Licensing information

Extended license

Computer games and virtual worlds

still imagesanimationsvideo productionbroadcastingprintmoviesadvertisinggame introsillustrationspresentationscomputer gamesvirtual worldssimulationmobile appsdesktop appsweb appse-booksAI (artificial intelligence) training

1. Notice to user

This is a legal agreement between you (hereinafter referred to as "the Licensee") and AXYZ design. If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer may continue to operate under this agreement.
Upon opening an AXYZ design product, or receiving by any means (electronic or otherwise), you agree to accept and be bound by the terms and conditions of this agreement. Once the delivery has been received, there can be no refund. Products that were damaged or incompletely downloaded can be replaced for no fee.

2. Copyright

All computer software ("Software"), digital images ("Images"), 3D models (“Models”), printed materials (where applicable) and other files and materials received electronically or physically delivered (collectively the "Stock Media") is/are copyrighted. All rights to this Stock Media are owned and reserved by AXYZ design except to the extent that the right to use such material is specifically granted by this license. These rights are protected by Italian copyright laws, international treaty provisions, and other applicable laws.

3. Permitted uses

By accepting this Agreement, AXYZ design grants the Licensee the following rights and uses:

3.1. A non-exclusive, non-transferable, royalty-free license to use the Stock Media for the creation of Images: Rendering still images and animations for commercial and non-commercial purposes, e.g. for video production, broadcasting, print, movies, advertising, game intros, illustrations, presentations.
3.2. It is permitted to publish or distribute the Images created with the Stock Media through another stock media clearinghouse infrastructure, for example as part of an online marketplace for photography, clip art, or design templates.
3.3. Subject to the following restrictions, you may include Stock Media Products in Creations of Computer Games, virtual worlds, simulation and training environments; mobile, desktop and web applications; and interactive electronic publications of literature such as e-books and electronic textbooks.
3.4. The use of the Stock Media at 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 Stock Media is to be used.
3.5. A third party under the contract of the Licensee may make temporary copies of the Stock Media for the sole purpose of outputting a job (including network rendering and printing) provided by the Licensee. The Stock Media 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.
3.6. Licensee may permit subcontractors (e.g., printers or mailing houses) or distributors to use the content in any production or distribution process inherent in Licensee's project or end use. Such subcontractors and distributors may not use the content for any other purpose.
3.7. The creation of one copy of the Stock Media for backup or archival purposes.
3.8. Resell or freely distribute AI training data sets derived either from the Stock Media or as pack of images or renders created using Stock Media products themselves.

4. Restrictions

The specified restrictions include, but are not limited to the following:

4.1. You may not sell, rent, loan, sublicense or otherwise transfer to anyone the Stock Media, or right to use the Stock Media (except insofar as stated above), and nothing you produce shall grant or purport to grant to any third party a right to use or duplicate the Stock Media.
4.2. Use of the Stock Media or any part thereof, as a trademark, service mark or business logo is not permitted.
4.3. Pornographic, defamatory or libelous use or use that is otherwise unlawful is prohibited. If the Stock Media featuring a person is used in a manner that implies endorsement, use of, or a connection to a product or service by that model, or a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.
4.4. No Stock Media may be used, or in any derivative work may be used, where value is the Stock Media itself.
4.5. You may not use the Stock Media in a way that competes with AXYZ design Site or Stock Media products themselves.
4.6. You may not misrepresent yourself as the creator of Stock Media products.
4.7. No Stock Media may be sublicensed, resold or be redistributed in their original form or a form created solely to facilitate redistribution. For example only, and in no way limiting the foregoing, you may not place the Stock Media on an electronic bulletin board, within your software, web site or a form of on-line service.
4.8. No Stock Media may be redistributed or resold, or modified versions of the Stock Media including, but not restricted to, portions of the Stock Media, as another graphics library or as another type of product which is similar to, or competes with, the Stock Media products.
4.9. You must take all reasonable and industry-standard measures to prevent other parties from gaining access to Stock Media products. Stock Media products must be contained in proprietary formats so that they cannot be opened or imported in a publicly available software application or framework, or extracted without reverse engineering. You may NOT publish or distribute Stock Media Products in an open format, or format encrypted with decryptable open standards (such as WebGL or an encrypted compression archive).
4.10. You may NOT include Stock Media products in Creations that have the general functionality for importing and/or exporting Stock Media Products. An example of such a prohibited use is to include Stock Media products as a starter library within a Creation that allows users to generally work with 3D models, even if the Stock Media Product itself is somehow protected and is not capable of being exported. Instead, the users of such a software application may purchase Stock Media products directly from AXYZ design Online Store.
4.11. You may NOT import, upload, reproduce, make available, publish, transmit, distribute, or sublicense Stock Media products in Creations of virtual goods or worlds for any 3D community (“Virtual World”), unless you or your Client owns the Virtual World platform and it complies with the foregoing restrictions.

