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End-User License Agreement
Akeytsu Software End-User License Agreement 2.1
This EULA is applicable to Akeytsu Software in its version 2019-4-1 or higher.
Last updated: December 18th, 2019
PREAMBLE
The use of Akeytsu Software is subject to the acceptance of the Agreement between NUKEYGARA and Customer, which is composed of the Terms and Conditions and this End-User License Agreement (EULA).
Customer who acquired this Akeytsu License has accepted the Agreement and has undertaken to ensure that its End-Users will respect it. Therefore, the terms of this EULA also apply to each and every End-Users and NUKEYGARA draws their attention to the following terms.
In the event of a breach of the EULA made by an End-User, Customer shall be liable for such breach.
NUKEYGARA also draws the attention of End-Users to the existence of processing of their personal data when using Akeytsu Software. For more information about it, please read the Section 2 of this EULA.
1. Definitions
Unless expressly provided otherwise herein, the terms and expressions beginning with a capital letter and used in the body of this agreement shall refer to the definitions given below.
“Agreement” means both this EULA and the NUKEYGARA Terms and Conditions accepted by Customer.
“Akeytsu License” means the Trial, Pro, Indie and Education Licenses together and any other paid Akeytsu Licenses.
“Akeytsu Software” means the software called Akeytsu edited by NUKEYGARA in its version 2019-1-1or higher. This software is notably protected by French copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
“Customer” means the Legal Entity who has entered into the Agreement with NUKEYGARA.
“End-User” means an individual who belongs to Customer Legal Entity and who is authorized by Customer to use the Akeytsu Software. End-User shall comply with the EULA.
“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.
“License Type” means the different license restrictions and price schemes targeting different customer profiles. License Type are listed in Section 3.1 of this EULA.
“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.
“Education 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.
“EULA” means the End-User License Agreement of the Akeytsu Software.
“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.
“NUKEYGARA” means NUKEYGARA a French simplified joint-stock company (société par actions simplifiée) with share capital of € 30.750, incorporated and registered in France with company number 802 163 766 RCS Lyon, whose registered office is at 130 rue Duguesclin, 69006 Lyon (FRANCE).
“Perpetual License” is a type of license which allow Customer to purchase an Akeytsu Software license and to use it for an indefinitely period in return for the payment of a single fee. Each fresh Perpetual License comes with a free 12-month period of Maintenance. After this initial period, and at its sole discretion, Customer may decide to continue to use its perpetual license without Maintenance or to pay the fees corresponding to Maintenance in order to benefit from it. The rights of use and the restrictions of the Perpetual License depends on Customer License Type and are defined in the EULA.
“Pro License” means the standard terms and conditions granting full rights to an Akeytsu Software licensee, as set forth in this EULA.
“Revenue” means (1) either Customer annual gross revenue where Customer does not belong to a group (2) or the consolidated annual revenue where Customer belong to a group of companies. For clarification purpose, consolidated annual revenue means the sum of the annual turnover of the group’s legal units from which Customer belongs.
“Seat” means the right for one individual to use the Akeytsu Software in accordance with the license purchased. Several Seats can be purchased for a license.
“Subscription-Based License” is a type of license which allow Customer to use Akeytsu Software for a limited period of use (monthly or annual period) depending of the plan subscribed (monthly plan or annual plan). At the end of the subscription plan, the subscription-based license expires, and Customer shall no longer use Akeytsu Software. Each Subscription-based license include Maintenance for the period of the subscription plan.. The rights of use and the restrictions of the Subscription-Based License depends on Customer License Type are defined in the EULA.
“Test 3D Models” means virtual 3D rigged and animated characters namely “Akeyboy”, “e-LysE” and “Sky Surfer” created respectively by Vanilla Seed, Etienne Beschet and Hocus Pocus Studio for NUKEYGARA and included in the Software, in order to train you to the use of the Software and as an example of the Software capacities.
“Trial License” means the free trial version of the Akeytsu Software, as set forth in this EULA.
2. DATA PRIVACY
In the context of the execution of this Agreement, the provision of Services and the execution of Akeytsu Software, NUKEYGARA is required to process personal data belonging either to Customer or End-Users, mainly in order:
(i) to manage the Customer relationship (for the performance of the Agreement),
(ii) to provide aggregated usage statistics of End-Users use of Akeytsu Software (in accordance with NUKEYGARA legitimate interests);
(iii) to get aggregated crash report in order to identify and fix bugs (in accordance with NUKEYGARA legitimate interests);
(iv) and to license validation and checking purposes to prevent unauthorized use (for the performance of the Agreement).
