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EULA
Akeytsu Software License Agreement 1.0
Last updated: June 24, 2015
PREAMBLE
Nukeygara S.A.S, is a business entity validly incorporated in accordance with French law ("Nukeygara" or “we”)
Nukeygara’s business purpose includes, but is not limited to, the development of software and Saas services.
Nukeygara has entirely developed a software solution called “Akeytsu”, which serves to make 3D animation and whose services are precisely described on http://www.nukeygara.com/
This software is notably protected by French copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
You may only access akeytsu under a license, as identified and described on Nukeygara’s website. This license must be validated online at least once in order to use Akeytsu. From then on, you may use Akeytsu offline.
To access to the software, you can subscribe to the free and time-limited Akeytsu Trial License or Akeytsu Beta License, or directly to a paid Akeytsu License.
SUMMARY OF IMPORTANT USE RESTRICTIONS
This summary is made to explain you the main requirements of the Akeytsu Software License Agreement 1.0
Please tough read carefully the entire Agreement and definitions below.
Entity Size Restrictions for Akeytsu Indie License
Akeytsu Indie License may not be licensed or used by a commercial entity with annual gross revenues (based on prior fiscal year) in excess of 200 000 $ (Dollars) or by an educational, academic, non-profit or government entity with a total annual budget for the entire entity (based on prior fiscal year) in excess of 200 000 $ (Dollars).
Legal Entities May Not Use Akeytsu Learn License with Akeytsu Pro License or Akeytsu Indie License
You may not combine or integrate content you develop with Akeytsu Learn License simultaneously with any content you develop with Akeytsu Pro or Indie License (See Section 4.3).
One user at a time per License
Any Legal Entity, like commercial and government users, must purchase an Akeytsu License for each individual using it simultaneously.
For one Akeytsu Pro License and all other paid Nukeygara products, you may install such products on both a primary and several computers for use only by one user at a time. With only one License You may not use two or more of these simultaneously.
Akeytsu Learn License
Under a Learn License, you may not sell, exploit, publish or distribute any Licensee Content, for commercial use.
AKEYTSU SOFTWARE LICENSE AGREEMENT VERSION 1.0
1. Acceptance and Legal Entity Representations
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND NUKEYGARA HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.
Nukeygara is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement.
By downloading, installing or using the Software, you are agreeing that you understand this Agreement and accept all of its terms.
If you are accepting the terms of this Agreement on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that Legal Entity.
If you do not accept all the terms of this Agreement, then Nukeygara is unwilling to license the Software to you, and you must destroy all copies of the Software in your possession or control and so certify by email to Nukeygara within thirty (30) days. If Nukeygara timely receives such certification, Nukeygara shall refund the fees paid.
You expressly acknowledge and agree that if the annual gross revenues or annual budget, as applicable, of the Legal Entity during its prior fiscal year exceeded 200 000 $ (Dollars) (or an equivalent amount in another currency), then Nukeygara is unwilling to license Akeytsu Indie License to you, and you must upgrade from Akeytsu Indie License to Akeytsu Pro License.
2. Definitions
“Akeyboy” means the virtual 3D animated character created by Vanilla Seed for Nukeygara included in the Software, in order to train you to the use of the Software and as an example of the Software capacities.
“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. Legal Entity includes, without limitation, any government, non-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university.
“Licensee Content” means animations, images, video, substances or any other content resulting of your use of the Software, under the terms of an Akeytsu License.
“Software” means all beta and 1.x versions and updates of all the Nukeygara software and solution called “Akeytsu”, whose services are precisely identified and described on Nukeygara’s website: http://www.nukeygara.com/
“Akeytsu Indie License” means the specifics terms and restrictions of the commercial offer targeting independent professionals (individual or legal entity), as set forth in this EULA.
“Akeytsu Pro License” means the standard terms and conditions granting full rights to an Akeytsu Software licensee, as set forth in this EULA.
“Akeytsu Trial License” means the free trial version of the Akeytsu Software, as set forth in this EULA.
“Akeytsu Beta License” means the specifics terms and restrictions of the commercial offer targeting any individual or legal entity that use the beta version of the Software, as set forth in this EULA.
