General Terms and EULA

GENERAL TERMS AND EULA
for RizomUV Virtual Spaces, RizomUV Real Space and RizomUV C++ Library

Last Update: October 25th, 2019

This Agreement terminates and replaces any previous Agreement between You and Rizom-Lab concerning the installation and the use of the Software.

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE ORDERING OR DOWNLOADING OR INSTALLING OR USING THE SOFTWARE.
IMPORTANT NOTICE TO ALL USERS: BY DOWNLOADING AND/OR USING THIS SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND THAT YOU DECLARE YOURSELF IN AGREEMENT WITH THESE CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT ORDER, DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.
IF YOU ARE CONSUMER OR NON-PROFESSIONAL, YOU UNDERSTAND AND AGREE THAT BY DOWNLOADING ANY SOFTWARE IMMEDIATELY AFTER ACCEPTING THIS AGREEMENT, YOU ARE HEREBY LOSING YOUR WITHDRAWAL RIGHT.

This Agreement is effective as of the date You accept the Agreement as part of Rizom-Lab’s online licensing process.

1. DEFINITIONS

The terms used in this Agreement, shall have the meaning ascribed to them in this Section 1 or elsewhere in this Agreement.

“Agreement” means the Rizom-Lab General Terms and Conditions as well as the Specific Terms and Conditions attached as Schedule 1 hereto.

“Rizom-Lab” means a French simplified stock company with its registered office at 7 rue Adolphe Thiers 13001 Marseille, France, which is the developer and sole owner of the Software, subject to the third party’s rights into the Software.

“Commercial Use” means any activity carried on with the intention of, or with a view to, generating revenue or other compensation, directly or indirectly, or that actually generates revenue or other compensation, directly or indirectly.

“Consumer” means an individual person acquiring the Software for purposes which are outside of that individual’s trade, business, craft or profession, and that such individual is not making any Commercial Use of the Software.

“Licensee Content” means images that You developed from Your Use of the Software.

“Legal Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other forms of business organization, and includes, without limitation, any government, not-for-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university.

“License” shall mean the limited right to Use the Software as further detailed in these General Terms and Conditions and in the applicable Specific Terms and Conditions. Please find below the definition of available licenses.

“C++ Library License” means a License to use the Software as an embedding license in a home-home and exclusive internal solution.

“Evaluation License”: The purpose of the Evaluation Licenses is to facilitate the decision-making process with regards to acquiring a commercial version. Any other use, including, but not limited to, resale, transfer, or public use, is strictly prohibited. This condition extends beyond the evaluation period, regardless of whether Software is running with a restricted feature set or not. Except in specific cases, the evaluation period is equal to 30 days.

“Floating License” means a License for the Software for Use of the Software by several individual Users simultaneously on any number of computers provided that a License for each such individual User has been purchased.

“Indie License” means a License to Use the Software granted to either (i) an individual, being or not a professional user, or a commercial Legal entity, with Revenue not exceeding €100,000 during the prior fiscal year or (ii) a non-profit Legal Entity.

“Pro License” means a License to the Software granted to (i) a professional user or (ii) a commercial Legal Entity other than an educational or academic Legal Entity, with an annual Revenue above €100,000 or (iii) a government Legal Entity.

“Student License” means a License to the Software granted to a (i) User who must be a student or teacher enrolled with an accredited educational institution, (ii) and not an educational, academic, non-profit or government Legal Entity. A Student license should be used exclusively for learning, and cannot be used for any Commercial Use. As such, the Student License can be used to create a portfolio or any work created by the user during his studies or for contests. A piece of evidence by his/her Student ID shall be communicated to Rizom-Lab at the time the request for a Student License is made. A Student License is valid for one (1) year.

“Academic License” means a License to Use the Software granted to either an educational or academic Legal Entity. Academic Licenses are intended for academic and educational Use, and shall not serve any Commercial Use.

