iPi Studio EULA

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End-User License Agreement

This End-User License Agreement (this "Agreement") is a legal contract between you, as either an individual or a single business entity, and iPi Soft LLC and its affiliates ("IPI SOFT").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING IPI SOFT’S PROPRIETARY SOFTWARE (THE "SOFTWARE") OR OBTAINING A LICENSE KEY TO THE SOFTWARE OR USING THE SOFTWARE.

The software is copyrighted and it is licensed to you under this agreement, not sold to you. By downloading the software or obtaining a license key to the software, you acknowledge that you have read this agreement, that you understand it, and that you accept and agree to be bound by its terms. If you are not willing to be bound by the terms of this agreement, you should click the "I do not accept" button below, terminate the download or installation process, and refrain from accessing or using the software. This agreement represents the entire agreement between you and IPI SOFT concerning the software, and this agreement supersedes and replaces any prior proposal, representation, or understanding you may have had with IPI SOFT relating to the software.

This software contains Autodesk® FBX® code developed by Autodesk, Inc. Copyright 2013 Autodesk, Inc. All rights, reserved. Such code is provided “as is” and Autodesk, Inc. disclaims any and all warranties, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. In no event shall Autodesk, Inc. be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of such code.

This software contains LZ4Sharp code, licensed under the BSD license. Copyright © 2011, Clayton Stangeland. Such code is provided by the copyright holders and contributors "as is" and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the copyright owner or contributors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this code, even if advised of the possibility of such damage.

This software uses or contains parts from the open source libraries:

1. License

1.1. Grant of License.

IPI SOFT hereby grants to you, and you accept, a limited, nonexclusive license to use the Software in machine-readable, object code form only, and the user manuals accompanying the Software (the “Documentation”), only as authorized in this Agreement. For purposes of this Agreement, the “Software” includes any updates, enhancements, modifications, revisions, or additions to the Software made by IPI SOFT and made available to end-users through IPI SOFT’s web site. Notwithstanding the foregoing, IPI SOFT shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.

1.2. Scope of Use.

Software license is time-limited. Each license has its subscription period starting from the date of initial activation. You may use one copy of the Software activated by a license key on a single computer (virtual or physical) owned, leased, or otherwise controlled by you, at a single time. If you have multiple license keys for the Software, you may make and use as many copies of the Software as you have license keys. Add-ons for the Software require a separate license key (further referred to as Add-on License Key). Add-on License Key gives access to additional features and must be used on the machine with activated license key for the Sofware. For purposes of this Agreement, “use” of the software means loading the Software into the temporary or permanent memory of a computer. Installation of the Software on a network server solely for distribution to other computers is not “use” of the Software, and is permitted, as long as you have a license key for each server (virtual or physical) to which the Software is distributed. The Software may not be used on or distributed to a greater number of computers than you have license keys. If you use or distribute the Software to multiple users, you must ensure that the number of users does not exceed the number of license keys you have obtained, or you will be in breach of this Agreement.

1.3. Copies and Modifications.

You may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. You may make one copy of the Software, the Documentation, and any license keys that you have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the Software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control.

1.4. Description of Other Rights and Limitations.

  • Assignment of Rights. You will not license, sublicense, sell, resell, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software, Documentation, or license keys available to any third party without prior written consent of IPI SOFT.
  • Rental. You will not rent, lease, or lend your rights in the Software, Documentation, or license keys, as granted by this Agreement, to any third party without prior written consent of IPI SOFT.
  • Service. You will not act as a service bureau or free service for processing with the Software videos provided by any third party without prior written consent of IPI SOFT. This does not impose any limitation on your right to act as a service bureau or free service for producing 3D content with the Software, provided that you do not use the Software to process videos provided by any third party.
  • Educational Use. If the Software purchased under the terms of IPI SOFT's educational licensing program, at an educational discount price, the license is limited to use in an educational context, either for self-education or use in an educational institution for teaching purposes. You will not use educational license for commercial, professional or for-profit purposes.
  • Trial Version. Trial Version means a version of the Software for use under a limited Trial License only to review, demonstrate and evaluate the Software for a limited time period of 30 days. You will not (i) install or use more than one copy of the Trial Version, (ii) alter the computer system to enable the use of the Trial Version for a period in excess of 30 days, (iii) use or distribute to any third party the product produced with Tiral Version for any commercial purpose, and (iv) use the Trial Version for a purpose other than the sole purpose of determining whether to purchase a license to a commercial or education version of the software.

