Term of Use
General License Agreement for Trial Version of Software
Flare3D S.A. (hereof "Flare3D") is the owner of the [www.flare3d.com] web site, is willing to grant you, or, in the case that you represent a corporation or other organization, such corporation or organization (collectively and interchangeably, "Licensee", "You” or “Your") a limited, personal, non-exclusive license for the use of the TRIAL VERSION of the Software named as Flare3D (hereinafter the "Software") which name and Software are duly registered under the ownership of Flare3D, which is set forth on the one or more order forms, paper or electronic, You have entered into with Flare3D relating to the Software (each, an "Order Form") subject to Your acceptance and agreement to be bound by the terms of this End User Software License Agreement for Trial Version (together with the terms and conditions of the Order Form, the "Agreement").
By clicking on the "Download Trial" button (or by otherwise installing or using any Software), You acknowledge that You have read, understand, and agree to be bound by the terms of this Agreement as it relates to the Trial Version of such Software as of the date on which you first click the "Download Trial" button, or otherwise first install or use the Software (such date, the "Effective Date") for a period of time as set forth in the present Agreement. If You do not agree to the terms of this Agreement, Flare3D is unwilling to grant You a license to the Trial Version of the Software.
1. Grant of License. Subject to the terms and conditions of this Agreement, Flare3D grants to You a personal, limited, non-exclusive, non-transferable license to use, solely in executable form, and solely to develop and display web pages, en every case hereof, with all the limitations of a Trial Version.
2. Installation. You may install, use, access, display and run the Software on a [__1_] number of computers, such as a workstations, web servers or other devices ("Workstations"). You may also store or install the Software on a storage devices, such as a network server, used to install or run the Software on Your other Workstations over an internal network. However, a license for the Software may not be shared among multiple users, as each license is limited to a single authorized user. If You wish to expand the number of authorized users of the Software, You may purchase additional licenses from Flare3D. Additional licenses will be subject to the terms of this Agreement.
3. Limitations and Restrictions. Except as expressly permitted under this Agreement, You will not, and will not allow any third party to: (a) copy the Software; (b) modify, translate, adapt, alter, or create derivative works from the Software; (c) merge the Software with any other software or documentation; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (e) distribute, sublicense, rent, lease or loan the Software to any third party; or (f) use the Software for the business needs of another person or entity, including without limitation, providing outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties. You may not remove, alter or obscure any proprietary notice that appears on the Software or on any copies made in accordance with this Agreement.
4. Ownership. The Software is licensed, not sold, to You for use solely subject to the terms and conditions of this Agreement. The Software and all worldwide intellectual property and proprietary rights therein and relating thereto, are and will remain the exclusive property of Flare3D or its licensors, if any. Except for the limited rights expressly granted under Section 1, You will have no right, title or interest (whether by implication, estoppel, or otherwise) in or to the Software or any Intellectual Property Rights (as defined below) therein or thereto. Flare3D retains all rights, title and interest in and to any and all trademarks and logos of Flare3D displayed on or in the Software. You agree not to challenge or contest Flare3D’s rights to or ownership of, or otherwise attempt to assert any rights in, the Software. "Intellectual Property Rights" means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights.
5. Version Restrictions: Flare3D does not grant a permit for future downloads of the Trial Version of the Software. However, subject to the exclusive and sole decision of Flare3D, Flare3D may offer in the future, new licenses for the download of new Trial Version or of definite versions of the Software, in all cases, subject to new terms and conditions proposed by Flare3D. All final products produced by the Trial Version of the Software will contain an undeletable water mark and legend making reference to Flare3D. You authorize by the acceptance of this Agreement that the Trial Version will transfer statistical information for the use of Flare3D or to any authorized party by Flare3D.
6. Fees and Payment. The Trial Version of Software subject to the present Agreement is free of charge for non commercial use and under the conditions herein established. This does not imply that future downloads of definite versions of the Software or the future download of new Trial Versions will be free of charge. The price, terms and conditions offered by Flare3D for future downloads of definite and/or new Trial Versions are completely independent from this Agreement..
