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Instamats

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Reinbach
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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0% found this document useful (0 votes)
29 views5 pages

Instamats

Uploaded by

Reinbach
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 5

INSTAMAT SOFTWARE LICENSE AGREEMENT

The InstaMAT Software License Agreement (“Agreement”) contains the terms and conditions that govern your
access and use of the Licensed Software (as defined below) and is an agreement between InstaMaterial GmbH,
Breitscheidstrasse 65, 70176 Stuttgart, Germany (“LICENSOR”) and you or the entity you represent
(“LICENSEE”). You hereby acknowledge that you have read this Agreement, you understand it, and you or the
entity you represent agree to be legally bound to it. If you do not accept the terms and conditions of this
Agreement, do not submit your purchase order.

This Agreement takes effect (“Effective Date”) when a.) LICENSEE submits to LICENSOR a purchase order
with the intent to license the Licensed Software through an online shop operated by LICENSOR or any of its
affiliates (“Purchase Order”), and b.) LICENSOR confirms by E-mail to LICENSEE that the Purchase Order
has been accepted (“Order Confirmation”), and c.) the Purchase Order has been paid in full by LICENSEE.
LICENSEE represents to LICENSOR that LICENSEE is lawfully able to enter into contracts. If LICENSEE is
entering into this Agreement for an entity, LICENSEE represents to LICENSOR that LICENSEE has legal
authority to bind that entity to it. LICENSEE enters into this Agreement as a business-to-business transaction.

NOW, THEREFORE, for in consideration of the foregoing, the parties freely and voluntarily enter into this
Agreement under the following terms and conditions:

1. DEFINITIONS

1.1 “Licensed Software” means the software developed or distributed by LICENSOR identified in the Order
Confirmation, including the binary form, human readable form or any other form as well as additional
documentation and files bundled with the distribution of the software.

1.2 “Pioneer License” means Licensed Software that is identified as “Pioneer License” or “InstaMAT
Pioneer License” in the Order Confirmation.

1.3 “Game License” means Licensed Software that is identified as “Game License” or “InstaMAT Game
License” in the Order Confirmation. The Game License may also be identified by the inclusion of a size
quantifier such as “Small”, “Medium” or “Large”.

2. GRANT

2.1 Subject to the terms and conditions of the Agreement, LICENSOR grants to LICENSEE a non-exclusive,
non-transferable license to use the Licensed Software for the purpose of

a) generating, modifying, optimizing or otherwise processing data,


b) the data generated, modified, optimized or otherwise processed by the Licensed Software may be
assigned, sold, transferred or licensed by LICENSEE to any third-party.

LICENSEE may use the Licensed Software in executable format for its own use. LICENSEE may not, however,
transfer or sublicense the Licensed Software to any third party, in whole or in part, in any form, whether
modified or unmodified. For the avoidance of doubt, the Licensed Software is licensed to LICENSEE not sold.
The Agreement only grants to LICENSEE certain rights to use the Licensed Software.
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2.2 The Licensed Software is licensable as either “node-locked” or “semi-floating”. LICENSEE shall
include the activation type and the number of seats on the Purchase Order and LICENSOR shall confirm it in
the Order Confirmation. LICENSEE may install and use the Licensed Software on computers owned or
operated by LICENSEE. The Licensed Software can be installed and used simultaneously on the number of
computers as confirmed in the Order Confirmation. If the Licensed Software is licensed as “node-locked”,
authorized computers cannot be deauthorized by LICENSEE after the initial authorization. If the Licensed
Software is licensed as “semi-floating”, LICENSEE shall be able to manually initiate the deauthorization
process for any authorized computer through the Licensed Software. The deauthorization process may take up
to twenty-four (24) hours to complete for each individual deauthorization request.

2.3 LICENSEE may make copies of the Licensed Software as necessary for use by LICENSEE and for
backup or archive purposes.

