LICENSEE will
cease all use of THE PRODUCT and destroy all copies, full or partial, of THE
PRODUCT.
8.5. Sections (LIMITATIONS/RESTRICTIONS), (CONFIDENTIALITY AND NON DISCLOSURE),
(OWNERSHIP), (PRIVACY), (DISCLAIMER OF WARRANTY), (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.
9. OTHER PROVISIONS
9.1. 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.
9.2. Licensee may not assign this AGREEMENT or any rights hereunder (whether by
purchase of stock or assets, merger, change of control, operation of law, or
otherwise) without COMPANY's prior written consent, which may be withheld at
COMPANY's sole and absolute discretion, and any unauthorized purported
assignment by LICENSEE will be void. LICENSEE acknowledges and agrees that
COMPANY may assign or sub-contract any of its rights or obligations under this
Agreement.
9.3. In the event any of the terms of THE AGREEMENT is declared void because it
conflicts with the applicable law, the rest of the terms and the AGREEMENT as a
whole will remain in full effect. Such invalid term will be superseded by the
legal provisions.
9.4. Any amendment or modification of THE AGREEMENT shall only be made by an
additional agreement made in writing between the parties (annex) and signed by
both of them.
9.5. No term or provision of this AGREEMENT will be considered waived, and no
breach excused, unless such waiver is in writing signed on behalf of the party
against which the waiver is asserted. No waiver (whether express or implied)
will constitute consent to, waiver of, or excuse of any other, different, or
subsequent breach.
9.6. COMPANY will not be liable for any loss, damage or penalty if PRODUCT is
not performing or LICENSEE is not able to use any or all of the PRODUCT's
features due to a force majeure (including, but not limited to short-circuits,
power outages, internet network malfunctions, administrative limitations and
others such as a war, strike, riot, crime, or an event described by the legal
term "act of God" e.g., flooding, earthquake, etc.) or other causes beyond
COMPANY's reasonable control.
9.7. COMPANY shall keep the right to make any changes, improvements and
corrections it deems necessary of the PRODUCT hereunder.
9.8. This Agreement and any other terms referenced in this AGREEMENT represent
the complete and entire agreement between the parties regarding the subject
matter hereof and supersede any and all prior proposals, agreements,
representations and understandings between the parties, whether written or oral,
regarding the subject matter hereof.
9.9. Headings used in this AGREEMENT are provided for convenience only and
shall not be used to construe meaning or intent.
9.10. V-Ray and the V-Ray logo, ChaosGroup and ChaosGroup logo are registered
trademarks of Chaos Software Ltd. All other brand names, product names, or
trademarks belong to their respective holders.
9.11. Notices in connection with this AGREEMENT will be in writing and will be
sent by postal service, delivery service, or email. Notices will be effective
when delivered and received by COMPANY at COMPANY'S head office address, which
currently is: Chaos Software Ltd., Mladost-1A, 147, Tsarigradsko shosse, 4th
floor, 1784 Sofia, Bulgaria, email: [email protected].