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GENERAL TERMS & CONDITIONS
Last updated - May 25th 2016
PLEASE READ THE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR THE COPYRIGHT WORK.
CLICKING THE "I AGREE" BUTTON FOR DOWNLOADED SOFTWARE OR COPYRIGHT WORKS, OR BREAKING THE SEAL OR OPENING THE SLEEVE OF THE CD-ROM OR DVD-ROM OR MEMORY CARD FOR PRE-INSTALLED SOFTWARE, OR USING THE SOFTWARE OR COPYRIGHT WORKS MEANS THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE CONSUMER, YOU UNDERSTAND AND AGREE THAT BY DOWNLOADING ANY SOFTWARE OR COPYRIGHT WORK IMMEDIATELY AFTER ACCEPTING THIS AGREEMENT, YOU ARE HEREBY LOSING YOUR WITHDRAWAL RIGHT.
ACCEPTANCE
Your Use of the Software or the Copyright Works is subject to your acceptance of these General Terms and Conditions as well as your acceptance of additional terms and conditions. The Agreement incorporates by reference the following documents: (i) these General Terms and Conditions containing the general terms and conditions applicable to all Allegorithmic Software and all Copyright Works; (ii) the Specific Terms and Conditions containing the additional terms for the particular Software or Copyright Work you are licensing and related fees, (iii) any Third Party Licenses governing the use of certain third party software which might be embedded in the Software or in the Copyright Work you are licensing under the Agreement. When the term “Agreement” is used in any of these documents, Allegorithmic is referring collectively to all of them i.e. to (i), (ii) and (iii) above. The Agreement is effective as of the date You accept the Agreement as part of Allegorithmic’s online licensing process.
In the event of a conflict between the terms set out in these General Terms and Conditions and the terms set out in the Specific Terms and Conditions, the terms of these General Terms and Conditions shall prevail unless expressly stated otherwise in the Specific Terms and Conditions.
1. DEFINITIONS
In this Agreement, capitalized terms shall have the meaning ascribed to them in this Section 1 or elsewhere in this Agreement.
“Agreement” includes (i) these General Terms and Conditions, (ii) the Specific Terms and Conditions and (iii) the Third Party Licenses which are incorporated hereto by reference.
“Allegorithmic” means a French limited liability company with its registered office at 31 rue Gonod, 63000 Clermont-Ferrand, France, which is developer and sole owner of the Software and certain Copyright Works, subject to third party’s rights into the Software.
“Allegorithmic Copyright Work” means a Copyright Work owned by Allegorithmic.
“Copyright Work” means interactive media content including without limitation materials, brushes, patches, High Dynamic Range Images (HDRI’s), meshes, Substances and any other form of works which are subject to copyright laws, that are distributed either through (i) an Allegorithmic proprietary License on Substance Store or another proprietary Allegorithmic platform or (ii) a Creative Commons License on Substance Share.
“Commercials Terms” means the Fees payable by You as set out on the Allegorithmic Website, quotes, invoices, price list, or applicable Specific Terms and Conditions as the case might be, for You Use of the Software or the Copyright Works.
“Commercial Use” means the Use of the Software or the Copyright Works for direct or indirect income-generating purposes.
“Consumer” means an individual person acquiring the Software or the Copyright Work for purposes which are outside of that individual’s trade, business, craft or profession, and that such individual is not making any Commercial Use of the Software.
“Creative Commons License” means a public license governing Your Use of any Copyright Works distributed on Substance Share.
“Documentation” means the user manuals, instructions and tutorials for the Software or the Copyright Works owned by Allegorithmic that Allegorithmic generally makes available to its end-user customers.
“Evaluation Software” means a limited version of the Software, which is licensed to You under an Evaluation License.
“Evaluation License” means a License granted to the User for the Evaluation Software for the Evaluation Term, to enable the User to evaluate the Software in connection with the User’s internal business purposes to determine whether to purchase the non-evaluation version of the Software. Commercial Use, publishing or redistribution of the Software, the Substances or the Licensee Content is strictly forbidden under an Evaluation License.
“Evaluation Term” means the limited agreed upon duration, generally of thirty (30) days unless agreed expressly otherwise by Allegorithmic, during which the Evaluation Software may be Used by You under the Evaluation License.
“Fee” shall mean any fee, cost and expense as set out in the Commercial Terms that are payable for Your Use of the Software or the Copyright Works.
“Floating License” means a License for the Software for Use of the Software by several individual Users simultaneously on any number of computers provided that a License for each such individual User has been purchased. Such Floating License is not available on the Allegorithmic website and must be subscribed to separately by contacting Allegorithmic directly.
“Intellectual Property Rights” means any current and future intellectual property rights, including copyrights, trademarks, trade names, business names, domain names, design rights, inventions, confidential information, trade secrets and know-how including commercial know-how, patents, utility models, database rights, and all similar or analogous proprietary rights of whatever nature and in each case in any part of the world and whether or not registered or registrable including, in relation to the above, all granted registrations and all applications for registration and any renewals, reversions, and extensions.
“Legal Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization, and includes, without limitation, any government, non-for-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university.
“License” shall mean the limited right to Use the Software or the Copyright Works as further detailed in these General Terms and Conditions and in the applicable Specific Terms and Conditions.
“Indie License” means a License to Use the Software granted to either a (i) commercial Legal entity with annual gross revenue not exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year or (ii) an educational, academic, non-profit or government Legal Entity., with annual budget not exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year.
“Licensee Content” means textures, images, Substances or other content otherwise called derivative work that You developed from Your Use of the Software or the Copyright Works.
“Non-Commercial Use” means Your Use of the Software or the Copyright Works for all purposes in compliance with the terms of this Agreement but excludes expressly all Commercial Use.
“Professional User” means a User making any Commercial Use of the Software and/or the Copyright Works, provided that such User may be subscribing to an Indie License or a Pro License.
“Pro License” means a License to the Software granted to either (i) a commercial Legal entity with annual gross revenue exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year. or (ii) an educational, academic, non-for-profit or government Legal Entity, with annual budget exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year.
“Software” means the Allegorithmic proprietary software product, licensed to You under the Specific Terms and Conditions that Allegorithmic and You entered into.
“Specific Terms and Conditions” the specific terms and conditions containing the additional terms including the applicable Fees if any, governing Your Use of a particular Software or Copyright Work.
“Substance”: means the texture and/or filter either created from Your Use of the Software or made available to You as a Copyright Work.
“Substance Database” means the database owned and operated by Allegorithmic from which a User may purchase Allegorithmic Copyright Works.
“Substance Share” means the free on-line peer-to-peer exchange platform owned and operated by Allegorithmic from which a User may share, Use and build on the Copyright Works to create its Licensee Content in accordance with the Creative Commons License.
“Substance Store” means the proprietary on-line store owned and operated by Allegorithmic from which a User may purchase Copyright Works, the Software and any other products and services that Allegorithmic distributes from time to time.
“Term” means the duration of the License granted to You under the Agreement as set out in Section 12.1 of the General Terms and Conditions.
“Third Party Licenses” means the terms and conditions of any third party software which is embedded in the Software.
“Third Party Provider” means a person not affiliated to Allegorithmic that provides Copyright Works on Substance Share and/ or Substance Store.
“Use” means the loading, installation and use of the Software or the Copyright Works in accordance with the terms of the Agreement.
“User” means an individual person who is authorized by Allegorithmic to Use the Software or the Copyright Works.
“You” means the User or the Legal Entity Using the Software or the Copyright Works as licensee.
“Your” means relating to You or made or done by You.
2. CONDITION PRECEDENT TO THE LICENSING OF ANY SOFTWARE OR COPYRIGHT WORK
You must accept the Specific Terms and Conditions applicable to a particular Software or Copyright Work to be entitled to Use any Software or Copyright Work. Your acceptance of these General Terms and Conditions alone does not grant you a right to Use any Software or Copyright Work. Furthermore, Your acceptance of the Specific Terms and Conditions for a particular Software or Copyright Work does not automatically grant You a right to Use other Software or Copyright Works unless and until You accept the Specific Terms and Conditions applicable to the particular Software or Copyright Works you intend to Use.
3. GENERAL RESTRICTIONS APPLICABLE TO THE SOFTWARE
With respect to the Software and except as expressly permitted under the Agreement:
3.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) copy (except in the course of loading or installing), alter, adapt, modify, translate, create derivative works of the Software, (ii) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Software, (iii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Software by third parties, (iv) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Software, (v) circumvent or attempt to circumvent any technological protective measure contained in or supported by, the Software; or any copy, portion, extract or derivative thereof, (vi) Use the Software in any manner that violates any applicable law or regulation whether local, national or international, (vii) Use the Software in any manner that violates any Intellectual Property Rights or privacy rights of Allegorithmic or any third party.
3.2 You shall not (i) provide, disclose, display or otherwise make available the Software or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) Use the Software to develop a competing software.
4. USE OF THE SOFTWARE
4.1 Software License Terms
Subject to the terms and conditions of the Agreement including the applicable Specific Terms and Conditions for a particular Software, and Your compliance therewith including Your payment of all Fees payable if any, Allegorithmic grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicenseable, revocable License, solely to install and execute one (1) copy of the executable form of the Software, solely for Your internal Use by a single User, for the purpose of developing Your Licensee Content.
The License for the Software grants You the right to get access to the Documentation specific to the Software You are licensing.
The Software shall be provided to You in object code. In no event shall the source code of the Software be made available to You.
Except if You hold an Evaluation License, the License gives You the right to create Your own Substances and Licensee Content. Whilst You are not allowed under the License to redistribute the Software, You are authorized to redistribute Your License Content.
4.2 One Copy per User
You may only install one (1) copy of the Software. Further, each User of the Software must hold one (1) valid License of the Software.
