3D Models End User License Agreement V1.2
© Copyright 2021 iToo Software.
All Rights Reserved
IMPORTANT - PLEASE READ CAREFULLY:
This END USER LICENSE AGREEMENT ("AGREEMENT") is a legal AGREEMENT between ITOOSOFT S.L., Plaza Herrería nº 6 1º - Despacho A&B, 11510 Puerto de Santa María, Spain, ("ITOO" or "ITOOSOFT"), acting on its own behalf or on behalf of an authorized by ITOOSOFT reseller, and You (either as an individual or the legal entity for which You represent and warrant that You have the right, power and authority to act on behalf of and bind to this AGREEMENT) ("You" or "Licensee"). This is a license AGREEMENT and not an AGREEMENT for sale; the Models are licensed and not sold.
THE MODELS are licensed to LICENSEE only upon condition that LICENSEE accepts all of the terms and conditions contained herein. By installing, accessing, or otherwise copying or using all or any portion of THE MODELS. You agree to be legally bound by THE AGREEMENT. If LICENSEE does not agree to any or all of the terms in THE AGREEMENT, LICENSEE must not install, access, or otherwise copy or use THE MODELS and may, within thirty (30) days from the date of acquisition, return THE PRODUCT for a refund to ITOOSOFT or its authorized reseller from which THE MODEL was acquired.
Limited License to 3D Models:
Subject to the provisions of this License Agreement (including, but not limited to, the license restrictions set forth below) and the payment of the fees, ITOO grants you a personal, worldwide, royalty-free, non-transferable, non-sublicense, non-exclusive, limited license to use the 3D Models and Parametric Models (hereinafter, collectively, "Models"), for the internal business purposes described in Section 1.B. below. No other uses are granted.
Pursuant to the Agreement in relations between the Licensee and ITOO all the rights to the ITOO Models are and shall remain the property of ITOO. The Models are licensed, not sold. The Licensee also does not acquire any license rights to the ITOO Products, except for the rights which have been explicitly granted to the Licensee on the basis of this Agreement, or on the basis of other written arrangements between the Licensee and ITOO. If you desire to use the Models in a manner not expressly authorized in this License Agreement, you must submit a request to ITOO at https://www.itoosoft.com/contact, and receive ITOO's prior written consent before doing so. For the purposes of this Agreement, Parametric Models mean Procedural Model files, meshes and textures, which you have specifically licensed under this Agreement for use with Railclone® software.
The subject of this Agreement does not cover the so-called free samples Models available from ITOO website.
Except as expressly provided in section 5 below, the License is granted for the indefinite period of time
The rights under this License are vested exclusively to the Licensee.
The Licensee shall not sublease or transfer the rights under this License to any other entity whether for remuneration or not.
Under the Agreement the Licensee does not acquire any intellectual property rights, or other property rights, including patents, designs, trademarks, copyrights, rights to the databases, or rights to any confidential information, or the trade secrets.
The Agreement is concluded by an order made on the website of the ITOO. Conclusion of the agreement and its provisions are confirmed by the Licensee immediately.
By accepting this Agreement, ITOO grants the Licensee the following rights:
Enter data into the computer and reproduce the ITOO Models.
Adaptation of the ITOO Models to hardware and system configuration used by the Licensee.
Process, edit and use the ITOO Models in their studies and works, in particular: Rendering still images and animations for commercial and non-commercial purposes, (e.g. for video production, broadcasting, print, movies, advertising, game intros, illustrations, presentations, creation of computer games and software). This use does not expressly include the right to use the Models or any portion thereof as derivative products.
The use of Models is limited to one physical location by no more than three (3) individual users (provided that all three (3) are employed under contract to the licensee) per license unless otherwise specified in this Agreement. Companies or organizations that consist of multiple, physically separate offices/locations must purchase at least one (1) license per location where the Models to be used.
A third party under the contract of the Licensee may make temporary copies of the Models for the sole purpose of outputting a job (including network rendering and printing) provided by the Licensee. The Models may be retained by the third party only for the period of time required to complete the contracted job and may not be used for any other job or purpose.
The creation of one copy of the Models for backup or archival purposes.
You must refrain from using the Models or any part thereof as a derivative product, except if expressly authorized by ITOO.
In particular, the use of Railclone Software shall require the purchase of the applicable license.
Using the Models as ITOO may approve from time to time in its sole discretion. Parametric Models shall be used with Railclone® Software only. To use Railclone® you must obtain a valid software license.
