END USER LICENSE AGREEMENT (B2B)
- 1.1 U-RENDER visual technology GmbH, FN 312392a, Lakeside B06, 9020 Klagenfurt am Wörthersee, Austria (hereinafter referred to as “Licensor”), is the owner of and holds all rights to certain proprietary software including any accompanying media as well as any related documentation and instructions made available by the Licensor (hereinafter collectively referred to as “Software”).
- 1.2 Any use of the Software is governed by this License Agreement (hereinafter referred to as „Agreement“) and acceptance of this Agreement is a precondition in order to obtain any right to use the Software. By accepting this Agreement, you (hereinafter referred to as “you” or “Licensee”) obtain a limited right to use the Software, subject to the provisions of this Agreement.
- 1.3 If you do not accept this Agreement without any modifications, you are not allowed to download, copy, install or otherwise use the Software, whether as a whole or parts thereof.
- 1.4 Unless expressly stated otherwise in this Agreement, this Agreement represents the entire agreement between you and the Licensor.
|Term||Definition / Definition in|
|Computer||Means a personal computer/workstation and does not include servers or multiple virtualized client instances.|
|Concurrent Multi-User License||See 3.7.1|
|Licensee / you||See 1.2|
|Multi-User License||See 3.6.1|
|Network||A collection of connected Computers controlled by the Licensee.|
|Render Farm||A computer cluster, built to render computer-generated imagery|
|Single User License||See 3.5.1|
|Subscription Period||The time period for which the Licensee has licensed the use of the Software and paid the corresponding license fee.|
|Upgrade||Minor changes to the Software, mainly in the form of bug fixes and usually provided in order to remedy problems affecting a particular release version.|
|Version||New release of the Software with new functionality and specifications.|
|Use / use||To download or otherwise procure the Software, to install the Software, to run/execute and load it into RAM or derive a benefit in any other way from the Software.|
- 3.1 The Software is licensed, not sold.
- 3.2 Subject to your acceptance of and strict compliance with this entire Agreement, the Licensor herewith grants to the Licensee the non-exclusive, non-transferrable, not sub-licensable right (hereinafter referred to as “License”) to use the Software for the Subscription Period for the purpose outlined within and in accordance with the specification, documentation and instructions. The right to use the Software is restricted to a number of computers and/or users as per the subsequent sections of this Agreement. Any other or further use shall not be permitted.
- 3.3 The Licensor may distribute demo or trial licenses, which may have limited functionality and shall only be used for a limited amount of time specified when made available for the purpose of evaluating the functionality of the Software. Demo or trial licenses shall not be used for professional purposes.
- 3.4 The right to use the Software shall only be vested in professional users. By this Agreement consumers shall not be granted any rights.
- 3.5 Single User License
- 3.5.1. If you have purchased a Single User License or a license without any reference as to how many computers or users are licensed, you are entitled to install the Software on up to 2 (two) computers owned, controlled and used by you, however, the Software may only be used on 1 (one) Computer at any given time. Concurrent use on more than 1 (one) computer is prohibited.
- 3.5.2. In order to install and use the Software on more than 1 computer you need to purchase the corresponding number of Single User Licenses or an adequate multi-user license.
- 3.6 Multi-User License
- 3.6.1. A Multi-User License gives you the right to install and use the Software on the number of Computers stated on your License document.
- 3.7 Concurrent Multi-User License
- 3.7.1. A Concurrent Multi-User License gives you the right to install the Software on any number of Computers within a Network while the number of users stated on your License document may use the Software concurrently.
- 3.7.2. The use of Concurrent Multi-User Licenses requires the deployment of a specific licensing server within the Licensee’s network.
- 3.8 Student License
- 3.8.1 Student License is a time-limited License limited to Your educational purposes only. Please refer to Section 5 below, clause 5.4, for further details.
- 3.9 Pre-Release (Beta and Alpha)
- 3.9.1. The Pre-Release versions identified as alpha, beta, preview or otherwise as pre-release, are for use during development and offered to the limited number of users to test the product. Please refer to Section 5 below, clause 5.5, for further details.
- 3.10 Subscription License
- 3.10.1. U-Render subscription relates to an annual licensing model and lets you access the newest software version released only during the subscription term. It is valid for the duration of months applicable to the purchased type of subscription plan and can be renewed. Please refer to Section 5 below, clause 5.6, for further details.
- 3.11 Render Farms
- 3.11.1. Use of the Software in Render Farms is prohibited. Licenses for use of the Software in Render Farms are available upon request.