However and except if You hold an Evaluation License, You shall be entitled to make one (1) copy of the Software on a secondary computer for backup, or disaster recovery or archival, provided that such copy shall constitute “Software” for all purposes of this Agreement, and further provided that You shall not be allowed to Use both copies simultaneously.
4.3 Floating License
If You wish to Use any particular Software simultaneously on different computers, You must purchase a Floating License for each individual User Using the Software at any one time. You may install such Software on as many computers as needed for Use by any authorized User provided that there is one (1) license per concurrent individual User. The terms of such Floating license are not available online but they may be provided to You upon request to Allegorithmic.
5. GENERAL RESTRICTIONS APPLICABLE TO COPYRIGHT WORKS
With respect to the Copyright Work and except as expressly permitted under the Agreement:
5.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Copyright Works, (iii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Copyright Work by third parties, (iv) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Copyright Work, (v) circumvent or attempt to circumvent any technological protective measure contained in or supported by, Copyright Work; or any copy, portion, extract or derivative thereof, (vi) Use the Copyright Work in any manner that violates any applicable law or regulation whether local, national or international, (vii) Use the Copyright Work in any manner that violates any Intellectual Property Rights or privacy rights of Allegorithmic or any third party.
5.2 You shall not (i) provide, disclose, display or otherwise make available the Copyright Work or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) Use the Software to develop a competing software.
6. USE OF COPYRIGHTS WORK
6.1 Subject to the terms and conditions of this Agreement including the Specific Terms and Conditions for Copyright Works applicable to You, and Your compliance therewith including Your payment of all Fees payable if any, Allegorithmic or the Third Party Provider as the case might be, grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicenseable, revocable License, to Use a Copyright Work.
6.2 The License to the Copyright Work grants You the right to get access to the Documentation specific to the Copyright Work You are licensing, when such Documentation is available.
6.3 The Copyright Work shall be provided to You in the Allegorithmic proprietary format « .sbs ».
6.4 Notwithstanding anything the contrary in the foregoing Section 5, the License for Copyright Work gives You the right to store, display, modify the Copyright Work and create Licensee Content. You may redistribute Your Licensee Content and are entitled under the License to make any Commercial Use of Your Licensee Content. For the avoidance of doubt, You shall not redistribute the Copyright Work independently of Your Licensee Content. The Copyright Work may only be redistributed by You if such Copyright Work is an integrated component of your Licensee Content.
7. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND THE COPYRIGHT WORKS
7.1 You acknowledge and agree that the Software and/or the Copyright Works are licensed to You only and in no event can the Software or the Copyright Works be considered as being sold to You.
7.2 You acknowledge and agree that Allegorithmic (or their licensors or other third party as applicable) own and shall retain all right, title and interest in and to the Software and the Copyright Works (including without limitation any copies, portions, extracts or derivatives thereof, and any developments, modifications or enhancements thereto) including all Intellectual Property Rights.
7.3 Further, in the event that You provide to Allegorithmic any comments, suggestions, submissions, and other feedback (whether oral, in writing, or in electronic or any other form) with respect to the Software or the Allegorithmic Copyright Work (together “Feedback”), You hereby irrevocably agree to grant Allegorithmic all the Intellectual Property Rights in such Feedback.
7.4 You acknowledge and agree that (i) the Software and the Allegorithmic Copyright Works are original in whole and in any element thereof, alone or combined, including algorithms, interfaces, functionality, screen design, and other elements thereof, and (ii) based on the Berne Convention for the Protection of Literary and Artistic Works as well as the French Intellectual Property Code, and other applicable Intellectual Property Rights laws and treaties, Allegorithmic is the owner of the Software and the Allegorithmic Copyright Works.
7.5 You agree that You will not delete or in any manner alter any Allegorithmic or third-party copyright, trademark or other proprietary notices appearing on or in the Software or the Copyright Work.
8. FEES AND TAXES
Where applicable, You agree to pay all amounts due for the Software or the Copyright Works as set forth in the applicable Specific Terms and Conditions, online stores, quote and/or invoice. All Fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay all taxes including but not limited to sales, use and withholding taxes associated with this Agreement and/or Your receipt or Use of the Software or the Copyright Work, except for taxes based on Allegorithmic’s net income, if any. In the event that Allegorithmic is required to collect any tax for which You are responsible, You will pay such tax directly to Allegorithmic. If You pay any withholding taxes that are required to be paid under applicable law, You will promptly provide Allegorithmic with written evidence from tax authorities of the payment of such taxes.
9. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS OR THE SPECIFIC TERMS AND CONDITIONS
Allegorithmic may revise the General Terms and Conditions and the Specific Terms and Conditions (the “Terms” for the purpose of this Section 9) at any time for legal, best practice or any other reason.
Allegorithmic will not use this right to make substantial changes to the Terms to Your detriment without giving You a chance to agree. Allegorithmic will inform You in advance of any revision of the Terms by sending an email to You.
If You do not agree to the changes made to the Terms, You may terminate any License. You are expected to check for revisions to the Terms regularly as they are binding on You. Any subsequent Use by You of any Software or Copyright Works after a change in the Terms shall imply that You accepted the revised Terms.
10. CONSENT TO DATA COLLECTION
You understand and agree that the Software may connect to the Internet and report information about your Use back to Allegorithmic to (i) check for Software updates; (ii) provide aggregated usage statistics of Your Use of the Software and the Use of the Copyright Work or Your Licensee Content; and (iii) validate or block license keys in order to prevent unauthorized Use.
11. ASSISTANCE
In the event You have a query about the Software or a Copyright Work, You may contact Allegorithmic support team by email at the address provided on the Allegorithmic website.
12. TERM AND TERMINATION
12.1 Duration of the Agreement
All Evaluation License for the Evaluation Software shall be effective for a period of 30 days from the date You downloaded the Evaluation Software, unless otherwise agreed expressly between Allegorithmic and You.
Unless expressly provided otherwise in the applicable Specific Terms and Conditions, all subscription Licenses which are subject to the payment of recurring Licenses Fees shall be effective from the date You downloaded the Software or the Copyright Work, and will stay in force for as long as You are current with the payment of the License Fees.
Unless expressly provided otherwise applicable Specific Terms and Conditions, all paid-in full Licenses for any Software or Copyright Works granted under the Agreement shall be effective for the duration of the applicable legal copyright protection, unless earlier terminated in accordance with the Agreement.
12.2 Consequences of Termination
In the event You breach this Agreement including if You fail to pay the Fees where applicable, this Agreement shall automatically terminate in its own right and Allegorithmic shall be under no obligation to provide a prior notice thereof.
Upon termination of the Agreement, You shall, at Allegorithmic’s option, either promptly delete and destroy, or return to Allegorithmic all copies of the Software in Your possession or control. Allegorithmic may also disable the Software upon the expiration of any License.
All provisions in connection with the Intellectual Property Rights in the Software or the Copyright Work shall survive the termination of this Agreement.
13. NO WARRANTY
THE SOFTWARE AND THE COPYRIGHT WORK ARE PROVIDED TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ALLEGORITHMIC AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ALLEGORITHMIC FURTHER DOES NOT WARRANT THAT THE SOFTWARE OR THE COPYRIGHT WORKS WILL ALWAYS FUNCTION UNINTERRUPTED OR ERROR-FREE. IF YOU ARE LICENSING COPYRIGHT WORKS FROM A THIRD PARTY PROVIDER, ALLEGORITHMIC SHALL HAVE NO LIABILITY WHATSOEVER TOWARDS YOU INCLUDING WITHOUT LIMITATION LIABILITY FOR INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE THIRD PARTY PROVIDER, IRRESPECTIVE OF THE FACT THAT PAYMENTS HAVE BEEN MADE TO ALLEGORITHMIC. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ALLEGORITHMIC OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
14. LIMITATION OF LIABILITY
ALLEGORITHMIC AND ITS LICENSORS’ TOTAL LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY), INDEMNITY, OR OTHERWISE AND WHETHER OR NOT ALLEGORITHMIC OR ITS LICENSORS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND EVEN IF SUCH DAMAGES WERE FORESEEABLE WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR THE COPYRIGHT WORK OR ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT SHALL ALLEGORITHMIC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE OR THE COPYRIGHT WORK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 10, ALLEGORITHMIC AND ITS LICENSORS LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
15. CONFIDENTIALITY
15.1 The Software and the Allegorithmic Copyright Works and any copies, portions, extracts and derivatives thereof (including the source code of, or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures, technical architecture or other information embedded or used in any of the foregoing) and any other non-public information and technology disclosed by Allegorithmic to You in connection with this Agreement constitutes the confidential information of Allegorithmic (the “Allegorithmic Confidential Information”). You shall hold the Allegorithmic Confidential Information in strict confidence and shall not disclose it to any third party except to Your designees who need to have access to it and who are bound in writing by confidentiality obligations at least as protective of the Allegorithmic Confidential Information as those contained herein. You shall not use the Allegorithmic Confidential Information for any purpose other than as necessary for Your Use of the Software as expressly authorized in this Agreement. You shall exercise the same care that You exercise to protect Your own confidential and proprietary information of similar importance.
15.2 In the event Allegorithmic receives confidential information from You, Allegorithmic undertakes to hold Your confidential information in strict confidence and not to use Your confidential information, except in connection with (i) the performance of this Agreement or (ii) Your Use of the Software. In addition, when providing Your confidential information to Allegorithmic, you shall mark all Your confidential information as “confidential” or “proprietary”.