You may not, and you may not permit anyone else to:
copy, transfer, loan, assign, rent, resell, offer to sell, distribute or use any Model either on a stand alone basis or as a part o a model library, other than expressly authorized in this Agreement.
copy, transfer, loan, assign, rent, resell, offer to sell, distribute or use any portion of the Models either on a stand alone basis or as a part o a model library, other than expressly authorized in this Agreement.
obscure, remove or alter any product identification, proprietary, copyright, trademark or other notices contained in the Model or accessed in conjunction with or through the Models.
claim or misrepresent ownership of any Model which you did not create or develop.
use the Model in violation of any applicable laws or regulations or for any unlawful purpose.
not embed or incorporate any portion of the Models into any licensed commercial productions or any other production, product or software.
use any Models, Creations or Combined Works in a manner that competes with ITOO.
the Model is not intended for use in the operation of nuclear facilities, life support systems, emergency communication, aircraft navigation or communication systems, air traffic control systems, power plant design or operation, or any other such activities in which the failure of the Model could lead to death, personal injury, or severe physical or environmental damage.
you may not, under any circumstances, reverse engineer, decompile, disassemble, hack, port, or otherwise attempt to discover the source code of the Model.
Except as otherwise expressly provided herein, nothing in this Agreement intends to transfer any rights to you or vest any such rights. You are only entitled to the limited use of the Models granted to you herein. You agree to prevent any unauthorized copying or use of the Models. You agree to adhere to any posted instructions, directions or limitations on usage and reproduction of Models.
All Models and other files and materials received electronically is/are copyrighted. All rights to these Models and materials are owned and reserved by ITOO except to the extent that the right to use such material is specifically granted by this license. These rights are protected by Spain copyright laws, international treaty provisions and other applicable laws.
Without the prior written consent of ITOO, You shall not at any time, either personally or by means of third parties, make any statement or disclosure or supply any information or material (including, without limitation, the Models (or any portion thereof) to any third party (other than ITOO's agents at ITOO's direction) or the public relating to any matter arising hereunder or to the affairs of ITOO coming within Your knowledge by reason of this Agreement (collectively, the "Confidential and Proprietary Information"). All Confidential and Proprietary Information is and shall remain the sole property of ITOO. You agree to take all reasonable precautions to prevent any unauthorized disclosure of any Confidential and Proprietary Information and, in any event, shall use Your best efforts to protect the confidentiality of the Models. The terms of this Agreement are deemed Confidential and Proprietary Information of ITOO. Upon ITOO's request, or upon the termination or expiration of this Agreement, You shall return all Confidential and Proprietary Information (including any copies, summaries, extracts, and other forms thereof) within Your possession or control and the possession or control of Your employees and representatives. ALL CONFIDENTIAL AND PROPRIETARY INFORMATION IS PROVIDED ON AN "AS-IS" BASIS. ITOO does not make any representation or warranty as to the accuracy or completeness of the Confidential and Proprietary Information or any component thereof. No license of any intellectual property rights, or any other rights, is granted by any disclosure of Proprietary Information. In addition to, and not instead of the termination provisions set forth in Section 5 above, You agree that in the event of a threatened or actual breach of a provision of this Agreement by You, (a) monetary damages alone will be an inadequate remedy, (b) such breach will cause ITOO significant, immediate, and irreparable injury and damage, and (c) ITOO shall be entitled to seek and obtain, from any court of competent jurisdiction (without the requirement of the posting of a bond, if applicable), immediate injunctive and other equitable relief in addition to, and not instead of, any other rights or remedies that ITOO may have under applicable laws.
Models are non-refundable. You are responsible for all taxes.
ITOO grants a one-year technical support as described in section 11 below, for ITOO Models which are subject to this Agreement.
The above provision is not applicable if any defect in the functioning of the ITOO Models was caused by the use of the ITOO Model in a way which is noncompliant with the obligations of the Licensee set out in the Agreement.
THIS SOFTWARE IS PROVIDED "AS IT IS" AND ITOO ACCEPTS NO RESPONSIBILITY FOR ANY LOSS OR DAMAGE, OF ANY KIND, RESULTING FROM THE USE, INABILITY TO USE OR OTHERWISE MISUSE OF THIS SOFTWARE. WHERE ANY KIND OF NEGLIGENCE ON THE PART OF ITOO CAN BE PROVEN TO HAVE RESULTED IN LOSS OF DATA, LOSS OF EARNING, DAMAGE TO BUSINESS OR ANY OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, IN NO EVENT WILL ITOO BE LIABLE FOR A SUM EXCEEDING THE PURCHASE PRICE OF THE MODELS LICENSE.
THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF, AND LICENSEE ACKNOWLEDGES AND AGREES THAT ITOO DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (WHETHER BY STATUTE, LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. THE FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE AFFECTED BY ITOO'S RENDERING OR ANY SUPPORT SERVICES OR TECHNICAL OR OTHER ADVICE OR COMMUNICATION IN CONNECTION WITH THE PRODUCT OR ITS USE. WITHOUT LIMITING THE FOREGOING DISCLAIMER, ITOO DOES NOT WARRANT THAT PRODUCT WILL MEET LICENSEE'S EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS, WHICH MAY BE IMPLIED BY LAW, WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION.