“Akeytsu Learn License” means the specifics terms and restrictions of the commercial offer targeting educational, academic, or non-profit entity (legal entity), as set out in this EULA.
“Akeytsu License” means the Trial, Pro, Indie, Beta and Learn Akeytsu Licenses together and any other paid Akeytsu Licenses.
3. Rights granted under the Akeytsu Pro License
3.1. Use Rights.
Conditioned upon your compliance with the terms and conditions of this Agreement and payment of all applicable Akeytsu Pro License fees, Nukeygara grants you a non-exclusive, non-transferable license to install and execute the executable form of the Software, solely for internal use by one person at a time to develop Licensee Content, and under the provisions of your Akeytsu License as identified and described on Nukeygara’s website.
You are expressly allowed to sell, exploit, publish or distribute, for commercial use or not commercial, any Licensee Content that you develop under an Akeytsu Pro License.
The identification’s data of the person officially subscribing an Akeytsu License are transmitted online by you.
You may not sublicense the rights granted herein.
3.2. Copies of Akeytsu Software and others paid Nukeygara products.
You may install Akeytsu Software and any other paid Nukeygara products on both a primary computer and any other computers, solely for your convenience. but only for use by one person at a time.
You may make a single copy of the Software solely for backup or archival purposes. For the sake of clarity, you may only use one installation at any given time.
4. Restriction concerning other type of License
4.1. Akeytsu Trial License
For any subscription of an Akeytsu Trial License, Nukeygara grants you the same rights of Section 3.1 and 3.2, except the express restriction of the present Section 4.1.
Nukeygara will make the trial version of the Software available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period provided to use the Software(s) defined on line on the Nukeygara website, or (b) the start date of any paid Akeytsu License ordered by you.
At the end of the free Akeytsu Trial License, you may order any Akeytsu License and upgrade it to Akeytsu Pro, Indie or Learn License.
Additional trial terms and conditions may appear online on the Akeytsu Trial License registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
NOTWITHSTANDING THE SECTION “11 NO WARANTY”, DURING THE FREE TRIAL THE SERVICES OF THE SOFTWARE ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
4.2. Akeytsu Indie License.
For any subscription of an Akeytsu Indie License, Nukeygara grants you the same rights of Section 3.1 and 3.2, except the express restriction of the present Section 4.2.
You are allowed to subscribe an Akeytsu Indie License only if your annual gross revenues during your prior fiscal year did not exceed 200 000 $ (Dollars) (or an equivalent amount in another currency).
Additional trial terms and conditions may appear online on the Akeytsu Indie License registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
4.3. Akeytsu Learn License.
For any subscription of an Akeytsu Learn License, Nukeygara grants you the same rights of Section 3.1 and 3.2, except the express restriction of the present Section 4.3.
If you subscribe a Learn License, you may not sell, exploit, publish or distribute any Licensee Content, for commercial use.
In this case, you are authorized to use the Software in a strictly educational purpose, excluding any commercial purpose.
For the avoidance of doubt, you acknowledge and agree that as an express condition to the License rights granted under Section 3.1, you are not allowed:
- to combine or to integrate in any manner any Licensee Content developed with a Learn Akeytsu License with any Licensee Content developed simultaneously with an Akeytsu Pro License or an Akeytsu Indie License owned by another person or entity than you ;
- to import any Licensee Content developed with an Akeytsu Learn License in a version of Akeytsu Software under the terms of an Akeytsu Pro License or an Akeytsu Indie License.
If you are an allowed user of Akeytsu Learn License, you may initiate a project using only the latter Akeytsu License and subsequently upgrade all (but not less than all) of your Akeytsu Learn License to Akeytsu Pro or Indie License.
4.4. Akeytsu Beta License
For any subscription of an Akeytsu Beta License, Nukeygara grants you the same rights of Section 3.1 and 3.2, except the express restriction of the present Section 4.4.
Nukeygara will make the beta version of the Software available to you on a trial basis free of charge until the earlier of (a) the end of the beta period provided to use the Software(s) defined on line on the Nukeygara website, or (b) the start date of any paid Akeytsu License ordered by you.