15.3 The obligations of each party set forth above shall not apply to confidential information to the extent that the receiving party can prove that it:
15.3.1 was already in its possession without confidentiality or use restrictions prior to its disclosure by or on behalf of the disclosing Party; or
15.3.2 is subsequently disclosed to the receiving party without any confidentiality or use restrictions by a third party; or
15.3.3 is in the public domain or subsequently comes into the public domain through no act or omission of the receiving Party or its agents or employees; or
15.3.4 is required by law or a valid order by a court or other government body, provided, however, that the receiving Party promptly informs the disclosing Party in writing upon becoming aware of the relevant legal requirements.
16. EXPORT LAW
You agree to fully comply with all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or Used for any purposes prohibited by, such laws and regulations.
17. AUDIT RIGHT
Upon Allegorithmic reasonable prior written notice to You, You shall permit Allegorithmic or its designees to audit from time to time Your Use of the Software or the Copyright Works. You shall provide reasonable assistance to Allegorithmic or its designees in the event such audit is conducted.
18. GOVERNING LAW AND JURISDICTION
18.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE, WITHOUT REGARD TO OR APPLICATION OF CONFLICT OF LAWS RULES OR PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY.
18.2 JURISDICTION. FRENCH COURTS OF COMPETENT JURISDICTION SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY DISPUTE REGARDING THE EXISTENCE, VALIDITY OR TERMINATION THEREOF, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
19. GENERAL
19.1 You understand and agree that money damages alone might not be an adequate remedy and as such Allegorithmic shall have the right to seek injunctive relief in any court of competent jurisdiction.
19.2 You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Allegorithmic’s prior written consent, and any attempt by You to do so, without such consent, will be void.
19.3 Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
19.4 All notices required or permitted under this Agreement shall be in writing. All notices to You might be either in the form of an electronic mail or by registered mail with acknowledgement receipt. All notices to Allegorithmic shall be sent by registered mail with acknowledgement receipt to Allegorithmic’s registered office or otherwise to the address set forth in the applicable ordering document or invoice or to such other address as may be specified by Allegorithmic..
19.5 Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.
19.6 If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
19.7 This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless You and Allegorithmic have executed a separate agreement governing Your Use of the Software or the Copyright Works.
19.8 Translations. The English language version of this Agreement is legally binding in the event of any conflict between the English version and any translations.
19.9 Any terms or conditions contained in Your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Allegorithmic and will be deemed null.
20. EXCEPTIONS FOR CONSUMER USERS
20.1 If You are a Consumer and You acquire the Software or the Copyright Work, for your direct individual Use and do not make any direct or indirect Commercial Use of the Software or the Copyright Work then be advised that certain Sections of these General Terms and Conditions shall not be applicable to You i.e. Section 13 (No warranty), Section 14 (Limitation of liability), Section 18.2 (Jurisdiction) , Section 19.8 (Translations).
20.2 Right for Consumers to withdraw from the Agreement
20.2.1 Right of Withdrawal
If You downloaded a specific Software or Copyright Work after accepting the applicable Specific Terms and Conditions, You shall not be entitled to Your withdrawal right under applicable law provided that the right of withdrawal available to Consumers which may be exercised by You within 14 days from the date of conclusion of the contract, does not apply to contracts for the supply of digital content if (i) the digital content is not provided on a tangible medium and (ii) the contract performance started through the act of downloading by the Consumer, with the consumer’s prior express consent and the consumer’s acknowledgment that s/he lost his/her withdrawal right. Therefore, You hereby understand and agree that by downloading the Software or the Copyright Work and being granted instantaneous access to such digital content, You have lost Your withdrawal right.
SUBSTANCE LIVE - SPECIFIC TERMS & CONDITIONS
Last updated - May 25th 2016
By subscribing to Substance Live, You will be provided with a bundle comprised of the latest versions of selected Allegorithmic Software products including (i) Substance Painter,(ii) Substance Designer and (iii) Substance B2M (the “ Substance Live”).
Your Use of Substance Live is subject to (i) the Substance Painter Specific Terms and Conditions appended hereto as Schedule 1, (ii) the Substance Designer Specific Terms and Conditions appended hereto as Schedule 2, (iii) the Substance B2M Specific Terms and Conditions appended hereto as Schedule 3 and (iv) the General Terms and Conditions.
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING SUBSTANCE LIVE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. ADDITIONAL DEFINITIONS
“Substance Live Account” means the rent-to-own personal account of a Substance Live User, containing Accumulated Payments allowing such User to be granted a long-term license on any individual Software of Substance Live by using the accrued Accumulated Software and redeeming one or more Software of Substance Live.
“Software” means either (i) Substance Painter, or (ii) Substance Designer or (iii) BitMap2MaterialSubstance B2M.
“ Substance Live” means a bundle comprised of the latest versions of selected Allegorithmic Software products including (i) Substance Painter,(ii) Substance Designer and (iii) BitMap2MaterialSubstance B2M.
“Substance Live Indie License” means the Indie License granted hereunder for Substance Live.
“Substance Live Pro License” means the Pro License granted hereunder for Use of Substance Live.
“Accumulated Payments” means the digital non-real currency that each User accrues when subscribing to Substance Live, which a User may apply to be granted a definitive License on one particular version of Substance Painter, and/or (ii) Substance Designer and/or (iii) Substance B2M if the amount accrued by such User allows, in accordance with the terms of the Agreement.
2. SPECIFIC TERMS AND CONDITIONS
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
a. COMMERCIAL TERMS FOR SUBSTANCE LIVE
(a) Monthly Subscription License
Substance Live is only licensed to You under a rent-to-own program which allows You to access the latest versions of Substance Painter, (ii) Substance Designer and (iii) Substance B2M for as long as you are current with the payment of the License Fees as set out in the Commercial Terms.
You can cancel at any time and resume the payment of Your monthly License Fees. In such case, You shall not be able to Use any of the Software included in Substance Live until and unless You either (i) resume making the requisite monthly License Fees payments or (ii) acquire a definitive License to one or several particular Software of Substance Live with the accumulated payments You have accrued on Your Rent-to-Own Account.
The license allows you to use the software up to 31 days after each payment, after which the software will stop working if there is no new payment.
You may also choose to cancel entirely your Substance Live License at any time. Upon termination of Your Substance Live License, Allegorithmic shall disable all Software in Your possession. Further, You shall, at Allegorithmic’s option, either promptly delete and destroy, or return to Allegorithmic all copies of the Software in Your possession or control. In the event of termination of Your Substance Live License, Your Rent-to-Own Account shall also be terminated and all Virtual Money accrued shall be lost and shall no longer be usable by You.
(b) Accrual of Accumulated Payments in Your Rent-to-Own Account
You may benefit currently from a Rent-to-Own Account without any additional cost to You.
Your Substance Live Account is personal to You and is non-transferable. Only one individual may be associated with each Rent-to-Own Account.
Accumulated Payments shall start accruing in Your Allegorithmic Account as soon as You start paying the first monthly License Fees. The amount of Accumulated Payments credited to Your Substance Live Account shall be made on a one-to-one (1:1) basis i.e. for each real one dollar You pay for Your License Fees for Substance Live, you shall accrue one unit of Accumulated Payment.
Once You have accrued enough units of Accumulated Payment in Your Live Account, You may use such Accumulated Payment units to redeem any Software which is part of Substance Live, according to the terms in effect at the time of redeeming. The process to redeem any Software of Substance Live shall be available on the Allegorithmic website.
You understand and agree that the Accumulated Payment does not have any monetary value and in no case can it be transferred, traded or used for the purchase of real goods or services even if the Substance License is terminated for whatever reason.
(c) Option to acquire a definitive License
You may at your option be granted a definitive License for the entire legal duration of the applicable copyright laws on any particular Software comprising Substance Live after You have accumulated enough Accumulated Payments in Your Substance Live Account, as set out in the Commercial Terms.
PLEASE NOTE, that the above option can only be exercised if the Software version you are intending to license on a long-term basis was released for at least:
- 8 months in the case of Substance Painter and Substance Designer and,
- 5 months in the case of Substance Bitmap2Material
- 16 months on the case of Substance Pack
All the aforementioned License Fees are subject to change at Allegorithmic’s sole discretion. Such change shall be notified to You in accordance with the General Terms and Conditions.
b. RIGHTS & USE RESTRICTIONS ON SOFTWARE AND APPLICABLE FEES
i. Restriction for Legal Entity Using Substance Live Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance Live Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with annual gross revenue or annual budget not exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions). If You are a Legal Entity using a Substance Live Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Live Indie License with Licensee Content developed simultaneously with a Substance Live Pro License.
ii. Restriction for all Users of Substance Live Indie License
If You are an authorized User under a Substance Live Indie License, You may commence a project using only with a Substance Live Indie License and subsequently upgrade all (but not less than all) of Your Substance Live Indie License to a Substance Live Pro license by contacting Allegorithmic.
iii. Restriction for Legal Entity Using Substance Live Pro License
If You are a Legal Entity with annual gross revenue or annual budget exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year, Allegorithmic is unwilling to grant You a Substance Live Indie License to You, and You must destroy all copies of the Software in Your possession or control and You must purchase separately a Substance Live Pro License and agree to the terms of such Substance Live Pro License including the payment of fees as set forth in Section 2.1 above.
Schedule 1: Substance Designer Specific T&C
The User is to refer to the Substance Designer Specific Terms and Conditions
Schedule 2: Substance Painter Specific T&C
The User is to refer to the Substance Painter Specific Terms and Conditions
Schedule 3: Substance B2M Specific T&C
The User is to refer to the Bit2Material Specific Terms and Conditions
SUBSTANCE PLAYER - SPECIFIC TERMS & CONDITIONS
Last Updated - May 25th 2016
The software You are licensing hereunder is Substance Player (“the Software”).
1. DEFINITIONS
“Substance Player” means the Software licensed to You by Allegorithmic that allows You to display or render media effects.