2.4 The original and any copies of the Licensed Software, made by LICENSEE, including translations,
compilations, partial copies, derivative works, modifications, and updates, are the property of LICENSOR.

2.5 LICENSEE may not copy, translate, tamper with, reverse engineer, decompile, disassemble, modify,
attempt to derive the source code, or create derivative works of the Licensed Software or any portion thereof
except (i) explicitly permitted by this Agreement; or (ii) to the extent any foregoing restriction is expressly
prohibited by applicable law.

2.6 This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred
by LICENSEE without the prior written consent of LICENSOR.

2.7 The Licensed Software may not be used to build systems or be integrated into systems that process data
in an unattended or automated or remote manner. Any data processing by the Licensed Software must be
initiated manually by the user directly from the computer that executes the Licensed Software for data
processing.

2.8 The Licensed Software may not be deployed, installed or used in a software implementation of a
computer (“Virtual Machine”), a virtualized environment, or any software that would result in a virtualization
of the Licensed Software.

2.9 LICENSEE shall have no obligation to give LICENSOR any suggestions, comments or other feedback
(“Feedback”) relating to the Licensed Software. However, LICENSOR may use and include any Feedback that
it receives from LICENSEE to improve the Licensed Software or other LICENSOR products, software and
technologies. Accordingly, for any Feedback LICENSEE provides to LICENSOR, LICENSEE grants
LICENSOR and its affiliates and subsidiaries a worldwide, non-exclusive, irrevocable, royalty-free, fully paid
up, perpetual license to, directly or indirectly, use, reproduce, license, sublicense, distribute, make, have made,
sell and otherwise commercialize the Feedback.

2.10 The Licensed Software may connect to computer systems and services over the Internet. LICENSEE
consents to the transmission of user-specific and device-specific information, to perform services such as, but
not limited to, a.) displaying up-to-date information, or b.) verifying the license grant, or c.) provisioning the
device to use the Licensed Software. Additional information on data-processing is available in the privacy
policy that can be requested on LICENSOR's website.

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2.11 If the Licensed Software is a Pioneer License, LICENSEE may not use the Licensed Software if
LICENSEE’s annual earnings or total funding exceeds US$100,000 (one-hundred-thousand US dollar).
LICENSEE’s annual earnings are defined by LICENSEE’s earnings before interest, taxes, depreciation, and
amortization (“EBITDA”).

2.12 LICENSEE may not use more than 3 (three) Pioneer License at the same time either a.) directly through
its employees or officers or, b.) indirectly through subcontractors or its affiliates. To clarify, if LICENSEE
exceeds the total funding as specified in Section 2.11 then no Pioneer License may be used by LICENSEE
either directly or indirectly.

2.13 If the Licensed Software is a Game License, LICENSEE may only use the Licensed Software for a
single software developed or published by LICENSEE (“Licensee’s Software”).

3. DELIVERY OF ASSETS

3.1 The Licensed Software shall only be made available digitally to LICENSEE. LICENSEE shall be
granted access to computer networks operated by LICENSOR or its affiliates that shall provide LICENSEE
with an on-demand digital copy of the Licensed Software.

4. LICENSE FEES

4.1 As consideration for the license granted by LICENSOR to LICENSEE hereunder, LICENSEE shall
have paid the license fee as quoted by LICENSOR and accepted by LICENSEE when submitting the Purchase
Order. Such license fee payments shall be due and payable immediately upon submitting the Purchase Order
and before execution of this Agreement.

4.2 If LICENSEE is not a private individual, LICENSEE shall grant LICENSOR a non-exclusive license to
use and display LICENSEE’s name, logo and similar indicia ("Licensee Marks") on LICENSOR's websites and
LICENSOR's marketing collateral identifying LICENSEE as a customer of LICENSOR.

