Aximmetry End User License Agreement
Aximmetry Technologies Ltd. ("AXIMMETRY") licenses this Software to You, an individual or as the representative of and on behalf of Your employer ("You") only upon the condition that You accept all of the terms contained in this Software License Agreement ("Agreement"). By accepting the terms of this Software License Agreement, You expressly declare and confirm that You have the full power and capacity to represent Your employer and/or the entity on behalf of which You are acting. Should this declaration prove to be false, You shall be responsible and liable in person for all obligations under the Agreement. YOU MAY USE YOUR COPY OF THE SOFTWARE EITHER IN COMMERCIAL MODE OR IN TRIAL MODE. This Agreement constitutes a non-exclusive, non-sublicensable, limited license for You to use the enclosed Software and associated assets including, but not limited to: blueprints, models, textures, materials, animations, graphic elements, scripts, pieces of source and machine code, scenes and virtual sets, documentation, together with the upgrades, updates, new versions and fixes provided to You by AXIMMETRY (together referred to as the "Software"). The Software is licensed, not sold, to You for Your own use under the terms and conditions of this Agreement. The Software is owned by AXIMMETRY and protected by all applicable copyright laws. To the maximum extent permitted by applicable laws, AXIMMETRY reserves all rights to the Software not expressly granted hereunder and to any reproduction of the Software including its documentation, logos, trademarks, icons and interface in whole or in part. If You copy or use all or any portion of the Software without entering into this Agreement or obtaining the prior written permission of AXIMMETRY or in non-compliance with any of the terms of this Agreement, You are violating copyright or other intellectual property law, and You may be liable to AXIMMETRY and its licensors in particular for damages, and You may be subject to criminal penalties.
Internet-based and non-internet based service components
- The Software may contain components that enable and facilitate the use of certain Internet-based and non-Internet based services. You acknowledge and agree that AXIMMETRY may automatically check the operation mode, version of the Software and/or its components, in order to check that You are utilizing the Software according to its purpose, and may provide upgrades, fixes or additional services to the Software in order to advance lawful and improved operation thereof based on the sole discretion of AXIMMETRY. AXIMMETRY shall not be liable for any loss of data or malfunctioning of the Software occurring in connection with AXIMMETRY’s conduct under this paragraph.
- The Software may contain technological measures that are designed to prevent unlicensed use of the Software. You hereby expressly accept that AXIMMETRY or its assignee will use those measures to confirm that You have a legally licensed copy of the Software and You use the Software according to the terms and conditions of this Agreement. If AXIMMETRY finds that You are not using a licensed copy of the Software or Your use of the Software infringes the terms and conditions of this Agreement, You are not allowed to use the Software or install future updates of the Software, and AXIMMETRY will take the necessary measures in order that You shall not be able to install future updates of the Software. You hereby expressly accept that AXIMMETRY or its assignee will collect, transmit and use for law enforcement purposes technical data from Your computer during this process necessary to detect and pursue the illegal use of the Software.
Consent to use of data
- You expressly agree and give Your consent that during the term of this Agreement AXIMMETRY may at any time collect, process and use information and files gathered as part of and related to Your use of the operation mode and version of the Software and during the product support services provided to You related to the Software.
- You expressly agree and give Your consent that during the term of this Agreement AXIMMETRY may process, use this information to improve its products and services or to provide customized services or technologies or to troubleshoot any deficiencies in compliance with the applicable rules of law. AXIMMETRY hereby represents and warrants that AXIMMETRY shall use this information exclusively for the purposes defined herein and shall take all reasonable measures to prevent the disclosure of this information to third persons. AXIMMETRY will not disclose this information in any form that personally identifies You.
- You may request information concerning the data relating to You stored by AXIMMETRY. In addition, You may request the rectification or erasure of Your personal data stored by AXIMMETRY in accordance with the governing rules of law.
- Unless otherwise regulated by the special rules determined by AXIMMETRY and expressly accepted by You, AXIMMETRY uses the information gathered from you as set forth above.
- The Software consists of a computer program (downloadable from a website) and accompanying documentation.
- The Software license may be limited in time or unlimited (perpetual) as determined by the terms and conditions of your purchase of the Product.
- You may use the Software on a single computer at a time.
- You may make one copy of the Software in machine-readable form as a back-up.