2. SPECIFIC TERMS AND CONDITIONS
2.1 Media elements and textures.
Substance Player is provided to You as-is, with some Substances for Substance Player and/or other media elements. You may use, copy, reproduce and distribute the included Substances only for personal, educational and Non-Commercial Use.
Allegorithmic shall retain all Intellectual Property Rights, including without limitation copyrights to all media elements provided to You with the Software.
SUBSTANCE DESIGNER - SPECIFIC TERMS & CONDITIONS
Last updated - May 25th 2016
The software You are licensing hereunder is Substance Designer (“the Software”).
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
“Substance Designer” means Software.
“Substance Designer Indie License” means the Indie License granted hereunder for the Software
“Substance Designer Pro License” means the Pro License granted hereunder for the Software
“Substance Batch Tools” means the Substance Batch Tool software, which can be downloaded on the Allegorithmic website.
“Software” means the proprietary Substance Designer software.
2. SPECIFIC TERMS AND CONDITIONS
2.1 ONE USER PER LICENSE
Each User of Substance Designer or Substance Batch Tools whether a Legal Entity or an individual person must hold one (1) valid License of the Software either one (1) Substance Designer Indie License or one (1) Substance Designer Pro License or a Substance Designer Evaluation License.
2.2 SPECIFIC USE RESTRICTIONS
2.2.1 Restriction for Legal Entity Using Substance Designer Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance Designer Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with annual gross revenue or annual budget not exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions)..
If You are a Legal Entity using Substance Designer Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Designer Indie License with any Licensee Content developed simultaneously under a Substance Designer Pro License.
2.2.2 Restriction for all Users of Substance Designer Indie License
If You are an authorized User under a Substance Designer Indie License, You may commence a project using only with a Substance Designer Indie License and subsequently upgrade all (but not less than all) of Your Substance Designer Indie License to Substance Designer Pro license.
2.2.3 Restriction for Legal Entity Using Substance Designer Pro License
If You are a Legal Entity with annual gross revenue or annual budget exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year, Allegorithmic is unwilling to license Substance Designer Indie to You, and You must destroy all copies of Substance Designer Indie in Your possession or control and You must purchase separately a Substance Designer Pro License and agree to the terms of such Substance Designer Pro License including the payment of Fees as set forth in the applicable Commercial Terms.
3. NUMBER OF COPIES OF THE SOFTWARE
3.1 Copies of Substance Designer Evaluation License
Substance Designer Evaluation License may only be installed on one (1) computer only.
3.2 Copies of Substance Designer Indie and Pro Licenses
Substance Designer either under a Pro License or an Indie License shall may be installed on one (1) primary computer. Installation on one (1) secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Designer Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
Substance Designer either under a Pro License or an Indie License may be installed on:
- As many computers as wanted, as long as they do all belong to the same physical user.
- You are entitled to install the software on different concurrent users computers if you own a floating license.
Installation on other secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Designer Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
4. RESTRICTION ON USE OF SUBSTANCE DESIGNER IF YOU USE SUBSTANCE LIVE
If Your right to Use Substance Designer is part of Your License to Substance Live and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to Use the Software (i) for as long as you areup to 31 days after your last payment paying of the subscription License Fees for Substance Live which are payable monthly or otherwise , or (ii) once You acquire a long-term license on Substance Designer in accordance with the terms set out in the Substance Live Specific Terms and Conditions.
SUBSTANCE PAINTER - SPECIFIC TERMS & CONDITIONS
Last updated - May 25th 2016
The software You are licensing hereunder is Substance Painter (“the Software”).
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
“Substance Painter” means Software.
“Substance Painter Indie License” means the Indie License granted hereunder for the Software
“Substance Painter Pro License” means the Pro License granted hereunder for the Software
“Software” means the proprietary Substance Painter software.
2. SPECIFIC TERMS AND CONDITIONS
2.1 ONE USER PER LICENSE
Each User of Substance Painter whether a Legal Entity or an individual person must hold one (1) valid License of the Software either one (1) Substance Painter Indie License or one (1) Substance Painter Pro License or a Substance Painter Evaluation License.
2.2 SPECIFIC USE RESTRICTIONS
2.2.1 Restriction for Legal Entity Using Substance Painter Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance Painter Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with annual gross revenue or annual budget not exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions).
If You are a Legal Entity using Substance Painter Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Painter Indie License with any Licensee Content developed simultaneously under a Substance Painter Pro License.
2.2.2 Restriction for all Users of Substance Painter Indie License
If You are an authorized User under a Substance Painter Indie License, You may commence a project using only with a Substance Painter Indie License and subsequently upgrade all (but not less than all) of Your Substance Painter Indie License to Substance Painter Pro license.
2.2.3 Restriction for Legal Entity Using Substance Painter Pro License
If You are a Legal Entity with annual gross revenue or annual budget exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year, Allegorithmic is unwilling to license Substance Painter Indie to You, and You must destroy all copies of Substance Painter Indie in Your possession or control and You must purchase separately a Substance Painter Pro License and agree to the terms of such Substance Painter Pro License including the payment of Fees as set forth in the applicable Commercial Terms.
3. NUMBER OF COPIES OF THE SOFTWARE
3.1 Copies of Substance Painter Evaluation License
Substance Painter Evaluation License may only be installed on one (1) computer only.
3.2 Copies of Substance Painter Indie and Pro Licenses
Substance Painter either under a Pro License or an Indie License may be installed on:
- As many computers as wanted, as long as they do all belong to the same physical user.
- You are entitled to install the software on different concurrent users computers if you own a floating license.
Installation on other secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Designer Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
Substance Painter either under a Pro License or an Indie License shall be installed on one (1) primary computer. Installation on one (1) secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Painter Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
4. Restriction on Use of Substance Painter if You Use Substance Live
If Your right to Use Substance Designer is part of Your License to Substance Live and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to Use the Software (i) for up to 31 days after your last payment of the subscription License Fees for Substance Live which are payable monthly or otherwise , or (ii) once You acquire a long-term license on Substance Painter in accordance with the terms set out in the Substance Live Specific Terms and Conditions.
If Your right to Use Substance Painter is part of Your License to Substance Live and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to Use the Software (i) for as long as you are paying the subscription License Fees for Substance Live which are payable monthly or otherwise , or (ii) once You acquire a long-term license on Substance Painter in accordance with the terms set out in the Substance Live Specific Terms and Conditions.
SUBSTANCE B2M - SPECIFIC TERMS & CONDITIONS
Last updated - May 25th 2016
The software You are licensing hereunder is Bitmap2Material (the “Software”).
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
“Bitmap2Material” or “B2M” means Software.
“Bitmap2Material Indie” means the indie version of Bitmap2Material, as further detailed on the Allegorithmic’s website.
“Bitmap2Material Indie License” means the Indie License granted hereunder for Bitmap2Material Indie.
“Bitmap2Material Pro” means the pro. version of the proprietary Bitmap2Material.
“Bitmap2Material Pro License” means the Pro License granted hereunder for Bitmap2Material Pro.
“Software” means the proprietary Bitmap2Material software.
2. SPECIFIC TERMS AND CONDITIONS
2.1 ONE USER PER LICENSE
Each User of Bitmap2Material whether a Legal Entity or an individual person must hold one (1) valid License of the Software, either a Bitmap2Material Indie license or a Bitmap2Material Pro license or a Bitmap2Material Evaluation License.
2.2 SPECIFIC USE RESTRICTIONS
2.2.1 Restriction for Legal Entity Using Bitmap2Material Indie
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Bitmap2Material Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with annual gross revenue or annual budget not exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year and as such You are entitled to Use an Indie License (as this term is defined in the General Terms and Conditions).
If You are a Legal Entity Using Bitmap2Material Indie You are not permitted to combine or integrate in any manner any Licensee Content developed with Bitmap2Material Indie with any Licensee Content developed simultaneously with Bitmap2Material Pro.
2.2.2 Restriction for all Users of Bitmap2Material Indie
If You are an authorized User under a Bitmap2Material Indie License, You may commence a project using only Bitmap2Material Indie and subsequently upgrade all (but not less than all) of Your Bitmap2Material Indie Licenses to Bitmap2Material Pro licenses.
2.2.3 Restriction for Legal Entity Using Bitmap2Material Pro
If You are a Legal Entity with annual gross revenue or annual budget exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year, Allegorithmic is unwilling to license Bitmap2Material Indie to You, and You must destroy all copies of Bitmap2Material Indie in Your possession or control and You must purchase separately a Bitmap2Material Pro License and agree to the terms of such Bitmap2Material Pro License including the payment of Fees as set forth in the applicable online stores, quote and/or invoice.
3. NUMBER OF COPIES OF THE SOFTWARE
3.1 Copies of Bitmap2Material Evaluation License
Bitmap2Material Evaluation License may only be installed on one (1) computer only.
3.2 Copies of Bitmap2Material Indie and Pro Licenses
Substance B2M either under a Pro License or an Indie License may be installed on:
- As many computers as wanted, as long as they do all belong to the same physical user.
- You are entitled to install the software on different concurrent users computers if you own a floating license.
Installation on other secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Designer Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
Bitmap2Material Pro and Bitmap2Material Indie shall be installed on one (1) primary computer. Installation on one (1) secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Bitmap2Material Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
4. Restriction on Use of Bitmap2Material if You Use Substance Live
If Your right to Use Substance B2M is part of Your License to Substance Live and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to Use the Software (i) for up to 31 days after your last payment of the subscription License Fees for Substance Live which are payable monthly or otherwise , or (ii) once You acquire a long-term license on Substance B2M in accordance with the terms set out in the Substance Live Specific Terms and Conditions.
Last updated - May 25th 2016
PLEASE READ THE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR THE COPYRIGHT WORK.
