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Substance Painter Software License Agreement 1.0
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 Painter 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 Painter Indie License with Substance Painter Pro License
If you are a Legal Entity (of any size), you may not combine or integrate content you develop with Substance Painter Indie License simultaneously with any content you develop with Substance Painter Pro License. (See Section 2a)
One User per License
Commercial and government users must purchase a license for each individual using Substance Painter Pro and any other paid Substance products. For Substance Painter 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 PAINTER SOFTWARE LICENSE AGREEMENT VERSION 1.0
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 Painter Indie to you, and you must destroy all copies of Substance Painter Indie in your possession or control or you must purchase Substance Painter 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 Painter software products identified on Allegorithmic’s website.
“Substance Painter Indie License” means the indie version of the Substance Painter software, as identified on Allegorithmic’s website.
“Substance Painter Pro License” means the full featured version of the Substance Painter 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 Painter and Other Paid Products. You may install Substance Painter 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 Painter 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 Painter Indie with any Licensee Content developed simultaneously with Substance Painter Pro. For the avoidance of doubt, if you are a permitted user of Substance Painter Indie License, you may commence a project using only Substance Painter Indie and subsequently upgrade all (but not less than all) of your licenses to Substance Painter 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 Painter 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 Painter Indie License with Substance Painter Pro License
If you are a Legal Entity (of any size), you may not combine or integrate content you develop with Substance Painter Indie License simultaneously with any content you develop with Substance Painter Pro License. (See Section 2a)
One User per License
Commercial and government users must purchase a license for each individual using Substance Painter Pro and any other paid Substance products. For Substance Painter 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 PAINTER SOFTWARE LICENSE AGREEMENT VERSION 1.0
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 Painter Indie to you, and you must destroy all copies of Substance Painter Indie in your possession or control or you must purchase Substance Painter 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 Painter software products identified on Allegorithmic’s website.
“Substance Painter Indie License” means the indie version of the Substance Painter software, as identified on Allegorithmic’s website.
“Substance Painter Pro License” means the full featured version of the Substance Painter 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 Painter and Other Paid Products. You may install Substance Painter 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 Painter 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 Painter Indie with any Licensee Content developed simultaneously with Substance Painter Pro. For the avoidance of doubt, if you are a permitted user of Substance Painter Indie License, you may commence a project using only Substance Painter Indie and subsequently upgrade all (but not less than all) of your licenses to Substance Painter 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.