VOLUME GRAPHICS TERMS AND CONDITIONS
VOLUME GRAPHICS LICENSE AGREEMENT
Please read the following terms and conditions carefully because they
will apply to Your use of the software program VGStudio or VGStudio
MAX ("Software") and constitute a legally binding license
agreement between You and Volume Graphics GmbH, Wieblinger Weg 92 A,
69123 Heidelberg, Germany (“Licensor”).
If You agree to be bound by the terms of this license agreement,
please check the check-box at the login
screen labelled “I have read and I accept the terms and
conditions for use of software.” If You do not agree to be bound
by the terms of this license agreement, please don’t check the
mentioned check-box at the login-screen. If You do not agree to be
bound by the terms of this license agreement, You will not be
permitted to download and use the Software.
1. Software License
1.1 General License Grant. Upon Your purchase of a license,
and subject to Your acceptance of, and compliance with, the terms and
conditions set forth in this license agreement, Licensor grants a
non-exclusive, non-transferable license to use the Software to You,
according to the following conditions:
1.2 Special Licenses.
(a) Node Locked License. In the case you purchase a Node
Locked License, You are allowed to install and use the Software on
only one (1) computer for each one (1) purchased license. By
installation of the Software, a special Registration Key will be
generated only for using the Software on this computer. Subject to the
terms and conditions of this license agreement, the Note Locked
License also permits You to allow any individual to use such Software
only on such computer for which the Registration Key is generated in
accordance with the terms and conditions of this license
agreement.
(b) Floating License. (applicable for VGStudio MAX only) If
You wish to authorize the Software to be used in a local area network
or other network by a certain number of concurrent users, You must
purchase a so called Floating License for the number of concurrent
users.
(c) Evaluation License.
Volume Graphics offers Evaluation Licenses for potential customers.
Evaluation Licenses are so called Node Locked Licenses, which are licensed
to be used on one specific PC only.
An Evaluation License is typically valid for 30 days (nonrenewable).
The installation of the software product granted under an Evaluation License
has to be uninstalled and/or removed form PC or any data carrier after the
granted Evaluation License has expired, at very latest three months after
the initial installation of the software product.
An Evaluation License is intended to serve a potential customer as basis for
his decision-making process, whether or not the product fits his needs. Any
usage, propagation or publication of any materials or information, e.g.
pictures, animations, measurement results or other results generated with an
evaluation license is prohibited.
1.3 Registration Key. The Registration Key is valid only
for the computer or the license server for which it is generated. A
transfer onto another computer is not possible and/or allowed.
1.4 Liability for Use. If You are a company or other form
or organization, use of the Software remains subject to the terms and
conditions in this license agreement, and You remain liable for any
breach of this license agreement by any person.
1.5 Documentation/Manual and User Interface Language. The
software and its documentation is available in English language only.
For the Japanese market the manuals are available in Japanese language
as well.
2. Ownership; Retained
Rights
The Software is licensed to You, not sold. Subject to the licenses
granted in Section 1, Licensor retains all right, title and interest
in and to all copies of the Software in any format or medium,
including, but not limited to, any texts, sounds, images, photographs,
video, animations, graphics, documentation or other materials
incorporated into or accompanying the Software. You understand that
You have no right or ability to convey any ownership rights in the
Software to any third party, nor may You grant any license to use the
Software to any third party.
3. General Restrictions on
Software Usage
3.1 General Usage Restrictions.
(a) You agree not to reverse engineer, decompile, disassemble or
otherwise attempt to discern the source code of the Software. Neither
the program nor its documentation may be altered in any way,
including, without limitation, being extended, changed for use on
other systems, or translated into other languages, except and only to
the extent that such activity is expressly permitted by applicable
law. You may not create derivative works based on the Software.
(b) You have no right to rent, lease, sell, sublicense or assign
the Software or any underlying software, technology or other
information, including any printed materials relating to the
foregoing. You agree not to resell the Software or use of or access to
the Software.
(c) Except as otherwise expressly set forth in this license
agreement, You may not copy, reproduce or distribute the Software, in
whole or in part.
(d) You agree to use the Software in compliance with all applicable
laws and regulations. Without limiting the foregoing, You may not
download or otherwise export or re-export the Software except in full
compliance with all applicable laws and regulations, including
applicable laws of the United States regarding export of software
technology.
3.2 Additional Provisions Regarding Registration Key.
(a) You have no right to rent, lease, share, sell, sublicense,
assign, export or otherwise transfer, distribute or disclose any
Registration Key to any third party.
(b) In consideration for Your access to and use of the Software,
You agree to provide true, accurate, current and complete information
about Yourself as required by Licensor (such information being the
“Registration Data”). You grant Licensor the right to use and
disclose information contained in Your Registration Data as necessary
to comply with applicable laws, legal process or to enforce this
license agreement. In addition, You agree that Licensor or its agent
may use the Registration Data to provide You with information
regarding updates and new releases of the Software.
4. Risk of Use
Licensor makes no warranty that using the Software will not cause
deleted files to be overwritten and become unrecoverable.