All other rights with respect to AXYZ design Stock Media not granted in this END USER LICENSE AGREEMENT are reserved to AXYZ design, who are the sole and exclusive copyright holders and no others.

5. Disclaimer

This software is provided “as is” and AXYZ design 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 AXYZ design 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 AXYZ design be liable for a sum exceeding the purchase price of the software license. AXYZ design disclaims any and all warranties and representations of any kind regarding the subject matter of this agreement.

6. Warraties

You covenant, represent, and warrant to AXYZ design that:
6.1. You have the 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.
6.2. You will not use Stock Media products except pursuant to the terms of this agreement. Should you use Stock Media products in an unauthorized way, you agree to any reasonable fee or penalty exercised by AXYZ design under this agreement or applicable law.
6.3. 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 Stock Media Products, and shall not use Stock Media Products to infringe any party’s Intellectual Property rights.
6.4. You will immediately notify AXYZ design of any Intellectual Property claim against your use of Stock Media Products or any other rights issue, before disclosing such issue to any third-party.

7. Links to Third-Party sites

AXYZ design PROVIDES LINKS TO THIRD-PARTY SITES AS A CONVENIENCE TO YOU. AXYZ design DOES NOT CONTROL THIRD PARTY SITES OR LINKS TO THIRD PARTY SITES. aXYZ design IS NOT RESPONSIBLE FOR THE STOCK MEDIA OF ANY LINKED SITES. LINKS TO THIRD-PARTY SITES ARE NOT ENDORSEMENTS BY AXYZ design OF SUCH SITES.
We hereby declare that we don't have any influence on the layout or the Stock Media of pages our links refer to. We, therefore, dissociate from and don't take any responsibility or liability for any Stock Media of the linked pages and files. This declaration is valid for all links placed on our web pages and is not limited to the specific Links Area. Please contact us in case you discover any illegal Stock Media in one of the pages our links refer to or if the page is permanently inaccessible, so we can remove the corresponding link. Thank you!

8. Other legal information

This agreement constitutes the entire agreement between you and AXYZ design. You agree that any material breach of these Terms will result in irreparable harm to AXYZ design for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, AXYZ design 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 AXYZ design seeks such an injunction.

This agreement is governed by and construed in accordance with Italian laws. Any disputes that arise regarding the existence, interpretation, and enforcement of the contract will be deferred to Italian judicial authorities, and in particular exclusively to the Court of Verona. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings).

9. Trademarks

MetroPoly®, The g(O)ng Sounds® and anima® are registered trademarks of AXYZ design. All product names are either trademarks or registered trademarks of AXYZ design, or its affiliates or licensors. All rights reserved. All trademarks appearing on the service are trademarks of their respective owners.

Distribution license

Market and distribute the Stock Media products

marketdistributereproducemake availablepublishtransmitsublicense

A Distribution License will be appropriate if you wish to obtain the rights to market and distribute the Stock Media products. To obtain a Distribution License please send us an e-mail (sales@axyz-design.com) which includes the following information:

(a) The name and address of your Company.
(b) Contact e-mail address.
(c) The name (working title or otherwise) and a brief description of your product.
(d) List all the AXYZ design Stock Media products which will be utilized to develop, or will be included in your product.

Once we have received the above details, we will invoice and confirm prices and payment method.
Payment can be made by cheque, direct wire or credit card.

The use of AXYZ design Stock Media 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.

