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1. LICENSE
1.1 By downloading, using or installing ANIMVR software (hereinafter “the Software”), you (the user of the Software) (hereinafter “Licensee”) hereby accept this license agreement and the terms of use contained in this license agreement (hereinafter “License”).
1.2 The ANIMVR software and all intellectual property pertaining to it, are owned by the Danish company, NVRMIND IVS, operating under Company Number 39152703 (hereinafter “Licensor”).
1.3 This License supersedes and replaces all prior discussions, promises, understandings and agreements regarding the Software.
2. License models
2.1 The following table describes the five different license models governed by the License.
2.2 Definitions
2.2.1 “Commercial use” = any use of the Software that directly or indirectly generates income.
2.2.2 “Named user” = License is assigned to a named user.
2.2.3 “Floating license” = License may be used by any individual within Licensee’s organization; however the Licensee’s use of the Software is limited to the subscribed number of licenses.
2.2.4 “Device License” = License is assigned to a device. Licensee’s use of the Software is limited to the subscribed number of licenses and may only be installed on devices owned and operated by Licensee and connected to Licensee’s network.
2.2.5 “Educational license” = License for use in academic institutions with a degree awarding body where the major purpose of the institution is education and academic research.
2.2.6 “Yearly Subscription” = Licensee pays a yearly recurring fee for the use of the License. The License is only valid if the user have an active subscription.
2.2.7 “Evaluation License” = License may be used to evaluate the Software. Licensee may use the Software non-commercially for up to 30 days, after which the License terminates. Licensee may reuse project-files created with the Evaluation License under other Software License models.
3. GRANT OF LICENSE
3.1 This License grants to Licensee, and Licensee accepts, a non-transferable, non-exclusive license to use the Software including any patches, upgrades and associated documentation subject to the terms set forth herein. Licensor reserves the right to supplement or amend the terms herein with terms transpiring from the Software itself and which are accepted by Licensee during download, installation or updating the Software.
3.2 This License does not grant Licensee with an interest or ownership in or to the Software, but only a limited right to use subject to the terms of this License.
4. RESTRICTIONS
4.1 Licensee may not give away, rent lease or sell the Software or any parts hereof, or otherwise transfer Licensee’s right under this License unless agreed in writing by Licensor.
4.2 Licensee may not reverse engineer, decompile, disassemble or in any other manner attempt to derive source code from the Software except to the extent allowed by the mandatory law in Licensee’s jurisdiction.
4.3 Licensee agrees to maintain all copyright notices and any full and partial copies of the Software during the license period. Licensee must not use or allow any third party to use the Software in any manner that may infringe any intellectual property rights, including without limitation patents, copyrights or trademark rights or any proprietary or trade secret interests.
5. LICENSE AUDIT
5.1 Licensee is at all times obliged to ensure that Licensee’s use of the Software corresponds to Licensee’s acquired licenses.
5.2 If Licensee’s usage exceeds Licensee’s licensed usage or if Licensor can otherwise demonstrate that additional license fees are used, Licensor is entitled to invoice Licensee in accordance with Licensor’s general price list for the Software without regard for any agreed discount schemes. Licensor’s right to such payments shall not lapse even if Licensor does not claim the payments upon the audit but at a later date.
5.3 Nothing in the above shall restrict Licensor from exercising any other remedies, including without limitation the right to termination according to this License.
6. TERM OF LICENSE
6.1 This License becomes effective (hereinafter “Effective Date”) upon Licensee’s receipt of the Software or upon Licensee’s use of the Software, whichever is first, at which date Licensee is considered to have accepted this License, and the License shall continue until terminated by either Licensee or Licensor or breached by Licensee.
6.2 Licensor may at its discretion disable the Software and/or terminate this License upon breach of any term herein, including (i) if the license or other fees are not paid on time, (ii) if Licensee uses more copies of the Software than licensed for, or (iii) if a third party instructed, engaged or allowed access by Licensee, amends, modifies, makes additions, deletions or changes to the Software, or (iv) if Licensee makes or permits any third party to make unauthorized copies of the Software, or (v) if Licensee fails to comply with any other provision of this License.
6.3 If this License is terminated, Licensee must cease any use of the Software immediately and delete all copies of the Software, including without limitation any back-up copies, unless otherwise agreed in writing by Licensor.
6.4 Licensee may terminate this license for convenience by deleting all copies of the Software, including without limitation any back-up copies, and stop any use of the Software.
