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Substance Designer Software License Agreement 4.x
Last updated: June 17, 2014
Summary of Important Use Restrictions
Please Read the Entire Agreement and Definitions Below
Entity Size Restrictions for Indie License
Substance Designer Indie License may not be licensed or used by a commercial entity with annual
gross revenues (based on prior fiscal year) in excess of US$10,000, 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 US$10,000.
Legal Entities May Not Use Substance Designer Indie License with Substance Designer Pro License
If you are a Legal Entity (of any size), you may not combine or integrate content you develop with
Substance Designer Indie License simultaneously with any content you develop with Substance
Designer Pro License. (See Section 2a)
One User per License
Commercial and government users must purchase a license for each individual using Substance
Designer Pro and any other paid Substance products. For Substance Designer Pro and all other paid
Substance products, you may install such products on both a primary and a secondary computer for
use only by the same user. You may not use both installations simultaneously. If you purchase
educational licenses, you must purchase a license for each computer on which the Software is to be
used.
SUBSTANCE DESIGNER SOFTWARE LICENSE AGREEMENT
VERSION 4.x
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 ALLEGORITHMIC SAS (?ALLEGORITHMIC?) HAVE EXECUTED A SEPARATE
AGREEMENT GOVERNING USE OF THE SOFTWARE.
Allegorithmic 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 Allegorithmic 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 Allegorithmic within thirty (30) days. If Allegorithmic timely receives
such certification, Allegorithmic shall refund the fees paid.
If you are accepting the terms of this Agreement on behalf of a Legal Entity for use of Allegorithmic
Free, you represent and warrant that: (i) if the Legal Entity is a commercial entity, the annual gross
revenues of the Legal Entity during its prior fiscal year did not exceed US$10,000 (or an equivalent
amount in another currency); and (ii) if the Legal Entity is an educational, academic, non-profit or
government entity, the total annual budget for the entire Legal Entity during its prior fiscal year did not
exceed US$10,000 (or an equivalent amount in another currency). 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 US$10,000 (or an equivalent amount in another currency), then
Allegorithmic is unwilling to license Substance Designer Indie to you, and you must destroy all copies
of Substance Designer Indie in your possession or control or you must purchase Substance Designer
Pro License.
0. Definitions
« 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 textures, images, substances or other content that you develop with the
Software.
« Software » means all beta and 1.x versions and updates of all the Substance Designer software
products identified on Allegorithmic’s website.
« Substance Designer Indie License » means the indie version of the Substance Designer software,
as identified on Allegorithmic’s website.
« Substance Designer Pro License » means the full featured version of the Substance Designer
software.
1. Grant of License
a. Use Rights. Conditioned upon your compliance with the terms and conditions of this Agreement and
payment of all applicable fees, Allegorithmic grants you a non-exclusive, non-transferable license to
install and execute the executable form of the Software, solely for internal use by a single person to
develop Licensee Content. You may not sublicense the rights granted herein.
b. Copies of Substance Designer and Other Paid Products. You may install Substance Designer and any
other paid Substance products on both a primary computer and a secondary computer, solely for your
convenience, but only for use by a single person. 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. We may in our sole discretion authorize you to install the Software on an additional computer or
computers upon deactivation of the Software installed on existing computers.
c. Indie, Trial and Educational Product Restrictions. If you are using an indie, trial or educational version
of the Software, you may install the Software on a single computer only. If you are using a trial version
of the Software, you may not publish or distribute any Licensee Content.
2. Restrictions
a. Substance Designer Indie Restrictions. If you are a Legal Entity, you acknowledge and agree that as
an express condition to the license rights granted under Section 1(a), you are not permitted to
combine or integrate in any manner any Licensee Content developed with Substance Designer Indie
with any Licensee Content developed simultaneously with Substance Designer Pro. For the avoidance
of doubt, if you are a permitted user of Substance Designer Indie License, you may commence a
project using only Substance Designer Indie and subsequently upgrade all (but not less than all) of
your licenses to Substance Designer Pro.
b. 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 Allegorithmic 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.
3. Ownership
The Software is licensed, not sold. Allegorithmic and/or its licensors retain ownership of the Software
including all intellectual property rights therein. The Software is protected by copyright laws and
international treaties. Allegorithmic reserves all rights in the Software not expressly granted to you in
this Agreement. You will not delete or in any manner alter any Allegorithmic or third-party copyright,
trademark or other proprietary rights notices or markings appearing on or in the Software.