Subscription License

anima® ALL | END-USER LICENSE AGREEMENT (EULA)

IMPORTANT-READ CAREFULLY

BEFORE USING THE SOFTWARE, PLEASE READ ALL CLAUSES OF THIS SOFTWARE END-USER LICENSE EULA ("EULA") CAREFULLY. SUBJECT TO ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS EULA, AXYZ DESIGN ("AXYZ DESIGN") HEREBY GRANT TO YOU THE RIGHT AND LICENSE TO USE THE SOFTWARE. THIS EULA CONSTITUTES A VALID AND BINDING EULA BETWEEN YOU (either an individual or a single entity, collectively “You”) AND AXYZ DESIGN S.R.L (hereinafter “AXYZ”), an Italian corporation, with registered offices at Via Monte Suello 15, Melegnano 20077 MI, Italy.

BY CLICKING ELECTRICALLY ON THE ACCEPT BUTTON, THE YES BUTTON OR SIMILAR BUTTON, OR BY DOWNLOADING, INSTALLING, UPLOADING, ACCESSING, RUNNING, OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE Software, YOU AGREE TO BE LEGALLY BOUND BY THIS EULA. IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT BY THE TERMS OF THIS EULA: (A) DO NOT DOWNLOAD, INSTALL, UPLOAD, ACCESS, OR OTHERWISE COPY OR USE THE SOFTWARE; (B) SELECT THE DECLINE BUTTON, THE NO BUTTON OR SIMILAR BUTTON WHICH WILL CANCEL THE LOADING OF THE SOFTWARE.

SOFTWARE OBTAINED FROM THIRD PARTIES THAT HAVE NOT BEEN AUTHORIZED OR ALLOWED BY AXYZ DESIGN, DIRECTLY OR INDIRECTLY, TO SUPPLY SOFTWARE IS LIKELY TO HAVE BEEN MADE AVAILABLE IN VIOLATION OF AXYZ DESIGN’S RIGHTS. IN SUCH AN EVENT, AXYZ DESIGN IS NOT OBLIGATED TO ISSUE AN ACTIVATION CODE OR OTHERWISE PERMIT YOU TO INSTALL OR USE THE SOFTWARE.

1. DEFINITIONS

1.1. “anima® ALL" means the AXYZ Software product provided to You along with this EULA, which includes computer software, and may include, plugins, printed materials, "online" or electronic documentation, and copy protection technology, collectively  “anima® ALL or anima® ALL Software”.

1.2. "Authorized Users" means (a) Your employees and contractors (permanent or temporary) at Site, and (b) if You are an educational institution, Your currently enrolled students, faculty members, and administrators at Site.

1.3. “Device(s)” means a computer (PCs) or workstation, either owned or leased by You, to which the license is granted, however, does not include computers and workstations used as network servers or rendering nodes.

1.4. "Seat(s)" means one Device(s) making effective use of the anima® ALL Software.

1.5. “Site(s)“ means single street addresses, buildings, or other single geographic locations at which You conduct Your daily operations.

1.6. “Subscription period” is a period of one year from the activation of an anima® ALL license.

1.7. "Updates and Upgrades" means any new version of anima® which includes new features and improvements and is free of charge during the “Subscription period”.

1.8. “anima® Projects" means a three-dimensional digital simulation scene which is created by You utilizing anima® ALL either in conjunction with metropoly® Model Library (ready-posed, rigged, Ambient, 4D digital human assets) our third-party 3d characters, which is readable only by the anima® ALL Software through the use of its plugin in different third-party applications such as 3DS Max®, Cinema 4D®, Unreal Engine®, Maya®.

1.9. “Static Render(s)” means a 2D Image created from an “anima® Project”, and which is created by You utilizing anima® ALL in conjunction with metropoly® Model Library (ready-posed, rigged, Ambient, 4D digital human assets) our third-party 3d characters.

1.10. “Real-Time Application(s)” means a 3D simulated experience created in a third-party Software (for example Unreal Engine® or Unity3D®) where anima is used, in conjunction with metropoly® Model Library, to import a three-dimensional digital simulation previously created  (anima® projects).