“Professional User” means a User making any Commercial Use of the Software provided that such User may be subscribing to an Indie License or a Pro License.

“Revenue” means annual gross revenue, both operating and non-operating, or raised and/or granted funds, as accounted by the Legal Entity during the prior fiscal year. Revenue is defined in EUROS or an equivalent amount in another currency.

“Software” means the Rizom-Lab proprietary software product, licensed to You under the Specific Terms and Conditions that Rizom-Lab and You entered into.

“Specific Terms and Conditions” means the specific terms and conditions containing the additional terms including the applicable Fees if any, governing Your Use of a particular Software.

“Term” means the duration of the License granted to You under the Agreement as set out in Section 9.1 of the General Terms and Conditions.

“Use” means the loading, installation and use of the Software in accordance with the terms of the Agreement.

“User” means an individual person who is authorized by Rizom-Lab to Use the Software.

“You” means the User or the Legal Entity Using the Software as licensee.

“Your” means relating to You or made or done by You.

2. GENERAL RESTRICTIONS APPLICABLE TO THE SOFTWARE

With respect to the Software and except as expressly permitted under the Agreement:

2.1 You may not translate, reverse engineer, decompile, disassemble, or create derivative works from the Software or provide the Software as “software as a service”.

2.2 You may not use, copy, modify or transfer the Software, or any copy in whole or in part, except as expressly provided for in this license.

2.3 All within this Section 2 is subject to the extent that You are granted the right by law to decompile software in order to obtain information necessary to render the Software’s interoperable with other software; the same applies to reverse engineering, decompilation, and disassembly of Software.

3. USE OF THE SOFTWARE

3.1 Subject to the terms and conditions of the Agreement including the applicable Specific Terms and Conditions for a particular Software, and Your compliance therewith including Your payment of all Fees payable if any, Rizom-Lab grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicensable, non-divisible, revocable License, solely to install and execute the executable form of the Software, solely for Your internal Use by a single User. Rizom-Lab commits to deliver the Software within two (2) working days after Your order payment. The Software shall be provided to You in object code. In no event, shall the source code of the Software be made available to You. Rizom-Lab may display Your logo’s company on Rizom-Lab RizomUV users’ website pages unless You notified Rizom-Lab in writing not to do so.

3.2 Each User of the Software must hold one (1) valid License of the Software.

3.3 Except if You hold an Evaluation or Floating License, the License may be installed on two (2) different computers by the User, but You shall not be allowed to Use both copies simultaneously.

3.4 If You wish to Use the Software simultaneously on different computers, You must purchase a Floating License with as many tokens as individual Users Using the Software at any one time. You may install the Software on as many computers as needed for Use by any authorized User provided that there is one (1) toke per concurrent individual User.

4. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE

All title, including but not limited to copyrights and all other intellectual property rights, which shall include, but not be limited to, all patents, patent applications, inventions (whether patentable or not), trade secrets, know-how, technical data, design, software (including source code, object code and algorithms), trademarks, logos and any similar or equivalent rights to any of the foregoing rights (throughout the world), in and to the Software and any copies thereof are owned by Rizom-Lab or, if applicable, by its suppliers and partners. You acknowledge and agree that nothing in this Agreement shall be construed or interpreted as granting You any title or ownership in or to the intellectual property rights embodied in the Software. All rights not expressly granted to You are reserved by Rizom-Lab.

5. FEES AND TAXES

Where applicable, You agree to pay all amounts due for the Software as set forth in the applicable Specific Terms and Conditions, online store, quote and/or invoice. All Fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay all taxes including but not limited to sales, use and withholding taxes associated with this Agreement and/or Your receipt or Use of the Software, except for taxes based on Rizom-Lab’s net income, if any. In the event that Rizom-Lab is required to collect any tax for which You are responsible, You will pay such tax directly to Rizom-Lab. If You pay any withholding taxes that are required to be paid under applicable law, You will promptly provide Rizom-Lab with written evidence from tax authorities of the payment of such taxes.

