PLEASE READ THIS AGREEMENT BEFORE ACCEPTING AND DOWNLOADING THE SOFTWARE. BY INSTALLING AND USING THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD OR INSTALL THIS SOFTWARE.
DEFINITIONS
1. "Agreement" means this End-User License agreement.
2. "Software" means Brazil r/s (TM), the product created and
owned by SplutterFish, LLC.
3. "Licensee" means the end-user of the Software.
4. "Licensor" means SplutterFish, LLC, also referred to as SplutterFish.
5. "Designated Machine" means the computer on which the Software is installed. This license supports up to a maximum of EIGHT CPUs per Designated Machine.
6. "Workstation License" means the fully functional version of the Software including user-interface.
7. "Rendernode License" means the version of the Software which runs as a render slave used solely for network rendering.
8. "BASIC Support/Maintenance Terms" are the additional Support/Maintenance Terms for the support and maintenance options accompanying a license sold in the BASIC edition of the Software.
9. "PROFESSIONAL Support/Maintenance Terms" are the additional Support/Maintenance Terms for the support and maintenance options accompanying a license sold in the PROFESSIONAL edition of the Software.
10. "Documentation" means all forms of SplutterFish copyrighted, written materials pertaining to the Software (including electronic form), which includes but is not limited to, reference manual, tutorials, support documents, schematics, etc..
I. GRANT OF LICENSE
1. Licensee may license the Software granted under only one of following options:
1.1.Workstation BASIC License Grant. Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee a nonexclusive, nontransferable right to install and use the Workstation Version of the Software on ONE Designated Machine. The Software may be deployed under the terms of a Nodelock License whereupon the Licensee may install the Workstation Version on one Designated Machines for use on that Designated Machine only and a maximum of ONE individual using this running copy.
1.2.Workstation PROFESSIONAL License Grant. Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee a nonexclusive, nontransferable right to install and use the Workstation Version of the Software on ONE Designated Machine. The Software may be deployed under the terms of a Floating License whereupon the Licensee may install the Workstation Version on one or more Designated Machines that can be accessed by multiple individuals. The Floating License allows a maximum of ONE copy of the Software to be running at any given time
1.3.Rendernode BASIC License Grant. Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee a nonexclusive, nontransferable right to install and use the Rendernode version of the Licensed Software on ONE Designated Machine. The Software may be deployed under the terms of a Nodelock License whereupon the Licensee may install the Rendernode Version on one Designated Machines for use on that Designated Machine only and a maximum of ONE individual using this running copy. A Rendernode license is used exclusively for network rendering.
1.4.Rendernode PROFESSIONAL License Grant. Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee a nonexclusive, nontransferable right to install and use the Rendernode version of the Licensed Software which may be deployed under the terms of a Floating License whereupon the Licensee may install the Rendernode Version on one or more Designated Machines that can be accessed by multiple individuals. The Floating License allows a maximum of ONE copy of the Software to be running at any given time on ONE Designated Machines. A Rendernode license is used exclusively for network rendering.
1.5."Rio" License (a.k.a. "Brazil Rio") Grant. Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee a nonexclusive, nontransferable right to install and use a feature limited Workstation version of the Licensed Software on ONE Designated Machine for non-Commercial Evaluation, Testing, or Personal Educational purposes. This Grant is for the sole purpose of evaluating, testing, and/or learning the Licensed Software.
2. Licensee may license the Software granted under one of the following additional Support/Maintenance Terms:
2.1BASIC Terms Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee of a BASIC version of the Software a nodelocked (can be installed and run on only ONE Designated Machine) license. BASIC version Licensees will not be guaranteed to receive Software updates nor ensured dedicated support from SplutterFish. A BASIC license, however, may be upgraded to PROFESSIONAL for a nominal fee.
2.2PROFESSIONAL Terms Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee of a PROFESSIONAL version of the Software ONE year of Software updates, priority support, floating licensing capability from time of purchase. These additional PROFESSIONAL terms will be renewable annually for a nominal fee with no additional upgrade fees for major Software releases.
3. Authorization Codes. The Licensee must register the purchase of the Software whereupon the Licensee will obtain one or more authorization codes required for successful operation of the Software. This authorization required for obtaining a license key is based on the hardware configuration of the Designated Machine in the case of a BASIC license or the hardware configuration of the floating license server in the case of a PROFESSIONAL license.
4. License Term. Subject to the terms and conditions of this Agreement, the license to use the Software is perpetual, unless there is a special written agreement between SplutterFish and the Licensee, and in such case the term of the license shall be according to the terms of the special agreement.
For PROFESSIONAL Licensees only: The additional Support/Maintenance terms (see 2.2) expire within ONE year of purchase of the Software's PROFESSIONAL edition but may be renewed annually by the Licensee to continue licensing under the PROFESSIONAL Support/Maintenance terms. If the PROFESSIONAL Support/Maintenance terms are not renewed after ONE year from activation, then the purchased license/s will revert to the BASIC Support/Maintenance terms (see 2.1) until such renewal fees are collected.
