EULA
END-USER LICENSE AGREEMENT (EULA) for Military Visualizations Inc. (“MV”) 3D model assets.
IMPORTANT - PLEASE READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or single business entity) and the MV product identified above. By accessing or otherwise using the 3D MODEL ASSETS, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not use the 3D MODEL ASSETS.
3D MODEL ASSETS LICENSE
The 3D MODEL ASSETS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The 3D MODEL ASSETS are supplied as a single user license and no ownership is transferred, only the right to use the licensed assets. The 3D MODEL ASSETS may not be re-distributed, sold for non-profit or profit from subscription fees, repackaged, delivered on CD or DVD media or any other form of electronic media by any other persons or party, website, organization or entity, other than the official e-commerce seller website(s) as contracted or authorized by MV.
1. GRANT OF LICENSE. This EULA grants you the following rights:
a. You may non-exclusively exploit the 3D MODEL ASSETS in your own commercial project.
b. Separation of Components. The 3D MODEL assets are licensed as a single product. Its original component parts created by MV may not be separated for use in other assets or projects.
c. Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of MV.
d. LICENSE RESTRICTIONS. Unless otherwise expressly permitted by MV, You will not and You have no right to:
(a) copy any MV Materials (except as required to run the assets and for reasonable backup purposes);
(b) modify, adapt, or create derivative works of any MV Materials;
(c) rent, lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise provide any MV Materials to any third party;
(d) decompile, disassemble or reverse-engineer any MV Materials, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any MV Materials, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary;
(e) provide to any third party the results of any benchmark tests or other evaluation of any MV Materials without MV's prior written consent;
(f) attempt to disable or circumvent any license key or other technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to, any MV Materials;
(g) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from any MV Materials;
(h) exceed the Licensed Capacity or violate other license limitations in this Agreement;
(i) separately use any of the applicable features and functionalities of the MV Materials with external applications or code not furnished by MV or any data not processed by the assets, except otherwise specifically permitted in the Documentation;
(j) misuse the assets or use the assets for any illegal, harmful, fraudulent, or offensive purposes;
(k) otherwise access or use any MV Materials except as expressly authorized in this Agreement; or
(l) encourage or assist any third party to do any of the foregoing. You acknowledge that the assets may be configured to display warnings, reduce available functionality, and/or cease functioning if unauthorized or improper use is detected, including if the Term expires or the Licensed Capacity is reached or exceeded.
e. OWNERSHIP. MV, its suppliers and/or licensors own all worldwide right, title and interest in and to the MV Materials, including all related Intellectual Property Rights. Except for the licenses expressly granted to You, You will not acquire or claim any right, title or interest in or to any MV Materials or related Intellectual Property Rights, whether by implication, operation of law or otherwise. Notwithstanding anything to the contrary, the assets are licensed, not sold, to You. To the extent that You provide any Feedback, You grant to MV a perpetual, irrevocable, worldwide, non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up right and license to use and commercially exploit the Feedback in any manner MV deems fit.
f. assets VERIFICATION AND AUDIT. At MV’s request, You will furnish MV with a certification signed by Your authorized representative verifying that the assets are being used in accordance with this Agreement and the applicable Order. Also, if You have purchased an offering that requires usage reporting as identified in the Order, You agree to provide such reporting pursuant to the requirements set forth by MV. Upon at least ten (10) days’ prior written notice to You, MV may audit Your (and your Service Providers’) use of the assets to ensure that You (and such Service Providers) are in compliance with this Agreement and the applicable Order. You will (and will ensure that its Service Providers) provide MV with reasonable access to all relevant records and facilities reasonably necessary to conduct the audit. If an audit reveals that You (and/or any Service Provider) have exceeded the Licensed Capacity or the scope of Your license grant during the period audited, then MV will invoice You, and You will promptly pay MV any underpaid Fees based on MV’s price list in effect at the time the audit is completed. If the excess usage exceeds ten percent (10%) of the Licensed Capacity, then You will also pay MV’s reasonable costs of conducting the audit. You will ensure that its Service Providers provide MV with the access described in this Section. This Section will survive expiration or termination of this Agreement for a period of three (3) years.
g. Support Services. These 3D MODEL assets are provided "as is"
h. Termination. Without prejudice to any other rights, MV may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the 3D MODEL ASSETS and all of its component parts.
2. COPYRIGHT.
a. All title and copyrights in and to the original created components of the 3D MODEL ASSETS (including but not limited to any images, photographs, animations, video, audio, music, and test incorporated into the 3D MODEL ASSETS), the accompanying documentation materials, and any copies of the 3D MODEL ASSETS are owned by MV or its suppliers. All title and intellectual property rights in and to additional third party libraries and content (which are used under the terms of those components' distribution) which may be accessed through use of the 3D MODEL ASSETS are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. These 3D MODEL ASSETS contains documentation which is provided only in electronic form, and you may print multiple copies of such electronic documentation.
b. All copyright and Milviz branding must remain visible at all times. You must not obfuscate or hide the Milviz branding and copyright information.
3. LEGAL JURISDICTION. This EULA is governed by the laws of the Quebec, Canada.
4. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MV BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE 3D MODEL ASSETS OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF MV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Confidential Information. “Confidential Information” means any technical or business information, ideas, materials, know-how or other subject matter that is disclosed by one party to the other party that: (a) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Confidential Information of MV will include the MV Materials (including any license keys).
6.Use and Disclosure Restrictions. The party receiving Confidential Information (“Recipient”) agrees: (a) to maintain the Confidential Information of the party disclosing such information (the “Discloser”) in strict confidence; (b) not to disclose such Confidential Information to any third parties; and (c) not to use any such Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. Recipient will treat Confidential Information of the Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Recipient may disclose the Confidential Information of Discloser to its directors, officers, employees, and subcontractors (collectively, “Representatives”), who have a bona fide need to know such Confidential Information, provided that each such Representative is bound by a legal obligation as protective of the other party’s Confidential Information as those set forth herein. Recipient’s obligations under this Section will continue in effect for a period of three (3) years from the date of last disclosure of Confidential Information by Discloser, except that Your obligations under this Section will continue in effect in perpetuity with respect to MV Materials.
7. TERMINATION. Either party may terminate this Agreement by written notice to the other party if the other party materially breaches this Agreement and does not remedy the breach within thirty (30) days of receiving written notice of the breach pursuant to this agreement. In addition, MV may immediately terminate this Agreement (in whole or in part, including with respect to any Term) by written notice to you (a) if you materially breach any section within this agreement, and (b) MV may also terminate your license to any Evaluation assets at any time with or without cause by notice to you. If the recipient is the Government, then termination terms and conditions will be governed with respect to local law. Upon any expiration or termination of this Agreement, the rights and licenses granted to you hereunder will automatically terminate, and you agree to cease immediately using the MV Materials and to return or destroy all copies of the MV Materials and other MV Confidential Information in your possession or control, and certify in writing the completion of such return or destruction in accordance with Section 7. Upon termination of this Agreement, MV will have no obligation to refund any Fees or other amounts received from you during the Term, and notwithstanding any early termination above, you shall still be required to pay all Fees payable under an Order (i.e., no such early termination shall relieve your obligations to pay all Fees payable under an Order) unless otherwise provided in this Agreement.
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