At the end of the Akeytsu Beta License, you may order any Akeytsu License and upgrade it to Akeytsu Pro, Indie or Learn License.
Additional terms and conditions may appear online on the Akeytsu Beta License registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
NOTWITHSTANDING THE SECTION “11 NO WARANTY”, DURING THE BETA LICENSE, THE SERVICES OF THE SOFTWARE ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
5. General restrictions.
Except as expressly specified in this Agreement, you may not:
(i) copy (except in the course of loading or installing) or modify or create derivative works of the Software;
(ii) distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the Software to any third party;
(iii) make the functionality of the Software available to multiple users or third parties through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services;
(iv) use the Software to develop a competing product; or
(v) 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 that the Software (including the runtime portion thereof) or other software combined or distributed with the Software be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of Nukeygara and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
6. Ownership
6.1. Ownership of the Software
The Software is licensed, not sold.
Nukeygara and/or its licensors retain ownership of the Software including all intellectual property rights therein.
The Software is protected by French copyright laws and international treaties.
Nukeygara reserves all rights in the Software not expressly granted to you in this Agreement.
You will not delete or in any manner alter any Nukeygara or third-party copyright, trademark or other proprietary rights notices or markings appearing on or in the Software.
6.2. Ownership on the Akeyboy
The Akeyboy is protected by French copyright laws and Nukeygara retains all ownership on the Akeyboy, including all intellectual property rights therein.
You will not copy or modify or create derivative works of the Akeyboy, except for your internal purpose of training.
You will not distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the Akeyboy to any third party.
7. Fees and Taxes
You agree to pay all amounts due for the Software as set forth on the description of Akeytsu License on Nukeygara’s website, 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 and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or your receipt or use of the Software, except for taxes based on Nukeygara’s net income.
In the event that Nukeygara is required to collect any tax for which you are responsible, you will pay such tax directly to Nukeygara.
If you pay any withholding taxes that are required to be paid under applicable law, you will promptly furnish Nukeygara with written documentation of all such tax payments, including receipts.
8. Consent to Data Collection
You acknowledge and agree the Software need to collect your account information ( email/ name/ company/ VAT number/ billing address/ and Ip address), may make internet connections and report information back to Nukeygara to (i) give you authorized access to the Software (ii) check for Software updates; (iii) provide aggregated usage statistics of your use of the Software and the use of your Licensee Content by end users; and (iiii) validate license keys in order to prevent unauthorized use.
For these reasons, the collection of these Data is reported to the CNIL (Commission National Informatique et liberté - www.cnil.fr ) by Nukeygara by declaration NS 48: 1870737.
Nukeygara can use Data exclusively to control and personalize your access to the Software.
Nukeygara does not make any other commercial use of such Data and does not transfer it to any of Nukeygara’s partners. However Nukeygara may on occasion make use of it, following prior anonymisation, for statistical and analytical purposes.
In accordance with the aforementioned articles 38, 39 and 40 of the French Data Protection Act of January 6, 1978, You may exercise your rights with Nukeygara concerning access, rectification and opposition to the processing of any of your personal data.
To exercise these rights, please contact Nukeygara by email at info@nukeygara.com
In accordance with the French Data Protection Act of 6 January 1978, Nukeygara is committed to taking all necessary precautions to safeguard the security and confidentiality of Data, and in particular prevent them from being distorted, damaged and disclosed to unauthorized persons.
Such personal data is not retained beyond a period of three 3 years after your last access to the Software.
9. Maintenance and Support
We may, in our sole discretion, provide you any Software update (.x version) or corrective maintenance service, free of charges and which does not imply recognition of any obligation for us.
Any other upgrade (higher version) or developmental maintenance service may be provided to you with charge and on quotation, in our sole discretion.
As a licensee of the Software you may contact Nukeygara support by email via support@nukeygara.com in accordance with Nukeygara’s current policies.
You also may access the Nukeygara support resources on the Nukeygara web site at https://nukeygara.atlassian.net/issues/
No other kind of support service on the Software is granted by Nukeygara.