6. CONSENT TO DATA COLLECTION

At the present time, the Software does not allow for data collection.

Nevertheless, to prepare the coming developments, You understand and agree that the Software in the future, may connect to the Internet and report information about Your Use back to Rizom-Lab solely to (i) check for Software updates; (ii) provide usage statistics of Your Use of the Software, except that (a) such data shall be collected in aggregated and anonymized form only; and (b) analysis of such De-identified Data shall be performed solely by Rizom-Lab; and (iii) validate or block license keys in order to prevent unauthorized Use.

7. ASSISTANCE

In the event You have a query about the Software, You can consult this dedicated web page on Help Ressource: https://www.rizom-lab.com/learning/help-resources/ or You may contact Rizom-Lab support team by email at the address provided on Rizom-Lab website.

8. TERM AND TERMINATION

This Agreement and the license granted hereunder are effective on the date You first order Licenses or download or use the Software and shall continue for as long as You own the Software, unless this Agreement is terminated under this section. Rizom-Lab may terminate this Agreement at any time if You fail to comply with any term(s) hereof. You may terminate this Agreement effective immediately upon written notice to Rizom-Lab. Upon termination of this Agreement, the license granted hereunder will terminate and You must stop all use of the Software and uninstall all copies of it. All provisions in connection with the Intellectual Property Rights in the Software shall survive the termination of this Agreement.

Evaluation License shall be effective for a period of thirty (30) days from the date You downloaded the Evaluation Software, unless otherwise agreed expressly between Rizom-Lab and You.

All subscription Licenses durations are subject to the terms presents in the Specific Terms and Conditions.

9. DISCLAIMER OF WARRANTY

THIS SOFTWARE, ALL ACCOMPANYING FILES, DATA AND MATERIALS, ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE LICENSEE SHALL ASSUME ALL RISK OF INSTALLING OR USING THE SOFTWARE. RIZOM-LAB AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING USE OR COMBINATION OF THE SOFTWARE WITH THIRD-PARTY APPLICATIONS. RIZOM-LAB FURTHER DOES NOT WARRANT THAT THE SOFTWARE WILL ALWAYS FUNCTION UNINTERRUPTED OR ERROR-FREE. IF YOU ARE LICENSING FROM A THIRD-PARTY PROVIDER, RIZOM-LAB SHALL HAVE NO LIABILITY WHATSOEVER TOWARDS YOU INCLUDING WITHOUT LIMITATION LIABILITY FOR INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS BY THE THIRD-PARTY PROVIDER, IRRESPECTIVE OF THE FACT THAT PAYMENTS HAVE BEEN MADE TO RIZOM-LAB. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RIZOM-LAB OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL RIZOM-LAB BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION) OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY OR OTHERWISE. THE AFOREMENTIONED LIMITATIONS APPLY EVEN IF RIZOM-LAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIZOM-LAB SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE OR ANY PART THEREOF (INCLUDING SUCH CONTENT GENERATED BY THE LICENSEE AND EXAMPLE/DEFAULT CONTENT PROVIDED IN THE SOFTWARE AND PRODUCED BY A THIRD PARTY), INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.

11. CONFIDENTIALITY

“Confidential Information” shall mean the Software and all other information disclosed to You that Rizom-Lab characterizes as confidential at the time of its disclosure either in writing or orally, except for information which You can demonstrate: (a) is previously rightfully known to You without restriction on disclosure; (b) is or becomes, from no act or failure to act on Your part, generally known in the relevant industry or public domain; (c) is disclosed to You by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by You without access to the Confidential Information. You shall use Your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this Agreement, provided, however, that any source code You receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of Rizom-Lab. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify Rizom-Lab in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with Rizom-Lab in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If You are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, You will (i) immediately notify Rizom-Lab prior to such disclosure to allow Rizom-Lab an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with Rizom-Lab in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, You shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.

12. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and is to be construed in accordance with French law and the parties agree to submit to the exclusive jurisdiction of the French courts.

13. GENERAL

13.1 You understand and agree that money damages alone might not be an adequate remedy and as such Rizom-Lab shall have the right to seek injunctive relief in any court of competent jurisdiction.

13.2 You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Rizom-Lab’s prior written consent, and any attempt by You to do so, without such consent, will be void.

13.3 Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

13.4 All notices required or permitted under this Agreement shall be in writing. All notices to You might be either in the form of an electronic mail or by registered mail with acknowledgement of receipt. All notices to Rizom-Lab shall be sent by registered mail with acknowledgement of receipt to Rizom-Lab’s registered office or otherwise to the address set forth in the applicable ordering document or invoice or to such other address as may be specified by Rizom-Lab.

13.5 Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.

13.6 If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.

13.7 This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless You and Rizom-Lab have executed a separate agreement governing Your Use of the Software.

13.8 Translations. The English language version of this Agreement is legally binding in the event of any conflict between the English version and any translations.

13.9 Any terms or conditions contained in Your purchase order or other ordering documents that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Rizom-Lab and will be deemed null.

14. EXCEPTIONS FOR CONSUMER USERS

14.1 If You are a Consumer and You acquire the Software, for your direct individual Use and do not make any direct or indirect Commercial Use of the Software then be advised that certain Sections of these General Terms and Conditions shall not be applicable to You i.e. Section 9 (Disclaimer of warranty), Section 10 (Limitation of liability), Section 12 (Jurisdiction), Section 13.8 (Translations).

14.2 Right of Withdrawal. You hereby understand and agree that by downloading the Software, You have lost Your withdrawal right under applicable law provided that the right of withdrawal available to Consumers which may be exercised by You within 14 days from the date of conclusion of the contract.

14.3 Mediation. If a dispute arises between You and Rizom-Lab, please be aware that as a Consumer, You have a right to seek a recourse with a mediator, free of charge, in order to reach a settlement agreement with Rizom-Lab. For Your information, Rizom-Lab’s designated mediator is the ” Fédération du e-commerce et de la vente à distance ” (FEVAD) and the e-commerce mediation service (60, rue la Boétie – 75008 Paris, France, relationconso@fevad.com).

14.4 Rizom-Lab is a French simplified stock company with a share capital of 3 000 euros, whose registered office is at 7 rue Adolphe Thiers 13001 Marseille, France, registered under number 818 266 942 with the Registry of Commerce and Companies of Marseille, with VAT registration number FR13818266942.

The contact email address is contact@rizom-lab.com or support@rizom-lab.com.

Schedule 1

RIZOM-LAB SPECIFIC TERMS and CONDITIONS
for RizomUV Virtual Spaces, RizomUV Real Space and RizomUV C++ Library

Last Update: October 25th, 2019

By subscribing to RizomUV, You will be provided with the latest available releases of selected Rizom-Lab Software products including (i) RizomUV Virtual Spaces, (ii) RizomUV Real Space, (iii) RizomUV C++ Library depending on Your License (hereinafter “RizomUV”).

Your Use of RizomUV is subject to (i) these RizomUV Specific Terms and Conditions and (ii) the General Terms and Conditions.

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING RIZOMUV, YOU AGREE TO BE BOUND BY THESE SPECIFIC TERMS AND CONDITIONS.

1. ADDITIONAL DEFINITIONS

“Rizom-Lab Account” means the subscription personal account of a Rizom-Lab User, to be granted a time-limited term-license on the Software as defined below, renewable by subscribing a number of subscription months.

“Software” means either (i) RizomUV Virtual Spaces, or (ii) RizomUV Real Space, or (iii) RizomUV C++ Library.

“RizomUV – Indie License” means the Indie License granted hereunder for Use of RizomUV Virtual Spaces software or RizomUV Real Space software.