Customer and End-Users have several rights on their personal data: right to access, right to rectification, right to erasure, right to restrict processing, right to portability, right to object, right to lodge a complaint.
For further information on the processing of personal information regarding license activation and checking, Customer and End-User may consult NUKEYGARA Privacy Policy online: https://www.nukeygara.com/legal.
3. GENERAL PROVISIONS FOR ALL LICENSE TYPE
3.1. LICENSE TYPE
The license granted to Customer depends on the License Type to which it belongs. License Type determines Customer’s rights to use NUKEYGARA Software as well as the fees due by Customer.
License Type includes the following categories: Trial License, Not-For-Resale License, Indie License, Pro License, Education License.
3.2. LICENSE ACTIVATION AND CHECKING
Customer shall activate its license prior to use Akeytsu Software by entering the License Key during the installation.
License Key is provided to Customer:
- For Perpetual License: after full payment fees;
- For Subscription-based License: after payment of the first fees dues;
- For Education License: immediately, provided that Customer provides a proof of eligibility;
- For Trial License: Immediately.
License activation requires an internet connection to check the validity of the License Key entered.
Except for specific restrictions applicable to certain License Categories, License Key can be installed on as many computers as Customer wishes. Despite floating license, the use of Akeytsu Software requires checking the number of End-Users who use simultaneously the software in order to ensure that the number of Seats contained in Customer license is not exceeded. If the number of Seats is reached, the last incoming End-Users will not be able to use Akeytsu Software until other End-Users log out.
License Checking is regularly done to ensure that the number of Seats purchased by Customer or allowed by NUKEYGARA is not reached, and to do so, an internet connection is required.
Subscription-based License also requires an internet connection to check the status of Customer subscription and payments. If Customer has not connected to the Internet at least once during the last 7 (seven) days, the Use of Akeytsu Software may be suspended.
For further information on the processing of personal information regarding license activation and checking, Customer may consult NUKEYGARA Privacy Policy online: https://www.nukeygara.com/legal.
3.3. GENERAL RESTRICTIONS
Except as expressly specified in this Agreement, Customer may not:
(i) copy (except in the course of loading or installing) or modify or create derivative works of Akeytsu Software;
(ii) distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to Akeytsu Software to any third party;
(iii) make the functionality of Akeytsu Software available to multiple users or third parties through any means, including but not limited to by uploading Akeytsu 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; use Akeytsu Software to develop a competing product; or
(iv) do anything that could cause or result in Akeytsu Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that Akeytsu Software (including the runtime portion thereof) or other software combined or distributed with Akeytsu Software be:
i. disclosed or distributed in source code form,
ii. licensed for the purpose of making derivative works, or
iii. redistributable at no charge.
Customer acknowledges and agrees that portions of Akeytsu 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 translate, disassemble, decompile or reverse engineer NUKEYGARA 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.
4. TRIAL LICENSE
4.1. Overview
Trial License purpose is solely to enable Customer to evaluate NUKEYGARA Software functionalities with its own business needs.
Trial License is a Seat-Locked License which means that Customer is not allowed to use its Trial Version serial key on several workstations.
Trial License lasts for 30 days only from the date of download of the trial version of NUKEYGARA Software. Customer is not authorized and will not be able to use its Trial License after this duration nor to ask for a new Trial License serial key. Customer may only request to receive a new Trial License serial key after 24 months from the termination of its last Trial License.
4.2. Right to use
Conditioned upon the compliance with the terms and conditions of the Agreement, NUKEYGARA grants to Customer a non-exclusive, non-transferable 30-day license to install and execute the executable form of the Akeytsu Software, solely for internal use.
Customer may not sublicence the rights granted herein.
4.3. Restrictions
These restrictions are without prejudice to the General Restrictions set out in Section 3.3 of the EULA.
Customer may only install Akeytsu Software on a single computer.
Customer may not sell, exploit, publish or distribute any Licensee Content created under a Trial License, for commercial use.
NUKEYGARA will make the trial version of Akeytsu Software available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period provided to use Akeytsu Software defined on Section 4 of this EULA, or (b) the start date of any paid Akeytsu License ordered by Customer.
At the end of the free Trial License, Customer may order any Akeytsu License.
5. NOT-FOR-RESALE LICENSE
5.1. Overview
"Not-For-Resale License" or "NFR License" means a License granted for a limited duration to use Akeytsu Software in a non-production environment for
(i) internal developing and testing purposes
(ii) or internal training purposes.