7. LIMITED OR NO WARRANTY
7.1 Licensee acknowledges that Licensee is solely responsible for selecting the software and determining the software’s suitability for Licensee’s particular purpose. Licensee bears the risk that the Software does not meet Licensee’s requirements.
7.2 Licensee accepts that the Software, like any software, may not be error free or free from defects and Licensor grants no warranty in this respect. The Software is provided “as-is” and Licensee uses the Software at Licensee’s own risk.
7.3 Licensor warrants for a period of thirty (30) days after the Effective Date only, that the Software will substantially conform to the description in the applicable documentation (hereinafter “the Documentation”) for the Software.
8. LICENSEE’S REMEDIES
8.1 Licensee’s exclusive remedy for any material defect in the Software for which Licensor is responsible and Licensors sole obligation under the limited warranty above will be for Licensor to correct, in a reasonable time period, the error or defect in the Software where the Software does not perform substantially in accordance with the Documentation, or, at the exclusive choice of Licensor, either to replace the Software, or to refund Licensee a proportional part of the license fee which in the sole opinion of Licensor corresponds to the value of the defunct Software or Documentation. Licensee has no other remedies except if required by mandatory law in Licensee’s jurisdiction.
9. NO OTHER WARRANTIES
9.1 EXCEPT FOR THE WARRANTIES SET FORTH HEREIN LICENSOR AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, PROMISES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE OR EQUIPMENT, COMPONENTS, ANY LOST DATA OR DOCUMENTATION, SOFTWARE PRODUCED DATA, ANY SERVICES OR TECHNICAL ASSISTANCE OR ANY OTHER ITEM DELIVERED BY LICENSOR.
10. LIABILITY
10.1 LICENSOR AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR AND LICENSEE ASSUME RESPONSIBILITY FOR ALL PERSONAL INJURY AND PROPERTY DAMAGE RESULTING FROM THE USE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR, ITS OFFICERS, AGENTS, EMPLOYEES OR SUPPLIERS BE LIABLE TO ANY PERSON OR ENTITY FOR THE LOSS OF PROFITS OR FOR INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE OR THE PERFORMANCE OF THE SOFTWARE, EVEN IF LICENSOR OR ITS OFFICERS, AGENTS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT LOSS OF DATA SHALL BE CONSIDERED INDIRECT DAMAGES HEREUNDER. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF LICENSOR AND ITS SUPPLIERS EXCEED THE INITIAL LICENSE FEE PAID FOR THE SOFTWARE (AND THUS NOT INCLUDING ANNUAL LICENSE FEES AND OTHER FEES) GIVING RISE TO THE CLAIM.
11. THIRD PARTY RIGHTS
11.1 If a third party makes a claim against Licensee stating that any part of the Software originating from Licensor (Licensor assumes no liability whatsoever in any part of the Software or software originating from third parties, e.g. database software or operating systems infringing third party intellectual property rights) infringes any patent, copyright or other intellectual property right (hereinafter “Claim”), Licensor will defend Licensee against the Claim and pay all costs, damages and expenses - including reasonable attorney's fees - finally awarded against Licensee by a court having jurisdiction over the matter; provided that: (i) Licensee notifies Licensor in writing no later than five (5) days after Licensee has become aware of a Claim or a potential Claim; (ii) Licensor may assume sole control of the legal handling of the Claim and all related actions and negotiations; and (iii) Licensee – at Licensee’s own cost – will provide Licensor with the assistance, information and authority, which in the opinion of Licensor will be necessary to perform Licensor’s obligations under this clause.
11.2 Notwithstanding the above, Licensor shall have no liability for (i) any Claim based on the combination of the Software with products or services not provided by Licensor and (ii) the modification of the Software by any person other than Licensor.
11.3 If, due to a Claim or the threat of a Claim, (i) any part of the Software is held by a court having jurisdiction over the matter, or in Licensor’s reasonable opinion may be held to infringe the rights of a third party by such a court, (ii) Licensee receives a valid court order preventing Licensee from using any part of the Software, or (iii) in Licensor’s reasonable opinion Licensee receives such an order, Licensor shall at its own expense (i) obtain for Licensee the right to continue the use of this part of the Software, or (ii) replace or modify the Software to make it non-infringing, provided that such modification or replacement will provide Licensee with a substantially equivalent result. If none of the above options are available on a basis that Licensor considers to be commercially reasonable, then Licensor may - in whole or in part - terminate the License and refund to Licensee the license fee paid for the infringing part of the Software, as well as the license fee paid for any part of the Software that is rendered unusable by Licensee as a result of such unresolved infringement, upon return or deletion as required by Licensor of the infringing and the unusable parts of the Software by Licensee to Licensor. Unless otherwise explicitly stated in this clause any claim due to a Claim or the threat of a Claim - including claims for damages and/or pro rata reduction - shall be governed by the limitation of liability in clause 9.
