Stardust End User License Agreement ("Agreement")
Preamble: This Agreement governs the relationship between You, a natural person or a legal entity who you act on its behalf, and Superluminal, a company residing at Israel (Hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using Software created and owned by Licensor, as detailed herein.
Refusal: Should you refuse to accept this Agreement, you may not install Software, use it or convey it to any 3rd party, even if such party agrees to the terms set in this Agreement.
Trial and Adequacy: Other than when obtaining a license to a Trial Version of Software, You hereby state that you inspected Software thoroughly and found it satisfactory and adequate to Your needs, that it does not interfere with Your regular operation and that it does meet the standards and scope of Your computer systems and architecture. You hereby waive any claims regarding Software's incompatibility, performance, results and features, and warrant that You inspected the Software.
License: Licensor hereby grants You a limited, personal, revocable, non-exclusive and royalty free license to use software in Your regular course of business and to process data, all with accordance to this Agreement and other legal restrictions set forth in 3rd party software used while running Software.
Use: You may use Software in one (1) graphic and compositing Application (hereinafter: 3rd Party Application), provided that it does not violate such application's end user license agreement. You shall solely possess any title, copyright or other legal right to any creation or work created by Software.
Revocation: This Agreement shall automatically be revoked and You shall not use, distribute, modify, or otherwise convey software, in any of the following cases:
Amendments or Modifications: Should you amend or modify Software, including creating any application that interacts with software in any other manner than its regular API, create a derivative work or otherwise add any code that may cause Software to act in a different manner than originally intended or add new features to it.
Decompiling or Disassembling: Should you decompile, disassemble or otherwise reverse-engineer Software in any other mean than as permitted under law.
Distribution: Should you distribute Software, including any piece of Software code or any derivative works thereof.
Lease: You may not lease, rent or otherwise allow 3rd parties to use software, or any portions thereof, nor you may allow 3rd parties to operate Software as a service, web-based application, leased product or any other mean where they are not entitled to do so under law.
3rd Party Adherence: Should You violate the 3rd Party Application's End User License Agreement, or otherwise perform any action that may cause 3rd Party Application's License revocation.
Keys: Licensor shall grant You an alphanumeric code that shall act as Your personal Key (hereinafter: Key). This Key shall be personal, non-transferable, revocable and limited to Your Adherence to this Agreement and to the Product purchased from Licensor, including number of Cores, CPUs, machines, clusters or processing time and time limit for using the software.
Right of First Sale: Nothing in this Agreement shall limit Your right to sell Software, under the terms of this Agreement, as long as You notify Licensor about the sell and reimburse Licensor for the cost of issuing a new Key. [Shachar, read this in order to generally understand what rights can't be taken away from users under EULAs: HYPERLINK "http://en.wikipedia.org/wiki/First-sale_doctrine"http://en.wikipedia.org/wiki/First-sale_doctrine]
Licenses: With respect of the terms and conditions herein, Your license shall include the following rights and obligations, all with accordance to the terms setforth to each type of license.
Trial: You may use Trial License of Software for (i) a limited time; (ii) the purpose of inspecting Software's adequacy to Your requirements; (iii) evaluating Software's performance.
Use: Your use of Trial Licensed Software is limited; You may not use the output of Trial Licenses of Software in order to create works that shall be sold, provided or conveyed to any 3rd party.
Insignias: You acknowledge that works created with Trial Licensed Software of Software may contain watermarks or other insignias in order to limit the use of Trial Version and the terms of this Agreement. You may not circumvent or otherwise amend works created under Trial Version to remove watermarks or insignias.
Limit: You may use Trial Licensed Software on 1 (one) CPU and unlimited number of cores, not including render-only computers or other services, and you may not use Trial Licensed Software to create Works compiled under Render Only Licenses.
Commercial: You may use a Commercial License for Software for (i) a limited time, or unlimited time, as allowed by your Key; (ii) to create works using 3rd party Applications; (iii) on a specified number of CPUs, CPU cores and systems as detailed in the Key purchased.
Academic: You may use Software as detailed under the terms of a Commercial License, as long as it is solely used for Academic Purposes and no works created using Software are sold, created for or otherwise conveyed to any person apart from an Educational Institute as a part of a learning programme or to Yourself. You may use Software for academic research and publication, as long as Software and Licensor are properly credited.
Render Farm: You may use Software to render works created by a Software licensed under a Commercial License on any number of CPUs, Cores or Computer systems.
Non-Refundable: Licensor grants You a non-refundable license. You may not be refunded, under the extent permitted by law, should You refrain from using Software, terminate this Agreement under any terms, including termination or revocation by Licensor, or should it contain any defects. As Software is constructed from intangible goods, it may not be refunded for or returned to manufacturer.