II. BACKUP
Licensee may make one archival (backup) copy of the Software. Such archival copy may not be installed on another computer, unless such computer is a partitioned drive of a server to which only the authorized user has access. In any event, the archival copy may not be used or installed as long as another copy of the Software is installed on any computer. Licensee may not remove any proprietary notices, agreements or labels on or accompanying the Software. The electronic Documentation may be printed out and copied. Unauthorized copying of the Software, or failure to comply with the above restrictions, will result in automatic termination of this Agreement.
III. OWNERSHIP
Licensee acknowledges and agrees that all right, title and interest in and to the Software and the SplutterFish name and logo, including all patents, copyrights, trade secrets and other intellectual property rights therein, are and will remain the property of SplutterFish, subject only to the licenses granted to Licensee under this Agreement. This Agreement is not a sale and nothing contained herein will be deemed to grant Licensee any right, title or interest in or to the Software, the SplutterFish name or logo, or any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related thereto, other than the licenses expressly granted pursuant to the "Grant of License"section above.
IV. RESTRICTIONS
Except as expressly permitted herein, Licensee will not, nor will Licensee allow anyone else to, copy, display, perform, modify, license, install or otherwise transfer the Software, or any portion thereof, except that Licensee may copy the Software solely for back-up purposes; provided, that SplutterFish's copyright notice and other proprietary rights notices are reproduced on each copy. Licensee may not reverse compile, disassemble or otherwise reverse engineer the Software. Licensee may not export the Software or Documentation in violation of U.S. or other applicable export control laws.
V. SUPPORT
Technicians from SplutterFish will make themselves available to all Licensees at various times to assist with installing the software. SplutterFish will provide, to the best of its ability, access to internet support via a web-based bulletin board and through online documentation.
For PROFESSIONAL Licensees only: Technicians from SplutterFish will make themselves available at various times via email, web-based bulletin board and/or online web-based chat support for assistance with operating the Software. Phone support may be available at certain times but is not guaranteed. SplutterFish will make Software bug-fixes and feature updates available for download while the Licensee's annual PROFESSIONAL Support/Maintenance term is in effect.
VI. LIMITED WARRANTY
SplutterFish warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of thirty (30) days from the date of receipt. SplutterFish does not warrant that use of the Software will be uninterrupted or error-free, that all errors will be corrected or that use of the Software will meet Licensee's needs. SplutterFish's entire liability and the Licensee's exclusive remedy under any warranty or legal theory shall be at SplutterFish's option, a commercially reasonable attempt to correct or work around errors of the Software or the return of the price paid whereupon all licenses granted would be terminated (see Termination section).
VII. EXCLUSIONS
The warranty set forth above will not be enlarged, diminished or affected by, and no obligation or liability will arise from, SplutterFish's rendering of technical advice, assistance or service in connection with Licensee's selection or use of the Software. Licensee represents that Licensee has the requisite expertise to evaluate the suitability of the Software and that Licensee has undertaken its own investigation of the suitability of the Software. Licensee represents that Licensee has relied upon its own skill and judgment in selecting the Software.
VIII. DISCLAIMER
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION V ABOVE THE SOFTWARE IS PROVIDED "AS IS," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. SPLUTTERFISH SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN THIS AGREEMENT. THE SOFTWARE IS INTENDED TO BE USED BY PEOPLE TRAINED IN COMPUTER GRAPHICS TECHNIQUES. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR ADEQUATELY ESTABLISHING RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE. SPLUTTERFISH SHALL NOT BE LIABLE IN ANY WAY FOR THE RESULTS OBTAINED FROM USING THE SOFTWARE.
IX. LIMITATION OF LIABILITY
IN NO EVENT WILL SPLUTTERFISH BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACKNOWLEDGES THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
X. GOVERNING LAWS
This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, excluding conflict of law provisions. The parties agree that the United Nations Convention on the International Sale of Goods is specifically excluded from application to this Agreement.
Licensee will comply with all applicable laws in connection with its use of the Software. Without limiting the fore-going, Licensee agrees to comply with all export control laws and regulations of the United States, as such may be amended from time to time.
US Customers
The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in the Commercial Computer Software -- Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software -- Licensing clause at NASA FAR Supplement 1852.227-86. Manufacturer is SplutterFish, LLC, San Francisco, CA
XI. MISCELLANEOUS
1. Severability. If any term or provision of this Agreement is found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this Agreement will remain in full force and effect and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
2. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements.
3. Modification. This Agreement may not be modified, amended, rescinded, canceled or waived, in whole or part, except by mutual consent with a written instrument signed by both parties.
4. Waiver. Failure by either party to enforce any rights under this Agreement will not be construed as a waiver of such rights, and a waiver by either party of a default hereunder in one or more instances will not be construed as constituting a continuing waiver or as a waiver in other instances.
5. Taxes. If any Software will be delivered to points outside of the United States, all export duties, import duties, tariffs, value added taxes, licenses and other similar taxes, duties and fees will be paid by Licensee.
LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND SPLUTTERFISH WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.