1.11. “Complete metropoly® Model Library - STANDARD LICENSE” means a limited library consisting of a limited number of 3D Models (ready-posed, rigged, Ambient, 4D digital human assets) which AXYZ makes available to You with anima® ALL, for use under the terms of this EULA and the metropoly® Model Library Standard License EULA. To the extent to extend the scope of the metropoly® Model Library you must purchase an EXTENDED LICENSE.

The metropoly® Model Library Standard License EULA is available in:
https://secure.axyz-design.com/en/licensing-info

“metropoly® Model Library - STANDARD LICENSE” is not for use in interactive or real-time commercial productions such as a video game, AI, training application, or interactive simulation. Such uses shall require an EXTENDED LICENSE.

1.13. “Custom - Model Library(ies)” means 3D models used in conjunction with  anima® ALL, which are provided by You or by a third party.

2. GRANT OF LICENSE

Limited License Granted: Subject to the terms and conditions contained in this EULA, AXYZ hereby grants to You during the subscription period, a non-exclusive, non-transferable, and non-sublicensable license to use anima® ALL Software features, that makes available that You to: 

2.1. to install the latest available version of the anima® Pro Software (WorkStation) according to the provisions on Section 2.3 below; 

2.2. to register your devices either using your AXYZ’s account or a temporary device registration code generated through AXYZ. Website.

2.3. to activate anima® ALL software in one of the previously registered devices.

2.4. to use anima® ALL as permitted in this EULA. The use of anima® ALL expressly includes the 3ds Max®, Cinema 4D®, Maya®, and Unreal Engine 4® Plugins;  

2.5. to use the “Complete metropoly® Model Library - STANDARD LICENSE” ( Rigged, Ready-Posed, Ambient, and 4D Digital Humans) in conjunction with anima® ALL Software for internal business purposes of the development of anima® Projects, Static Renders and Real-Time Applications. Each model includes 5 color variations, for a total of 8000 costume combinations;

2.6. to access to the limited support, as described in Section 5 below; 

2.7. to use Custom - Model Library(ies) in conjunction with anima® ALL Software for the internal business purposes of the development of anima® Projects, Static Renders, and Real-Time Applications.

2.8. The rights that AXYZ grants you under the License are subject to terms and restrictions specified in this EULA, including full payment of all amounts due under Section 3 below, and you may only make use of the License if you comply with all applicable terms.

You acknowledge that AXYZ provides the anima® ALL Software and the metropoly® Model Library - STANDARD LICENSE only for your personal or business-related use on a PC. This license does not authorize the use of anima® All through Render Nodes. In case you are interested in using anima® All through Render Nodes, please contact AXYZ.

3. RESTRICTIONS ON USE

You agree:

3.1. Not to sale: You acknowledge and agree that anima® ALL Software and the metropoly® Model Library  STANDARD LICENSE have been licensed to You pursuant to the terms and conditions of this EULA; and that such copies of the anima® All Software and the Model Library STANDARD LICENSE have not been sold to You. 

3.2. Not to copy, transfer, loan, assign, rent, resell, distribute or use the anima® ALL Software, other than expressly authorized in this EULA.

3.3. Not to use the anima® ALL Software in any manner that violates the law. 

3.4. Not to remove any copyright notice, trademark notice, and/or other proprietary legend or indication of confidentiality set forth on or contained in the anima® ALL Software.

3.5. Not to distribute any portion of the anima® ALL Software or any part thereof, either as a stand-alone product or as a part of a model library.

3.6. Refrain from using the anima® ALL Software other than expressly authorized in this EULA. Further, you may not distribute, sublicense, sell, assign, pledge, transfer, or otherwise provide the anima® ALL Software. 

3.7. Not to embed or incorporate any portion of the anima® ALL Software, into any licensed commercial production or licensed non-commercial production or any other production, product, or Software. 

3.8. To use the “metropoly® Model Library - STANDARD LICENSE” according to the metropoly® Model Library - STANDARD LICENSE EULA. You Shall refrain from using the Assets included in the metropoly® Model Library - STANDARD LICENSE for any purpose other than expressly authorized in its  EULA.

3.9. To comply with the downloading limitations of the 3D Models (ready-posed, rigged, Ambient, 4D digital human assets) included in the “metropoly® Model Library - STANDARD LICENSE” set forth on clause 4 below.

