SYNTHETIK INC. STUDIO ARTIST SOFTWARE LICENSE AGREEMENT PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE SYNTHETIK SOFTWARE. BY USING THE SYNTHETIK SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE CLICK “DISAGREE/ DECLINE”.
IMPORTANT NOTE: This software may be used to reproduce materials. It is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. If you are uncertain about your right to copy any material, you should contact your legal advisor.
1. General. The software (including any Synthetik Provided Content), documentation and any fonts accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the “Synthetik Software”) are licensed, not sold, to you by Synthetik Inc. (“Synthetik”) for use only under the terms of this License, and Synthetik reserves all rights not expressly granted to you. The rights granted herein are limited to Synthetik’s and its licensors’ intellectual property rights in the Synthetik Software and do not include any other patents or intellectual property rights. You own the media on which the Synthetik Software is recorded but Synthetik retains ownership of the Synthetik Software itself. The terms of this License will govern any software upgrades provided by Synthetik that replace and/or supplement the original Synthetik Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. Title and intellectual property rights in and to any content displayed by or accessed through the Synthetik Software belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content.
2. Permitted License Uses and Restrictions.
A. This License allows you to install and use two copies of the Synthetik Software, Studio Artist on two computers so long as both computers are owned and used by you.
B. This License does not allow the Synthetik Software to run on more than one computer at a time, and you may not make the Synthetik Software available over a network where it could be used by multiple computers at the same time. You may make one copy of the Synthetik Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. C. You may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Synthetik Software or any part thereof. D. You may use the digital images and video (“Visual Content”)included with the Synthetik Software, on a royalty-free basis, to create your own original titles or other artistic works. You may broadcast and/or distribute your own works that were created using the Visual Content. You may use, reproduce, modify the Visual Content to create your product and distribute your finished product. However, you may not distribute the Visual Content on a standalone basis or repackage the Visual Content in whole or in part as clipart or stock animation.
3. Transfer. You may not rent, lease, lend or sublicense the Synthetik Software. If an Synthetik Software update completely replaces (full install) a previously licensed version of the Synthetik Software, you may not use both versions of the Synthetik Software at the same time nor may you transfer them separately. NFR (Not for Resale) Copies: Notwithstanding other sections of this License, Synthetik Software labeled or otherwise provided to you on a promotional basis may only be used for demonstration, testing and evaluation purposes and may not be resold or transferred. Academic Copies: You must be an Eligible Educational End User to use the Synthetik Software at an academic discount. “Eligible Educational End Users” means students, faculty, staff and administration attending and/or working at an educational institutional facility (i.e., college campus, public or private K-12 schools).
4. Consent to Use of Data. You agree that Synthetik may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Synthetik Software, and to verify compliance with the terms of this License. Synthetik may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.
5. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Synthetik if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Synthetik Software and destroy all copies, full or partial, of the Synthetik Software.
6. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SYNTHETIK SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SYNTHETIK SOFTWARE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SYNTHETIK HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SYNTHETIK SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SYNTHETIK DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SYNTHETIK SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SYNTHETIK SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SYNTHETIK SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SYNTHETIK SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SYNTHETIK OR AN SYNTHETIK AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SYNTHETIK SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SYNTHETIK BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SYNTHETIK SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SYNTHETIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Synthetik’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
8. Government End Users. The Synthetik Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
9. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
10. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Synthetik Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Synthetik. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.
11. Compliance With Laws and Export Rules. You agree that you will not ship, transfer or export the software into any country, or use the software in any manner, in violation of any applicable laws, regulations or treaties, including the United States Export Administration Act. In particular, but without limitation, the software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (such as Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.