End User License Agreement
Notice
The enclosed or downloaded VIM object library(ies) and/or software program(s) (collectively, the “Software”) made available to you by VIMaec, LLC (“VIM”) is licensed to you only on the condition that you accept all of the terms contained in this End User License Agreement (“EULA”).
BY GAINING ACCESS TO, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU, AND THAT YOU WILL CAUSE ANY END-USER AFFILIATED WITH YOU OR YOUR COMPANY TO AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS, YOU ARE NOT LICENSED TO INSTALL OR USE THE SOFTWARE. THE CONTRACT FORMED PURSUANT TO THIS EULA IS SOLELY BETWEEN YOU AND VIM (EXCEPT THAT MAGIC LEAP IS AN INTENDED THIRD-PARTY BENEFICIARY ENTITLED TO ENFORCE THE TERMS OF THIS EULA AGAINST YOU), AND VIM’S LICENSORS AND PLATFORM PROVIDERS (“THIRD-PARTY PROVIDERS”) WILL HAVE NO LIABLIITY FOR THE SOFTWARE OR ANY RELATED MATERIALS, FOR SUPPORT OR MAINTENANCE WITH RESPECT TO THE SOFTWARE, OR FOR THE DEFENSE OR RESOLUTION OF ANY CLAIMS RELATING TO THEM, INCLUDING IN CONNECTION WITH ANY SUPPORT, MAINTENANCE, WARRANTIES, PRODUCT LIABILITY, FAILURE TO COMPLY WITH APPLICABLE LAW AND CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROERTY RIGHTS (“APP CLAIMS”). YOU SHALL NOT SEEK ANY REMEDIES RELATED TO APP CLAIMS AGAINST ANY THIRD-PARTY PROVIDERS OR THEIR LICENSORS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE.
License
VIM grants to you a nonexclusive, nontransferable, perpetual and non-assignable license to use the Software, solely for the number of concurrent users and level of access that you ordered from VIM in accordance with VIM’s ordering procedures and solely for your internal business purposes and not for the benefit of any third parties. The term “Software” as used herein includes the specific version(s) of software obtained by you from VIM and all maintenance releases, updates, and modifications thereto made available to you by VIM. Except as specifically set forth herein, you shall have no right to use, display, modify, distribute, copy, create derivative works based upon, or publish the Software or any related documentation you may obtain. You shall have the right to re-access copies of the Software through the app store or through any backup or restore features provided by an applicable third-party platform provider. Your license is conditioned upon compliance with all of the terms and conditions of this EULA and those of any applicable third-party platform provider. You acknowledge that VIM or its licensor(s) are the owners of the Software and any related documentation, and that this license to use does not transfer title to any part of the Software, but only grants you the right to use the Software in accordance with the license terms and subject to the limitations, terms and conditions contained in this EULA.
Proprietary Rights
VIM or its licensor(s), as applicable, retain all right, title and interest in and to the Software, any VIM documentation provided or accessed hereunder, and any copies thereof, including without limitation any and all proprietary rights, copyrights, patents, trademarks, trade secrets and confidential information inherent in the Software or related to it. Nothing within this EULA shall constitute a waiver of VIM’s or its assignee’s rights under U.S. or international copyright law or any other federal or state law regarding proprietary or intellectual property rights. You agree not to copy, reproduce, replicate, sublicense, distribute, publish, decompile, disassemble, reverse engineer, or create derivative works based on the Software. You further agree not to use the Software or documentation in or in association with the design, construction, maintenance or operation of any hazardous environments or systems, including: power generation systems, aircraft navigation or communication systems, air traffic control systems, or any other transportation management systems; any safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire or other safety response systems; or any military or aerospace applications, weapons systems or environments. YOU ONLY HAVE THE RIGHT TO CREATE A REASONABLE NUMBER OF COPIES OF THE SOFTWARE FOR BACKUP OR FOR ARCHIVAL PURPOSES TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
No Warranties
VIM DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED, ERROR FREE OR SECURELY, OR THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT ANY BIM OBJECTS YOU CREATE OR OBTAIN FROM THIRD PARTIES AND IMPORT INTO THE SOFTWARE WILL FUNCTION PROPERLY AND/OR WILL NOT HAVE AN ADVERSE EFFECT ON THE SOFTWARE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIM MAKES NO WARRANTY OF ANY KIND REGARDING AUTODESK SOFTWARE AND ANY CONTENT CREATED THEREFROM. VIM IS THE ONLY PARTY RESPONSIBLE FOR ANY WARRANTIES THAT MAY APPLY UNDER LAW TO THE SOFTWARE, AND THIRD-PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY FOR ANY SUCH WARRANTIES OR RELATED CLAIMS, LIABILITIES, COSTS OR EXPENSES ARISING FROM FAILURE OF THE SOFTWARE TO COMPLY WITH ANY SUCH WARRANTY.