- You may not sell, loan, distribute, cede, sublicense, rent or lease or otherwise transfer or assign the right to use the Software, nor transfer or provide access to it by network for commercial use, either in whole or in part. You hereby accept that in case of any type of transfer of the Software by You, this Agreement automatically ceases to exist on the effective date of the transfer and You shall lose all rights arising from this Agreement.
- You are expressly prohibited from decompiling, disassembling, reverse engineering, or reducing the Software for any purpose whatsoever.
- You shall not unlock or otherwise attempt to discover the source code or underlying algorithms of the Software or attempt to do any of the foregoing in relation to the object code of the Software.
- You shall not use the Software for development, compilation, debugging and similar design-time purposes.
- You are expressly prohibited from adapting, modifying, translating or creating any derivative works based in whole or in part on the Software, and from merging the Software into any other software.
- You may not copy any written materials accompanying the Software.
- You are expressly prohibited from dividing Your license and reselling part(s) of it;
- You shall use all elements of the Software as integral components thereof exclusively for the purposes of performing the Software’s functionalities set forth by AXIMMETRY.
- Unless You have a separate Service Provider License Agreement in force, You are expressly prohibited from providing 'Software as a Service' (e.g.: 'Aximmetry as a Service') for third parties or other similar services which involve the reassignment of our software licenses to third parties e.g.: remarketing, reselling services or cloud services.
In case of infringement of any provisions of this chapter, you expressly acknowledge that AXIMMETRY will take the necessary measures in order that the infringement be terminated and to enforce your compliance with the above provisions. In addition, AXIMMETRY shall be entitled to enforce payment for its damages as well as other rights and claims under the governing laws in force resulting from your breach of this agreement.
- This Agreement remains in effect until it is terminated.
- Upon termination, You must destroy or erase the Software and all copies of it.
- AXIMMETRY may terminate the Agreement without notice following breach of any part of the Agreement. Your actual or attempted violation of any of the provisions of the LICENSE PARAMETERS or RESTRICTIONS, as set out above, shall be a material breach of this Agreement.
- Under no circumstances will AXIMMETRY be liable for reimbursing the price of the Software, or for any other damages.
THE SOFTWARE IS SOLD "AS IS", WITHOUT ANY WARRANTY, EXPRESSED OR IMPLIED, AS TO ITS CONFORMITY TO OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL PERFORM UNINTERRUPTED AND WITHOUT ERRORS. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE RULES OF LAW, AXIMMETRY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, COMPLETENESS, NON-INFRINGEMENT OR PRECISION OF THE FUNCTIONS OF THE SOFTWARE.
- No advice or information given by AXIMMETRY employees, its distributors, resellers, agents, or consultants shall constitute a warranty by AXIMMETRY or extend the warranty in this Agreement. This Agreement and the warranty provided herein may only be modified by a written amendment signed by a duly authorized executive officer of AXIMMETRY.
- In no event shall AXIMMETRY be liable for any loss or damages whatsoever, including but not limited to loss of data, damages for lost income, business interruption, loss of business information, or other special, incidental, consequential, exemplary, multiple, or indirect damages or other pecuniary loss, arising from the use or misuse of the Software, or otherwise under this Agreement, even if AXIMMETRY or its employees, resellers, or agents have been advised or should have known of the possibility of such damages. In no event will AXIMMETRY's aggregate liability for any breach of this Agreement, use of the Software or otherwise, exceed the amounts actually paid by You to AXIMMETRY for this copy of the Software, except as otherwise required by applicable statutory law.
- Reproducible software bugs can be reported for a one-year term from the date of purchase (or longer if extended by AXIMMETRY) as part of the warranty services for valid Software licenses. AXIMMETRY aims to provide You with fixes in new versions or by other means, if possible (sole discretion of AXIMMETRY). Reported software bugs are considered as FEEDBACK AND CONTRIBUTION as described in the relevant paragraph below.
- AXIMMETRY provides access to free updates (if published) for a one-year term from the date of purchase (or longer if extended by AXIMMETRY) as part of the warranty services for valid Software licenses.
- You accept and confirm that the price of the Software (if any) or the free of charge provision of the Software and the conditions of this Agreement advantageous to You hereof have been determined in consideration of the above provisions on limited warranty.