CLICKING THE "I AGREE" BUTTON FOR DOWNLOADED SOFTWARE OR COPYRIGHT WORKS, OR BREAKING THE SEAL OR OPENING THE SLEEVE OF THE CD-ROM OR DVD-ROM OR MEMORY CARD FOR PRE-INSTALLED SOFTWARE, OR USING THE SOFTWARE OR COPYRIGHT WORKS MEANS THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE CONSUMER, YOU UNDERSTAND AND AGREE THAT BY DOWNLOADING ANY SOFTWARE OR COPYRIGHT WORK IMMEDIATELY AFTER ACCEPTING THIS AGREEMENT, YOU ARE HEREBY LOSING YOUR WITHDRAWAL RIGHT.
ACCEPTANCE
Your Use of the Software or the Copyright Works is subject to your acceptance of these General Terms and Conditions as well as your acceptance of additional terms and conditions. The Agreement incorporates by reference the following documents: (i) these General Terms and Conditions containing the general terms and conditions applicable to all Allegorithmic Software and all Copyright Works; (ii) the Specific Terms and Conditions containing the additional terms for the particular Software or Copyright Work you are licensing and related fees, (iii) any Third Party Licenses governing the use of certain third party software which might be embedded in the Software or in the Copyright Work you are licensing under the Agreement. When the term “Agreement” is used in any of these documents, Allegorithmic is referring collectively to all of them i.e. to (i), (ii) and (iii) above. The Agreement is effective as of the date You accept the Agreement as part of Allegorithmic’s online licensing process.
In the event of a conflict between the terms set out in these General Terms and Conditions and the terms set out in the Specific Terms and Conditions, the terms of these General Terms and Conditions shall prevail unless expressly stated otherwise in the Specific Terms and Conditions.
1. DEFINITIONS
In this Agreement, capitalized terms shall have the meaning ascribed to them in this Section 1 or elsewhere in this Agreement.
“Agreement” includes (i) these General Terms and Conditions, (ii) the Specific Terms and Conditions and (iii) the Third Party Licenses which are incorporated hereto by reference.
“Allegorithmic” means a French limited liability company with its registered office at 31 rue Gonod, 63000 Clermont-Ferrand, France, which is developer and sole owner of the Software and certain Copyright Works, subject to third party’s rights into the Software.
“Allegorithmic Copyright Work” means a Copyright Work owned by Allegorithmic.
“Copyright Work” means interactive media content including without limitation materials, brushes, patches, High Dynamic Range Images (HDRI’s), meshes, Substances and any other form of works which are subject to copyright laws, that are distributed either through (i) an Allegorithmic proprietary License on Substance Store or another proprietary Allegorithmic platform or (ii) a Creative Commons License on Substance Share.
“Commercials Terms” means the Fees payable by You as set out on the Allegorithmic Website, quotes, invoices, price list, or applicable Specific Terms and Conditions as the case might be, for You Use of the Software or the Copyright Works.
“Commercial Use” means the Use of the Software or the Copyright Works for direct or indirect income-generating purposes.
“Consumer” means an individual person acquiring the Software or the Copyright Work for purposes which are outside of that individual’s trade, business, craft or profession, and that such individual is not making any Commercial Use of the Software.
“Creative Commons License” means a public license governing Your Use of any Copyright Works distributed on Substance Share.
“Documentation” means the user manuals, instructions and tutorials for the Software or the Copyright Works owned by Allegorithmic that Allegorithmic generally makes available to its end-user customers.
“Evaluation Software” means a limited version of the Software, which is licensed to You under an Evaluation License.
“Evaluation License” means a License granted to the User for the Evaluation Software for the Evaluation Term, to enable the User to evaluate the Software in connection with the User’s internal business purposes to determine whether to purchase the non-evaluation version of the Software. Commercial Use, publishing or redistribution of the Software, the Substances or the Licensee Content is strictly forbidden under an Evaluation License.
“Evaluation Term” means the limited agreed upon duration, generally of thirty (30) days unless agreed expressly otherwise by Allegorithmic, during which the Evaluation Software may be Used by You under the Evaluation License.
“Fee” shall mean any fee, cost and expense as set out in the Commercial Terms that are payable for Your Use of the Software or the Copyright Works.
“Floating License” means a License for the Software for Use of the Software by several individual Users simultaneously on any number of computers provided that a License for each such individual User has been purchased. Such Floating License is not available on the Allegorithmic website and must be subscribed to separately by contacting Allegorithmic directly.
“Intellectual Property Rights” means any current and future intellectual property rights, including copyrights, trademarks, trade names, business names, domain names, design rights, inventions, confidential information, trade secrets and know-how including commercial know-how, patents, utility models, database rights, and all similar or analogous proprietary rights of whatever nature and in each case in any part of the world and whether or not registered or registrable including, in relation to the above, all granted registrations and all applications for registration and any renewals, reversions, and extensions.
“Legal Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization, and includes, without limitation, any government, non-for-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university.
“License” shall mean the limited right to Use the Software or the Copyright Works as further detailed in these General Terms and Conditions and in the applicable Specific Terms and Conditions.
“Indie License” means a License to Use the Software granted to either a (i) commercial Legal entity with annual gross revenue not exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year or (ii) an educational, academic, non-profit or government Legal Entity., with annual budget not exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year.
“Licensee Content” means textures, images, Substances or other content otherwise called derivative work that You developed from Your Use of the Software or the Copyright Works.
“Non-Commercial Use” means Your Use of the Software or the Copyright Works for all purposes in compliance with the terms of this Agreement but excludes expressly all Commercial Use.
“Professional User” means a User making any Commercial Use of the Software and/or the Copyright Works, provided that such User may be subscribing to an Indie License or a Pro License.
“Pro License” means a License to the Software granted to either (i) a commercial Legal entity with annual gross revenue exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year. or (ii) an educational, academic, non-for-profit or government Legal Entity, with annual budget exceeding US$100,000 (or an equivalent amount in another currency) during the prior fiscal year.
“Software” means the Allegorithmic proprietary software product, licensed to You under the Specific Terms and Conditions that Allegorithmic and You entered into.
“Specific Terms and Conditions” the specific terms and conditions containing the additional terms including the applicable Fees if any, governing Your Use of a particular Software or Copyright Work.
“Substance”: means the texture and/or filter either created from Your Use of the Software or made available to You as a Copyright Work.
“Substance Database” means the database owned and operated by Allegorithmic from which a User may purchase Allegorithmic Copyright Works.
“Substance Share” means the free on-line peer-to-peer exchange platform owned and operated by Allegorithmic from which a User may share, Use and build on the Copyright Works to create its Licensee Content in accordance with the Creative Commons License.
“Substance Store” means the proprietary on-line store owned and operated by Allegorithmic from which a User may purchase Copyright Works, the Software and any other products and services that Allegorithmic distributes from time to time.
“Term” means the duration of the License granted to You under the Agreement as set out in Section 12.1 of the General Terms and Conditions.
“Third Party Licenses” means the terms and conditions of any third party software which is embedded in the Software.
“Third Party Provider” means a person not affiliated to Allegorithmic that provides Copyright Works on Substance Share and/ or Substance Store.
“Use” means the loading, installation and use of the Software or the Copyright Works in accordance with the terms of the Agreement.
“User” means an individual person who is authorized by Allegorithmic to Use the Software or the Copyright Works.
“You” means the User or the Legal Entity Using the Software or the Copyright Works as licensee.
“Your” means relating to You or made or done by You.
2. CONDITION PRECEDENT TO THE LICENSING OF ANY SOFTWARE OR COPYRIGHT WORK
You must accept the Specific Terms and Conditions applicable to a particular Software or Copyright Work to be entitled to Use any Software or Copyright Work. Your acceptance of these General Terms and Conditions alone does not grant you a right to Use any Software or Copyright Work. Furthermore, Your acceptance of the Specific Terms and Conditions for a particular Software or Copyright Work does not automatically grant You a right to Use other Software or Copyright Works unless and until You accept the Specific Terms and Conditions applicable to the particular Software or Copyright Works you intend to Use.
3. GENERAL RESTRICTIONS APPLICABLE TO THE SOFTWARE
With respect to the Software and except as expressly permitted under the Agreement:
3.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) copy (except in the course of loading or installing), alter, adapt, modify, translate, create derivative works of the Software, (ii) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Software, (iii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Software by third parties, (iv) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Software, (v) circumvent or attempt to circumvent any technological protective measure contained in or supported by, the Software; or any copy, portion, extract or derivative thereof, (vi) Use the Software in any manner that violates any applicable law or regulation whether local, national or international, (vii) Use the Software in any manner that violates any Intellectual Property Rights or privacy rights of Allegorithmic or any third party.
3.2 You shall not (i) provide, disclose, display or otherwise make available the Software or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) Use the Software to develop a competing software.
4. USE OF THE SOFTWARE
4.1 Software License Terms
Subject to the terms and conditions of the Agreement including the applicable Specific Terms and Conditions for a particular Software, and Your compliance therewith including Your payment of all Fees payable if any, Allegorithmic grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicenseable, revocable License, solely to install and execute one (1) copy of the executable form of the Software, solely for Your internal Use by a single User, for the purpose of developing Your Licensee Content.
The License for the Software grants You the right to get access to the Documentation specific to the Software You are licensing.
The Software shall be provided to You in object code. In no event shall the source code of the Software be made available to You.
Except if You hold an Evaluation License, the License gives You the right to create Your own Substances and Licensee Content. Whilst You are not allowed under the License to redistribute the Software, You are authorized to redistribute Your License Content.
4.2 One Copy per User
You may only install one (1) copy of the Software. Further, each User of the Software must hold one (1) valid License of the Software.
However and except if You hold an Evaluation License, You shall be entitled to make one (1) copy of the Software on a secondary computer for backup, or disaster recovery or archival, provided that such copy shall constitute “Software” for all purposes of this Agreement, and further provided that You shall not be allowed to Use both copies simultaneously.