3.10. Do not reverse engineer: You may not, under any circumstances, reverse engineer, decompile, disassemble, hack, port, or otherwise attempt to discover the source code to the anima® ALL Software and/or “metropoly® Model Library - STANDARD LICENSE”.

3.11. You shall not intentionally (a) interfere with other customers’ access to, or use of, the anima® All Software and/or “metropoly® Model Library - STANDARD LICENSE”, or with its security; (b) facilitate the attack or disruption of the anima® All Software and/or “metropoly® Model Library - STANDARD LICENSE”, including a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots); (c) cause an unusual spike or increase in Your use of the anima® All Software and/or “metropoly® Model Library - STANDARD LICENSE” that negatively impacts the Cloud Service’s operation; or (d) submit any information that is not contemplated in the applicable Documentation.

4. SEAT LIMITATION

Every single License allows You to register up to three (3) Devices, and operate the anima® ALL Software on one (1) Device at a time (Seat) You may not have more than one individual use in a particular Seat at any given time (for example, may not have multiple users sharing a network). You will always have the possibility to contract new seats to meet your needs.

For special needs please contact us at: https://secure.axyz-design.com/en/contact-us

Any Device registration or anima® ALL Software operation by You shall comply with the relevant Software Order. In the event of an inconsistency between this EULA and such Software Order, such Software Order shall prevail with respect to the Seats described therein.

You will ensure that anyone who access to the anima® ALL Software from You, or otherwise uses the anima® ALL Software under the License(s) granted to you under this Agreement complies with all the limitations set in this EUA. Without limiting the foregoing, you will be responsible for each User’s compliance with the terms of this EULA.

To prevent abuse and to guarantee the proper functioning of the service, AXYZ reserves the right to establish a maximum number of daily downloads per License of the 3D Models (ready-posed, rigged, Ambient, 4D digital human assets) included in the “Metropoly Model Library - STANDARD LICENSE”. In case the user reaches the maximum number of downloads, the account will be temporarily blocked until the legitimacy of the use is analyzed by AXYZ. If the user exceeds three times the maximum number of daily downloads the account will be deactivated.

The account can be reactivated by contacting AXYZ support at: https://secure.axyz-design.com/en/contact-us

To extend the downloading conditions, please contact AXYZ support at: https://secure.axyz-design.com/en/contact-us

5. LICENSE FEES/NO REFUND

5.1.Your License will be subject to payment of applicable License Fees unless your anima® Software Order states otherwise. You agree to pay all License Fees in the anima® Software Order according to the currency and payment schedule specified in the Software Order. AXYZ may accept any payment in any amount without prejudice to AXYZ’s right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement by you or acceptance by AXYZ will be construed as an accord or satisfaction.

5.2. You are responsible for all taxes, expressly including all taxes on all payments required to be made to AXYZ (other than taxes AXYZ is required to make on its income, which is AXYZ’s responsibility). 

5.3. If a government agency requires you to reduce your payment to AXYZ for any reason, you are required to provide sufficient documentation to AXYZ supporting the withholding.

5.4. Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.

6. USER REGISTRATION/AUTHENTICATION/COLLECTION OF INFORMATION

6.1. You shall register as an Authorized User of the Software with AXYZ. 
The registration shall be solely made “online" through the official AXYZ website: https://secure.axyz-design.com/en/intranet/login

AXYZ will provide you with the subscription codes necessary to access the Devices referred to in the preceding section 2. You may not share or allow others to use your Account. You are responsible for the security of your Account. You must maintain control of all devices with access to anima® ALL Software and not disclose to anyone either the serial number or the subscription codes provided by AXYZ. You are responsible for updating and maintaining the accuracy of the information You provide to AXYZ about your account. AXYZ may terminate or block your account to protect You, AXYZ, or AXYX´s associates from identity theft or any other fraudulent activity or use not permitted by this EULA.

6.2. You grant permission for AXYZ to collect and use certain information. You expressly grant permission for AXYZ to collect and use the information described in section 9 below.  You also expressly grant permission for AXYZ to collect and use the information described in the AXYZ Privacy Policy and in the AXYZ Cookies Policy. 

