- Purchasing and sharing your email with me entitles you to use Vetala on up to 2 computers.
- If you purchase Vetala more than once on behalf of someone else, that is okay. Please make them known to me by emailing me.
- You cannot transfer Vetala to someone else.
- Companies should contact me, if they are not working through Arc Productions.
VETALA END USER AGREEMENT
THESE TERMS AND CONDITIONS (THE “AGREEMENT’) APPLY TO THE SOFTWARE ENTITLED “VETALA” (the “SOFTWARE”) MADE AVAILABLE TO YOU (THE “YOU” OR “CUSTOMER”) BY LOUIS VOTTERO (THE “LICENSOR”) UPON ACCEPTANCE OF THIS AGREEMENT AND PAYMENT. CUSTOMER WILL SHARE EMAIL AND NAME WITH LOUIS VOTTERO WHEN PURCHASING. THIS PROVES THEY HAVE LEGALLY LICENSED THE SOFTWARE.
THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN CUSTOMER AND LICENSOR AND DEFINES WHAT CUSTOMER MAY DO WITH THE SOFTWARE, AND WHAT LIMITATIONS EXIST ON WARRANTIES AND REMEDIES RELATED TO THE SOFTWARE. PLEASE READ THIS AGREEMENT CAREFULLY.
1. LICENSE GRANT.
In consideration of payment of the License Fees and Customer’s agreement to abide by the terms and conditions of this Agreement, the Licensor hereby grants to the Customer a non-exclusive, non-transferable and non-sublicensable, limited license (the “License”) to install and use the Software on a maximum of two separate computers or other devices, provided such installation and use is exclusively on behalf of one user. To the extent Customer is a company, Customer may transfer the License from a named user to a new named user who is an employee, contractor or consultant for use solely on behalf of Customer in the event that: (a) the prior named user is no longer working for Customer, or (b) the prior named user has changed roles and has no intent to use Software in the new role. Any attempt to use the Software other than as permitted by this Agreement will terminate the License.
This License does not entitle the Customer to receive from Licensor technical support, telephone assistance or enhancements or updates to the Software except as specifically set forth herein.
Customer may be entitled to receive from Licensor bug fixes, patches and maintenance releases or supplemental Software (“Upgrades”) during the term of this Agreement on such terms and conditions that Licensor makes such Upgrades generally available to its customers. Customer acknowledges that Licensor has no obligation to issue Upgrades at any time or on any regular schedule and Licensor shall develop and issue Upgrades in its sole and absolute discretion. Licensor may cease offering and providing Upgrades at any time, in its sole discretion. Customer consents to the installation of such Upgrades.
1. RESTRICTIONS ON USE.
The License of the Software hereunder is subject to the express restrictions set forth herein. Without the express written permission of Licensor, Customer shal luse the Software only to create, edit, store, retrieve and execute Python scripts describing the constraints for digitally generated characters compatible with Autodesk® Maya® 3D animation software and for no other purpose, and, without restricting the generality of the foregoing, Customer shall not, and shall not permit any person or legal entity that is not the Licensor, (a “Third Party”) to:
1. reproduce, transmit, modify, adapt, translate or create any derivative work of, any part of the Software, in whole or in part;
2. reverse engineer, disassemble, or decompile the Software, create derivative works based on the Software, or otherwise attempt to gain access to its method of operation or source code;
3. sell, license, sublicense, publish, display, distribute, disseminate, assign, or otherwise transfer (whether by sale, exchange, lease, rent, gift, loan, or otherwise) to a Third Party the Software, any copy or portion thereof, in whole or in part, on a temporary or permanent basis;
4. use the Software for supporting Third Parties’ use of the Software or time share the Software to unlicensed Third Parties without Licensor’s prior written consent;
5. use the Software in whole or in part, as part of an internet/intranet/extranet website or via other electronic communication distribution methods that facilitate access by an unlicensed third party;
6. provide access (directly or indirectly) to the Software via the web or internet application, or any file-sharing method or system;
7. alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices on or in copies of the Software;
8. use Licensor’s name, trade names, logos, or other trademarks of Licensor, whether in written, electronic, or other form, without Licensor’s prior written consent;
9. access or use the Software when Customer is not currently licensed to access or to use;
10. use the Software to communicate any message or material that
(i) is libelous, harmful to minors, obscene or constitutes pornography;
(ii) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of a Third Party or is otherwise unlawful;
or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation; or
11. use the Software to breach any term or conditions of use of the Autodesk® Maya® 3D animation software.
