3DVIA WEBSTORE END USER LICENSE AGREEMENT
This End User License Agreement is between DASSAULT SYSTEMES AMERICAS CORPORATION, a Delaware corporation with an office c/o Dassault Systèmes SolidWorks Corporation, 175 Wyman St., Waltham, MA (hereinafter the "Company"), and the individual or the legal entity to whom Company has provided the Commercial Content(s) as defined below (hereinafter “You” or “Your”).
By clicking on the “I accept” button [or by downloading, by uploading, copying, accessing or otherwise using all or any part of the Commercial Content], You agree to enter into this Agreement and be bound by all the terms of this Agreement. If You do not agree to all or part of the terms and conditions of this Agreement, do not download or use the Commercial Content.
The Commercial Content is protected by all applicable copyright laws and international copyright treaties, as well as all other applicable intellectual property laws. All Commercial Contents provided by Company and all copies including compilations, revisions, and updates thereof shall remain the sole property of Company or its suppliers or licensors.
COPYING OR USING ALL OR PART OF THE COMMERCIAL CONTENT OR ANY DOCUMENTATION (AS DEFINED BELOW), EXCEPT AS PERMITTED BY THIS AGREEMENT, IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT, AUTHORS’ RIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH COMMERCIAL CONTENT AND DOCUMENTATION. IF YOU COPY OR USE ALL OR ANY PART OF THE COMMERCIAL CONTENT WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION FROM COMPANY, YOU ARE VIOLATING COPYRIGHT, AUTHORS’ RIGHTS AND OTHER APPLICABLE INTELLECTUAL PROPERTY RIGHTS. YOU MAY BE LIABLE TO COMPANY AND ITS LICENSORS FOR DAMAGES AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
By accepting this Agreement, You represent that You are at least 18 years old and capable of entering into a legally binding agreement. If You are acting on behalf of a business entity, You represent that You are duly authorized to represent the business entity and to legally bind the entity to the terms of this Agreement.
This End User License Agreement is applicable to any licenses granted by Company on the Commercial Content(s) as defined below.
Agreement means this 3DVIA Webstore End User License Agreement, which is comprised of this agreement and the applicable electronic order placed by You with Company for ordering the Commercial Content.
Commercial Content means the 3D models and scenes or other content that Company has agreed to distribute via the 3DVIA Webstore.
Effective Date means, for any Commercial Content, the date on which the Commercial Content is downloaded by You.
Incorporated Content means Commercial Content that has been combined with significant additional value such as website or digital text or graphics, models, scenes or other content to create a derivative work which is an application or product or scene in which the Commercial Content cannot be extracted and used as stand-alone Commercial Content without the use of reverse engineering or de-compilation tools or techniques.
Order means the electronic order placed by You with Company for ordering the Commercial Content.
means a service provided by Company to enable You to purchase a license
to download and use Commercial Content(s).
2. GRANT OF RIGHT AND LICENSE BY COMPANY
Upon the Effective Date and subject to the terms and conditions of this
Agreement, including the payment in full of the licensee fee applicable
to each license of Commercial Contents, Company grants You a non-exclusive,
non-transferable, worldwide and royalty free license to use the Commercial
Content only to be inserted in an Incorporated Content for Your personal
purposes or for Your own business purpose subject to the terms of section
2.2 hereunder. The Commercial Content, only as inserted in an Incorporated
Content, may be modified, reproduced, posted, displayed, promoted, publicly
performed, digitally performed or transmitted in any medium now known
or hereafter invented for Your personal purposes or for Your own business
purpose such as for, but not limited to (i) insertion in website designs;
email marketing; or other digital publications,(ii) insertion in multimedia
presentations and incorporation into film and video for television,
internet broadcast, theatrical display and/or home video market, (iii)
insertion in software or as part of a game if Commercial Content is
contained inside a proprietary format and displays inside the software
or game during use. (iv) as published within a book, poster, t-shirt,
packaging or other tangible item, (v) as part of a physical object
such as a toy, doll or model.
You may permit
an independent contractor to use the Commercial Content to create Incorporated
Content on your behalf as long as the independent contractor complies
with all of the restrictions of this Agreement and does not obtain or
retain any rights in the Incorporated Content.
All rights in the Commercial Content not expressly granted herein are reserved by Company for itself and its licensors.