6.3. You acknowledge that you have reviewed the AXYZ Privacy Policy, which describes AXYZ's practices concerning the collection, use, and disclosure of information in connection with your use of the anima® ALL Software or the metropoly® Model Library STANDARD LICENSE. 

A copy of the Privacy Policy is available on:
https://secure.axyz-design.com/en/general-information

6.4. You acknowledge that you have reviewed the AXYZ Cookies Policy. 

A copy of the Privacy Policy is available on:
https://secure.axyz-design.com/en/general-information

6.5. AXYZ reserves the right to change the provisions of its Privacy and Cookie Policy from time to time. AXYZ will post any changes to those Policies in the aforementioned URLs.

6.6. Your use of the anima® ALL Software or the metropoly® Model Library STANDARD LICENSE, following the posting of such changes to the Privacy  and/or Cookie Policy will constitute your acceptance of any such changes.

7. LIMITED SUPPORT

7.1. For the duration of the license, AXYZ:

* Will use commercially reasonable efforts to correct any failures of the anima® ALL Software to operate in accordance with the documentation, providing you with limited support.
* Will provide You with periodic maintenance and Updates that occur within such a one-year period.
* Will provide You annual Upgrades occurring within such a one-year period.
* Will provide You access to new characters, color variations, and costume combinations added to metropoly®'s online catalog (STANDARD LICENSE)

7.2. The means of delivery of the aforementioned Upgrades, Updates, and new characters, color variations and costume combinations shall be at AXYZ’s sole discretion, but may be accomplished through an automated mechanism via the Internet. Updates may, at AXYZ’s sole discretion, require the acceptance of a new or updated EULA or other Agreement in order for the Update to be installed and/or be operational. Otherwise, any Updates will be subject to the terms of this EULA. Nothing in this EULA will be construed to warrant or imply that AXYZ shall produce any Upgrades, Updates, new characters, color variations or costume combinations for the anima® All Software, nor does AXYZ have any obligation to continue to make available for access or download any or all versions of the anima® All Software.

7.3. You shall promptly report to AXYZ any defects You find in the Software Product or the Model Library to aid AXYZ in creating improved revisions of such items.

8. LICENSE PERIOD AND TERMINATION

8.1. Except this License is otherwise terminated under the terms of this EULA, the duration of the anima® All licenses shall be one year from the date of accepting the service. Notwithstanding the foregoing, the annual subscription to anima® ALL may be extended for further periods of one year upon payment of the applicable fees and, if applicable, re-acceptance of the EULA in force at that time. 

8.2. This EULA shall be in force when You click electronically on the ACCEPT button, the YES button, or similar button or by downloading, installing, uploading, running, accessing, or otherwise copying or using all or any portion of the anima® ALL Software, and shall be remain in force until terminated by either AXYZ. or You as set forth herein.

8.3. You may terminate this EULA with immediate effect at any time, with or without cause and without recourse to the courts, providing that You submit a one (1) month prior written notice with AXYZ. AXYZ may terminate this EULA with immediate effect upon your breach of this EULA.

8.4. If You exceed or violate the use limitations of this EULA in any manner, AXYZ shall have the right, among other rights and remedies it may have, to immediately terminate all of Your rights hereunder, including, without limitation, disabling the anima® ALL Software and terminating this EULA.

8.5. Within thirty (30) days after the date of termination of this EULA, You must destroy the anima® All Software, all metropoly® Model Library Assets, and all copies thereof and certify in writing to AXYZ that they have been destroyed.

8.6. Sections 8, 9, 11, and 12 will survive termination of this Agreement.

9. CONFIDENTIAL AND PROPRIETARY INFORMATION

Without the prior written consent of AXYZ, 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 anima® All Software or the metropoly® Model Library STANDARD LICENSE any portion thereof) to any third party (other than AXYZ’s agents at AXYZ’s direction) or the public relating to any matter arising hereunder or to the affairs of AXYZ coming within Your knowledge by reason of this EULA (collectively, the “Confidential and Proprietary Information”). All Confidential and Proprietary Information is and shall remain the sole property of AXYZ. 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 anima® All Software and the metropoly® Model Library STANDARD LICENSE. The terms of this EULA have deemed Confidential and Proprietary Information of AXYZ. Upon AXYZ’s request, or upon the termination or expiration of this EULA, 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. AXYZ 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.