5. Payment
Your license to the Software is subject to Your payment of the
applicable license fee payable to Licensor, its agent or
distributor.
6. Support
Licensor will have no obligation to provide You with any
maintenance or support relating to the Software. Such support is
subject of a separate maintenance or service agreement.
7. Disclaimer Of
Warranties
EXCEPT IT IS OTHERWISE PROVIDED IN THIS LICENSE AGREEMENT AND TO
THE FULL EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT THE
SOFTWARE IS PROVIDED “AS IS.” YOU ALSO ACCEPT AND AGREE THAT
RELATED DOCUMENTATION IS INCLUDED IN THE SOFTWARE AND THERE IS NO
SEPARATE MANUAL. LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND WITH
RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTIBILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT THE
SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE SOFTWARE
WILL BE CORRECTED, THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED,
TIMELY, SECURE OR ERROR FREE, OR THAT THE SOFTWARE WILL BE ABLE TO
UNDELETE ALL ELECTRONIC FILES. YOU ACKNOWLEDGE AND ASSUME ALL RISK
ASSOCIATED WITH USE OF THE SOFTWARE.
8. Limitation Of Liability
IN CASE OF INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE AND IN CASE
OF LIABILITY PURSUANT TO THE LEGISLATION ON PRODUCT LIABILITY,
LICENSOR SHALL BE LIABLE PURSUANT TO THE STATUTORY PROVISIONS. IN CASE
OF ORDINARY NEGLIGENCE LICENSOR SHALL NOT BE LIABLE IF NO MATERIAL
STATUTORY OBLIGATION WAS VIOLATED NOR A PERSONAL INJURY OR DEATH
OCCURRED AND NO DEFAULT OR IMPOSSIBILITY EXISTED. IN CASE OF ORDINARY
NEGLIGENCE CAUSING A MATERIAL BREACH OF CONTRACT, LIABILITY IS LIMITED
TO TYPICAL, FORESEEABLE DAMAGE; IN CASE OF DEFAULT OR IMPOSSIBILITY
LIABILITY IS LIMITED TO THE LICENSE FEE PAID TO LICENSOR, ITS AGENT OR
DISTRIBUTOR FOR THE USE OF THE SOFTWARE. IN NO EVENT WILL LICENSOR BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE
OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE
SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS OF
LIABILITY SET FORTH IN THE LICENSE AGREEMENT FORM AN ESSENTIAL BASIS
OF THE TERMS OF THIS LICENSE AGREEMENT, AND THAT ABSENT SUCH
DISCLAIMERS AND LIMITATIONS, THE TERMS OF THIS LICENSE AGREEMENT WOULD
BE SUBSTANTIALLY DIFFERENT.
9. Indemnification
You agree to indemnify and hold harmless Licensor, its officers,
directors, employees and agents from any damages, costs and expenses,
including reasonable attorneys’ fees, arising from any claim or demand
made by any third party due to or arising out of Your use of the
Software or breach of this license agreement or violation of any
rights of another.
10. Term, Termination
The term of this license agreement will commence on the date You
first confirm Your assent to the terms and conditions set forth
herein, as indicated by clicking the appropriate button below or by
accepting the delivery of the storage media containing the
Software. This license agreement and the license(s) granted hereunder
will automatically terminate without notice if You breach the terms of
this license agreement. Upon any termination of this license
agreement, Your right to use the Software immediately ceases, and, if
Licensor so requests, You will delete or destroy any copies of the
Software under Your control, including, without limitation, any
Registration Key. The remedies of this clause are without prejudice to
any other rights or remedies which are available to
Licensor.
11. General Provisions
11.1 If any provision of this license agreement is invalid
or unenforceable for any reason in any jurisdiction, such provision
shall be construed to have been adjusted to the minimum extent
necessary to cure such invalidity or unenforceability. The invalidity
or unenforceability of one or more of the provisions contained in this
license agreement shall not have the effect of rendering any such
provision invalid or unenforceable in any other case, circumstance or
jurisdiction, or of rendering any other provisions of this license
agreement invalid or unenforceable whatsoever. Licensor’ failure to
exercise or enforce any right or provision of this license agreement
will not constitute a waiver of such right or provision.
11.2 This license agreement constitutes the parties’ final,
exclusive and complete understanding and license agreement with
respect to the subject matter hereof and supersedes all prior and
contemporaneous understandings and license agreements between the
parties.
11.3 Notices may be provided to You via email or regular
mail.
11.4 You may not assign or transfer Your rights or
obligations under this license agreement without the prior written
consent of Licensor. Licensor may assign all rights and liabilities
under this license agreement to a subsidiary, affiliate or successor
to all or a substantial part of its business and assets without Your
consent.
11.5 This license agreement is governed by the laws of
Germany without regard to its conflict of laws principles. You and
Licensor agree to submit to the exclusive venue in, and jurisdiction
of, the courts of Germany. The United Nations Convention on Contracts
for the International Sale of Goods is expressly
disclaimed.