10. Term
If you have licensed a free Trial or Beta version of the Software, the Akeytsu Trial or Beta License granted under this Agreement will remain in effect for a period defined online on the Nukeygara website, unless earlier terminated in accordance with this Agreement.
If you have licensed a paid Akeytsu License, this license granted under this Agreement will remain in effect unless earlier terminated in accordance with this Agreement.
The license granted under this Agreement will automatically terminate, with or without notice from Nukeygara, if you breach any term of this Agreement or fail to pay all fees due for the license.
Upon termination, you must at Nukeygara’s option either promptly delete and destroy or return to Nukeygara all copies of the Software in your possession or control.
Nukeygara may also disable the Software you have licensed upon expiration of a subscription term license or in the event you breach this Agreement.
11. No Warranty
ALL VERSION OF THE SOFTWARE ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. NUKEYGARA 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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NUKEYGARA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
12. Limitation of Liability
NUKEYGARA AND ITS LICENSORS’ TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR ONE HUNDRED DOLLARS (100$). IN NO EVENT WILL NUKEYGARA 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, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT NUKEYGARA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 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.
13. Export Law
You agree to comply fully with all export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
14. General
This Agreement will 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 will not apply.
Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by French Court of Lyon.
Notwithstanding the foregoing, you agree that Nukeygara shall have the right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.
You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Nukeygara’s prior written consent, and any attempt by you to do so, without such consent, will be void. Without limiting the generality of the foregoing, if you are an employee of a Legal Entity, you may not assign or transfer this Agreement or any rights granted hereunder to your employer without Nukeygara’s prior written consent, and any attempt by you to do so, without such consent, will be void.
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.
All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt.
All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section.
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
Nukeygara reserves the right to change and update this Agreement, at any time, without notice. Nukeygara recommends that you review this Agreement regularly. The use of the Software will be subject to the Agreement in effect at the time of use.
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.
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 Nukeygara have executed a separate agreement governing use of the Software.
The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
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 Nukeygara and will be deemed null.
Akeytsu Software License Agreement 1.0
Last updated: June 24, 2015
PREAMBLE
Nukeygara S.A.S, is a business entity validly incorporated in accordance with French law ("Nukeygara" or “we”)
Nukeygara’s business purpose includes, but is not limited to, the development of software and Saas services.
Nukeygara has entirely developed a software solution called “Akeytsu”, which serves to make 3D animation and whose services are precisely described on http://www.nukeygara.com/
This software is notably protected by French copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
You may only access akeytsu under a license, as identified and described on Nukeygara’s website. This license must be validated online at least once in order to use Akeytsu. From then on, you may use Akeytsu offline.
To access to the software, you can subscribe to the free and time-limited Akeytsu Trial License or Akeytsu Beta License, or directly to a paid Akeytsu License.
SUMMARY OF IMPORTANT USE RESTRICTIONS
This summary is made to explain you the main requirements of the Akeytsu Software License Agreement 1.0
Please tough read carefully the entire Agreement and definitions below.
Entity Size Restrictions for Akeytsu Indie License
Akeytsu Indie License may not be licensed or used by a commercial entity with annual gross revenues (based on prior fiscal year) in excess of 200 000 $ (Dollars) or by an educational, academic, non-profit or government entity with a total annual budget for the entire entity (based on prior fiscal year) in excess of 200 000 $ (Dollars).
Legal Entities May Not Use Akeytsu Learn License with Akeytsu Pro License or Akeytsu Indie License
You may not combine or integrate content you develop with Akeytsu Learn License simultaneously with any content you develop with Akeytsu Pro or Indie License (See Section 4.3).
One user at a time per License
Any Legal Entity, like commercial and government users, must purchase an Akeytsu License for each individual using it simultaneously.
For one Akeytsu Pro License and all other paid Nukeygara products, you may install such products on both a primary and several computers for use only by one user at a time. With only one License You may not use two or more of these simultaneously.
Akeytsu Learn License
Under a Learn License, you may not sell, exploit, publish or distribute any Licensee Content, for commercial use.