10. AUTOMATIC INTERNET-BASED SERVICES

10.1. You need to be connected to the Internet to use anima® ALL. You are solely responsible for having adequate access to the Internet. You will be responsible for all costs and taxes incurred for internet access.

10.2. As a basic requirement for its operation, anima® All Software will use your IP address, Device(s) ID, the date, and hour of last connection. This data will also be used to check with our servers and verify that you are running the anima® ALL Software according to the terms of this EULA (for example, to check that You have a valid license or to verify that the number of Seats in use is according to the License granted). Any failed license checks or license checks which indicate that the License used is invalid or configured for a different domain/install/seats will result in anima® All Software immediately being disabled. Disabled anima® Software can be reactivated by entering a valid license key or by contacting AXYZ.

10.3. AXYZ may also provide You with updates, upgrades, or services automatically without notice to You, and others may be available to you through AXYZ's website or authorized channels. Services may include the latest Update or download of a new release of anima® All Software containing security patches, new technology, or revised settings and features that may prevent access to unauthorized or pirated content or prevent the use of unauthorized hardware or Software in connection with your anima® All Software. These updates, upgrades, and services may affect the functionality of your anima® All Software, and AXYZ is not responsible to you for any such effects or any harm caused by the installation process. 

11. OWNERSHIP

Except as otherwise expressly provided herein, nothing in this EULA intends to transfer any rights to you or vest any such rights. You are only entitled to the limited use of the anima® All Software, and metropoly® Model Library  STANDARD LICENSE granted to You herein. You acknowledge and agree that any unauthorized use of the anima® ALL Software and/or metropoly® Model Library STANDARD LICENSE is a violation of this EULA as well as a violation of intellectual property laws, including but not limited to copyright laws and trademark laws. You also acknowledge and understand that anima® ALL Software and/or metropoly® Model Library STANDARD LICENSE are protected by copyright laws of the signatory countries to "the Universal Copyright Convention" and/or "the Berne Convention for the Protection of Library and Artistic Works" as well as other intellectual property rights laws and treaties. You acknowledge and agree that any and all intellectual property rights, titles and interests, arising from the anima® ALL Software and/or metropoly® Model Library  STANDARD LICENSE are and shall remain the exclusive property of AXYZ and its suppliers.

12. DISCLAIMER

12.1. THIS anima® ALL SOFTWARE AND metropoly® MODEL LIBRARY ARE PROVIDED “AS IS’’. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXYZ DESIGN DISCLAIMS ALL OTHER WARRANTIES FOR THE anima® SOFTWARE AND/OR metropoly® MODEL LIBRARY, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, SHALL AXYZ DESIGN OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR, INCLUDING, BUT NOT LIMITED TO, ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGE, LOSS OF BUSINESS, LOSS OF REVENUES, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS OR SIMILAR DAMAGES, ARISING OUT OF THE USE, THE MALFUNCTION, THE MISUSE OR INABILITY TO USE, OR INABILITY TO CONNECT WITH THE anima® SOFTWARE AND/OR metropoly® MODEL LIBRARY.  

12.3 WHERE ANY NEGLIGENCE ON THE PART OF AXYZ DESIGN CAN BE PROVEN TO HAVE RESULTED IN THE LOSS OF DATA, LOSS OF EARNING, DAMAGE TO THE BUSINESS, OR ANY OTHER INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, IN NO EVENT, WILL AXYZ DESIGN BE LIABLE FOR A SUM EXCEEDING THE PURCHASE PRICE OF THE anima® ALL SOFTWARE LICENSE. AXYZ DESIGN DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND REGARDING THE SUBJECT MATTER OF THIS EULA.