Ownership of loaded content, third party materials, services
- All title, ownership rights, and proprietary rights in and to the information and other content (e.g. commercial and 3rd party add-ons) loaded into the Software from any electronic media or Internet by operation of the Software (collectively, "Content") is the property of the applicable Content owner, including, without limitation, Supplier, its affiliates, and any Internet Content providers ("Content Providers"). This Agreement does not give You ownership or any other rights with respect to any such Content and AXIMMETRY does not undertake any liability for any such Content.
- You accept that the use of some AXIMMETRY products and some third party materials and services included in or accessed through the Software are subject to other terms and conditions found in separate license agreement(s) located at https://aximmetry.com/third-party-licenses, which You also accept by accepting the terms and conditions of this Agreement.
- You accept that the use of some AXIMMETRY and some third party materials, software and services accessed, used with the help of the Software may be subject to other terms and conditions found in separate license agreement(s) not appearing at the link indicated above, for which AXIMMETRY does not assume any liability. AXIMMETRY also does not assume any liability for the cooperation of the Software with third party materials, software and services or for the operation and use of third party materials, software and services.
Rights regarding feedback and contribution
- If you provide AXIMMETRY with any Feedback and Contribution via AXIMMETRY ticketing system, forum, direct email, phone conversation or any other form of communication, AXIMMETRY is free to use the Feedback however it chooses.
- If you make any Feedback and Contribution available to AXIMMETRY, you hereby assign to AXIMMETRY all right, title, and interest (including all copyright, patent, and other intellectual property rights) in that Contribution for all current and future methods and forms of exploitation in any country. If any of those rights are not effectively assigned under applicable law, you hereby grant AXIMMETRY a non-exclusive, fully-paid, irrevocable, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Contribution for all current and future methods and forms of exploitation in any country. If any of those rights may not be assigned or licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert all of those rights.
- However, you may continue to freely use any Feedback and Contribution that you provide to AXIMMETRY, and you may continue to use, in any manner consistent with the Software license.
- You understand and agree that AXIMMETRY is not required to make any use of any Feedback or Contribution that you provide. You agree that if AXIMMETRY makes use of your Feedback or Contribution, it is not required to credit or compensate you for your contribution.
- You represent and warrant that you have sufficient rights in any Feedback or Contribution that you provide to AXIMMETRY to grant the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights.
- Unless otherwise provided, the terms and conditions of this Agreement shall be applicable to the additional functionalities of the Software.
- This Agreement DOES NOT give You the right to any technical support for, or upgrades to, the Software which AXIMMETRY may offer from time to time. AXIMMETRY may, at its option and as part of its sales and marketing policy, make such technical support and upgrades available to registered users of the Software under terms to be determined from time to time by AXIMMETRY or its distributors, resellers.
- You accept that the Software may have time/functionality limited components, which may be used in their full functionality in case of purchase of the relevant license(s).
- This Agreement constitutes the full, complete agreement between You and AXIMMETRY concerning the Software and supersedes all prior agreements and understandings, either written or oral. Unless otherwise communicated to You by AXIMMETRY in writing, the conditions of this Agreement shall apply to the installation and use of additional functions of the Software and to the repair of the Software’s installation.
- If any part or provision of this Agreement is found to be contrary to law by a competent jurisdiction, that part or provision shall be enforced to the maximum extent allowed, and the remaining Agreement shall remain in full force and effect.
- The English version of this Agreement will be the governing version used when interpreting or construing this Agreement. Any translations thereof shall exclusively be provided for information purposes without any binding force and in no event shall AXIMMETRY be liable for any direct, indirect, incidental, special or consequential damages or damages whatsoever resulting from any incorrect, incomplete translations.
In the event of any dispute arising from or in connection with this Agreement, especially with its breach, termination, validity or interpretation, You and AXIMMETRY hereby irrevocably and unconditionally agree (based on the The Convention on the Recognition and Enforcement of Foreign Arbitral Awards, also known as the "New York Arbitration Convention" or the "New York Convention", referred to as “New York Convention”) to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration. In order to settle the legal dispute, the Hungarian substantive law shall apply, excluding its private international law rules.
If for any reason an eventual Arbitration Court decision wouldn’t be enforceable through the New York Convention in Your country, AXIMMETRY reserves the right to file a civil lawsuit against You in the courts of any jurisdiction.
All inquiries regarding this Agreement should be directed to
Aximmetry Technologies Ltd.
Gömb utca 26.
1139 Budapest, Hungary