4.3 Floating License
If You wish to Use any particular Software simultaneously on different computers, You must purchase a Floating License for each individual User Using the Software at any one time. You may install such Software on as many computers as needed for Use by any authorized User provided that there is one (1) license per concurrent individual User. The terms of such Floating license are not available online but they may be provided to You upon request to Allegorithmic.
5. GENERAL RESTRICTIONS APPLICABLE TO COPYRIGHT WORKS
With respect to the Copyright Work and except as expressly permitted under the Agreement:
5.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Copyright Works, (iii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Copyright Work by third parties, (iv) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Copyright Work, (v) circumvent or attempt to circumvent any technological protective measure contained in or supported by, Copyright Work; or any copy, portion, extract or derivative thereof, (vi) Use the Copyright Work in any manner that violates any applicable law or regulation whether local, national or international, (vii) Use the Copyright Work in any manner that violates any Intellectual Property Rights or privacy rights of Allegorithmic or any third party.
5.2 You shall not (i) provide, disclose, display or otherwise make available the Copyright Work or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) Use the Software to develop a competing software.
6. USE OF COPYRIGHTS WORK
6.1 Subject to the terms and conditions of this Agreement including the Specific Terms and Conditions for Copyright Works applicable to You, and Your compliance therewith including Your payment of all Fees payable if any, Allegorithmic or the Third Party Provider as the case might be, grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicenseable, revocable License, to Use a Copyright Work.
6.2 The License to the Copyright Work grants You the right to get access to the Documentation specific to the Copyright Work You are licensing, when such Documentation is available.
6.3 The Copyright Work shall be provided to You in the Allegorithmic proprietary format « .sbs ».
6.4 Notwithstanding anything the contrary in the foregoing Section 5, the License for Copyright Work gives You the right to store, display, modify the Copyright Work and create Licensee Content. You may redistribute Your Licensee Content and are entitled under the License to make any Commercial Use of Your Licensee Content. For the avoidance of doubt, You shall not redistribute the Copyright Work independently of Your Licensee Content. The Copyright Work may only be redistributed by You if such Copyright Work is an integrated component of your Licensee Content.
7. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND THE COPYRIGHT WORKS
7.1 You acknowledge and agree that the Software and/or the Copyright Works are licensed to You only and in no event can the Software or the Copyright Works be considered as being sold to You.
7.2 You acknowledge and agree that Allegorithmic (or their licensors or other third party as applicable) own and shall retain all right, title and interest in and to the Software and the Copyright Works (including without limitation any copies, portions, extracts or derivatives thereof, and any developments, modifications or enhancements thereto) including all Intellectual Property Rights.
7.3 Further, in the event that You provide to Allegorithmic any comments, suggestions, submissions, and other feedback (whether oral, in writing, or in electronic or any other form) with respect to the Software or the Allegorithmic Copyright Work (together “Feedback”), You hereby irrevocably agree to grant Allegorithmic all the Intellectual Property Rights in such Feedback.
7.4 You acknowledge and agree that (i) the Software and the Allegorithmic Copyright Works are original in whole and in any element thereof, alone or combined, including algorithms, interfaces, functionality, screen design, and other elements thereof, and (ii) based on the Berne Convention for the Protection of Literary and Artistic Works as well as the French Intellectual Property Code, and other applicable Intellectual Property Rights laws and treaties, Allegorithmic is the owner of the Software and the Allegorithmic Copyright Works.
7.5 You agree that You will not delete or in any manner alter any Allegorithmic or third-party copyright, trademark or other proprietary notices appearing on or in the Software or the Copyright Work.
8. FEES AND TAXES
Where applicable, You agree to pay all amounts due for the Software or the Copyright Works as set forth in the applicable Specific Terms and Conditions, online stores, quote and/or invoice. All Fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay all taxes including but not limited to sales, use and withholding taxes associated with this Agreement and/or Your receipt or Use of the Software or the Copyright Work, except for taxes based on Allegorithmic’s net income, if any. In the event that Allegorithmic is required to collect any tax for which You are responsible, You will pay such tax directly to Allegorithmic. If You pay any withholding taxes that are required to be paid under applicable law, You will promptly provide Allegorithmic with written evidence from tax authorities of the payment of such taxes.
9. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS OR THE SPECIFIC TERMS AND CONDITIONS
Allegorithmic may revise the General Terms and Conditions and the Specific Terms and Conditions (the “Terms” for the purpose of this Section 9) at any time for legal, best practice or any other reason.
Allegorithmic will not use this right to make substantial changes to the Terms to Your detriment without giving You a chance to agree. Allegorithmic will inform You in advance of any revision of the Terms by sending an email to You.
If You do not agree to the changes made to the Terms, You may terminate any License. You are expected to check for revisions to the Terms regularly as they are binding on You. Any subsequent Use by You of any Software or Copyright Works after a change in the Terms shall imply that You accepted the revised Terms.
10. CONSENT TO DATA COLLECTION
You understand and agree that the Software may connect to the Internet and report information about your Use back to Allegorithmic to (i) check for Software updates; (ii) provide aggregated usage statistics of Your Use of the Software and the Use of the Copyright Work or Your Licensee Content; and (iii) validate or block license keys in order to prevent unauthorized Use.
11. ASSISTANCE
In the event You have a query about the Software or a Copyright Work, You may contact Allegorithmic support team by email at the address provided on the Allegorithmic website.
12. TERM AND TERMINATION
12.1 Duration of the Agreement
All Evaluation License for the Evaluation Software shall be effective for a period of 30 days from the date You downloaded the Evaluation Software, unless otherwise agreed expressly between Allegorithmic and You.
Unless expressly provided otherwise in the applicable Specific Terms and Conditions, all subscription Licenses which are subject to the payment of recurring Licenses Fees shall be effective from the date You downloaded the Software or the Copyright Work, and will stay in force for as long as You are current with the payment of the License Fees.
Unless expressly provided otherwise applicable Specific Terms and Conditions, all paid-in full Licenses for any Software or Copyright Works granted under the Agreement shall be effective for the duration of the applicable legal copyright protection, unless earlier terminated in accordance with the Agreement.
12.2 Consequences of Termination
In the event You breach this Agreement including if You fail to pay the Fees where applicable, this Agreement shall automatically terminate in its own right and Allegorithmic shall be under no obligation to provide a prior notice thereof.
Upon termination of the Agreement, You shall, at Allegorithmic’s option, either promptly delete and destroy, or return to Allegorithmic all copies of the Software in Your possession or control. Allegorithmic may also disable the Software upon the expiration of any License.
All provisions in connection with the Intellectual Property Rights in the Software or the Copyright Work shall survive the termination of this Agreement.
13. NO WARRANTY
THE SOFTWARE AND THE COPYRIGHT WORK ARE PROVIDED TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ALLEGORITHMIC AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ALLEGORITHMIC FURTHER DOES NOT WARRANT THAT THE SOFTWARE OR THE COPYRIGHT WORKS WILL ALWAYS FUNCTION UNINTERRUPTED OR ERROR-FREE. IF YOU ARE LICENSING COPYRIGHT WORKS FROM A THIRD PARTY PROVIDER, ALLEGORITHMIC SHALL HAVE NO LIABILITY WHATSOEVER TOWARDS YOU INCLUDING WITHOUT LIMITATION LIABILITY FOR INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE THIRD PARTY PROVIDER, IRRESPECTIVE OF THE FACT THAT PAYMENTS HAVE BEEN MADE TO ALLEGORITHMIC. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ALLEGORITHMIC OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
14. LIMITATION OF LIABILITY
ALLEGORITHMIC AND ITS LICENSORS’ TOTAL LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY), INDEMNITY, OR OTHERWISE AND WHETHER OR NOT ALLEGORITHMIC OR ITS LICENSORS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND EVEN IF SUCH DAMAGES WERE FORESEEABLE WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR THE COPYRIGHT WORK OR ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT SHALL ALLEGORITHMIC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE OR THE COPYRIGHT WORK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 10, ALLEGORITHMIC AND ITS LICENSORS LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
15. CONFIDENTIALITY
15.1 The Software and the Allegorithmic Copyright Works and any copies, portions, extracts and derivatives thereof (including the source code of, or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures, technical architecture or other information embedded or used in any of the foregoing) and any other non-public information and technology disclosed by Allegorithmic to You in connection with this Agreement constitutes the confidential information of Allegorithmic (the “Allegorithmic Confidential Information”). You shall hold the Allegorithmic Confidential Information in strict confidence and shall not disclose it to any third party except to Your designees who need to have access to it and who are bound in writing by confidentiality obligations at least as protective of the Allegorithmic Confidential Information as those contained herein. You shall not use the Allegorithmic Confidential Information for any purpose other than as necessary for Your Use of the Software as expressly authorized in this Agreement. You shall exercise the same care that You exercise to protect Your own confidential and proprietary information of similar importance.
15.2 In the event Allegorithmic receives confidential information from You, Allegorithmic undertakes to hold Your confidential information in strict confidence and not to use Your confidential information, except in connection with (i) the performance of this Agreement or (ii) Your Use of the Software. In addition, when providing Your confidential information to Allegorithmic, you shall mark all Your confidential information as “confidential” or “proprietary”.
15.3 The obligations of each party set forth above shall not apply to confidential information to the extent that the receiving party can prove that it:
15.3.1 was already in its possession without confidentiality or use restrictions prior to its disclosure by or on behalf of the disclosing Party; or
15.3.2 is subsequently disclosed to the receiving party without any confidentiality or use restrictions by a third party; or
15.3.3 is in the public domain or subsequently comes into the public domain through no act or omission of the receiving Party or its agents or employees; or
15.3.4 is required by law or a valid order by a court or other government body, provided, however, that the receiving Party promptly informs the disclosing Party in writing upon becoming aware of the relevant legal requirements.