4.3 If the Licensed Software is a Pioneer License, LICENSEE shall display LICENSOR’s name and logo in
all software developed or published by LICENSEE (“Licensee’s Software”) that uses content processed by the
Licensed Software. LICENSOR’s logo shall be displayed in Licensee’s Software a.) in the splash screen where
middleware is typically presented, or b.) in the main menu of Licensee’s Software. If other brand or company
logos are displayed on such a screen, LICENSOR’s name or logo may not be smaller than other logos. Any
publicly available content produced with the Licensed Software by LICENSEE that is not embedded in
Licensee’s Software must contain LICENSOR’s name and a link to LICENSOR’s website in the content’s
description.

4.4 If the Licensed Software is a Game License and a “Logo Waiver” option is not registered on the Order
Confirmation, LICENSEE shall display LICENSOR’s name and logo in all software developed or published by
LICENSEE (“Licensee’s Software”) that uses content processed by the Licensed Software. LICENSOR’s logo
shall be displayed in Licensee’s Software a.) in the splash screen where middleware is typically presented, or b.)
in the main menu of Licensee’s Software. If other brand or company logos are displayed on such a screen,
LICENSOR’s name or logo may not be smaller than other logos.

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5. REPRESENTATIONS AND WARRANTIES

5.1 LICENSOR represents and warrants that (i) it has the full right and power to grant the license set forth
in Section 2; and (ii) it is not under, and will not assume, any contractual obligation that prevents it from
performing its obligations hereunder or conflicts with the license granted in Section 2.

5.2 Due to the specific nature of the Licensed Software LICENSOR licenses and LICENSEE accepts, the
Licensed Software "AS IS", “WITH ALL FAULTS” and “AS AVAILABLE”. LICENSOR PROVIDES NO
WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED SOFTWARE, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE
RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED SOFTWARE IS WITH
LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
LICENSED PROGRAMS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF
THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

5.3 LICENSOR’S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT


FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID
HEREUNDER BY LICENSEE TO LICENSOR. IN NO EVENT SHALL LICENSOR BE LIABLE FOR
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE,
LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY
OF LIABILITY.

6. TERMS & TERMINATIONS

6.1 This Agreement shall be from the Effective Date until the expiration date noted in the Order
Confirmation sent by LICENSOR to LICENSEE, unless earlier terminated under the provisions of Section 6.2.

6.2 LICENSOR may terminate this Agreement if LICENSEE is in default of any of the terms and conditions
of this Agreement and fails to correct such default within ten (10) days after written notice thereof from
LICENSOR.

6.3 In the event of termination, LICENSEE shall immediately discontinue use of the Licensed Software.

6.4 In the event of termination prior to the date listed in Section 6.1 LICENSEE shall immediately destroy
the original and all copies, in whole or in part and in any form, of data generated, modified, optimized or
otherwise processed by the Licensed Software.

6.5 Upon written notification of a breach of this Agreement by the other Party hereto, the breaching Party
shall have right to cure, at its own expense, the breach within ten (10) days of receiving such notification. No
action shall be taken by the non-breaching Party within these ten (10) days to allow time for the breaching Party
to cure or resolve the alleged breach.

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7. AGREEMENT

7.1 This Agreement sets forth the entire understanding between the parties hereto with respect to the subject
matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or
implied, concerning such matters.

7.2 If any provision of this Agreement is held to be unenforceable, then this Agreement shall be deemed
amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement,
valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the
remaining provisions, which shall be enforced as if the offending provision had not been included in this
Agreement.

7.3 The provisions set forth in Sections 2.4, 2.5, 2.9 and 4.2 and any remedies for the breach thereof, shall
survive the termination of this Agreement under the terms hereof for a period of three (3) years beyond the
termination or expiration of this Agreement.

7.4 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective representatives, successors and assigns except as otherwise provided herein.

7.5 This Agreement shall be construed, and the legal relations between the parties hereto shall be
determined, in accordance with the law of Baden-Württemberg, Germany as such law applies to contracts
signed and fully performed in such State.

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