1. RETENTION OF RIGHT, TITLE AND INTEREST.
Licensor does not sell any rights in and to the Software, but rather grants the right to use the Software pursuant to the terms of this Agreement. The Software and any Upgrades shall at all times remain the property of Licensor and/or Licensor’s licensors, as applicable, and Customer shall have no right, title, or interest therein, except as expressly set forth in this Agreement. Any and all modifications, upgrades, enhancements, improvements, changes and derivative works to the Software or any Upgrades, and all animation, code or other similar works developed using the Software, whether created by Licensor or Customer, shall be the sole intellectual property of Licensor. Licensor exclusively reserves all rights not explicitly granted to the Customer herein. The Software is protected by copyright and other intellectual property laws and treaties, and Licensor will not violate any of Licensor’s rights under these laws and treaties. Customer will not take any steps to jeopardize, limit or interfere in any way with Licensor’s or its suppliers’ ownership of or rights to the Software.
Licensor may, from time to time, distribute software or other intellectual property licensed to Licensor by a Third Party licensor (the “Third Party IP”). If applicable, such Third Party IP shall be made available to Customer pursuant to the terms and conditions hereof. In the event any additional terms and conditions are imposed upon the use of such Third Party IP, the applicable terms and conditions shall be made available to Customer by Licensor or such Third Party licensor in the purchase, activation and/or installation processes of the applicable Software or Upgrade.
Licensor may terminate this Agreement if Customer fails to comply with any provision of this Agreement immediately upon notice to Customer. Upon termination of this Agreement:
(i) all rights and licenses of Customer, if any, and all obligations of Licensor hereunder shall terminate, and
(ii) Customer shall immediately cease all use of the Software and permanently delete the Software, including any Upgrades, from all of its devices, as applicable. The Licensor reserves the right to require the Customer to show satisfactory proof that all copies of the Software have been permanently deleted or destroyed.
Notwithstanding any termination of this Agreement, Sections 4, 5, 7, 9, 10, 11 and 12 shall survive termination of this Agreement. All other rights and licenses granted hereunder will cease upon termination.
1. FEES AND PAYMENT TERMS.
In order to receive the License granted herein, Customer will pay Licensor all applicable fees required to be paid by the Licensor for the grant of the License hereunder (the “License Fees”). The License Fee or other amount relating to the purchase of the License and delivery of Software payable by Customer shall be the amount set forth in the product website.. After the Licensor has successfully processed payment by the Customer, the Customer will be provided with instructions on how to download the Software. All payments shall be non-refundable.
1. TAXES, DUTIES, CUSTOMS.
Customer shall pay all applicable sales, use, excise, value-added, and other taxes, duties, levies, assessments, and governmental charges payable in connection with this Agreement or the License granted hereunder. When Licensor has the legal obligation to collect such taxes, the appropriate amount shall be due upon invoice to Customer. Customer shall hold Licensor harmless from all claims and liability arising from Customer’s failure to pay any such taxes, duties or charges.
1. REPRESENTATIONS AND WARRANTIES.
The natural person that clicks “I accept” at the end of this Agreement hereby covenants, represents and warrants to Licensor that he/she is not a minor and is, or has the capacity to bind, Customer.
Customer hereby covenants, represents and warrants to Licensor that
(a) the natural person that clicks “I accept” at the end of this Agreement is not a minor and has the capacity to bind Customer; and
(b) Customer will access and use the Software in accordance with applicable laws and in such manner as not to violate or infringe any copyright, trade-mark, confidential information or trade secret of any other person.
Licensor hereby covenants, represents and warrants that
(a) to the knowledge, information and belief of Licensor, after having taken normal course precautions, the Software does not contain any software code that will disable the Software, such as computer viruses, back doors, trojan horses; and
(b) the Licensor has all rights to grant the rights and licenses hereunder.