12.4. YOU CANNOT IN ANY CIRCUMSTANCES RELY ON THIS CLAUSE TO CLAIM THE COMPENSATION PAYMENTS SET OUT ABOVE IN THE EVENT OF NON-AVAILABILITY RESULTING WHOLLY OR IN PART FROM (I) EVENTS OR FACTORS BEYOND THE CONTROL OF AXYZ SUCH AS, BUT NOT LIMITED TO, INSTANCES OF FORCE MAJEURE, ACT OF A THIRD PARTY, MALFUNCTION OR MISUSE OF EQUIPMENT OR SOFTWARE WITHIN YOUR CONTROL, (II) YOUR FAILURE TO YOUR OBLIGATIONS AS SET OUT IN THIS EULA (INCLUDING LACK OF COOPERATION TO RESOLVE ANY INCIDENT), (III) MISUSE OR INAPPROPRIATE USE OF THE SERVICE BY YOU (INCLUDING INCORRECT OR INAPPROPRIATE NETWORK CONFIGURATION), (IV) PLANNED MAINTENANCE, (V) SUSPENSION OCCURRING WITHIN THE TERMS AND CONDITIONS SET OUT IN THIS EULA OR (VI) HACKING OR SOFTWARE PIRACY. IN SUCH CASES, AXYZ RESERVES THE RIGHT TO INVOICE YOU AS DESCRIBED IN CLAUSE 12.3 ABOVE.  

THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS EULA SHALL NOT APPLY TO LIABILITY ARISING FROM (A) YOUR FAILURE TO PAY ALL AMOUNTS DUE; OR (B) YOUR BREACH OF THIS EULA. THESE LIMITATIONS OR EXCLUSIONS OF LIABILITY APPLY WHETHER THE CLAIMS ARE IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT, OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS EULA LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

12.5. THE SOFTWARE IS INTENDED TO ASSIST WITH DESIGN. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. AXYZ DESIGN SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF THE SOFTWARE.

12.6. THE CAUSES OF UNAVAILABILITY, INCLUDING INSTANCES OF THE EXCLUSIONS DEFINED ABOVE, ARE ESTABLISHED BY AXYZ BY WHATEVER MEANS IT SEES FIT, INCLUDING ON THE BASIS OF ELEMENTS OF AXYZ’S INFORMATION SYSTEM (SUCH AS CONNECTION DATA), WHICH, BY EXPRESS AGREEMENT, WILL BE ADMISSIBLE.


13. GENERAL

13.1. This EULA shall be governed by, construed, and interpreted under the laws (without reference to its conflict of laws rules) of Italy. The Convention on Contracts for the International Sale of Goods will not apply. 

13.2. In the event of a dispute, controversy, or claim under or in any manner related to this EULA (a "Dispute"), the Parties agree to  submit the Dispute to the competent court in Verona, Italy, to be finally settled under the procedure laws of Italy in effect at the time of filing the claim.

13.3. You acknowledge and agree that You shall not import, export, or re-export directly or indirectly the anima® All Software to any country in violation of the laws and regulations of any applicable jurisdiction.

13.4. You hereby agree to indemnify, protect, defend and hold AXYZ its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representative from and against any and all claims, losses, and damages, including without limitation, reasonable attorneys’ and experts’ fees and disbursements, (a) which may at any time be asserted against AXYZ by any party for Your failure to perform any of the covenants, agreements, terms, provisions or conditions contained in this EULA, (b) by any party by reason of Your use or misuse of the anima® Software or metropoly® Model Library, or (c) resulting from any failure by You to comply with any term or condition of this EULA.

13.5. You may not, without the prior written consent of AXYZ, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Software in this EULA are not enforceable under the law of your country, then this EULA will be binding on any transferee of the Software. AXYZ may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement without notice to You.

13.6. If any provision or provisions of this EULA is declared invalid, illegal, or ineffective, the validity, legality, and effectiveness of the remaining provisions shall remain in full force and effect. 

13.7. No failure or delay in exercising any right or remedy shall operate as a waiver of any such (or any other) right or remedy. Any modification or waiver to this EULA must be in writing and signed by both parties.

14. TRADEMARKS

anima® and metropoly® are registered trademarks of AXYZ. All product names are either trademarks or registered trademarks of AXYZ, or its affiliates or licensors.

All rights reserved. All product names are either trademarks or registered trademarks of AXYZ, or its affiliates or licensors. All rights reserved. All trademarks appearing on the service are trademarks of their respective owners.