NFR License are floating license provided with a number of Seats determined by NUKEYGARA at its sole discretion.
5.2. Right to use
Conditioned upon the compliance with the terms and conditions of the Agreement, NUKEYGARA grants to Customer a non-exclusive, non-transferable license to install and execute the executable form of the Akeytsu Software, solely for internal use.
This license is granted for a period of time determined by NUKEYGARA at its sole discretion.
5.3. Restrictions
These restrictions are without prejudice to the General Restrictions set out in Section 3.3 of the EULA.
Customer may not sublicence the rights granted herein.
Customer may not sell, exploit, publish or distribute any Licensee Content created under a Not-For-Resale License, for commercial use.
6. INDIE LICENSE / PRO LICENSE
6.1. Overview
Customer using Akeytsu Software for commercial or professional purposes shall purchase a license authorizing such commercial use, namely either an Indie License or a Pro License.
When Customer’s Revenues:
- do not exceed $ 100.000 per year, Customer shall purchase an Indie License;
- exceed $ 100.000 per year, Customer shall purchase a Pro License.
By “Revenue” the Parties mean
(1) either Customer annual gross revenue where Customer does not belong to a group
(2) or the consolidated annual revenue where Customer belong to a group of companies. For clarification purpose, consolidated annual revenue means the sum of the annual turnover of the group’s legal units from which Customer belongs.
If Customer wishes to use Akeytsu Software only for the needs of one of its clients, it shall take into account its client’s Revenues to determine which license to purchase rather than take into account its own Revenues.
Upon simple request, Customer shall provide to NUKEYGARA all supporting documents to verify the amount of its Revenues. NUKEYGARA may also verify Customer’s Revenue itself, by checking any official company database.
If the license purchased by Customer does not correspond to its Revenues, NUKEYGARA may claim payment of the amount of fees due by Customer as well as the application of the new fees rates.
In any case, in the event of Customer's refusal to pay the new fees rates or the fees due, NUKEYGARA may terminate all Services and licenses subscribed by Customer.
In the event of a decrease in Revenues allowing Customer to benefit from the Indie License, it is Customer’s sole responsibility to request to switch from the Pro License to the Indie License for the next contractual period. No refund of Indie/Pro License fees paid will be made by NUKEYGARA retroactively.
6.2. Floating-License
Indie / Pro License are floating license which allow Customer’s End-User to install Akeytsu Software on different computers and use it at the same time, provided that Customer has purchased a sufficient number of Seats (namely, one End-User per Seat using Akeytsu Software at the same time).
6.3. License Freeze (For Indie License only)
Customer who purchases an Indie Subscription-based license may decide to transform such license into a Perpetual License.
License freeze option is only available to the Indie Customer who has paid the Indie Subscription-Based License fees for at least 12 months over the last 15 calendar months.
When Customer freezes its Subscription-Based License, the lowest number of the 12 highest numbers of Seats associated with the Subscription-based License over the last 15 months will determine the number of Seats associated with the frozen Perpetual License while the number of Seats remaining will be deleted. Customer may acquire additional seats by purchasing another Subscription-Based or Perpetual Licence.
When Customer freezes its Subscription-Based License, its subsequent Perpetual License does not come with Maintenance. If Customer is interested in benefiting from it, it may purchase Maintenance at any time.
6.4. Right to use
Conditioned upon the compliance with the terms and conditions of this Agreement and payment of all applicable fees, NUKEYGARA grants to Customer a non-exclusive, non-transferable license to install and execute the executable form of the Akeytsu Software, solely for internal use by one End-User per Seat at a time to develop Licensee Content.
Customer is expressly allowed to sell, exploit, publish or distribute, for commercial use or not commercial, any Licensee Content developed under an Indie/Pro License.
Customer may not sublicense the rights granted herein.
6.5. Copies of Akeytsu Software and others paid NUKEYGARA products
Customer may install Akeytsu Software and any other paid NUKEYGARA products on both a primary computer and any other computers, solely for its convenience.
Customer may make a single copy of the Akeytsu Software solely for backup or archival purposes.
6.6. Restrictions
Indie/Pro License restrictions are set out in Section 3.3 “General Restrictions” of the EULA.
7. EDUCATION LICENSE
7.1. Overview
Education Licenses are divided into two sub-categories:
- on the one hand, the Student/Teacher Education License
- and on the other hand, the University/School/Academy Education License.
All Education Licenses are granted for a period of one year only. Their renewal is not automatic.