4. Fees and Taxes
You agree to pay all amounts due for the Software as set forth in the applicable online stores, quote
and/or invoice. All fees payable under this Agreement are net amounts and are payable in full, without
deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes
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 Allegorithmic?s net
income. In the event that Allegorithmic is required to collect any tax for which you are responsible, you
will pay such tax directly to Allegorithmic. If you pay any withholding taxes that are required to be paid
under applicable law, you will promptly furnish Allegorithmic with written documentation of all such tax
payments, including receipts.
5. Consent to Data Collection
You acknowledge and agree the Software may make Internet connections and report information back
to Allegorithmic to (i) check for Software updates; (ii) provide aggregated usage statistics of your use
of the Software and the use of your Licensee Content by end users; and (iii) validate license keys in
order to prevent unauthorized use.
6. Support
As a licensee of the Software you may contact Allegorithmic Support by email via
support@allegorithmic.com in accordance with Allegorithmic?s current policies. You also may access
the Allegorithmic Support resources on the Allegorithmic Web site
at http://support.allegorithmic.com/
7. Term
If you have licensed a trial version of the Software, the license granted under this Agreement will
remain in effect for a period of 30 days, unless earlier terminated in accordance with this Agreement.
For paid in full, perpetual licenses, the 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 Allegorithmic, if you breach any
term of this Agreement or fail to pay all fees due for the license. Upon termination, you must at
Allegorithmic?s option either promptly delete and destroy or return to Allegorithmic all copies of the
Software in your possession or control. Allegorithmic may also disable the Software you have licensed
upon expiration of a subscription term license or in the event you breach this Agreement.
8. No Warranty
THE SOFTWARE IS PROVIDED ?AS IS?, WITHOUT WARRANTY OF ANY KIND. ALLEGORITHMIC
AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND
ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF
TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
ALLEGORITHMIC OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT
EXPRESSLY STATED IN THIS AGREEMENT.
9. Limitation of Liability
ALLEGORITHMIC 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 U.S. DOLLARS (US$100). IN
NO EVENT WILL ALLEGORITHMIC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING
SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES
FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ALLEGORITHMIC 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.
10. 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.
11. 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. Notwithstanding the foregoing, you
agree that Allegorithmic 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 Allegorithmic?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 Allegorithmic?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. Any waiver, modification or amendment of any provision of this Agreement will be effective
only if in writing and signed by authorized representatives of both parties. 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 Allegorithmic 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 Allegorithmic and will be deemed
null.
Last updated: June 17, 2014
Summary of Important Use Restrictions
Please Read the Entire Agreement and Definitions Below
Entity Size Restrictions for Indie License
Substance Designer Indie License may not be licensed or used by a commercial entity with annual
gross revenues (based on prior fiscal year) in excess of US$10,000, 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 US$10,000.
Legal Entities May Not Use Substance Designer Indie License with Substance Designer Pro License
If you are a Legal Entity (of any size), you may not combine or integrate content you develop with
Substance Designer Indie License simultaneously with any content you develop with Substance
Designer Pro License. (See Section 2a)
One User per License
Commercial and government users must purchase a license for each individual using Substance
Designer Pro and any other paid Substance products. For Substance Designer Pro and all other paid
Substance products, you may install such products on both a primary and a secondary computer for
use only by the same user. You may not use both installations simultaneously. If you purchase
educational licenses, you must purchase a license for each computer on which the Software is to be
used.
SUBSTANCE DESIGNER SOFTWARE LICENSE AGREEMENT
VERSION 4.x
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 ALLEGORITHMIC SAS (?ALLEGORITHMIC?) HAVE EXECUTED A SEPARATE
AGREEMENT GOVERNING USE OF THE SOFTWARE.
Allegorithmic 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 Allegorithmic 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 Allegorithmic within thirty (30) days. If Allegorithmic timely receives
such certification, Allegorithmic shall refund the fees paid.
If you are accepting the terms of this Agreement on behalf of a Legal Entity for use of Allegorithmic
Free, you represent and warrant that: (i) if the Legal Entity is a commercial entity, the annual gross
revenues of the Legal Entity during its prior fiscal year did not exceed US$10,000 (or an equivalent
amount in another currency); and (ii) if the Legal Entity is an educational, academic, non-profit or
government entity, the total annual budget for the entire Legal Entity during its prior fiscal year did not
exceed US$10,000 (or an equivalent amount in another currency). 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 US$10,000 (or an equivalent amount in another currency), then
Allegorithmic is unwilling to license Substance Designer Indie to you, and you must destroy all copies
of Substance Designer Indie in your possession or control or you must purchase Substance Designer
Pro License.
0. Definitions
« 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 textures, images, substances or other content that you develop with the
Software.