12. ASSIGNMENT
12.1 Licensor may without Licensee’s consent assign its rights under this License wholly or partly to a third party, or entrust the performance of its obligations or parts hereof to subcontractors. Licensor’s use of subcontractors does not release Licensor from its obligations with Licensee.
12.2 Licensee may not assign Licensee’s rights under this License or it’s intended rights of use to any third party without the consent of Licensor. If such assignment without prior approval takes place the License shall become automatically void and Licensor’s duty to provide services and support shall immediately cease.
13. TRADEMARK / BRANDS
13.1 Licensee agrees to recognize the ANIMVR brand, whenever the Software is used in any part of Licensee’s production process.
13.2 Licensor shall be entitled to feature Licensee (including Licensee’s logo) and any productions created by Licensee on Licensor’s website and as part of Licensor’s marketing portfolio for a period of up to 5 years after the License has been terminated.
14. CHOICE OF LAW AND VENUE
14.1 THIS LICENSE SHALL BE GOVERNED BY, AND EXCLUSIVELY CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE KINGDOM OF DENMARK, NOT TAKING INTO ACCOUNT ITS PROVISIONS THAT MAY LEAD TO THE APPLICATION OF ANY OTHER SUBSTANTIAL LAW THAN DANISH LAW.
14.2 ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE BREACH, TERMINATION OR INVALIDITY THEREOF SHALL BE SETTLED BY THE ORDINARY DANISH COURTS.
14.3 THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE CITY COURT OF COPENHAGEN, DENMARK, AS THE AGREED VENUE IN THE FIRST INSTANCE.
14.4 NOTWITHSTANDING THE ABOVE, LICENSOR SHALL AT ITS SOLE DISCRETION BE ENTITLED TO INITIATE PROCEEDINGS AGAINST LICENSEE IN A COURT OF ITS CHOICE INCLUDING WITHOUT LIMITATION IN CASE OF NON-PAYMENT BY LICENSEE OR LICENSEE INFRINGEMENT OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS OR TRADE SECRETS OR BREACH OF THE LICENSE BY LICENSEE.
1.1 By downloading, using or installing ANIMVR software (hereinafter “the Software”), you (the user of the Software) (hereinafter “Licensee”) hereby accept this license agreement and the terms of use contained in this license agreement (hereinafter “License”).
1.2 The ANIMVR software and all intellectual property pertaining to it, are owned by the Danish company, NVRMIND IVS, operating under Company Number 39152703 (hereinafter “Licensor”).
1.3 This License supersedes and replaces all prior discussions, promises, understandings and agreements regarding the Software.
2. License models
2.1 The following table describes the five different license models governed by the License.
2.2 Definitions
2.2.1 “Commercial use” = any use of the Software that directly or indirectly generates income.
2.2.2 “Named user” = License is assigned to a named user.
2.2.3 “Floating license” = License may be used by any individual within Licensee’s organization; however the Licensee’s use of the Software is limited to the subscribed number of licenses.
2.2.4 “Device License” = License is assigned to a device. Licensee’s use of the Software is limited to the subscribed number of licenses and may only be installed on devices owned and operated by Licensee and connected to Licensee’s network.
2.2.5 “Educational license” = License for use in academic institutions with a degree awarding body where the major purpose of the institution is education and academic research.
2.2.6 “Yearly Subscription” = Licensee pays a yearly recurring fee for the use of the License. The License is only valid if the user have an active subscription.
2.2.7 “Evaluation License” = License may be used to evaluate the Software. Licensee may use the Software non-commercially for up to 30 days, after which the License terminates. Licensee may reuse project-files created with the Evaluation License under other Software License models.
3. GRANT OF LICENSE
3.1 This License grants to Licensee, and Licensee accepts, a non-transferable, non-exclusive license to use the Software including any patches, upgrades and associated documentation subject to the terms set forth herein. Licensor reserves the right to supplement or amend the terms herein with terms transpiring from the Software itself and which are accepted by Licensee during download, installation or updating the Software.
3.2 This License does not grant Licensee with an interest or ownership in or to the Software, but only a limited right to use subject to the terms of this License.
4. RESTRICTIONS
4.1 Licensee may not give away, rent lease or sell the Software or any parts hereof, or otherwise transfer Licensee’s right under this License unless agreed in writing by Licensor.
