PiXYZ Software License

Last updated: January 20, 2019

This license agreement is between you ("Licensee") and Metaverse Technologies France SAS ("PiXYZ SOFTWARE").  Unity Technologies is not a party to this license agreement.

 

IMPORTANT: READ THE TEXT OF THIS LICENSE CAREFULLY. THE GRANT OF THE RIGHT TO USE THE SOFTWARE IS MADE SOLELY ON CONDITION THAT THE LICENSEE AGREES TO THE TERMS OF THE LICENSE. IF THE LICENSEE DOES NOT AGREE TO THE TERMS OF THE LICENSE, IT IS NOT AUTHORISED TO USE THE SOFTWARE.

1.   Licence

PiXYZ SOFTWARE hereby grants to the Licensee a personal, non-transferable, non-transmissible and non-exclusive right to use the SOFTWARE, within the limit of the number of machines indicated in the order form. This License is granted for the duration indicated in the order form. It shall become effective as of complete payment of the price. PiXYZ SOFTWARE reserves the right of correction in accordance with the provisions of Article L 122-6-1 of the French Intellectual Property Code. The smooth functioning of the SOFTWARE in accordance with its user documentation is warranted 90 days as of the delivery. Unless the maintenance has been ordered, PiXYZ SOFTWARE is not bound by any obligation of corrective maintenance after this deadline of 90 days. PiXYZ SOFTWARE guarantees that the SOFTWARE is original and does not infringe any third-party property rights recognized in laws and regulations applicable in France (FR). The SOFTWARE is provided without any other warranty of any kind. Particularly, PiXYZ SOFTWARE does not warrant that the SOFTWARE does not carry any errors or anomalies. PiXYZ SOFTWARE does not warrant any quantitative or qualitative result, or any other performance than those indicated in the user documentation. Also, PiXYZ SOFTWARE does not warrant the compatibility or the interoperability of the SOFTWARE with other software or hardware than those indicated in the required configuration. PiXYZ SOFTWARE does not warrant backward compatibility with new versions of software and hardware indicated in the required configuration. The Licensee agrees to never license the PiXYZ SOFTWARE products on a hosted and/or SaaS basis and to never enable third parties to ever receive electronically, physically or otherwise, distributable copies of the PiXYZ SOFTWARE products.

The Licensee shall not assist, enable or otherwise permit or allow any third party to: copy (except in the course of loading or installing), alter, adapt, modify, translate, create derivative works of the Software, decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Software, rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Software by third parties, remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Software, circumvent or attempt to circumvent any technological protective measure contained in or supported by, the Software; or any copy, portion, extract or derivative thereof, Use the Software in any manner that violates any applicable law or regulation whether local, national or international, Use the Software in any manner that violates any Intellectual Property Rights or privacy rights of Metaverse Technologies or any third party.

The Licensee shall not provide, disclose, display or otherwise make available the Software or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or e-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services, do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specially that would entail the Software to be: disclosed or distributed in source code form, licensed for the purpose of making derivative works, or redistributable at no charge; and Use the Software to develop a competing software.

2.   License limitations

When using PiXYZ  products, the Licensee agrees to follow usage limitations depending on the license type purchased:

  • Node-locked license: the PiXYZ runtime programs can be run as up to 2 simultaneous CPU processes maximum on the machine, per node-locked license purchased (ex: 1 node-locked license installed on a machine allows the Licensee to run up to 2 runtime applications in parallel on the same machine).

Each PiXYZ runtime application is technically limited to use a maximum of 32 CPU cores in parallel, when multithreaded functions are used by the PiXYZ runtime process.

  • Floating license: the PiXYZ runtime programs can start only one CPU process maximum on the machine, per floating license purchased (ex: 4 floating licenses installed on a machine allow the Licensee to run up to 4 PiXYZ runtime applications in parallel on one or several machines connected to the license server).

Each PiXYZ runtime application is technically limited to use a maximum of 32 CPU cores in parallel, when multithreaded functions are used by the PiXYZ runtime process.

PiXYZ Plugin :

When using PiXYZ PLUGIN FOR UNITY product, the Licensee agrees to follow usage limitations described hereafter:

PiXYZ for Unity will only be used to manually import 3D model files either from the graphical user interface of the Unity 3D editor or from a C# runtime import command if the PiXYZ for Unity plugin is embedded in a built application. Importing 3D models files will result from a user action, as opposed to automatic batching of 3D models files which is not permitted with this license type.