2.2 Restrictions. You are not authorized to use the Commercial Contents (i) for display, publication or distribution to third parties on a stand-alone basis outside of the additional material making up the application or product or scene, (ii) to grant sub-licenses to the Commercial Content on a standalone basis, (ii) to disassemble or decompile any element of Commercial Content (such as textures) for re-use outside of the Commercial Content, (iii) in a manner that competes with the 3DVIA Webstore business, including without limitation, selling, licensing or distributing the Commercial Content(s) or any Incorporated Content as stand-alone files for re-distribution, or post Commercial Content or Incorporated Content as part of an online database, electronic bulletin board, model library, model catalog or any other database, or any derivative product containing the Commercial Content in such way that would allow multiple third parties to download, extract or access the Commercial Content or the Incorporated Content or any elements of the Commercial Content or Incorporated Content as a stand-alone file, (iv) to include the Commercial Content or Incorporated Content in any electronic template or application, including those that are web-based, where the purpose is to create multiple impressions of an electronic or printed product for use by multiple third parties, including but not limited to website design templates, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter, (v) to share the Commercial Content with any other person or entity except as expressly permitted under this Agreement, (vi) to incorporate the Commercial Content into a trademark or service mark, (vii) to take any action in connection with the Commercial Content that violates any law, regulation or statute in an applicable jurisdiction, (viii) to reproduce, post, display, license, sublicense or otherwise make available any Incorporated Content that is offensive, indecent, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or contrary to all applicable laws and regulations or that harms minors in any way.
of Incorporated Content. If You are an independent designer, You
may grant your customers or clients a sublicense to reproduce, post,
display, promote, publicly perform, digitally perform or transmit for
their own commercial or promotional purposes, the Commercial Content
only as part of Incorporated Content that has been created specifically
for such customer or client. Such customer or client shall not
disassemble, de-compile or reverse engineer Incorporated Content in
order to obtain access to and use and/or re-publish, on a standalone
basis, any Commercial Content or element of Commercial Content (such
as, without limitation, textures). If Your customer is a software
developer, You may give him the right to grant sublicenses to use the
Incorporated Content in such software. If your customer is a film
or video-maker, You may give him the right to grant sublicenses to display
and publicly perform the Incorporated Content in such film. Other
than as permitted for software developers or film or video-makers, no
further sublicense by your customer or client is permitted. Any
sublicense You grant, as an independent designer, must be as restrictive
as to Commercial Content and as protective of Company as the terms of
this Agreement. Any other person or entity who wishes to work
with Commercial Content rather than Incorporated Content must obtain
its own license from Company.
PRICE AND PAYMENT OBLIGATIONS
of the rights and licenses provided hereunder, You shall pay the license
fees applicable to each Commercial Content and at the price identified
on the 3DVIA Webstore. All license fees of Commercial Content from 3DVIA
Webstore are payable in 3DVIA credits. You must purchase 3DVIA
credits on the 3DVIA Webstore and purchases of all 3DVIA credits are
final and non-refundable.
Subject to section
5 hereinafter, license fees are refundable in 3DVIA Webstore credits
You agree you
are responsible for all use, sales, value-added and similar taxes and
duties imposed by any governing authority in any jurisdiction in connection
with the license granted to you under this Agreement. Such taxes
are also payable in 3DVIA Webstore credits.
Company or its
licensors own and will retain all copyright and other intellectual property
rights in and to the Commercial Content(s). All intellectual property
rights in the Commercial Content(s) belong exclusively to Company or
You shall not
remove any notice of copyright, trademark or other intellectual property
right, or other information that may appear on, embedded in, or in connection
with the Commercial Content in its original downloaded form, it being
understood that you shall reproduce any and all such notices in any
backup copy of the file comprising the Commercial Content that you make.
You shall not
take any action in connection with the Commercial Content that violates
or infringes the intellectual property or other rights of any person
or entity, including, without limitation, the moral rights of the creator
of the Commercial Content and the rights of any person who, or any person
whose property, appears in the Commercial Content.
LIMITATION AND DISCLAIMER OF WARRANTIES
In the event the
Commercial Content you have chosen does not conform to the description
and characteristics given in the 3DVIA Webstore, your sole and exclusive
remedy shall be the replacement of the non-conforming Commercial Content
with another Commercial Content of your choice on the 3DVIA webstore
of the same value.
Company and its
licensors do not warrant the quality of the Commercial Content, that
your access to the Commercial Content will be error-free, or that the
Commercial Content or the performance or results you may obtain by using
the Commercial Content will meet your requirements.