Patents, Trademarks and Open Source: Software is protected by Patents and Patent Applications as detailed herein; [Shachar, please detail] (hereinafter: Patents)
Patents: Licensor hereby grants you a limited and restricted license to use Patents contained in software solely during the use of Software. No license, neither implied or direct, is granted to use Patents for any other reason, software, work or licensed application.
Trademarks: Licensor retains his trademarks in all and any trademarks and tradenames contained, including Software's names, logos, and all other intellectual property. Unless specifically stated in this Agreement, no license shall be made to use, associate or affiliate Software with Yourself in any manner.
Open Source: You agree and warrant that without Licensor's prior written consent, You shall not use Software as a plug-in to any GPL Licensed Software or any software distributes under a similar license requiring that any amendment or modification to the software, including dynamic linking, shall be distributed or released under a license different from this Agreement.
Updates: Licensor may provide you, from time to time, with Upgrades, Updates or Fixes, as detailed herein. You hereby warrant to keep software up-to-date and install all relevant Updates and Fixes, and you may, at Your sole discretion, purchase Upgrades, according to the rates set by Licensor. Licensor shall provide any Update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
Upgrades: for the purpose of this Agreement, an Upgrade shall be a material amendment in Software, which contains new features and or major performance improvements and shall be marked as a new version number. For example, Should you purchase Software under version 1.X.X, an Upgrade shall commence under number 2.0.0.
Updates: for the purpose of this Agreement, an Update shall be a minor amendment in Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, Should you purchase Software under version 1.1.X, an Upgrade shall commence under number 1.2.0.
Fix: for the purpose of this Agreement, a Fix shall be a minor amendment in Software, intended to remove bugs or alter minor features which impair the Software's functionality. A Fix shall be marked as a new sub-sub-version number. For example, Should you purchase Software under version 1.1.1, an Upgrade shall commence under number 1.1.2.
Costs: Unless otherwise decided by Licensor, all Updates and Fixes shall be provided free-of-charge and without any additional costs; Upgrades shall be provided under Terms and costs solely decided by Licensor.
Support: Software is provided under an AS-IS basis and without any support or maintanance. Nothing in this Agreement shall require Licensor to provide You with support to any bug, failure, misperformance or other defect in Software. You may acquire Support and Maintenance from 3rd Parties specifically licensed by Licensor to provide such services; provided, however, that no liability shall be incurred on Licensor as a result of such transaction.
Bug Notification: You shall provide Licensor of details to any bug, defect or failure in Software promptly and with no delay from such event; You shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures. Reporting shall be made either through the Software's “Report Bug” feature or through Licensor's appropriate page in website.
Feature Request: You may request additional features in Software, provided, however, that (i) You shall waive any claim or right in such feature should feature be developed by Licensor; (ii) You shall be prohibited from developing the feature by Yourself, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) You warrant that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) You developed, envisioned or created the feature solely by Yourself.
Beta Testing: Upon Licensor's sole discretion, he may provide You with an option to participate in Software's Beta Testing (hereinafter: Beta). Should you Participate in Beta, You hereby warrant to keep all information in strict confidentiality, refrain from disclosing it to any 3rd party or use it in any manner, especially in manners directly competing with Licensor. You shall furnish Licensor with information relating to the Beta and Software's features, and remove all Software upon Licensor's request.
Liability: To the extent permitted under Israeli Law, the software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by You as a result of Software, Software's failure, Software's bugs and/or any other interaction between Software and Your end-equipment, computers, other software or any 3rd party services.
Warranty: Software is provided without any warranty; Licensor hereby disclaims any warranty that the Software shall be error free, without defects or code which may cause damage to Your computers or to You, and that the Software shall be functional. Licensor hereby warrants that the software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
Indemnification: You hereby warrant to hold Licensor harmless and indemnify licensor for any lawsuit brought against it in regards to Your use of Software in means that violate, breach or otherwise circumvent this Agreement, Licensor's intellectual property rights or Licensor's title in Software. Licensor shall promptly notify you in case of such legal action and request Your consent prior to any settlement in relation to such lawsuit or claim.
Termination: Licensor may terminate this Agreement, including Your license in the case where You (i) became insolvent or otherwise entered into any liquidation process; or (ii) exported Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or (iii) You were in breach of any of this Agreement's terms and conditions and such breach was not cured, immediately upon notification; or (iv) You were in breach of any of the terms of clause 2 (License) to this Agreement; or (v) You otherwise entered into any arrangement which caused licensor to be unable to enforce his rights under this Agreement.
Governing Law, Jurisdiction: This Agreement shall be solely governed by the Laws of the State of Israel, and any dispute arising from it shall be brought only to the competent courts of the Tel Aviv district. You hereby agree not to initiate class-action lawsuits against Licensor in relation to this Agreement and to compensate Licensor for any legal fees, cots or attorney fees should any claim brought by You against Licensor be denied, in part or in full.