16. EXPORT LAW
You agree to fully comply with all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or Used for any purposes prohibited by, such laws and regulations.
17. AUDIT RIGHT
Upon Allegorithmic reasonable prior written notice to You, You shall permit Allegorithmic or its designees to audit from time to time Your Use of the Software or the Copyright Works. You shall provide reasonable assistance to Allegorithmic or its designees in the event such audit is conducted.
18. GOVERNING LAW AND JURISDICTION
18.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE, WITHOUT REGARD TO OR APPLICATION OF CONFLICT OF LAWS RULES OR PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY.
18.2 JURISDICTION. FRENCH COURTS OF COMPETENT JURISDICTION SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY DISPUTE REGARDING THE EXISTENCE, VALIDITY OR TERMINATION THEREOF, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
19. GENERAL
19.1 You understand and agree that money damages alone might not be an adequate remedy and as such Allegorithmic shall have the right to seek injunctive relief in any court of competent jurisdiction.
19.2 You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Allegorithmic’s prior written consent, and any attempt by You to do so, without such consent, will be void.
19.3 Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
19.4 All notices required or permitted under this Agreement shall be in writing. All notices to You might be either in the form of an electronic mail or by registered mail with acknowledgement receipt. All notices to Allegorithmic shall be sent by registered mail with acknowledgement receipt to Allegorithmic’s registered office or otherwise to the address set forth in the applicable ordering document or invoice or to such other address as may be specified by Allegorithmic..
19.5 Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.
19.6 If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
19.7 This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless You and Allegorithmic have executed a separate agreement governing Your Use of the Software or the Copyright Works.
19.8 Translations. The English language version of this Agreement is legally binding in the event of any conflict between the English version and any translations.
19.9 Any terms or conditions contained in Your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Allegorithmic and will be deemed null.
20. EXCEPTIONS FOR CONSUMER USERS
20.1 If You are a Consumer and You acquire the Software or the Copyright Work, for your direct individual Use and do not make any direct or indirect Commercial Use of the Software or the Copyright Work then be advised that certain Sections of these General Terms and Conditions shall not be applicable to You i.e. Section 13 (No warranty), Section 14 (Limitation of liability), Section 18.2 (Jurisdiction) , Section 19.8 (Translations).
20.2 Right for Consumers to withdraw from the Agreement
20.2.1 Right of Withdrawal
If You downloaded a specific Software or Copyright Work after accepting the applicable Specific Terms and Conditions, You shall not be entitled to Your withdrawal right under applicable law provided that the right of withdrawal available to Consumers which may be exercised by You within 14 days from the date of conclusion of the contract, does not apply to contracts for the supply of digital content if (i) the digital content is not provided on a tangible medium and (ii) the contract performance started through the act of downloading by the Consumer, with the consumer’s prior express consent and the consumer’s acknowledgment that s/he lost his/her withdrawal right. Therefore, You hereby understand and agree that by downloading the Software or the Copyright Work and being granted instantaneous access to such digital content, You have lost Your withdrawal right.
SUBSTANCE LIVE - SPECIFIC TERMS & CONDITIONS
Last updated - May 25th 2016
By subscribing to Substance Live, You will be provided with a bundle comprised of the latest versions of selected Allegorithmic Software products including (i) Substance Painter,(ii) Substance Designer and (iii) Substance B2M (the “ Substance Live”).
Your Use of Substance Live is subject to (i) the Substance Painter Specific Terms and Conditions appended hereto as Schedule 1, (ii) the Substance Designer Specific Terms and Conditions appended hereto as Schedule 2, (iii) the Substance B2M Specific Terms and Conditions appended hereto as Schedule 3 and (iv) the General Terms and Conditions.
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING SUBSTANCE LIVE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. ADDITIONAL DEFINITIONS
“Substance Live Account” means the rent-to-own personal account of a Substance Live User, containing Accumulated Payments allowing such User to be granted a long-term license on any individual Software of Substance Live by using the accrued Accumulated Software and redeeming one or more Software of Substance Live.
“Software” means either (i) Substance Painter, or (ii) Substance Designer or (iii) BitMap2MaterialSubstance B2M.
“ Substance Live” means a bundle comprised of the latest versions of selected Allegorithmic Software products including (i) Substance Painter,(ii) Substance Designer and (iii) BitMap2MaterialSubstance B2M.
“Substance Live Indie License” means the Indie License granted hereunder for Substance Live.
“Substance Live Pro License” means the Pro License granted hereunder for Use of Substance Live.
“Accumulated Payments” means the digital non-real currency that each User accrues when subscribing to Substance Live, which a User may apply to be granted a definitive License on one particular version of Substance Painter, and/or (ii) Substance Designer and/or (iii) Substance B2M if the amount accrued by such User allows, in accordance with the terms of the Agreement.
2. SPECIFIC TERMS AND CONDITIONS
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
a. COMMERCIAL TERMS FOR SUBSTANCE LIVE
(a) Monthly Subscription License
Substance Live is only licensed to You under a rent-to-own program which allows You to access the latest versions of Substance Painter, (ii) Substance Designer and (iii) Substance B2M for as long as you are current with the payment of the License Fees as set out in the Commercial Terms.
You can cancel at any time and resume the payment of Your monthly License Fees. In such case, You shall not be able to Use any of the Software included in Substance Live until and unless You either (i) resume making the requisite monthly License Fees payments or (ii) acquire a definitive License to one or several particular Software of Substance Live with the accumulated payments You have accrued on Your Rent-to-Own Account.
The license allows you to use the software up to 31 days after each payment, after which the software will stop working if there is no new payment.
You may also choose to cancel entirely your Substance Live License at any time. Upon termination of Your Substance Live License, Allegorithmic shall disable all Software in Your possession. Further, You shall, at Allegorithmic’s option, either promptly delete and destroy, or return to Allegorithmic all copies of the Software in Your possession or control. In the event of termination of Your Substance Live License, Your Rent-to-Own Account shall also be terminated and all Virtual Money accrued shall be lost and shall no longer be usable by You.
(b) Accrual of Accumulated Payments in Your Rent-to-Own Account
You may benefit currently from a Rent-to-Own Account without any additional cost to You.
Your Substance Live Account is personal to You and is non-transferable. Only one individual may be associated with each Rent-to-Own Account.
Accumulated Payments shall start accruing in Your Allegorithmic Account as soon as You start paying the first monthly License Fees. The amount of Accumulated Payments credited to Your Substance Live Account shall be made on a one-to-one (1:1) basis i.e. for each real one dollar You pay for Your License Fees for Substance Live, you shall accrue one unit of Accumulated Payment.
Once You have accrued enough units of Accumulated Payment in Your Live Account, You may use such Accumulated Payment units to redeem any Software which is part of Substance Live, according to the terms in effect at the time of redeeming. The process to redeem any Software of Substance Live shall be available on the Allegorithmic website.
You understand and agree that the Accumulated Payment does not have any monetary value and in no case can it be transferred, traded or used for the purchase of real goods or services even if the Substance License is terminated for whatever reason.
(c) Option to acquire a definitive License
You may at your option be granted a definitive License for the entire legal duration of the applicable copyright laws on any particular Software comprising Substance Live after You have accumulated enough Accumulated Payments in Your Substance Live Account, as set out in the Commercial Terms.
PLEASE NOTE, that the above option can only be exercised if the Software version you are intending to license on a long-term basis was released for at least:
- 8 months in the case of Substance Painter and Substance Designer and,
- 5 months in the case of Substance Bitmap2Material
- 16 months on the case of Substance Pack
All the aforementioned License Fees are subject to change at Allegorithmic’s sole discretion. Such change shall be notified to You in accordance with the General Terms and Conditions.
b. RIGHTS & USE RESTRICTIONS ON SOFTWARE AND APPLICABLE FEES
i. Restriction for Legal Entity Using Substance Live Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance Live Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with annual gross revenue or annual budget not exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions). If You are a Legal Entity using a Substance Live Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Live Indie License with Licensee Content developed simultaneously with a Substance Live Pro License.
ii. Restriction for all Users of Substance Live Indie License
If You are an authorized User under a Substance Live Indie License, You may commence a project using only with a Substance Live Indie License and subsequently upgrade all (but not less than all) of Your Substance Live Indie License to a Substance Live Pro license by contacting Allegorithmic.
iii. Restriction for Legal Entity Using Substance Live Pro License
If You are a Legal Entity with annual gross revenue or annual budget exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year, Allegorithmic is unwilling to grant You a Substance Live Indie License to You, and You must destroy all copies of the Software in Your possession or control and You must purchase separately a Substance Live Pro License and agree to the terms of such Substance Live Pro License including the payment of fees as set forth in Section 2.1 above.
Schedule 1: Substance Designer Specific T&C
The User is to refer to the Substance Designer Specific Terms and Conditions
Schedule 2: Substance Painter Specific T&C
The User is to refer to the Substance Painter Specific Terms and Conditions
Schedule 3: Substance B2M Specific T&C
The User is to refer to the Bit2Material Specific Terms and Conditions
SUBSTANCE PLAYER - SPECIFIC TERMS & CONDITIONS
Last Updated - May 25th 2016
The software You are licensing hereunder is Substance Player (“the Software”).
1. DEFINITIONS
“Substance Player” means the Software licensed to You by Allegorithmic that allows You to display or render media effects.
2. SPECIFIC TERMS AND CONDITIONS
2.1 Media elements and textures.
Substance Player is provided to You as-is, with some Substances for Substance Player and/or other media elements. You may use, copy, reproduce and distribute the included Substances only for personal, educational and Non-Commercial Use.
Allegorithmic shall retain all Intellectual Property Rights, including without limitation copyrights to all media elements provided to You with the Software.