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VOLUME GRAPHICS UPDATE/SERVICE AGREEMENT
Definitions:
Product shall mean the appropriate Volume Graphics software program
licensed by the customer, Agreement shall mean the Upgrade/Service
Agreement for the appropriate Product.
Overview of benefits provided under an Agreement:
- Access to an individual service account with
- Product upgrades (if available during period of validity)
- Product snapshots (if available during period of validity)
- priority bug-fix support
- priority Product support
Our commitment
An Upgrade/Service Agreement is the most inexpensive way to keep your Product up to date.
Even in the case that during the validity period of one Agreement no upgrade is available, the cost for continuous Agreements will be more inexpensive than purchasing one or several separate upgrades.
Services provided under this Agreement.
The Agreement includes the following components/services:
1. A customer with a valid Agreement receives an individual password protected account on the Volume Graphics web server. The customer will be able to access his account through our website:
http://www.volumegraphics.com/website/login.html
2. Free upgrades are included in the Agreement. All upgrades-minor as well as major release upgrades-that might be available within the validity period of the Agreement are included free of any additional charge via download from the customer's web-account. The Agreement is the most inexpensive way to keep a Product up to date. Even in case that no upgrade is available within one year, the regular upgrade fee is always more expensive than the sum of the cost of all service agreements paid by a customer during the development period of a new release.
3. The Agreement offers short term bug-fix support for the Product. A bug reported by a user with a valid Agreement will be processed with high priority. As soon as a bug-fix is available, all customers with a valid Agreement will be able to download it from the web-account on our web-server. Most up-to-date Product versions and/or bug-fixes for bugs reported by the customer or by any other user will be available on the customer's web-account at any time.
4. Through the web-account a customer will be able to download so-called "snapshots". Snapshots are early development versions of upcoming Product releases. A snapshot version has already been tested but is still undergoing development and QA and does not yet include the updated documentation. By downloading this version, the customer agreesthat it is provided as-is, without warranty. Volume Graphics does not assume any liability for data loss or damage that may occur from using snapshots. We recommend that you back up all important data before using any snapshot software. The snapshot version is only available in English.
The idea behind providing the customer snapshot software is to increase the communication and the exchange of information between the customer and the Volume Graphics software development team. Feedback regarding snapshot versions is highly appreciated. By supplying us with any comments and feedback the customer has the chance to influence the development of the next generation of the Product in an early stage so that future releases fit his needs even better.
5. Volume Graphics sets a high value on supporting all our customers to a great extend. However, support requests from customers with a valid Agreement will be processed with highest priority.
Availability of upgrade/service agreements
An upgrade/service Agreement is available for the latest Product release only. With the availability of a new Product release, Agreements can be contracted only for this new release. A customer with a valid Agreement can upgrade the existing installation of the Product free of charge. Without a valid Agreement, a customer owning a previous Product release would have to purchase a regular upgrade to the latest Product release before being eligible to contract an Agreement.
Any update/service Agreement concluded shall always be valid from the day of purchase of the license. Any update/service Agreement concluded at a later date will have to be concluded retrospectively, beginning at the date of the license purchase or, if a new Product release has since been made available, on the date that this new Product release was published.
Period of validity and extension of an existing Agreement
An Agreement is valid for one year as long as no other period of validity was agreed between the customer and Volume Graphics. An Agreement does not extend its period of validity automatically. It therefore has to be extended in an active manner. Differing individual agreements have to be concluded between the customer and Volume Graphics. An Agreement can be extended continuously if the customer acquires the extension at latest 30 days after his previous agreement has expired. All services mentioned above will be provided under the new agreement without interruption. In case of an extension of a service agreement the new service agreement will continue starting at the date after the previous agreement has expired, e.g. if the previous agreement was valid until 31.12.2005 the extended service agreement will start at 1.1.2006, being valid until 31.12.2006.
If the Agreement is not extended within the above mentioned period of time, the customer will lose all the services from the moment his previous agreement expired. In case that a new Product release has become available after the Agreement has expired the customer would have to purchase a regular upgrade to the latest Product release before being eligible to contract an Agreement.
If a new Agreement is contracted, e.g. for the first time, the period of validity will start at the date the customer's individual password protected account on the Volume Graphics web server is activated.
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SOFTWARE TRAINING
In addition to our standard terms and conditions, the following regulations apply for Software Training:
In case of cancellation of courses by the participant the following fees are refundable:
- notification more than 4 weeks in advance of the scheduled date: 100% refund of the training fee.
- notification 2-4 weeks: 50% of the training fee.
- notification less than 2 weeks: no refund.
In case of rescheduling of a course by the participant, Volume Graphics attempts
to set up a new training date for all participants. If this fails and the currently
scheduled course is reduced to less than 4 participants, the same charges apply
as for cancellation of courses (see above).
In case of training on customer premises, Volume Graphics attempts to reduce
travel and accommodation costs to keep the overall cost as low as possible. This
might require early booking of tickets and/or hotel rooms. In addition to the
charges noted above, the customer has to compensate any third party
cancellation costs that might arise due to a cancellation or rescheduling of courses.
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