You covenant, represent, and warrant to ITOO design that:
You have full right, power, legal capacity, and authority to enter into and perform this agreement, have obtained any third-party consent needed to do so, and, prior to any Purchase, had an opportunity to seek independent legal counsel.
You will not use Models except pursuant to the terms of this agreement. Should you use Models in an unauthorized way, you agree to any reasonable fee or penalty exercised by ITOO design under this agreement or applicable law.
You will, prior to Purchase, determine the need for and, if appropriate, obtain any needed third-party clearance, consent, or release to use Other-Party Intellectual Property shown in.
The digital rendering of Models Products, and shall not use Models to infringe any party's Intellectual Property rights.
You will immediately notify ITOO design of any Intellectual Property claim against your use of Models or any other rights issue, before disclosing such issue to any third-party.
TERMINATION OF THIS LICENSE
You may terminate this License Agreement at any time by manually deleting the Model from your computer.
If you violate this License Agreement, your authorization and license to use the Model shall automatically terminate and you must immediately discontinue use of and destroy any downloaded Model.
Sections 1.c (License Restrictions), 2 (Proprietary Rights), 3 (Disclaimer), 6 (Other Legal Information), and 7 (Trademarks) will survive any termination or expiration of this License Agreement.
OTHER LEGAL INFORMATION
This agreement constitutes the entire agreement between you and ITOO. You agree that any material breach of these Terms will result in irreparable harm to ITOO for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, ITOO will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if ITOO seeks such an injunction.
Licensee before using the ITOO Products gives consent to the collection, use and processing of the applicable personal data by ITOO.
ITOO has the right to assign this Agreement if the Licensee is an Entrepreneur, but such assignment shall be made upon the terms and conditions at least as favourable for the Licensee as the terms of this Agreement, for what the Licensee gives its consent.
The Licensee does not have the right to assign this Agreement.
This agreement is governed by and construed in accordance with Spain's laws. Any disputes that arise regarding the existence, interpretation and enforcement of the contract will be deferred to Spain's judicial authorities, and in particular exclusively to the Court of the City of Cadiz. United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
All notices, requests and other communications under this agreement must be in writing (messages to https://www.itoosoft.com/contact shall be deemed writings).
You shall register as an Authorized User of the Models. Registration must be done "online" only through the official ITOO https://www.itoosoft.com website. You shall not share or allow others to use your Account. You are responsible for the security of your Account.
RailClone®, Forrest Pack®, The3DGarden®, TheParametricLibrary®, and ITOO® are registered trademarks of ITOO Software. All product names are either trademarks or registered trademarks of ITOO design, or its affiliates or licensors. All rights reserved.
ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE AGREEMENT
Agreement becomes effective after the acceptance of its terms by the Licensee and remains in effect by the time it is terminated upon the terms and conditions set out in the Agreement.
The Licensee undertakes to adhere to the terms and conditions of this agreement and the provisions of the Regulations by expressing their acceptance through clicking the relevant key below, or through downloading, installation, starting, or use of the Models.
NO ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE AGREEMENT
If prior to the downloading, installation, starting, or use of the ITOO Products, the Licensee does not accept the terms and conditions of these this Agreement and/or the provisions of the Regulations, it shall not have the right to This use ITOO Models and shall delete, deactivate, or return the ITOO Products.
One-year Technical support shall be limited to reasonable assistance in response to You regarding: (i) Models installation, (ii) Models errors, and (iii) general questions regarding the usage of Models features.
Technical support does not include training, consulting, on-site services, or the provision of engineering judgment for a specific simulation. Technical support is provided in English, by e-mail or via-web. Technical support is provided only for the then-current release as designated by ITOO of the Models, running unaltered, and on an appropriate hardware and operating system configuration, as specified in the applicable Documentation. Upon ITOOS's request. You shall provide information required by ITOO to verify that you and the specific license are entitled to Technical support. To allow ITOO to properly address technical issues, ITOO may request You to provide files and other materials and information.
HOW TO OBTAIN A DISTRIBUTION LICENSE
A Distribution License will be appropriate if you wish to obtain the rights to market, distribute, reproduce, make available, publish, transmit, or sublicense the Models.
To obtain a Distribution License please write us at https://www.itoosoft.com/contact a message including the following information:
The name and address of your Company.
Contact e-mail address.
The name (working title or otherwise) and a brief description of your product.
List all the ITOO Models which will be utilized to develop, or will be included in your product.
Once we have received the above details, we will contact you.
The use of ITOO Models in any and all applications that imply redistribution will be effected in such a manner that the 3D model's database/geometry is password protected, encrypted, or resides in an executable file and cannot be imported by third parties.