- 3.12 Any and all rights not explicitly granted to the Licensee in this Agreement are retained by the Licensor. The Software is the intellectual property of the Licensor and is protected under national copyright laws and international copyright treaties, as well as other intellectual property laws and other laws and treaties. This Agreement does not grant any rights with regard to trademarks or any other identifiers being used by the Licensor.
- 3.13 The Software contains technical functions for digital rights management in order to protect the Licensor against unauthorized use. The Licensor monitors the use of license keys provided to Licensees in order to ensure compliance with this Agreement.
- 3.14 Particularly, the Licensee shall refrain from
- 3.14.1. removing or otherwise impairing the functionality of any technical measures for digital rights management;
- 3.14.2. handing over, or otherwise making the Software accessible, to a third party without prior written permission from Licensor; provided that it is expressly forbidden to rent or lease the Software;
- 3.14.3. any processing, in particular any translating or modifying, of the Software or creating any derivative products;
- 3.14.4. decompiling or disassembling the Software without prior written permission from Licensor;
- 3.14.5. duplicating the Software;
- 3.14.6. transferring the License to a third party or granting a sublicense, and/or
- 3.14.7. use the Software for any purpose that is unlawful or prohibited
- 1. unless and insofar mandatory provisions of the applicable law provide otherwise.
- 3.15 The Software contains so-called open source software, for which the conditions of use of such open source shall apply. Such open source software and the pertaining conditions of use are set out in Appendix A (“Open Source Software (components, notices and licenses)”) below. The Licensee shall refrain from removing an existing copyright notice or license information. The Licensee shall indemnify and hold Licensor harmless from and against any claims, cost, expenses which Licensor might incur arising from Licensee’s use of the open source software.
- 4.1 Support
- 4.1.1. The Licensor will provide limited support on a best-efforts basis through an online support forum accessible via the Licensor’s website.
- 4.1.2. Additional and/or individual support is available upon request and subject to a separate support agreement.
- 4.1.3. Licensee shall send error reports to Licensor via the agreed communication channels. Licensor shall be entitled to require the Licensee to provide an activation key to use a certain ticket system that will be provided at the expense of Licensor.
- 4.2 Updates
- 4.2.1. Licensor, at its sole discretion, shall be entitled, but not obliged, to create Updates for the Software at any point in time and amend the terms of this EULA or the specifications of the Software, and to make them available to the Licensee.
- 4.2.2. It shall be the sole responsibility of the Licensee to install Updates and new Versions of the Software.
- 4.2.3. The terms and conditions contained in this Agreement shall also apply automatically to any Updates provided by the Licensor, which shall form part of the Software subject to the License, unless the Licensor provides, and/or requests acceptance of, different or additional terms (e.g., by display thereof after download of the update) in which case the different / additional terms shall also apply to the original version (unless otherwise stated in the terms for the Update).
5 Confidentiality and data protection
- 5.1 Further information on data processing, the rights of data subjects and contact details can be found under https://u-render.com/privacy-policy-and-cookie-policy/.
6 Term and termination
- 6.1 The Agreement shall at the latest come into force upon the first Use of the Software and shall be valid for the Subscription Period. Unless stated otherwise the Subscription Period shall last for a one-year-term (“One Year-Term Model”). The Subscription Period and this Agreement shall automatically renew for consecutive one-year-terms, unless terminated by either party at least 10 days before the end of the then current one-year-term. Any such renewal shall occur at the License fee rate valid at the time of renewal.
- 6.2 The term starts on the date of purchase and ends with the One-Year-Term, with the end of the day before the day with the same number of the same month in the following year; if such day does not exist in the following year, with the end of the last day of the same month in the following year.
- 6.3 Notices of termination shall be in writing to be effective. Mail or e-mail shall suffice.
- 6.4 The right of the Licensee to use the Software shall expire automatically without notice if Licensee violates any terms of this Agreement. If there is an insignificant breach of duty, automatic expiry shall only apply upon (i) repeated violations of the same or a comparable duty (i.e. at least twice) or (ii) the Licensee being unsuccessfully requested by Licensor to rectify the situation caused by the breach of duty within 3 weeks upon request (unless another period is set in the request).
- 6.5 When the right of use is terminated, the Licensee is obliged to return all the copies of the Software, including any modified copies to Licensor or to erase any copies of the Software. On Licensor’s request, Licensee shall confirm in writing the performance and fulfilment of the obligations set out herein.