Education Licenses are subject to important restrictions to use specified in Section 7.5 of this EULA.
7.2. Eligibility
Customer shall provide a proof of eligibility for the Education License of its interest, namely:
- for Student/Teacher Education License, an up-to-date school certificate or an up-to-date certificate of teaching quality for the current year.
- for University/School/Academy Education License, a document attesting to the educational nature of the institution.
All the proof of eligibility provided shall be valid and up to date.
NUKEYGARA reserves the right to refuse the grant of an Education License or to revoke a license in case of any doubt regarding the authenticity and/or the validity of the proof of eligibility provided by Customer.
7.3. Floating License
Education License are floating license which allow Customer’s End-User to install Akeytsu Software on different computers and use it at the same time, provided that Customer has a sufficient number of Seats (namely, one End-User per Seat using Akeytsu Software at the same time).
Student/Teacher Education License are floating license with one Seat only.
University/School/Academy Education License are floating license provided with a maximum of 15 Seats. Educational Legal Entity are not allowed to conclude several Education Licenses for the same Legal Entity. If Customer wishes to acquire more Seats for its educational Legal Entity, it shall contact NUKEYGARA to negotiate a specific license agreement.
7.4. Right to use
Conditioned upon the compliance with the terms and conditions of this Agreement, NUKEYGARA grants to Customer a non-exclusive, non-transferable one-year license to install and execute the executable form of the Akeytsu Software, solely for internal use by one End-User per Seat at a time to develop Licensee Content.
7.5. Restrictions
Customer may not sell, exploit, publish or distribute any Licensee Content created under an Education License, for commercial use.
Customer is solely authorized to use Akeytsu Software in a strictly educational purpose, excluding any commercial purpose.
For the avoidance of doubt, Customer acknowledges and agrees that as an express condition to the Education License rights granted under Section 7.1 Customer is not allowed:
- to combine or to integrate in any manner any Licensee Content developed with an Education License with any Licensee Content developed simultaneously with an Indie or Pro License owned by another person or entity than Customer;
- to import any Licensee Content developed with an Education License in a version of Akeytsu Software under the terms of an Indie or Pro License.
If Customer is an eligible user of an Education License, Customer may initiate a project using only the latter Akeytsu License and subsequently upgrade all (but not less than all) of its Education License to an Indie or Pro License.
Customer may not sublicense the rights granted herein.
7.6. Specific restrictions for Student/Teacher Education License
Student/Teacher Education License shall only be installed on computers personally owned by Customer. They may not be installed on computers belonging to a Legal Entity or lent by a Legal Entity and in particular by the educational Legal Entity where Customer is a student or a teacher.
7.7. University/School/Academy Education License
Student/School/Education License shall only be installed on computers belonging to Customer.
8. OWNERSHIP
8.1. Ownership of Akeytsu Software
Akeytsu Software is licensed, not sold. NUKEYGARA and/or its licensors retain ownership of Akeytsu Software including all intellectual property rights therein. Akeytsu Software is protected by French copyright laws and international treaties. NUKEYGARA reserves all rights in Akeytsu Software not expressly granted to Customer in this Agreement. Customer shall 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.
8.2. Ownership on the Test 3D Models
The Test 3D Models are protected by French copyright laws and NUKEYGARA retains all ownership on Test 3D Models, including all intellectual property rights therein.
Customer shall not copy or modify or create derivative works of Test 3D Models, except for Customer’s internal purpose of training.
Customer shall not distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to Test 3D Models to any third party.
9. TERM
Akeytsu Licenses are granted for different terms depending on the License Type granted to Customer:
- Trial License granted under this EULA will remain in effect for the period defined in Section 4 of this EULA, unless Customer upgrades to an Indie/Pro License.
- Education License granted under this EULA will remain in effect for the period defined in Section 7 of this EULA, prior Customer’s eligibility to use an Education License.
- Subscription-based License will remain in effect for the period of subscription as explained in Section 6 of this EULA.
- Perpetual License will remain in effect without any time limit.
Notwithstanding the above, any License granted under this Agreement will automatically terminate, with or without prior notice from NUKEYGARA, if Customer fail to pay all fees dues for the Akeytsu License granted or for breach of any term of this Agreement made by Customer or one of its End-User. Upon termination, Customer shall promptly delete and destroy all copies of Akeytsu Software in its possession or control. NUKEYGARA may also disable Akeytsu Software upon expiration of the Akeytsu License granted or in the event of any breach of this Agreement.