7. Term and Termination. The term of this Agreement will begin on the Effective Date and, unless earlier terminated as set forth in this Agreement, will continue for the period established herein.
8. Warranty and Disclaimer. Flare3D DOES NOT WARRANT THAT: (A) THE OPERATION OFTHE SOFTWARE OR HARDWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT FUNCTIONS CONTAINED IN THE SOFTWAREWILL OPERATE IN COMBINATIONS OF SOFTWARE OR HARDWARE THAT MAY BE SELECTED FOR USE BY YOU; (B) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ANY RESULTS, OUTPUT, OR DATA PROVIDED THROUGH ORGENERATED BY THE SOFTWARE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE. EXCEPT AS EXPRESSLY STATEDIN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY LAW, Flare3D SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, RELATING TO THIS AGREEMENT AND THE SOFTWARE AND ANY SERVICES PROVIDED TO YOU, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
9. Limitation of Liability. YOU EXCLUDE ANY LIABILITY OF Flare3D UNDER THIS AGREEMENT, REGARDLESS OF THE BASISOF LIABILITY OR THE FORM OF ACTION. IN NO EVENT WILL Flare3D BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OROTHERWISE, AND REGARDLESS OF WHETHER Flare3D HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, INCLUDING WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY RESULTS OBTAINED FROMOR THROUGH THE SOFTWARE. Flare3D WILL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLETO THE SOFTWARE OR CHANGES TO NETWORK CONFIGURATION THAT MAY AFFECT THE PERFORMANCE OF THE SOFTWARE.
10. Indemnification. You will indemnify, defend, and hold harmless Flare3D, its licensors, and each of their respective employees, officers, directors, and affiliates ("Indemnified Parties"), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from Your use of the Software or Your breach of any term of this Agreement. Flare3D will provide You with notice of any such claim or allegation, and Flare3D will have the right to participate in the defense of any such claim at its expense.
11. Confidential Information. You acknowledge that the Software contains confidential and proprietary information of Flare3D, including without limitation the Source Code, inventions, algorithms, know how and other proprietary information contained therein (collectively, "Confidential Information"). You agree to protect the Confidential Information with at least the same degree of care employed with respect to Your own confidential or proprietary information. You will not use the Confidential Information for any purpose other than in connection with Your use of the Software under the Agreement. Except as otherwise set forth in this Agreement, under no circumstances will You allow any third party to have access to the Software.
12. Assignment. You may not assign, delegate or otherwise transfer this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Flare3D. Unless specifically authorized in writing by Flare3D, assignment of this Agreement will not release You from any prior outstanding obligation under this Agreement or allow You or Your assignee to expand the number of installations of the Software authorized under this Agreement. This Agreement is freely assignable by Flare3D and will inure to the benefit of Flare3D’s successors and assigns. Any assignment in violation of this Section 13 is null and void.
13. Additional Terms. If any provision of this Agreement is found to be unenforceable, such term will be considered severable from the remaining terms, which will continue to be valid and enforceable. Under no circumstances will the preprinted terms of any purchase order or any other terms apply to this Agreement. No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by authorized representatives of both parties and any such waiver will be effective only in the specific instance and for the purpose given, with the exceptions established herein. By the acceptance of the present Agreement You accept that any and or all terms and conditions of the present Agreement may be entirely or partially amended and or modified unilaterally by Flare3D, and such new terms and conditions will be binding upon both parties and will be in force as of the date of such modifications, without the need of Your acceptance and or notification. No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by the either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right. All notices, consents and approvals under this Agreement must be delivered in writing by personal delivery, electronic facsimile or certified mail, postage pre-paid, to the other party at its address set forth on the [www.flare3d.com] Web Site or at such other address as may be later designated by such party. Notices will be deemed to have been received upon the date of receipt or, in the case of certified mailing, on the day of receipt of recorded delivery by post. This Agreement will be governed by the laws of Argentina, without regard to conflicts of law principles. All disputes arising under this Agreement must be brought in the state and courts located in the Jurisdiction of the City of Buenos Aires, Argentina, as permitted by law. Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding. No agency, partnership, or joint venture is created by this Agreement. The parties are and remain at all times independent contractors and not agents or employees of the other party.