“RizomUV – Pro License” means the Pro License granted hereunder for Use of RizomUV Virtual Spaces software or RizomUV Real Space software.

“RizomUV – Student License” means the Student License granted hereunder for Use of RizomUV Virtual Spaces software or RizomUV Real Space software.

“RizomUV – Academic License” means the Academic License granted hereunder for Use of RizomUV Virtual Spaces software or RizomUV Real Space software.

“RizomUV License” means either (i) RizomUV – Indie License, (ii) RizomUV – Pro License, (iii) RizomUV – Student License, (iv) RizomUV – Academic License or (v) RizomUV – Evaluation License.

“RizomUV License Validity Period” means the period of time in which You are granted to use the Software. The end of the period is called the expiration date.

2. SPECIFIC TERMS AND CONDITIONS

DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY. PLEASE READ THE FOLLOWING SECTION CAREFULLY.

A. COMMERCIAL TERMS FOR RIZOMUV LICENSE

RizomUV License is only granted to You in a defined period of time which can be created or extended by ordering some subscription months. Each time You order a specific quantity of subscription months, the expiration date of Your license will be moved forward in time according to the ordered quantity of subscription months.
As long as the expiration date of the RizomUV License Validity Period remain in the future, You have access to the latest available releases of Software.
The day after the RizomUV License Validity Period, Rizom-Lab shall disable all Software in Your possession. Further, You shall promptly delete and destroy all copies of the Software in Your possession or control.
Your Rizom-Lab Account is personal to You and is non-transferable. Only one individual may be associated with each Rizom-Lab Account.

B. RIGHTS and USE RESTRICTIONS ON SOFTWARE AND APPLICABLE FEES

a. Restriction for Legal Entity Using RizomUV Indie License
If You are accepting these Specific Terms and Conditions on behalf of a Legal Entity for Use of the Software with a RizomUV – Indie License, You represent and warrant to Rizom-Lab that You are a Legal Entity with Revenue or annual budget not exceeding EUROS 100,000 and as such You are entitled to Use an Indie License (as this term is defined in the General Terms and Conditions).

b. Restriction and option for all Users of RizomUV – Indie License
If You are an authorized User under a RizomUV – Indie License, You may start a project using only a RizomUV – Indie License and subsequently upgrade Your RizomUV – Indie License to a RizomUV – Pro license by contacting Rizom-Lab.
Option to acquire a definitive License for RizomUV – Indie Licensees:
Should You wish to terminate Your RizomUV – Indie License, You may be granted the right, at Your option, to a perpetual license of any version build number of the Software in force as of the day of Your RizomUV non-renewal or termination, without further maintenance, for the entire legal duration of the applicable copyright laws on any Software included in RizomUV.
PLEASE NOTE, that the above option can only be exercised upon the following condition:
– Prior continuous subscription of twelve (12) months to RizomUV – Indie and;
This option is not available for RizomUV – Pro Licensees.

c. Restriction for Legal Entity Using RizomUV – Pro License
If You are a Legal Entity with Revenue or annual budget exceeding EUROS 100,000, Rizom-Lab is unwilling to grant You a RizomUV – Indie License to You, and You must destroy all copies of the Software in Your possession or control and You must purchase separately a RizomUV – Pro License and agree to the terms of such RizomUV – Pro License including the payment of fees as set forth in Section 2.A above.

d. Restriction for Legal Entity Using RizomUV – C++ Library License
RizomUV – C++ Library shall have an exclusive internal Use and the Licensee Content shall be produced and developed exclusively from Your Use of the Software. You are not allowed to transfer or sell the Software to any Third Party for any purpose. Whilst You are not allowed under the License to redistribute the Software, You are authorized to redistribute Your Licensee Content.

3 ONE USER PER LICENSE

Each User of Software whether a Legal Entity or an individual person must hold one (1) valid License of the Software either Indie, Pro, Student, Academic or Evaluation RizomUV License.