Akeytsu Software End-User License Agreement 2.1
This EULA is applicable to Akeytsu Software in its version 2019-4-1 or higher.
Last updated: December 18th, 2019
PREAMBLE
The use of Akeytsu Software is subject to the acceptance of the Agreement between NUKEYGARA and Customer, which is composed of the Terms and Conditions and this End-User License Agreement (EULA).
Customer who acquired this Akeytsu License has accepted the Agreement and has undertaken to ensure that its End-Users will respect it. Therefore, the terms of this EULA also apply to each and every End-Users and NUKEYGARA draws their attention to the following terms.
In the event of a breach of the EULA made by an End-User, Customer shall be liable for such breach.
NUKEYGARA also draws the attention of End-Users to the existence of processing of their personal data when using Akeytsu Software. For more information about it, please read the Section 2 of this EULA.
1. Definitions
Unless expressly provided otherwise herein, the terms and expressions beginning with a capital letter and used in the body of this agreement shall refer to the definitions given below.
“Agreement” means both this EULA and the NUKEYGARA Terms and Conditions accepted by Customer.
“Akeytsu License” means the Trial, Pro, Indie and Education Licenses together and any other paid Akeytsu Licenses.
“Akeytsu Software” means the software called Akeytsu edited by NUKEYGARA in its version 2019-1-1or higher. This software is notably protected by French copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
“Customer” means the Legal Entity who has entered into the Agreement with NUKEYGARA.
“End-User” means an individual who belongs to Customer Legal Entity and who is authorized by Customer to use the Akeytsu Software. End-User shall comply with the EULA.
“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.
“License Type” means the different license restrictions and price schemes targeting different customer profiles. License Type are listed in Section 3.1 of this EULA.
“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.
“Education 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.
“EULA” means the End-User License Agreement of the Akeytsu Software.
“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.
“NUKEYGARA” means NUKEYGARA a French simplified joint-stock company (société par actions simplifiée) with share capital of € 30.750, incorporated and registered in France with company number 802 163 766 RCS Lyon, whose registered office is at 130 rue Duguesclin, 69006 Lyon (FRANCE).
“Perpetual License” is a type of license which allow Customer to purchase an Akeytsu Software license and to use it for an indefinitely period in return for the payment of a single fee. Each fresh Perpetual License comes with a free 12-month period of Maintenance. After this initial period, and at its sole discretion, Customer may decide to continue to use its perpetual license without Maintenance or to pay the fees corresponding to Maintenance in order to benefit from it. The rights of use and the restrictions of the Perpetual License depends on Customer License Type and are defined in the EULA.
“Pro License” means the standard terms and conditions granting full rights to an Akeytsu Software licensee, as set forth in this EULA.
“Revenue” means (1) either Customer annual gross revenue where Customer does not belong to a group (2) or the consolidated annual revenue where Customer belong to a group of companies. For clarification purpose, consolidated annual revenue means the sum of the annual turnover of the group’s legal units from which Customer belongs.
“Seat” means the right for one individual to use the Akeytsu Software in accordance with the license purchased. Several Seats can be purchased for a license.
“Subscription-Based License” is a type of license which allow Customer to use Akeytsu Software for a limited period of use (monthly or annual period) depending of the plan subscribed (monthly plan or annual plan). At the end of the subscription plan, the subscription-based license expires, and Customer shall no longer use Akeytsu Software. Each Subscription-based license include Maintenance for the period of the subscription plan.. The rights of use and the restrictions of the Subscription-Based License depends on Customer License Type are defined in the EULA.
“Test 3D Models” means virtual 3D rigged and animated characters namely “Akeyboy”, “e-LysE” and “Sky Surfer” created respectively by Vanilla Seed, Etienne Beschet and Hocus Pocus Studio for NUKEYGARA and included in the Software, in order to train you to the use of the Software and as an example of the Software capacities.
“Trial License” means the free trial version of the Akeytsu Software, as set forth in this EULA.
2. DATA PRIVACY
In the context of the execution of this Agreement, the provision of Services and the execution of Akeytsu Software, NUKEYGARA is required to process personal data belonging either to Customer or End-Users, mainly in order:
(i) to manage the Customer relationship (for the performance of the Agreement),
(ii) to provide aggregated usage statistics of End-Users use of Akeytsu Software (in accordance with NUKEYGARA legitimate interests);
(iii) to get aggregated crash report in order to identify and fix bugs (in accordance with NUKEYGARA legitimate interests);
(iv) and to license validation and checking purposes to prevent unauthorized use (for the performance of the Agreement).
