Shaderlight License

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1.The Licence


1.1.ArtVPS Limited, of St John’s Innovation Centre, Cowley Road, Cambridge CB4 0WS, United Kingdom ("ArtVPS") is the developer and owner of the software known as Shaderlight™ (the “Software”).  In consideration of the purchase of Shaderlight by the Licensee, ArtVPS grants and by use of the Software the Licensee accepts a non-exclusive, non-transferable Licence to "Use" (as hereinafter defined) the Software subject to the terms and conditions contained herein.
1.2.This Licence entitles the Licensee to:
a)load, install and Use the Software
b)use the Software in accordance with the provisions of Clause 3 of this Licence.
1.3.Unless the licensee is a Corporation the purchase of a perpetual Licence further entitles the Licensee to load, install and Use a second copy of the Software for their exclusive use on either a portable computer or a computer located at their home, provided the Software on the portable or home computer is not used at the same time as the Software on the first computer


2.Acceptance of this Licence


The terms and conditions of this Licence are deemed to be accepted by the parties as follows: ArtVPS upon dispatch/delivery by ArtVPS of the Software to the Licensee direct or to ArtVPS 's agent as the case may be; and the Licensee by accepting the Licence document on installation.


3.Use of the Software


3.1.For the purposes of this Licence "Use" shall mean and include:


a)utilisation of the Shaderlight™ Software by copying, transmitting or loading the Shaderlight™ Software into the temporary memory (RAM) or installing into the permanent memory (e.g. hard disk, CD ROM or other storage device) on the Licensee’s computer system or network (the "System") for use by the Licensee
b)storing the whole or any part of the Software on the System or other storage unit or disk;
c)utilising (but not copying) the instructional and/or operational manuals relating to the Software.


4.Licensee's Undertakings


The Licensee undertakes:

4.1.not to perform any of the acts referred to in this sub-clause 4.1 except to the extent and only to the extent permitted by law to the Licensee as a lawful user (i.e. a party with a right to Use) of the Software and only then for the specific limited purpose stated in such applicable law or hereunder.  The Licensee undertakes:

a)        not to translate, adapt, vary or modify the Software;

b)        not to disassemble, decompile or reverse engineer the Software;

c)not to make available or otherwise provide the Software to any other person for the purposes of rendering images. maintain accurate and up-to-date records of the number and location of all copies of the Software. supervise and control Use of the Software in accordance with the terms of this Licence. ensure that its employees, agents and other parties who will use the Software are notified of this Licence and the terms hereof prior to such employee, agent or party using the same. reproduce and include the copyright notice of ArtVPS on all and any copies, whether in whole or in part, in any form, including partial copies of the Software made herein.
4.6.not to provide or otherwise make available the Software in whole or in part (including where applicable, but not limited to program listings, object code and source program listings, object code and source code), in any form to any person other than the Licensee's employees without prior written consent from ArtVPS.
4.7.within 14 days after the date of termination or discontinuance of this Licence for whatever reason, to destroy the Software and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Software received from ArtVPS or made in connection with this Licence, and all documentation relating thereto.




5.1.The Licensee acknowledges that software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Licence.
5.2.In the event that the Licensee discovers a material error which substantially affects the Licensee's use of the Software and notifies ArtVPS of the error within 90 days from the date the Software was provided (the "warranty period") ArtVPS shall at ArtVPS’s sole option either refund the price paid by the Licensee for use of the Software or use all reasonable endeavours to correct by patch or new release (at its option) that part of the Software which does not so comply PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Software not performed by ArtVPS or caused by incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.
5.3.To the extent permitted by law, ArtVPS disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.
5.4.Although ArtVPS does not warrant that the Software shall be free from all known viruses, it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging.  However, the Licensee is solely responsible for virus scanning the Software.
5.5.ArtVPS warrants that there are no disabling programs or devices in the Software.


6.ArtVPS's Liability


6.1.ArtVPS shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Software, its use or otherwise, except to the extent that such liability may not be lawfully excluded.
6.2.Notwithstanding the generality of 6.1 above, ArtVPS expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
6.3.In the event that any exclusion contained in this Licence shall be held to be invalid for any reason and ArtVPS becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the price paid by the Customer for any Rendering Hardware with which the Software is to be used.
6.4.ArtVPS does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of ArtVPS, its employees, agents or authorised representatives.


7.Copyright, Patents, Trade Marks and Other Intellectual Property Rights


7.1.The Licensee acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used or in connection with the Software including all documentation and manuals relating thereto are and remain the sole property of ArtVPS.  The Licensee shall not during or at any time after the expiry or termination of this Licence in any way question or dispute the ownership by ArtVPS.


8.Confidential Information


8.1.All information, data, drawings, specifications, documentation, software listings, source or object code which ArtVPS may have imparted and may from time to time impart to the Licensee relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential.  The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence, disclose the same, whether directly or indirectly, to any third party without ArtVPS 's prior written consent.
8.2.Subject only to the specific, limited provisions of Clause 4.1 above, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by ArtVPS.
8.3.The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.


9.Force Majeure


9.1.ArtVPS shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this Licence arising by reason of force majeure.




10.1.In addition to provisions for termination as herein provided, ArtVPS may by notice in writing to the Licensee terminate this Licence if the Licensee is in breach of any term, condition or provision of this Licence or required by law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice from ArtVPS specifying such breach.
10.2.Upon termination, the Licensee shall pay to ArtVPS all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Software, this Licence or otherwise and shall comply with its undertaking specified in Clause 4.7 above.
10.3.Termination, howsoever or whenever occasioned shall be subject to any rights and remedies ArtVPS may have under this Licence or under the applicable law.




11.1.The Licensee shall not assign or otherwise transfer all or any part of the Software or this Licence without the prior written consent of ArtVPS.




12.1.Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party's rights to take subsequent action.




13.1.The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.




14.1.In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.


15.Law and Jurisdiction


15.1.The parties hereby agree that the Licence concluded between them and constituted on these terms and conditions shall be construed in accordance with English Law and the parties hereby submit to the non-exclusive jurisdiction of the High Court of Justice in England.


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