- 6.6 Special terms and conditions for Educational License
- 6.6.1. Whenever the User is provided an Educational, also referred to as Academic, or Student License type for a Product, the User acknowledges, understands, recognizes, and agrees that it is a License limited to educational purposes and is only available for licensees that are academic or educational institutions or individuals that are students or educators. The User may use the Software exclusively for learning purposes and not directly or indirectly for research, commercial, professional, or other profit-making purposes.
- 6.6.2. The User receives a time-limited and non-transferable right to use the Software on up to 2 (two) computers owned, controlled and used by you, however, the Software may only be used on 1 (one) Computer at any given time.
- 6.6.3. Student / educator is a person who can confirm enrolment/ employment at a degree-granting educational institution.
- 6.6.4. The license includes access to all updates and future versions for the validity of the license. The Educational licenses for students or educators shall not include support services.
- 6.6.5. The Licensor may decide not to charge a full license fee and this will be clearly indicated in the relevant Product section.
- 6.7 Special terms and conditions for Pre-Release
- 6.7.1. The Pre-Release versions identified as alpha, beta, preview or otherwise as pre-release, may not be fully functional, may contain errors or design flaws, and may have reduced or different security, privacy, accessibility, availability, and reliability standards relative to commercial versions of U-Render software and materials. Use of a pre-release may result in unexpected results, loss of data, project delays or other unpredictable damage or loss.
- 6.7.2. You may use a pre-release at your own risk, understanding that pre-release is not intended for use in production or business-critical systems.
- 6.7.3. U-Render may choose not to make available a commercial version of any pre-release. U-Render may also choose to abandon development and terminate the availability of a pre-release at any time without liability.
- 6.8 Special terms and conditions for Subscription License
- 6.8.1. With subscription license the User receives a time-limited and non-transferable right to use the Software on up to 2 (two) computers owned, controlled and used by the User, however, the Software may only be used on 1 (one) Computer at any given time.
- 6.8.2. The Subscription License should always be determined by a limited term, prior to the transfer of the Software. The license fee depends on the term of the right of use, depending on the duration. The right of use is subject to the condition that the User pays the license fee due, before granting the license.
- 6.8.3. The subscription license shall automatically renew by the same term if the User does not terminate the agreement prior to the end of the then-current term. During the agreed term, ordinary termination of the Subscription License is not considered.
- 6.8.4. The User may use any of the versions of the Software available, but not concurrently. The Licensor may, at its sole discretion, limit the right to use to versions of the Software not more than three (3) years old. Versions 3 years and older will not be supported, for fixes and other maintenance.
- 6.8.5. The licensor will provide the User with the latest available version to the software.
7 Limited Warranty and Liability
- 7.1 The Licensor points out that it is not possible with today’s technology to produce software that operates without any errors in all applications and combinations. The subject of the License hereunder therefore is only software which can be used in accordance with the documentation and instructions in all material aspects.
- 7.2 Furthermore, the Software is meant to be used in the field of computer graphics and serves the purpose of creating visual images, which in many instances qualifies as art. While particularly in artistic environments erroneous behavior of the Software or results therefrom may be seen as acceptable, such behavior and results are very likely only temporary and subject to short-term change and remediation. The Licensor tries to accommodate popular feature requests, however, providing a technically sound and robust Software takes precedence over erroneous behavior, no matter how artistic the result may be.
- 7.3 The Software is made available by the Licensor on an “as is” basis, may be subject to changes due to ongoing development and, to the extent legally permissible, any warranty, whether express or implied is expressly excluded. Particularly, the Licensor makes no warranty as to merchantability, fitness for a particular purpose. The Use of the Software that is distributed as „Alpha“ or „Beta“ is to be considered experimental and the Licensor strongly advises against using the Software for professional work.
- 7.4 With regard to Licenses purchased by the Licensee, i.e., made available against payment of a license fee, the Licensor warrants that the Software conforms to the specifications and may be used in accordance with the documentation and instructions in all material aspects, provided it is used properly in accordance with this Agreement, instructions are being followed, the system requirements are strictly met and the most recent version of the Software is employed. Any other warranty, whether express or implied, is expressly excluded. Particularly, the Licensor makes no warranty as to merchantability, fitness for a particular purpose. Furthermore, any warranty claim may only be brought by lawful holders of a License who have paid their license fee in full and can prove their lawful purchase.
- 7.5 The use of the Software requires certain basic software host applications and other system requirements. The software requirements and supported versions of the host Software are published on https://u-render.com/system-requirements/.