The express warranties
set forth in this Agreement are the only warranties given by COMPANY
with respect to the Commercial Content furnished hereunder; COMPANY
and its licensors make no other warranties, express, implied or arising
by custom or trade usage, and specifically disclaim the warranties of
merchantability, non-infringement, title and fitness for a particular
6. LIMITATION OF LIABILITY
In no event shall
COMPANY or its licensors be liable for special, indirect, incidental
or consequential damages (including without limitation damages resulting
from loss of use, loss of data, loss of profits
or loss of business) arising out of or in connection with the use of
or inability to use the Commercial
Content furnished hereunder, even if COMPANY or its licensors have been
advised of the possibility of such damages.
IN NO EVENT SHALL
COMPANY’s TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY
CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE
OF OR INABILITY TO USE THE COMMERCIAL CONTENT EXCEED THE MONETARY AMOUNT
ACTUALLY RECEIVED BY COMPANY FROM YOU FOR YOUR USE OF THE APPLICABLE
TERM AND TERMINATION.
The license granted
herein on from the Effective Date will continue until it is terminated
in accordance with this Section 7. You may terminate this license at
any time. Company may terminate the license granted herein immediately
upon written notice to you (i) for justified cause, including without
limitation breach of any provision of Section 2 of this Agreement, or
(ii) if You breach any provision of this Agreement and fail to cure
such breach within fifteen (15) days of notice thereof. Upon the
termination of the license, You will promptly stop using the Commercial
Content, destroy all copies of the Commercial Content covered by the
license, including, without limitation, in Incorporated Content, and
delete or remove all Commercial Content and all derivative works from
your premises, computer systems and storage (electronic and physical)
and shall ensure that your clients and customers do likewise.
At Company’s written request, You will certify in writing to such
destruction of the Commercial Content, derivative works and/or related
materials. After termination, any licenses you have granted to
third parties in full compliance with the terms of this Agreement may
continue but you may not grant any new licenses. Any licenses
you may have granted in violation of this Agreement are void.
No refund of credit is due for any termination of this license.
You agree to comply
with all local laws and regulations, including, without reservation,
intellectual property laws, rights of publicity and defamation, and
export control and technology transfer laws, regarding the use of the
Commercial Content. In particular, you agree that you will not
use the Commercial Content in connection with or for the purposes of
designing, developing or producing missiles, chemical/biological or
You agree to defend,
indemnify and hold harmless Company, its licensors and their subsidiaries,
affiliates, officers and employees from and against any claim, suit
or action arising from or in any way related to your use of the Commercial
Content or your violation of this Agreement.
Severability If for any reason a court of competent jurisdiction
finds any provision of this Agreement, or a portion thereof, to be unenforceable,
that provision shall be enforced to the maximum extent permissible and
the remainder of this Agreement shall remain in full force and effect.
Transfer, Assignment. Company shall have the right, in its sole
discretion, to assign any or all of its rights and obligations under
this Agreement. You shall not have the right to assign or sublicense
any rights or obligations under this Agreement.
9.3 Notices Any notice required by this Agreement shall be in writing (either by email or regular mail). Notices to Company shall be sent to:
Americas Corp., 175 Wyman St., Waltham, MA 02451, Attn: 3DVIA CEO.
Entire Agreement .You agree that this Agreement supplements the
In the event of conflict, the terms of this Agreement shall control.
website, is the complete and exclusive statement of your agreement with
Company relating to the Commercial Content and supersedes any other
agreement, oral or written, or any other communications between you
and Company relating to the Commercial Content.
Governing Law and Jurisdiction If you are resident in the United
States, the terms of this Agreement shall be governed by and construed
and enforced in accordance with the substantive laws of The Commonwealth
of Massachusetts without regard to the United Nations Convention on
Contracts for the International Sale of Goods and will be deemed a contract
under seal. Any legal proceeding brought by either party relating in
any way to this Agreement shall be commenced and maintained in the courts
of The Commonwealth of Massachusetts or the United States District Court
for the district of Massachusetts for which purpose each of the parties
irrevocably consents and submits to the exclusive jurisdiction and venue
of both such courts in respect of any such proceeding.
If you are resident
in a country other than the United States, the terms of this Agreement
shall be governed by and construed and enforced in accordance with the
laws of the country where you are resident without regard to the United
Nations Convention on Contracts for the International Sale of Goods.
Any legal proceeding brought by either party relating in any way to
this Agreement shall be commenced and maintained in the courts of the
country where you are resident for which purpose each of the parties
irrevocably consents and submits to the exclusive jurisdiction and venue
of such courts in respect of any such proceeding.
Survival. The provisions of Articles 2.2, 3, 5, 6, 7, 8 and 9 of
this Agreement shall survive any termination of this Agreement.