AKEYTSU SOFTWARE LICENSE AGREEMENT VERSION 1.0
1. Acceptance and Legal Entity Representations
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND NUKEYGARA HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.
Nukeygara is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement.
By downloading, installing or using the Software, you are agreeing that you understand this Agreement and accept all of its terms.
If you are accepting the terms of this Agreement on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that Legal Entity.
If you do not accept all the terms of this Agreement, then Nukeygara is unwilling to license the Software to you, and you must destroy all copies of the Software in your possession or control and so certify by email to Nukeygara within thirty (30) days. If Nukeygara timely receives such certification, Nukeygara shall refund the fees paid.
You expressly acknowledge and agree that if the annual gross revenues or annual budget, as applicable, of the Legal Entity during its prior fiscal year exceeded 200 000 $ (Dollars) (or an equivalent amount in another currency), then Nukeygara is unwilling to license Akeytsu Indie License to you, and you must upgrade from Akeytsu Indie License to Akeytsu Pro License.
2. Definitions
“Akeyboy” means the virtual 3D animated character created by Vanilla Seed for Nukeygara included in the Software, in order to train you to the use of the Software and as an example of the Software capacities.
“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. Legal Entity includes, without limitation, any government, non-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university.
“Licensee Content” means animations, images, video, substances or any other content resulting of your use of the Software, under the terms of an Akeytsu License.
“Software” means all beta and 1.x versions and updates of all the Nukeygara software and solution called “Akeytsu”, whose services are precisely identified and described on Nukeygara’s website: http://www.nukeygara.com/
“Akeytsu Indie License” means the specifics terms and restrictions of the commercial offer targeting independent professionals (individual or legal entity), as set forth in this EULA.
“Akeytsu Pro License” means the standard terms and conditions granting full rights to an Akeytsu Software licensee, as set forth in this EULA.
“Akeytsu Trial License” means the free trial version of the Akeytsu Software, as set forth in this EULA.
“Akeytsu Beta License” means the specifics terms and restrictions of the commercial offer targeting any individual or legal entity that use the beta version of the Software, as set forth in this EULA.
“Akeytsu Learn License” means the specifics terms and restrictions of the commercial offer targeting educational, academic, or non-profit entity (legal entity), as set out in this EULA.
“Akeytsu License” means the Trial, Pro, Indie, Beta and Learn Akeytsu Licenses together and any other paid Akeytsu Licenses.
3. Rights granted under the Akeytsu Pro License
3.1. Use Rights.
Conditioned upon your compliance with the terms and conditions of this Agreement and payment of all applicable Akeytsu Pro License fees, Nukeygara grants you a non-exclusive, non-transferable license to install and execute the executable form of the Software, solely for internal use by one person at a time to develop Licensee Content, and under the provisions of your Akeytsu License as identified and described on Nukeygara’s website.
You are expressly allowed to sell, exploit, publish or distribute, for commercial use or not commercial, any Licensee Content that you develop under an Akeytsu Pro License.
The identification’s data of the person officially subscribing an Akeytsu License are transmitted online by you.
You may not sublicense the rights granted herein.
3.2. Copies of Akeytsu Software and others paid Nukeygara products.
You may install Akeytsu Software and any other paid Nukeygara products on both a primary computer and any other computers, solely for your convenience. but only for use by one person at a time.
You may make a single copy of the Software solely for backup or archival purposes. For the sake of clarity, you may only use one installation at any given time.
4. Restriction concerning other type of License
4.1. Akeytsu Trial License
For any subscription of an Akeytsu Trial License, Nukeygara grants you the same rights of Section 3.1 and 3.2, except the express restriction of the present Section 4.1.
Nukeygara will make the trial version of the Software available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period provided to use the Software(s) defined on line on the Nukeygara website, or (b) the start date of any paid Akeytsu License ordered by you.
At the end of the free Akeytsu Trial License, you may order any Akeytsu License and upgrade it to Akeytsu Pro, Indie or Learn License.