Customer and End-Users have several rights on their personal data: right to access, right to rectification, right to erasure, right to restrict processing, right to portability, right to object, right to lodge a complaint.
For further information on the processing of personal information regarding license activation and checking, Customer and End-User may consult NUKEYGARA Privacy Policy online: https://www.nukeygara.com/legal.
3. GENERAL PROVISIONS FOR ALL LICENSE TYPE
3.1. LICENSE TYPE
The license granted to Customer depends on the License Type to which it belongs. License Type determines Customer’s rights to use NUKEYGARA Software as well as the fees due by Customer.
License Type includes the following categories: Trial License, Not-For-Resale License, Indie License, Pro License, Education License.
3.2. LICENSE ACTIVATION AND CHECKING
Customer shall activate its license prior to use Akeytsu Software by entering the License Key during the installation.
License Key is provided to Customer:
- For Perpetual License: after full payment fees;
- For Subscription-based License: after payment of the first fees dues;
- For Education License: immediately, provided that Customer provides a proof of eligibility;
- For Trial License: Immediately.
License activation requires an internet connection to check the validity of the License Key entered.
Except for specific restrictions applicable to certain License Categories, License Key can be installed on as many computers as Customer wishes. Despite floating license, the use of Akeytsu Software requires checking the number of End-Users who use simultaneously the software in order to ensure that the number of Seats contained in Customer license is not exceeded. If the number of Seats is reached, the last incoming End-Users will not be able to use Akeytsu Software until other End-Users log out.
License Checking is regularly done to ensure that the number of Seats purchased by Customer or allowed by NUKEYGARA is not reached, and to do so, an internet connection is required.
Subscription-based License also requires an internet connection to check the status of Customer subscription and payments. If Customer has not connected to the Internet at least once during the last 7 (seven) days, the Use of Akeytsu Software may be suspended.
For further information on the processing of personal information regarding license activation and checking, Customer may consult NUKEYGARA Privacy Policy online: https://www.nukeygara.com/legal.
3.3. GENERAL RESTRICTIONS
Except as expressly specified in this Agreement, Customer may not:
(i) copy (except in the course of loading or installing) or modify or create derivative works of Akeytsu Software;
(ii) distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to Akeytsu Software to any third party;
(iii) make the functionality of Akeytsu Software available to multiple users or third parties through any means, including but not limited to by uploading Akeytsu 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; use Akeytsu Software to develop a competing product; or
(iv) do anything that could cause or result in Akeytsu Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that Akeytsu Software (including the runtime portion thereof) or other software combined or distributed with Akeytsu Software be:
i. disclosed or distributed in source code form,
ii. licensed for the purpose of making derivative works, or
iii. redistributable at no charge.
Customer acknowledges and agrees that portions of Akeytsu 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 translate, disassemble, decompile or reverse engineer NUKEYGARA 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.
4. TRIAL LICENSE
4.1. Overview
Trial License purpose is solely to enable Customer to evaluate NUKEYGARA Software functionalities with its own business needs.
Trial License is a Seat-Locked License which means that Customer is not allowed to use its Trial Version serial key on several workstations.
Trial License lasts for 30 days only from the date of download of the trial version of NUKEYGARA Software. Customer is not authorized and will not be able to use its Trial License after this duration nor to ask for a new Trial License serial key. Customer may only request to receive a new Trial License serial key after 24 months from the termination of its last Trial License.
4.2. Right to use
Conditioned upon the compliance with the terms and conditions of the Agreement, NUKEYGARA grants to Customer a non-exclusive, non-transferable 30-day license to install and execute the executable form of the Akeytsu Software, solely for internal use.
Customer may not sublicence the rights granted herein.
4.3. Restrictions
These restrictions are without prejudice to the General Restrictions set out in Section 3.3 of the EULA.
Customer may only install Akeytsu Software on a single computer.
Customer may not sell, exploit, publish or distribute any Licensee Content created under a Trial License, for commercial use.
NUKEYGARA will make the trial version of Akeytsu Software available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period provided to use Akeytsu Software defined on Section 4 of this EULA, or (b) the start date of any paid Akeytsu License ordered by Customer.
At the end of the free Trial License, Customer may order any Akeytsu License.
5. NOT-FOR-RESALE LICENSE
5.1. Overview
"Not-For-Resale License" or "NFR License" means a License granted for a limited duration to use Akeytsu Software in a non-production environment for
(i) internal developing and testing purposes
(ii) or internal training purposes.