4.2 Licensee may not reverse engineer, decompile, disassemble or in any other manner attempt to derive source code from the Software except to the extent allowed by the mandatory law in Licensee’s jurisdiction.
4.3 Licensee agrees to maintain all copyright notices and any full and partial copies of the Software during the license period. Licensee must not use or allow any third party to use the Software in any manner that may infringe any intellectual property rights, including without limitation patents, copyrights or trademark rights or any proprietary or trade secret interests.
5. LICENSE AUDIT
5.1 Licensee is at all times obliged to ensure that Licensee’s use of the Software corresponds to Licensee’s acquired licenses.
5.2 If Licensee’s usage exceeds Licensee’s licensed usage or if Licensor can otherwise demonstrate that additional license fees are used, Licensor is entitled to invoice Licensee in accordance with Licensor’s general price list for the Software without regard for any agreed discount schemes. Licensor’s right to such payments shall not lapse even if Licensor does not claim the payments upon the audit but at a later date.
5.3 Nothing in the above shall restrict Licensor from exercising any other remedies, including without limitation the right to termination according to this License.
6. TERM OF LICENSE
6.1 This License becomes effective (hereinafter “Effective Date”) upon Licensee’s receipt of the Software or upon Licensee’s use of the Software, whichever is first, at which date Licensee is considered to have accepted this License, and the License shall continue until terminated by either Licensee or Licensor or breached by Licensee.
6.2 Licensor may at its discretion disable the Software and/or terminate this License upon breach of any term herein, including (i) if the license or other fees are not paid on time, (ii) if Licensee uses more copies of the Software than licensed for, or (iii) if a third party instructed, engaged or allowed access by Licensee, amends, modifies, makes additions, deletions or changes to the Software, or (iv) if Licensee makes or permits any third party to make unauthorized copies of the Software, or (v) if Licensee fails to comply with any other provision of this License.
6.3 If this License is terminated, Licensee must cease any use of the Software immediately and delete all copies of the Software, including without limitation any back-up copies, unless otherwise agreed in writing by Licensor.
6.4 Licensee may terminate this license for convenience by deleting all copies of the Software, including without limitation any back-up copies, and stop any use of the Software.
7. LIMITED OR NO WARRANTY
7.1 Licensee acknowledges that Licensee is solely responsible for selecting the software and determining the software’s suitability for Licensee’s particular purpose. Licensee bears the risk that the Software does not meet Licensee’s requirements.
7.2 Licensee accepts that the Software, like any software, may not be error free or free from defects and Licensor grants no warranty in this respect. The Software is provided “as-is” and Licensee uses the Software at Licensee’s own risk.
7.3 Licensor warrants for a period of thirty (30) days after the Effective Date only, that the Software will substantially conform to the description in the applicable documentation (hereinafter “the Documentation”) for the Software.
8. LICENSEE’S REMEDIES
8.1 Licensee’s exclusive remedy for any material defect in the Software for which Licensor is responsible and Licensors sole obligation under the limited warranty above will be for Licensor to correct, in a reasonable time period, the error or defect in the Software where the Software does not perform substantially in accordance with the Documentation, or, at the exclusive choice of Licensor, either to replace the Software, or to refund Licensee a proportional part of the license fee which in the sole opinion of Licensor corresponds to the value of the defunct Software or Documentation. Licensee has no other remedies except if required by mandatory law in Licensee’s jurisdiction.
9. NO OTHER WARRANTIES
9.1 EXCEPT FOR THE WARRANTIES SET FORTH HEREIN LICENSOR AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, PROMISES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE OR EQUIPMENT, COMPONENTS, ANY LOST DATA OR DOCUMENTATION, SOFTWARE PRODUCED DATA, ANY SERVICES OR TECHNICAL ASSISTANCE OR ANY OTHER ITEM DELIVERED BY LICENSOR.
10. LIABILITY
10.1 LICENSOR AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR AND LICENSEE ASSUME RESPONSIBILITY FOR ALL PERSONAL INJURY AND PROPERTY DAMAGE RESULTING FROM THE USE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR, ITS OFFICERS, AGENTS, EMPLOYEES OR SUPPLIERS BE LIABLE TO ANY PERSON OR ENTITY FOR THE LOSS OF PROFITS OR FOR INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE OR THE PERFORMANCE OF THE SOFTWARE, EVEN IF LICENSOR OR ITS OFFICERS, AGENTS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT LOSS OF DATA SHALL BE CONSIDERED INDIRECT DAMAGES HEREUNDER. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF LICENSOR AND ITS SUPPLIERS EXCEED THE INITIAL LICENSE FEE PAID FOR THE SOFTWARE (AND THUS NOT INCLUDING ANNUAL LICENSE FEES AND OTHER FEES) GIVING RISE TO THE CLAIM.