Additional trial terms and conditions may appear online on the Akeytsu Trial License registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
NOTWITHSTANDING THE SECTION “11 NO WARANTY”, DURING THE FREE TRIAL THE SERVICES OF THE SOFTWARE ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
4.2. Akeytsu Indie License.
For any subscription of an Akeytsu Indie License, Nukeygara grants you the same rights of Section 3.1 and 3.2, except the express restriction of the present Section 4.2.
You are allowed to subscribe an Akeytsu Indie License only if your annual gross revenues during your prior fiscal year did not exceed 200 000 $ (Dollars) (or an equivalent amount in another currency).
Additional trial terms and conditions may appear online on the Akeytsu Indie License registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
4.3. Akeytsu Learn License.
For any subscription of an Akeytsu Learn License, Nukeygara grants you the same rights of Section 3.1 and 3.2, except the express restriction of the present Section 4.3.
If you subscribe a Learn License, you may not sell, exploit, publish or distribute any Licensee Content, for commercial use.
In this case, you are authorized to use the Software in a strictly educational purpose, excluding any commercial purpose.
For the avoidance of doubt, you acknowledge and agree that as an express condition to the License rights granted under Section 3.1, you are not allowed:
- to combine or to integrate in any manner any Licensee Content developed with a Learn Akeytsu License with any Licensee Content developed simultaneously with an Akeytsu Pro License or an Akeytsu Indie License owned by another person or entity than you ;
- to import any Licensee Content developed with an Akeytsu Learn License in a version of Akeytsu Software under the terms of an Akeytsu Pro License or an Akeytsu Indie License.
If you are an allowed user of Akeytsu Learn License, you may initiate a project using only the latter Akeytsu License and subsequently upgrade all (but not less than all) of your Akeytsu Learn License to Akeytsu Pro or Indie License.
4.4. Akeytsu Beta License
For any subscription of an Akeytsu Beta License, Nukeygara grants you the same rights of Section 3.1 and 3.2, except the express restriction of the present Section 4.4.
Nukeygara will make the beta version of the Software available to you on a trial basis free of charge until the earlier of (a) the end of the beta period provided to use the Software(s) defined on line on the Nukeygara website, or (b) the start date of any paid Akeytsu License ordered by you.
At the end of the Akeytsu Beta License, you may order any Akeytsu License and upgrade it to Akeytsu Pro, Indie or Learn License.
Additional terms and conditions may appear online on the Akeytsu Beta License registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
NOTWITHSTANDING THE SECTION “11 NO WARANTY”, DURING THE BETA LICENSE, THE SERVICES OF THE SOFTWARE ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
5. General restrictions.
Except as expressly specified in this Agreement, you may not:
(i) copy (except in the course of loading or installing) or modify or create derivative works of the Software;
(ii) distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the Software to any third party;
(iii) make the functionality of the Software available to multiple users or third parties through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services;
(iv) use the Software to develop a competing product; or
(v) 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 that the Software (including the runtime portion thereof) or other software combined or distributed with the Software be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of Nukeygara and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
6. Ownership
6.1. Ownership of the Software
The Software is licensed, not sold.
Nukeygara and/or its licensors retain ownership of the Software including all intellectual property rights therein.
The Software is protected by French copyright laws and international treaties.
Nukeygara reserves all rights in the Software not expressly granted to you in this Agreement.
You will not delete or in any manner alter any Nukeygara or third-party copyright, trademark or other proprietary rights notices or markings appearing on or in the Software.
6.2. Ownership on the Akeyboy
The Akeyboy is protected by French copyright laws and Nukeygara retains all ownership on the Akeyboy, including all intellectual property rights therein.
You will not copy or modify or create derivative works of the Akeyboy, except for your internal purpose of training.
You will not distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the Akeyboy to any third party.
7. Fees and Taxes
You agree to pay all amounts due for the Software as set forth on the description of Akeytsu License on Nukeygara’s website, 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 and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or your receipt or use of the Software, except for taxes based on Nukeygara’s net income.
In the event that Nukeygara is required to collect any tax for which you are responsible, you will pay such tax directly to Nukeygara.