3.   Key

The SOFTWARE is protected by an anti-copy technical device in the form of a digital key (hereinafter KEY). This KEY is generated in function of technical features of the machine on which the SOFTWARE will be used. Without this  KEY, the SOFTWARE cannot be used.

The Licensee who wants a new KEY because of any change of machine may send a written request to PiXYZ SOFTWARE by email at contact@pi.xyz attesting that the SOFTWARE is not used anymore on the previous machine, with a copy of the identification document (ID card, passport) of the signatory of the statement, and not more than twice per calendar year. Any additional request will be charged at a unit license price.

4.   Corrective maintenance

Whenever a corrective maintenance service is ordered, PiXYZ SOFTWARE undertakes to correct all errors or anomalies affecting the SOFTWARE compared to its user documentation (hereinafter INCIDENTS) during the maintenance period specified in the order form. This Article is also applicable to the Licensee during the 90 days period specified in Article 1.

4.1   Reporting of INCIDENTS

Incidents may be reported during business hours and days, that is, from 9 AM to 12 noon and from 2 PM to 5 PM (GMT+1), Mondays to Fridays, aside from holidays and/or days off. Reporting shall be made by telephone, at +33. (0)1.75.60.18.00, telecommunication costs shall be paid by the Licensee, or by email at contact@pi.xyz.

4.2   Resolution of INCIDENTS

Servicing by PiXYZ SOFTWARE shall take place during business hours and days as stated at Article 3.1. It may take place either by telephone, by remote maintenance software, by communication of a patch or workaround solution on optic media or by electronic communication (FTP, e-mail, etc.), at the discretion of PiXYZ SOFTWARE.

4.3   Servicing times

PiXYZ SOFTWARE undertakes to intervene as soon as possible, this obligation being construed as a best endeavours obligation (obligation de moyen) on the part of PiXYZ SOFTWARE.

4.4   Exclusions from maintenance

PiXYZ SOFTWARE shall be released from its corrective maintenance obligations in the following cases:

  • the INCIDENT cannot be reproduced or sufficiently documented by the CUSTOMER ;
  • non-compliance with the technical configuration required by PiXYZ SOFTWARE ;
  • modification of the SOFTWARE by the Licensee or a third party acting on behalf of CUSTOMER;
  • the Licensee’s refusal to install a new version made available by PiXYZ SOFTWARE or refusal to install a patch or a remote maintenance software or workaround solution;
  • virus or malicious software on the machine on which is installed the SOFTWARE ;
  • a case of force majeure as recognized by law and the courts. Interruptions of telecommunication and electric energy systems for more than 48 hours constitute cases of force majeure within the meaning of this Agreement.

Corrective maintenance shall not include:

  • development of new functionalities or modifications of existing functionalities, that is, upgrading maintenance and supply of new versions of the SOFTWARE;
  • improvement of SOFTWARE performances;
  • backup of data connected to use of the SOFTWARE and backup of the SOFTWARE
  • maintenance of the operating system and software and hardware required by the technical configuration for using the SOFTWARE;
  • regulatory maintenance, that is, modifications of the SOFTWARE ordered as a result of a change in the laws or regulations;
  • restoring data connected to the SOFTWARE in case of accidental or voluntary loss thereof or due to an INCIDENT.

5.   User Support

Whenever support service is ordered, it shall consist in technical assistance in use of the SOFTWARE by telephone during business hours and days, that is, from 9 AM to 12 noon and from 2 PM to 5 PM (GMT+1), Mondays to Fridays, aside from holidays and/or days off. Telecommunication costs shall be paid by the Licensee.

6.   Order - Payment

All payments shall be due thirty (30) days as of reception of the invoice by the Licensee. A late payment penalty, computed based on three times the legal rate, shall be applied in case of non-payment on the due date, as well as a EUR 40 lump sum penalty for collection expenses. Orders or payments due and/or made shall be firm and irrevocable.

Payments may be made by check or bank transfer.

7.   Delivery - Service

The delivery and service are made electronically. The SOFTWARE and/or the DONGLE shall be delivered without sources code and only in its executable version or object code. PiXYZ SOFTWARE shall not be bound by any obligation to install, integrate or set the SOFTWARE. PiXYZ SOFTWARE shall act with all due diligence to deliver as soon as possible when there is no delivery date indicated in the order form. The delivery of the SOFTWARE and/or of the KEY and the execution of services shall be subordinated to the complete payment of their price.