SUBSTANCE DESIGNER - SPECIFIC TERMS & CONDITIONS
Last updated - May 25th 2016
The software You are licensing hereunder is Substance Designer (“the Software”).
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
“Substance Designer” means Software.
“Substance Designer Indie License” means the Indie License granted hereunder for the Software
“Substance Designer Pro License” means the Pro License granted hereunder for the Software
“Substance Batch Tools” means the Substance Batch Tool software, which can be downloaded on the Allegorithmic website.
“Software” means the proprietary Substance Designer software.
2. SPECIFIC TERMS AND CONDITIONS
2.1 ONE USER PER LICENSE
Each User of Substance Designer or Substance Batch Tools whether a Legal Entity or an individual person must hold one (1) valid License of the Software either one (1) Substance Designer Indie License or one (1) Substance Designer Pro License or a Substance Designer Evaluation License.
2.2 SPECIFIC USE RESTRICTIONS
2.2.1 Restriction for Legal Entity Using Substance Designer Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance Designer Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with annual gross revenue or annual budget not exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions)..
If You are a Legal Entity using Substance Designer Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Designer Indie License with any Licensee Content developed simultaneously under a Substance Designer Pro License.
2.2.2 Restriction for all Users of Substance Designer Indie License
If You are an authorized User under a Substance Designer Indie License, You may commence a project using only with a Substance Designer Indie License and subsequently upgrade all (but not less than all) of Your Substance Designer Indie License to Substance Designer Pro license.
2.2.3 Restriction for Legal Entity Using Substance Designer Pro License
If You are a Legal Entity with annual gross revenue or annual budget exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year, Allegorithmic is unwilling to license Substance Designer Indie to You, and You must destroy all copies of Substance Designer Indie in Your possession or control and You must purchase separately a Substance Designer Pro License and agree to the terms of such Substance Designer Pro License including the payment of Fees as set forth in the applicable Commercial Terms.
3. NUMBER OF COPIES OF THE SOFTWARE
3.1 Copies of Substance Designer Evaluation License
Substance Designer Evaluation License may only be installed on one (1) computer only.
3.2 Copies of Substance Designer Indie and Pro Licenses
Substance Designer either under a Pro License or an Indie License shall may be installed on one (1) primary computer. Installation on one (1) secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Designer Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
Substance Designer either under a Pro License or an Indie License may be installed on:
- As many computers as wanted, as long as they do all belong to the same physical user.
- You are entitled to install the software on different concurrent users computers if you own a floating license.
Installation on other secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Designer Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
4. RESTRICTION ON USE OF SUBSTANCE DESIGNER IF YOU USE SUBSTANCE LIVE
If Your right to Use Substance Designer is part of Your License to Substance Live and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to Use the Software (i) for as long as you areup to 31 days after your last payment paying of the subscription License Fees for Substance Live which are payable monthly or otherwise , or (ii) once You acquire a long-term license on Substance Designer in accordance with the terms set out in the Substance Live Specific Terms and Conditions.
SUBSTANCE PAINTER - SPECIFIC TERMS & CONDITIONS
Last updated - May 25th 2016
The software You are licensing hereunder is Substance Painter (“the Software”).
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
“Substance Painter” means Software.
“Substance Painter Indie License” means the Indie License granted hereunder for the Software
“Substance Painter Pro License” means the Pro License granted hereunder for the Software
“Software” means the proprietary Substance Painter software.
2. SPECIFIC TERMS AND CONDITIONS
2.1 ONE USER PER LICENSE
Each User of Substance Painter whether a Legal Entity or an individual person must hold one (1) valid License of the Software either one (1) Substance Painter Indie License or one (1) Substance Painter Pro License or a Substance Painter Evaluation License.
2.2 SPECIFIC USE RESTRICTIONS
2.2.1 Restriction for Legal Entity Using Substance Painter Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance Painter Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with annual gross revenue or annual budget not exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions).
If You are a Legal Entity using Substance Painter Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Painter Indie License with any Licensee Content developed simultaneously under a Substance Painter Pro License.
2.2.2 Restriction for all Users of Substance Painter Indie License
If You are an authorized User under a Substance Painter Indie License, You may commence a project using only with a Substance Painter Indie License and subsequently upgrade all (but not less than all) of Your Substance Painter Indie License to Substance Painter Pro license.
2.2.3 Restriction for Legal Entity Using Substance Painter Pro License
If You are a Legal Entity with annual gross revenue or annual budget exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year, Allegorithmic is unwilling to license Substance Painter Indie to You, and You must destroy all copies of Substance Painter Indie in Your possession or control and You must purchase separately a Substance Painter Pro License and agree to the terms of such Substance Painter Pro License including the payment of Fees as set forth in the applicable Commercial Terms.
3. NUMBER OF COPIES OF THE SOFTWARE
3.1 Copies of Substance Painter Evaluation License
Substance Painter Evaluation License may only be installed on one (1) computer only.
3.2 Copies of Substance Painter Indie and Pro Licenses
Substance Painter either under a Pro License or an Indie License may be installed on:
- As many computers as wanted, as long as they do all belong to the same physical user.
- You are entitled to install the software on different concurrent users computers if you own a floating license.
Installation on other secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Designer Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
Substance Painter either under a Pro License or an Indie License shall be installed on one (1) primary computer. Installation on one (1) secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Painter Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
4. Restriction on Use of Substance Painter if You Use Substance Live
If Your right to Use Substance Designer is part of Your License to Substance Live and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to Use the Software (i) for up to 31 days after your last payment of the subscription License Fees for Substance Live which are payable monthly or otherwise , or (ii) once You acquire a long-term license on Substance Painter in accordance with the terms set out in the Substance Live Specific Terms and Conditions.
If Your right to Use Substance Painter is part of Your License to Substance Live and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to Use the Software (i) for as long as you are paying the subscription License Fees for Substance Live which are payable monthly or otherwise , or (ii) once You acquire a long-term license on Substance Painter in accordance with the terms set out in the Substance Live Specific Terms and Conditions.
SUBSTANCE B2M - SPECIFIC TERMS & CONDITIONS
Last updated - May 25th 2016
The software You are licensing hereunder is Bitmap2Material (the “Software”).
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
“Bitmap2Material” or “B2M” means Software.
“Bitmap2Material Indie” means the indie version of Bitmap2Material, as further detailed on the Allegorithmic’s website.
“Bitmap2Material Indie License” means the Indie License granted hereunder for Bitmap2Material Indie.
“Bitmap2Material Pro” means the pro. version of the proprietary Bitmap2Material.
“Bitmap2Material Pro License” means the Pro License granted hereunder for Bitmap2Material Pro.
“Software” means the proprietary Bitmap2Material software.
2. SPECIFIC TERMS AND CONDITIONS
2.1 ONE USER PER LICENSE
Each User of Bitmap2Material whether a Legal Entity or an individual person must hold one (1) valid License of the Software, either a Bitmap2Material Indie license or a Bitmap2Material Pro license or a Bitmap2Material Evaluation License.
2.2 SPECIFIC USE RESTRICTIONS
2.2.1 Restriction for Legal Entity Using Bitmap2Material Indie
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Bitmap2Material Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with annual gross revenue or annual budget not exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year and as such You are entitled to Use an Indie License (as this term is defined in the General Terms and Conditions).
If You are a Legal Entity Using Bitmap2Material Indie You are not permitted to combine or integrate in any manner any Licensee Content developed with Bitmap2Material Indie with any Licensee Content developed simultaneously with Bitmap2Material Pro.
2.2.2 Restriction for all Users of Bitmap2Material Indie
If You are an authorized User under a Bitmap2Material Indie License, You may commence a project using only Bitmap2Material Indie and subsequently upgrade all (but not less than all) of Your Bitmap2Material Indie Licenses to Bitmap2Material Pro licenses.
2.2.3 Restriction for Legal Entity Using Bitmap2Material Pro
If You are a Legal Entity with annual gross revenue or annual budget exceeding USD 100,000 (or an equivalent amount in another currency) during the prior fiscal year, Allegorithmic is unwilling to license Bitmap2Material Indie to You, and You must destroy all copies of Bitmap2Material Indie in Your possession or control and You must purchase separately a Bitmap2Material Pro License and agree to the terms of such Bitmap2Material Pro License including the payment of Fees as set forth in the applicable online stores, quote and/or invoice.
3. NUMBER OF COPIES OF THE SOFTWARE
3.1 Copies of Bitmap2Material Evaluation License
Bitmap2Material Evaluation License may only be installed on one (1) computer only.
3.2 Copies of Bitmap2Material Indie and Pro Licenses
Substance B2M either under a Pro License or an Indie License may be installed on:
- As many computers as wanted, as long as they do all belong to the same physical user.
- You are entitled to install the software on different concurrent users computers if you own a floating license.
Installation on other secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Substance Designer Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
Bitmap2Material Pro and Bitmap2Material Indie shall be installed on one (1) primary computer. Installation on one (1) secondary computer is allowed for backup or archival purposes only provided that (i) the Software is always Used by the same User at any given time and (ii) both instances of the Software under the same Bitmap2Material Pro License are not Used simultaneously. Upon Allegorithmic express prior written consent, which Allegorithmic may withhold at its sole discretion, Allegorithmic may authorize You to install the Software on additional computers(s) and might request that You deactivate other copies of the Software installed on existing computers.
4. Restriction on Use of Bitmap2Material if You Use Substance Live
If Your right to Use Substance B2M is part of Your License to Substance Live and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to Use the Software (i) for up to 31 days after your last payment of the subscription License Fees for Substance Live which are payable monthly or otherwise , or (ii) once You acquire a long-term license on Substance B2M in accordance with the terms set out in the Substance Live Specific Terms and Conditions.