« Software » means all beta and 1.x versions and updates of all the Substance Designer software
products identified on Allegorithmic’s website.
« Substance Designer Indie License » means the indie version of the Substance Designer software,
as identified on Allegorithmic’s website.
« Substance Designer Pro License » means the full featured version of the Substance Designer
software.
1. Grant of License
a. Use Rights. Conditioned upon your compliance with the terms and conditions of this Agreement and
payment of all applicable fees, Allegorithmic grants you a non-exclusive, non-transferable license to
install and execute the executable form of the Software, solely for internal use by a single person to
develop Licensee Content. You may not sublicense the rights granted herein.
b. Copies of Substance Designer and Other Paid Products. You may install Substance Designer and any
other paid Substance products on both a primary computer and a secondary computer, solely for your
convenience, but only for use by a single person. 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. We may in our sole discretion authorize you to install the Software on an additional computer or
computers upon deactivation of the Software installed on existing computers.
c. Indie, Trial and Educational Product Restrictions. If you are using an indie, trial or educational version
of the Software, you may install the Software on a single computer only. If you are using a trial version
of the Software, you may not publish or distribute any Licensee Content.
2. Restrictions
a. Substance Designer Indie Restrictions. If you are a Legal Entity, you acknowledge and agree that as
an express condition to the license rights granted under Section 1(a), you are not permitted to
combine or integrate in any manner any Licensee Content developed with Substance Designer Indie
with any Licensee Content developed simultaneously with Substance Designer Pro. For the avoidance
of doubt, if you are a permitted user of Substance Designer Indie License, you may commence a
project using only Substance Designer Indie and subsequently upgrade all (but not less than all) of
your licenses to Substance Designer Pro.
b. 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 Allegorithmic 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.
3. Ownership
The Software is licensed, not sold. Allegorithmic and/or its licensors retain ownership of the Software
including all intellectual property rights therein. The Software is protected by copyright laws and
international treaties. Allegorithmic reserves all rights in the Software not expressly granted to you in
this Agreement. You will not delete or in any manner alter any Allegorithmic or third-party copyright,
trademark or other proprietary rights notices or markings appearing on or in the Software.
4. Fees and Taxes
You agree to pay all amounts due for the Software as set forth in the applicable online stores, quote
and/or invoice. All fees payable under this Agreement are net amounts and are payable in full, without
deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes
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 Allegorithmic?s net
income. In the event that Allegorithmic is required to collect any tax for which you are responsible, you
will pay such tax directly to Allegorithmic. If you pay any withholding taxes that are required to be paid
under applicable law, you will promptly furnish Allegorithmic with written documentation of all such tax
payments, including receipts.
5. Consent to Data Collection
You acknowledge and agree the Software may make Internet connections and report information back
to Allegorithmic to (i) check for Software updates; (ii) provide aggregated usage statistics of your use
of the Software and the use of your Licensee Content by end users; and (iii) validate license keys in
order to prevent unauthorized use.
6. Support
As a licensee of the Software you may contact Allegorithmic Support by email via
support@allegorithmic.com in accordance with Allegorithmic?s current policies. You also may access
the Allegorithmic Support resources on the Allegorithmic Web site
at http://support.allegorithmic.com/
7. Term
If you have licensed a trial version of the Software, the license granted under this Agreement will
remain in effect for a period of 30 days, unless earlier terminated in accordance with this Agreement.
For paid in full, perpetual licenses, the 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 Allegorithmic, if you breach any
term of this Agreement or fail to pay all fees due for the license. Upon termination, you must at
Allegorithmic?s option either promptly delete and destroy or return to Allegorithmic all copies of the
Software in your possession or control. Allegorithmic may also disable the Software you have licensed
upon expiration of a subscription term license or in the event you breach this Agreement.
8. No Warranty
THE SOFTWARE IS PROVIDED ?AS IS?, WITHOUT WARRANTY OF ANY KIND. ALLEGORITHMIC
AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND
ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF
TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
ALLEGORITHMIC OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT
EXPRESSLY STATED IN THIS AGREEMENT.
9. Limitation of Liability
ALLEGORITHMIC 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 U.S. DOLLARS (US$100). IN
NO EVENT WILL ALLEGORITHMIC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING
SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES
FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ALLEGORITHMIC 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.
10. 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.
11. 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. Notwithstanding the foregoing, you
agree that Allegorithmic 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 Allegorithmic?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 Allegorithmic?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. Any waiver, modification or amendment of any provision of this Agreement will be effective
only if in writing and signed by authorized representatives of both parties. 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 Allegorithmic 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 Allegorithmic and will be deemed
null.