NFR License are floating license provided with a number of Seats determined by NUKEYGARA at its sole discretion.
5.2. Right to use
Conditioned upon the compliance with the terms and conditions of the Agreement, NUKEYGARA grants to Customer a non-exclusive, non-transferable license to install and execute the executable form of the Akeytsu Software, solely for internal use.
This license is granted for a period of time determined by NUKEYGARA at its sole discretion.
5.3. Restrictions
These restrictions are without prejudice to the General Restrictions set out in Section 3.3 of the EULA.
Customer may not sublicence the rights granted herein.
Customer may not sell, exploit, publish or distribute any Licensee Content created under a Not-For-Resale License, for commercial use.
6. INDIE LICENSE / PRO LICENSE
6.1. Overview
Customer using Akeytsu Software for commercial or professional purposes shall purchase a license authorizing such commercial use, namely either an Indie License or a Pro License.
When Customer’s Revenues:
- do not exceed $ 100.000 per year, Customer shall purchase an Indie License;
- exceed $ 100.000 per year, Customer shall purchase a Pro License.
By “Revenue” the Parties mean
(1) either Customer annual gross revenue where Customer does not belong to a group
(2) or the consolidated annual revenue where Customer belong to a group of companies. For clarification purpose, consolidated annual revenue means the sum of the annual turnover of the group’s legal units from which Customer belongs.
If Customer wishes to use Akeytsu Software only for the needs of one of its clients, it shall take into account its client’s Revenues to determine which license to purchase rather than take into account its own Revenues.
Upon simple request, Customer shall provide to NUKEYGARA all supporting documents to verify the amount of its Revenues. NUKEYGARA may also verify Customer’s Revenue itself, by checking any official company database.
If the license purchased by Customer does not correspond to its Revenues, NUKEYGARA may claim payment of the amount of fees due by Customer as well as the application of the new fees rates.
In any case, in the event of Customer's refusal to pay the new fees rates or the fees due, NUKEYGARA may terminate all Services and licenses subscribed by Customer.
In the event of a decrease in Revenues allowing Customer to benefit from the Indie License, it is Customer’s sole responsibility to request to switch from the Pro License to the Indie License for the next contractual period. No refund of Indie/Pro License fees paid will be made by NUKEYGARA retroactively.
6.2. Floating-License
Indie / Pro License are floating license which allow Customer’s End-User to install Akeytsu Software on different computers and use it at the same time, provided that Customer has purchased a sufficient number of Seats (namely, one End-User per Seat using Akeytsu Software at the same time).
6.3. License Freeze (For Indie License only)
Customer who purchases an Indie Subscription-based license may decide to transform such license into a Perpetual License.
License freeze option is only available to the Indie Customer who has paid the Indie Subscription-Based License fees for at least 12 months over the last 15 calendar months.
When Customer freezes its Subscription-Based License, the lowest number of the 12 highest numbers of Seats associated with the Subscription-based License over the last 15 months will determine the number of Seats associated with the frozen Perpetual License while the number of Seats remaining will be deleted. Customer may acquire additional seats by purchasing another Subscription-Based or Perpetual Licence.
When Customer freezes its Subscription-Based License, its subsequent Perpetual License does not come with Maintenance. If Customer is interested in benefiting from it, it may purchase Maintenance at any time.
6.4. Right to use
Conditioned upon the compliance with the terms and conditions of this Agreement and payment of all applicable fees, NUKEYGARA grants to Customer a non-exclusive, non-transferable license to install and execute the executable form of the Akeytsu Software, solely for internal use by one End-User per Seat at a time to develop Licensee Content.
Customer is expressly allowed to sell, exploit, publish or distribute, for commercial use or not commercial, any Licensee Content developed under an Indie/Pro License.
Customer may not sublicense the rights granted herein.
6.5. Copies of Akeytsu Software and others paid NUKEYGARA products
Customer may install Akeytsu Software and any other paid NUKEYGARA products on both a primary computer and any other computers, solely for its convenience.
Customer may make a single copy of the Akeytsu Software solely for backup or archival purposes.
6.6. Restrictions
Indie/Pro License restrictions are set out in Section 3.3 “General Restrictions” of the EULA.
7. EDUCATION LICENSE
7.1. Overview
Education Licenses are divided into two sub-categories:
- on the one hand, the Student/Teacher Education License
- and on the other hand, the University/School/Academy Education License.
All Education Licenses are granted for a period of one year only. Their renewal is not automatic.