11. THIRD PARTY RIGHTS
11.1 If a third party makes a claim against Licensee stating that any part of the Software originating from Licensor (Licensor assumes no liability whatsoever in any part of the Software or software originating from third parties, e.g. database software or operating systems infringing third party intellectual property rights) infringes any patent, copyright or other intellectual property right (hereinafter “Claim”), Licensor will defend Licensee against the Claim and pay all costs, damages and expenses - including reasonable attorney's fees - finally awarded against Licensee by a court having jurisdiction over the matter; provided that: (i) Licensee notifies Licensor in writing no later than five (5) days after Licensee has become aware of a Claim or a potential Claim; (ii) Licensor may assume sole control of the legal handling of the Claim and all related actions and negotiations; and (iii) Licensee – at Licensee’s own cost – will provide Licensor with the assistance, information and authority, which in the opinion of Licensor will be necessary to perform Licensor’s obligations under this clause.
11.2 Notwithstanding the above, Licensor shall have no liability for (i) any Claim based on the combination of the Software with products or services not provided by Licensor and (ii) the modification of the Software by any person other than Licensor.
11.3 If, due to a Claim or the threat of a Claim, (i) any part of the Software is held by a court having jurisdiction over the matter, or in Licensor’s reasonable opinion may be held to infringe the rights of a third party by such a court, (ii) Licensee receives a valid court order preventing Licensee from using any part of the Software, or (iii) in Licensor’s reasonable opinion Licensee receives such an order, Licensor shall at its own expense (i) obtain for Licensee the right to continue the use of this part of the Software, or (ii) replace or modify the Software to make it non-infringing, provided that such modification or replacement will provide Licensee with a substantially equivalent result. If none of the above options are available on a basis that Licensor considers to be commercially reasonable, then Licensor may - in whole or in part - terminate the License and refund to Licensee the license fee paid for the infringing part of the Software, as well as the license fee paid for any part of the Software that is rendered unusable by Licensee as a result of such unresolved infringement, upon return or deletion as required by Licensor of the infringing and the unusable parts of the Software by Licensee to Licensor. Unless otherwise explicitly stated in this clause any claim due to a Claim or the threat of a Claim - including claims for damages and/or pro rata reduction - shall be governed by the limitation of liability in clause 9.
12. ASSIGNMENT
12.1 Licensor may without Licensee’s consent assign its rights under this License wholly or partly to a third party, or entrust the performance of its obligations or parts hereof to subcontractors. Licensor’s use of subcontractors does not release Licensor from its obligations with Licensee.
12.2 Licensee may not assign Licensee’s rights under this License or it’s intended rights of use to any third party without the consent of Licensor. If such assignment without prior approval takes place the License shall become automatically void and Licensor’s duty to provide services and support shall immediately cease.
13. TRADEMARK / BRANDS
13.1 Licensee agrees to recognize the ANIMVR brand, whenever the Software is used in any part of Licensee’s production process.
13.2 Licensor shall be entitled to feature Licensee (including Licensee’s logo) and any productions created by Licensee on Licensor’s website and as part of Licensor’s marketing portfolio for a period of up to 5 years after the License has been terminated.
14. CHOICE OF LAW AND VENUE
14.1 THIS LICENSE SHALL BE GOVERNED BY, AND EXCLUSIVELY CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE KINGDOM OF DENMARK, NOT TAKING INTO ACCOUNT ITS PROVISIONS THAT MAY LEAD TO THE APPLICATION OF ANY OTHER SUBSTANTIAL LAW THAN DANISH LAW.
14.2 ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE BREACH, TERMINATION OR INVALIDITY THEREOF SHALL BE SETTLED BY THE ORDINARY DANISH COURTS.
14.3 THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE CITY COURT OF COPENHAGEN, DENMARK, AS THE AGREED VENUE IN THE FIRST INSTANCE.
14.4 NOTWITHSTANDING THE ABOVE, LICENSOR SHALL AT ITS SOLE DISCRETION BE ENTITLED TO INITIATE PROCEEDINGS AGAINST LICENSEE IN A COURT OF ITS CHOICE INCLUDING WITHOUT LIMITATION IN CASE OF NON-PAYMENT BY LICENSEE OR LICENSEE INFRINGEMENT OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS OR TRADE SECRETS OR BREACH OF THE LICENSE BY LICENSEE.