Additional Software/Services
This EULA applies to updates, supplements, add-on components, and Internet-based services components of the Software that VIM may provide to you or make available to you after the date you obtain your initial copy of the Software, except to the extent that the same are provided with separate and/or superseding terms. In the event of a conflict between this EULA and such separate and/or superseding terms, the latter shall control.
Your Content
Some VIM Software and services allow you to upload, submit, store, send and receive content on the Internet. You retain ownership of any intellectual property rights that you hold in that content.
When you upload, submit, store, send or receive content to or through VIM’s Internet connected Software and Services, you give VIM a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from file conversions, model optimizations or other changes we make so that your content works better with our services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our services, and to develop new ones. This license continues even if you stop using our services. Make sure you have the necessary rights to grant us this license for any content that you submit to VIM.
Sharing settings in VIM Software and Services allow you to control what others can do with your content in VIM. By default you are set up as the controller.
Term and Termination
This EULA and the license rights granted under it shall commence upon your acceptance of these terms in any of the manners described in the introductory paragraphs hereof and shall continue in effect unless terminated as provided herein. Without prejudice to any other rights, the license granted herein terminates immediately if you fail to comply with any of the terms or conditions of this EULA. You may terminate this license at any time for any or no reason on notice to VIM. Upon any termination, you shall promptly discontinue use of the Software and must promptly return to VIM or destroy all copies of the Software and its component parts. Paragraphs 3, 4, 5 and 8-11 (inclusive) hereof shall survive the termination hereof.
Evaluation Versions
If any version of the Software made available to you by VIM is designated as a “beta,” “evaluation” or other test version, you acknowledge and agree that the purpose of this limited license is only the testing and evaluation of the Software. In furtherance of this purpose, you agree to provide feedback to VIM concerning the functionality and performance of the Software from time to time as reasonably requested by VIM, including, without limitation, identifying potential errors and improvements. Feedback and other information which is provided by you to VIM in connection with any beta Software may be used by VIM to improve or enhance its products or otherwise as deemed appropriate in VIM’s sole discretion, and all such feedback, test results and other information related to your evaluation shall be deemed VIM confidential and proprietary information that you shall retain in strict confidence and not disclose to any third party or allow any third party to obtain through you.
U.S. Government Rights
The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the U.S. Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
Indemnity
You will defend any suit or proceeding brought against and will protect, indemnify, save and hold harmless VIM, its parent, subsidiaries and affiliates, and their collective directors, officers, employees and agents, from and against any and all suits, actions, proceedings, damages, losses, costs and expenses (including reasonable attorneys’ fees) relating to or arising out of your license or use of the Software or any results or work produced therefrom, except to the extent that such claims result directly from VIM’s sole negligence, or VIM’s infringement of the copyrights, trademarks, or patents of third parties.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION TORT, CONTRACT, OR OTHERWISE, SHALL VIM, ITS SUPPLIERS, RESELLERS OR PLATFORM PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING FROM OR RELATED TO YOUR LICENSE, TERMINATION OF THE LICENSE, OR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF GOODWILL, LOSS OF DATA OR PROGRAMMING, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF REVENUE OR PROFITS OR FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF VIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIM’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO VIM FOR THE SOFTWARE LICENSED UNDER THIS EULA. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
Export Restrictions
You agree to comply with all applicable international and national laws that apply to Software, including U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments.
General
You may not assign or delegate any or all of your rights or duties or obligations hereunder without the written consent of VIM. Either party may waive in writing any term or any breach hereunder, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. Each provision is intended to be severable. If any covenant, condition or other provision contained herein is held to be invalid or illegal by any court of competent jurisdiction, such provision shall be deemed severable and shall in no way affect, impair or invalidate any other covenant, condition or other provision contained herein. All notices or other communications to you which are required or are permitted to be given hereunder shall be in writing and shall be deemed given upon e-mail or facsimile transmission, when sent to you in accordance with the contact information provided by you upon entering into this EULA. A copy of any notice to VIM shall be sent by courier or certified mail to: VIMaec LLC, Attn: Chief Operating Officer, VIM, 1155 Perimeter Center West Atlanta, GA 30338. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of Georgia without reference to conflict of laws principles thereof. The parties expressly consent and agree that the proper jurisdiction and venue of any action regarding this matter shall be the State or Federal courts located in the State of Georgia. If any legal action is brought to enforce any provision of these terms, the prevailing party shall be entitled to receive its reasonable attorneys’ fees and court costs in addition to any other relief it may be entitled. This EULA constitutes the complete and exclusive statement of the agreement of the parties hereto with respect to the license and use of the Software, and supersedes all prior and concurrent agreements, promises, proposals, representations and warranties, oral or written, with respect to the subject matter hereof. Any questions, complaints or claims you may have with respect to the Software should be directed to 1-877-903-2664 or support@vimaec.com.
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