Education Licenses are subject to important restrictions to use specified in Section 7.5 of this EULA.
7.2. Eligibility
Customer shall provide a proof of eligibility for the Education License of its interest, namely:
- for Student/Teacher Education License, an up-to-date school certificate or an up-to-date certificate of teaching quality for the current year.
- for University/School/Academy Education License, a document attesting to the educational nature of the institution.
All the proof of eligibility provided shall be valid and up to date.
NUKEYGARA reserves the right to refuse the grant of an Education License or to revoke a license in case of any doubt regarding the authenticity and/or the validity of the proof of eligibility provided by Customer.
7.3. Floating License
Education License are floating license which allow Customer’s End-User to install Akeytsu Software on different computers and use it at the same time, provided that Customer has a sufficient number of Seats (namely, one End-User per Seat using Akeytsu Software at the same time).
Student/Teacher Education License are floating license with one Seat only.
University/School/Academy Education License are floating license provided with a maximum of 15 Seats. Educational Legal Entity are not allowed to conclude several Education Licenses for the same Legal Entity. If Customer wishes to acquire more Seats for its educational Legal Entity, it shall contact NUKEYGARA to negotiate a specific license agreement.
7.4. Right to use
Conditioned upon the compliance with the terms and conditions of this Agreement, NUKEYGARA grants to Customer a non-exclusive, non-transferable one-year license to install and execute the executable form of the Akeytsu Software, solely for internal use by one End-User per Seat at a time to develop Licensee Content.
7.5. Restrictions
Customer may not sell, exploit, publish or distribute any Licensee Content created under an Education License, for commercial use.
Customer is solely authorized to use Akeytsu Software in a strictly educational purpose, excluding any commercial purpose.
For the avoidance of doubt, Customer acknowledges and agrees that as an express condition to the Education License rights granted under Section 7.1 Customer is not allowed:
- to combine or to integrate in any manner any Licensee Content developed with an Education License with any Licensee Content developed simultaneously with an Indie or Pro License owned by another person or entity than Customer;
- to import any Licensee Content developed with an Education License in a version of Akeytsu Software under the terms of an Indie or Pro License.
If Customer is an eligible user of an Education License, Customer may initiate a project using only the latter Akeytsu License and subsequently upgrade all (but not less than all) of its Education License to an Indie or Pro License.
Customer may not sublicense the rights granted herein.
7.6. Specific restrictions for Student/Teacher Education License
Student/Teacher Education License shall only be installed on computers personally owned by Customer. They may not be installed on computers belonging to a Legal Entity or lent by a Legal Entity and in particular by the educational Legal Entity where Customer is a student or a teacher.
7.7. University/School/Academy Education License
Student/School/Education License shall only be installed on computers belonging to Customer.
8. OWNERSHIP
8.1. Ownership of Akeytsu Software
Akeytsu Software is licensed, not sold. NUKEYGARA and/or its licensors retain ownership of Akeytsu Software including all intellectual property rights therein. Akeytsu Software is protected by French copyright laws and international treaties. NUKEYGARA reserves all rights in Akeytsu Software not expressly granted to Customer in this Agreement. Customer shall 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.
8.2. Ownership on the Test 3D Models
The Test 3D Models are protected by French copyright laws and NUKEYGARA retains all ownership on Test 3D Models, including all intellectual property rights therein.
Customer shall not copy or modify or create derivative works of Test 3D Models, except for Customer’s internal purpose of training.
Customer shall not distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to Test 3D Models to any third party.
9. TERM
Akeytsu Licenses are granted for different terms depending on the License Type granted to Customer:
- Trial License granted under this EULA will remain in effect for the period defined in Section 4 of this EULA, unless Customer upgrades to an Indie/Pro License.
- Education License granted under this EULA will remain in effect for the period defined in Section 7 of this EULA, prior Customer’s eligibility to use an Education License.
- Subscription-based License will remain in effect for the period of subscription as explained in Section 6 of this EULA.
- Perpetual License will remain in effect without any time limit.
Notwithstanding the above, any License granted under this Agreement will automatically terminate, with or without prior notice from NUKEYGARA, if Customer fail to pay all fees dues for the Akeytsu License granted or for breach of any term of this Agreement made by Customer or one of its End-User. Upon termination, Customer shall promptly delete and destroy all copies of Akeytsu Software in its possession or control. NUKEYGARA may also disable Akeytsu Software upon expiration of the Akeytsu License granted or in the event of any breach of this Agreement.