2. Intellectual Property and Confidentiality

2.1 Use Reporting, License Violations and Remedies.

IPI SOFT reserves the right to gather data on key usage including license key numbers, model of CPU and Motherboard, model and serial number of HDD, MAC address of network adapter, SID of OS user and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this End-User License Agreement. Any unauthorized use shall be considered by IPI SOFT to be a violation of this End-User License Agreement. You agree not to block, electronically or otherwise, the transmission of data required for compliance with this agreement. Any blocking of data required for compliance under this agreement is considered to be violation of this agreement and will result in immediate termination of this Agreement pursuant to Section 4.

2.2 License Automatic Update and Expiration.

Your license may include an expiration date that can result in the termination of the license. For permanent (non-lease) license keys, the license updates automatically except if IPI SOFT determines that a license is used in violation of the terms of this Agreement. If your license key is stolen, or if you suspect any improper or illegal usage of your license outside of your control you should promptly notify IPI SOFT of such occurrence. A replacement license will be issued to you and the suspect license will be allowed to expire. For lease licenses, your monthly payment for each month must be processed prior to the expiration date in order for the license updates to be performed. For your convenience IPI SOFT provides license expiration warnings in the product interface should there be any issues that would cause the product license to eventually expire. It is your responsibility to contact IPI SOFT regarding any potential expiration that you deem inappropriate. IPI SOFT shall not liable for any damages or costs incurred in connection with the expired licenses.

2.3 Proprietary Rights to Software and Trademarks.

You acknowledge that the Software and the Documentation are proprietary to IPI SOFT, and the Software and Documentation are protected under United States copyright law and international treaties. You further acknowledge and agree that, as between you and IPI SOFT, IPI SOFT owns and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any ownership interest in or to the Software or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that IPI SOFT uses in connection with the Software or with services rendered by IPI SOFT are marks owned by IPI SOFT. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

2.4 Confidentiality.

You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Software, Documentation, or any license key to any third party. You will use your best efforts to cooperate with and assist IPI SOFT in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.

3. License Fees

The Software will be available to you for use upon your receipt of one or more license keys. Upon acceptance of this Agreement, you may obtain one or more license keys by paying the requisite license fees, using the procedure set forth on IPI SOFT web site. The license fees paid by you are paid in consideration of the license granted under this Agreement. IPI SOFT does not refund license fees. By accepting this Agreement you fully understand that once license fee payment is made to IPI SOFT you will have no recourse for receiving a refund of any part of the fees.

4. Term and Termination

This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated. Without prejudice to any other rights, this Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. If you are leasing the Software, and fail to pay the applicable license fees, IPI SOFT shall have the right to shut down your copy of Software. You may terminate this License Agreement at any time by: (i) providing written notice of your decision to terminate the Agreement to IPI SOFT and (ii) either returning the Software, Documentation, all copies thereof, and all license keys that you have obtained to IPI SOFT or destroying all such materials and providing written verification of such destruction to IPI SOFT. IPI SOFT may terminate this License Agreement if you breach any term of the Agreement by giving you written notice of your breach and IPI SOFT’s decision to terminate the Agreement. Upon termination of the Agreement by IPI SOFT, you agree to either return to IPI SOFT the Software, Documentation, all copies thereof, and all license keys that you have obtained, or to destroy all such materials and provide written verification of such destruction to IPI SOFT.

5. Indemnification

You will, at your own expense, indemnify and hold IPI SOFT, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Software by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.

6. Disclaimer

The software and documentation are licensed “as is,” and IPI SOFT disclaims any and all other warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, to the extent authorized by law. Without limitation of the foregoing, IPI SOFT expressly does not warrant that the software will meet your requirements or that operation of the software will be uninterrupted or error free. You assume responsibility for selecting the software to achieve your intended results, and for the results obtained from your use of the software. You shall bear the entire risk as to the quality and the performance of the software.

7. Limitation of Liability

In no event shall IPI SOFT be liable to you or any party related to you for any indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits, even if IPI SOFT has been advised of the possibility of such damages.

8. General Terms

8.1 Governing Law and Choice of Forum.

This Agreement shall be governed by and interpreted in accordance with the laws of Russian Federation, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the court of arbitration in Moscow, Russian Federation. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.

8.2 Severability.

If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.

8.3 Survival.

Articles 2, 5, 6, 7, and 8 of this Agreement and all Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely.

8.4 Headings.

The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8.5 No Waiver.

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

8.6 Amendment.

IPI SOFT reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.ipisoft.com the most current version will prevail. If you do not accept amendments made to this agreement, then this license will be immediately terminated pursuant to Section 4.

8.7 Taxes.

You shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of IPI SOFT. You shall reimburse IPI SOFT for the amount of any such taxes or duties paid or incurred directly by IPI SOFT as a result of this transaction.