1. LIMITATION OF LIABILITY.
OTHER THAN AS EXPRESSLY SET OUT HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE REPRESENTATIONS AND WARRANTIES OF THE LICENSOR SET OUT IN SECTION 8 ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS OR ADEQUACY FOR A PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS, CAPACITY, OR THAT THE OPERATION OF THE SOFTWARE, ANY UPGRADES OR ANY SERVICE, MAINTENANCE AND SUPPORT SERVICES WILL BE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DIRECTORS, OFFICERS, CONTRACTORS, EMPLOYEES, RESELLERS, AGENTS OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, SUPPLY, OR DELIVERY OF THE SOFTWARE, ANY UPGRADES OR ANY SERVICES, MAINTENANCE AND SUPPORT SERVICES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THESE WARRANTIES AND CUSTOMER MAY NOT RELY ON SUCH INFORMATION OR ADVICE.
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE LICENSOR OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSESSORS, CONTRACTORS, FUNDERS, OR SUBSIDIARIES (THE “LICENSOR PARTIES”) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOST PROFITS, LOST REVENUES, LOST EMPLOYMENT OPPORTUNITIES, OR FAILURE TO REALIZE EXPECTED SAVINGS, EVEN IF THE LICENSOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR ANY OTHER DAMAGES, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO THE LICENSOR PARTIES, ARISING OUT OF OR RESULTING FROM:
(i) THE USE OR THE INABILITY TO USE THE SOFTWARE;
(ii) ANY LOSS OF OPPORTUNITY FOR THE SOFTWARE NOT WORKING;
(iii) THE INSTALLATION OF THE SOFTWARE
(iv) THE TERMINATION OF THIS AGREEMENT
(v) THE FAILURE OF EQUIPMENT RELATED TO CUSTOMER’S COMPUTER OR DAMAGE TO CUSTOMER’S COMPUTER, SOFTWARE OR OTHER PROPERTY RESULTING FROM CUSTOMER’S USE OF THE SOFTWARE;
OR (vi) ANY OTHER MATTER RELATING TO THE SOFTWARE OR THIS AGREEMENT. IN ADDITION, IN NO EVENT WILL LICENSOR PARTIES’ CUMULATIVE OR AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SOFTWARE.
Where Customer discloses information about Customer or an individual whose identity may be inferred or determined from the information provided (“Personal Information”) to Licensor, Customer represents, warrants, and covenants that:
(i) Customer is solely and exclusively responsible for the collection, accuracy or completeness of the Personal Information disclosed, or provided, to Licensor;
(ii) all Personal Information disclosed to Licensor has been collected and disclosed in accordance with all applicable laws pertaining to the Personal Information in question, and where applicable, all applicable consents to disclose to Licensor or have been obtained from the individual(s) whose Personal Information is provided;
(iii) Customer grants to Licensor the right to collect, store and use the Personal Information:
(A) for the purposes of installing the Software, tracking the use of the Software and ensuring compliance with this Agreement;
(B) for any purpose associated with the provision of Upgrades (as applicable) to Customer, and
(C) to provide certain reminder notices relating to the Software. Customer will respond to enquiries concerning any Personal Information provided to Licensor and to promptly address all enquiries concerning such information.
1. CUSTOMER INDEMNITY.
The Customer agrees to indemnify and hold Licensor and Licensor Parties harmless from and against any loss, liability, cost, expense or damage (including reasonable legal fees) arising directly or indirectly out of any claim, suit action or judgment brought against Licensor or Licnesor Parties related to any act or omission by Customer relating to the Software, including but not limited to the provision by Customer of any products or services, any representations, warranties or covenants made by Customer, any failure by Customer to comply with any of the terms of this Agreement, or violation by Customer of any provincial, federal, foreign, or other laws or regulations or any third party rights.
1. GENERAL CONTRACT PROVISIONS.
This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province without regards to conflict of laws principles. The parties hereby expressly and irrevocably attorn to the exclusive jurisdiction of the courts in the Province of Ontario (including the Federal Court of Canada to the extent the same may have jurisdiction).
This Agreement, and any rights or licenses granted or waived in this Agreement, may not be transferred or assigned by you, but may be assigned by the Licensor without restriction. In the event that any provision is determined to be unenforceable or invalid, that provision will nonetheless be enforced to the fullest extent permitted by applicable law, and that determination will not affect the validity and enforceability of any other remaining provisions of this Agreement. The failure of the Licensor to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without Licensor’s prior written consent (not to be unreasonably withheld).