If you pay any withholding taxes that are required to be paid under applicable law, you will promptly furnish Nukeygara with written documentation of all such tax payments, including receipts.
8. Consent to Data Collection
You acknowledge and agree the Software need to collect your account information ( email/ name/ company/ VAT number/ billing address/ and Ip address), may make internet connections and report information back to Nukeygara to (i) give you authorized access to the Software (ii) check for Software updates; (iii) provide aggregated usage statistics of your use of the Software and the use of your Licensee Content by end users; and (iiii) validate license keys in order to prevent unauthorized use.
For these reasons, the collection of these Data is reported to the CNIL (Commission National Informatique et liberté - www.cnil.fr ) by Nukeygara by declaration NS 48: 1870737.
Nukeygara can use Data exclusively to control and personalize your access to the Software.
Nukeygara does not make any other commercial use of such Data and does not transfer it to any of Nukeygara’s partners. However Nukeygara may on occasion make use of it, following prior anonymisation, for statistical and analytical purposes.
In accordance with the aforementioned articles 38, 39 and 40 of the French Data Protection Act of January 6, 1978, You may exercise your rights with Nukeygara concerning access, rectification and opposition to the processing of any of your personal data.
To exercise these rights, please contact Nukeygara by email at info@nukeygara.com
In accordance with the French Data Protection Act of 6 January 1978, Nukeygara is committed to taking all necessary precautions to safeguard the security and confidentiality of Data, and in particular prevent them from being distorted, damaged and disclosed to unauthorized persons.
Such personal data is not retained beyond a period of three 3 years after your last access to the Software.
9. Maintenance and Support
We may, in our sole discretion, provide you any Software update (.x version) or corrective maintenance service, free of charges and which does not imply recognition of any obligation for us.
Any other upgrade (higher version) or developmental maintenance service may be provided to you with charge and on quotation, in our sole discretion.
As a licensee of the Software you may contact Nukeygara support by email via support@nukeygara.com in accordance with Nukeygara’s current policies.
You also may access the Nukeygara support resources on the Nukeygara web site at https://nukeygara.atlassian.net/issues/
No other kind of support service on the Software is granted by Nukeygara.
10. Term
If you have licensed a free Trial or Beta version of the Software, the Akeytsu Trial or Beta License granted under this Agreement will remain in effect for a period defined online on the Nukeygara website, unless earlier terminated in accordance with this Agreement.
If you have licensed a paid Akeytsu License, this license granted under this Agreement will remain in effect unless earlier terminated in accordance with this Agreement.
The license granted under this Agreement will automatically terminate, with or without notice from Nukeygara, if you breach any term of this Agreement or fail to pay all fees due for the license.
Upon termination, you must at Nukeygara’s option either promptly delete and destroy or return to Nukeygara all copies of the Software in your possession or control.
Nukeygara may also disable the Software you have licensed upon expiration of a subscription term license or in the event you breach this Agreement.
11. No Warranty
ALL VERSION OF THE SOFTWARE ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. NUKEYGARA 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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NUKEYGARA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
12. Limitation of Liability
NUKEYGARA AND ITS LICENSORS’ TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR ONE HUNDRED DOLLARS (100$). IN NO EVENT WILL NUKEYGARA 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, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT NUKEYGARA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 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.
13. Export Law
You agree to comply fully with all export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
14. General
This Agreement will 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 will not apply.
Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by French Court of Lyon.
Notwithstanding the foregoing, you agree that Nukeygara shall have the right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.
You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Nukeygara’s prior written consent, and any attempt by you to do so, without such consent, will be void. Without limiting the generality of the foregoing, if you are an employee of a Legal Entity, you may not assign or transfer this Agreement or any rights granted hereunder to your employer without Nukeygara’s prior written consent, and any attempt by you to do so, without such consent, will be void.
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.
All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt.
All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section.
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
Nukeygara reserves the right to change and update this Agreement, at any time, without notice. Nukeygara recommends that you review this Agreement regularly. The use of the Software will be subject to the Agreement in effect at the time of use.
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.
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 Nukeygara have executed a separate agreement governing use of the Software.
The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
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 Nukeygara and will be deemed null.