- 7.6 In case the Software operates in the form of a plug-in to be used in conjunction with another software, the Licensor has no influence on the functionality and further development of any third-party software. Thus, the functionality of the Software as per the specification can only be warranted with regard to the third-party software and versions thereof that are expressly stated within the specifications and system requirements and to the extent the functionality of any such third-party software does not change, which, however, may be the case.
- 7.7 Licensee is obligated to accept, install and launch all new Software versions, updates, patches, etc. provided by Licensor for error rectification. Further, Licensor may withhold warranty if Licensee does not use the latest version of the Underlying Software.
- 7.8 Third Party Rights
- 7.8.1. The Licensor warrants that, to the best of its knowledge, the Software does not violate any third-party rights, provided it is being used in full compliance with this Agreement.
- 7.8.2. If the Software was delivered to you in return for payment of a license fee, under the warranty pursuant to clause 6.7.1 the Licensor will indemnify the Licensee against claims due to a violation of third party rights in accordance with the subsequent provisions.
- 7.8.3. The conditions for claims based on violations of third party claims are as follows:
- 220.127.116.11. you must immediately inform the Licensor in writing as you become aware of a possible claim.
- 18.104.22.168. you must cooperate with the Licensor in disputing the claim, however you recognize in advance that the Licensor will take the lead in disputing the claim.
- 7.9 The Licensor has the exclusive right to decide whether to dispute or settle the claim. The Licensor shall have the right to acquire corresponding licenses or to modify the Software in such a manner that the violation of third party rights is no longer present.
- 7.10 Regardless of the legal basis and insofar as legally permissible, the Licensor shall only be liable in case of personal injury, willful or gross negligent behavior and any liability of the Licensor shall not exceed the license fee paid by the Licensee. Particularly, the Licensor shall not be liable for indirect or subsequent damages, loss of profits or losses due to data loss.
- 7.11 Licensor shall not be liable for any non-availability of services provided by Licensor due to force majeure, acts of God and other reasons outside of the control and responsibility of Licensor.
- 7.12 Licensee shall comply with all regulations and statutes, as they might be amended from time to time, particularly pertaining to export control, money laundering, trade embargoes and economic sanctions.
8 Choice of Law / Jurisdiction & Arbitration
- 8.1 This Agreement shall be subject to and construed in accordance with Austrian Law, its conflict of laws rules as well as the UN-Convention on the International Sale of Goods (CISG) excluded.
- 8.2 If the Licensee‘s seat or relevant place of business is located within the territory covered by the Lugano Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters or the European Regulation on Jurisdiction, Recognition and Enforcement of Judgments in Civil and Commercial Matters (Brussels I) any dispute arising out of or in connection with this Agreement shall be heard before the competent court for Klagenfurt, Austria, which shall have exclusive jurisdiction.
- 8.3 If the Licensee‘s seat or relevant place of business is not located within the aforementioned territory, all disputes or claims arising out of or in connection with this Agreement, including disputes relating to its validity, breach, termination or nullity shall be finally settled under the Rules of Arbitration of the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna (Vienna Rules) by three (3) arbitrators appointed in accordance with the said Rules. The place of arbitration is Klagenfurt, Austria. The arbitral proceedings shall take place in Klagenfurt, Austria. The language to be used in the arbitral proceedings shall be English.
- 9.1 Amendments or modifications of this Agreement need to be set forth in a written document hand signed by a managing director of the Licensor making express reference to the contradiction between this Agreement and the individually agreed upon term and stating that such term is meant to take precedence over the incompatible provision contained in this Agreement. Any provision fulfilling this requirement shall take precedence over the incompatible provision contained in this Agreement to the extent necessary.
- 9.2 Licensor expressly reserves the right to unilaterally transfer and assign the Agreement including any and all rights and obligations hereunder to a third party. Such transfer and assignment shall not require the consent by the Licensee.
- 9.3 Claims of the Licensee may only be offset against claims of the Licensor if they have been accepted by the Licensor in writing or have been found to be valid by the competent court or tribunal and such decision has become final and binding upon the parties.
- 9.4 If any of the provisions of this Agreement are determined to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the remainder of this Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions. The parties agree that if any provision of this Agreement is determined to be invalid or unenforceable, it is their desire and intention that such provision shall be deemed to having been replaced by a valid substitute provision coming closest to what the intention behind the invalid or unenforceable provision was. The same shall apply to any unintended gaps in this Agreement.