8.   Termination

In the case of breach by the Licensee of any one of its obligations, PiXYZ SOFTWARE may terminate the ordered Licence ipso jure by registered letter, acknowledgement of receipt, without prejudice to any damages it could claim. Termination of the Licence Agreement shall entail automatic termination of the corrective maintenance and support services.

Termination shall become effective on the date of first presentation to its addressee of the notice of termination sent by registered letter, acknowledgement of receipt.

Under no circumstance shall termination of the Agreement release the Licensee from any obligation to make any payment due before the date of termination, it being recalled that the amounts received by virtue of this Agreement shall be definitively acquired by PiXYZ SOFTWARE and the amounts due on the date of termination shall remain due and owing independently of such termination.

9.   Liability

The Licensee alone shall be liable for use of the SOFTWARE and alone bear those risks connected to its use. The Licensee acknowledges having received from PiXYZ SOFTWARE all information relating to the functionalities of the SOFTWARE in order that it may assess whether it fulfils its needs before ordering. In the event, however, where PiXYZ SOFTWARE is held liable by an enforceable or final court decision, such liability shall be limited, in the aggregate for all causes of action of the Licensee, to the price of the SOFTWARE Licence or of the service in question, which is acknowledged and accepted by the Licensee.

In any event, all Licensee claims against PiXYZ SOFTWARE must be brought within one year as from the occurrence of the event that constitutes the cause of action.

In no case shall PiXYZ SOFTWARE be held liable for indirect and consequential damages connected to use of the SOFTWARE, including operating or financial losses resulting from the use or impossibility to use the SOFTWARE.

10.   Compliance

Licensee acknowledges that portions of the SOFTWARE contain elements in which the intellectual property is owned by third parties and its licensors; the list of such third parties is available at https://www.pixyz-software.com/legal/3rdparty/. In respect of such elements, Licensee undertakes (i) to use reasonable care in maintaining their confidentiality, (ii) to retain all proprietary notices and legends contained on the SOFTWARE and on all copies thereof, (iii) not to de-compile or reverse engineer the SOFTWARE and on create derivative works thereof, (iv) comply with the export restrictions and restricted rights regulations defined by the United States of America, in relation to Licensee’s activities related to the SOFTWARE.

11.   Miscellaneous

Unless otherwise expressly agreed by mutual agreement, the parties elect domicile at their respective registered offices.

These General Terms and Conditions shall be governed by the laws of France (FR). The competent courts shall be those of the city of Paris (FR 75), notwithstanding multiple defendants or any action for impleader.

12.   Privacy Policy – PERSONAL DATA

PiXYZ SOFTWARE collects information about your device, including IP address, serial number and number of CPUs present and Mac addresses of network interfaces for the purpose of preventing the infringement of the SOFTWARE, by generating and then further managing/verifying your license files.

To the extent such data constitutes personal data, PiXYZ SOFTWARE will ensure that such data is processed as follows:

  • The legal basis for processing such data is the legitimate interest of PiXYZ SOFTWARE to ensure the protection of its intellectual property assets and, in particular, to avoid piracy in respect of the SOFTWARE;
  • The following recipients will be entitled to receive your data: duly authorized personnel of PiXYZ SOFTWARE, involved with the license management/verification activities, as well as the service providers acting on behalf of PiXYZ SOFTWARE in this respect;
  • The data relating to the license keys will be retained for the duration of this License and, thereafter, for a period of five years.

Subject to the applicable legal conditions, the Licensee can request from PiXYZ SOFTWARE access to, rectification or erasure of their personal data, restriction of the processing, and the Licensee can also object to the processing of its personal data. Licensees can also contact PiXYZ SOFTWARE to provide instructions for the processing of their data after their death. For exercising any of such rights, Licensees can contact contact@pi.xyz. The Licensee also has the right to lodge a complaint with a supervisory authority for any issue relating to the processing of his personal data.

13.   Recommended configuration

The recommended configuration, not provided by PiXYZ SOFTWARE, is the following :

  • Processor: Core i7 6700HQ - 2.4 GHz
  • RAM: 16 GB
  • NetworkCard : Wireless or Ethernet
  • Graphics: Quadro Q6000 or sup. (for Quadbuffer technology) - GTX 1070

or sup. Minimal requirement : OpenGL 4 compatible

  • Hard Disk Space: 400 MB
  • Operating System: Windows 10 64-bit
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