You are on page 1of 4

Solid Angle Software License Agreement

This Software License Agreement (“SLA” or "EULA") is a legal agreement between you,
an individual or other legal entity ("End User") and Solid Angle S.L., which has
its registered address at C/ Gran Vía 51 5-C, 28013 and is holder of Spanish Tax
Code Number B-857786455 ("Solid Angle"), which sets forth the terms and conditions
of the license to use the Arnold software, plug-ins and accompanying documentation
("Arnold Software").

By downloading, installing, copying, accessing or otherwise using the Arnold


Software, you agree to be bound by the terms of this EULA. If you do not agree to
the terms of this EULA, do not download, install or use the Arnold Software.

The attention of the End User is particularly drawn to clauses 4 and 5 of this EULA
regarding the extent of the warranty Solid Angle gives to the End User and the
extent to which it accepts liability to the End User.

The Arnold Software is licensed and not sold. In return for acquiring a license to
use the Arnold Software the End User agrees as follows:

1. License Grant.

In consideration of the payment in full of the license fee, Solid Angle grants the
End User a limited, non-exclusive and non-transferable license: ( a ) to use the
Arnold Software; ( b ) to install the Arnold Software on a network server and use
that number of copies of the Arnold Software as have been licensed and paid for at
any one time; ( c ) to copy the Arnold Software solely for the purpose of
installing it on the End User's computers and for backup storage, in each case for
the duration of the license period indicated on the applicable quote or order form.

The creation of multiple instances of the Arnold Software on a single computer with
multiple processors shall be deemed a single licensed copy of the Arnold Software
for the purposes of calculating the number of copies used pursuant to this license.

The use of the Arnold Software at any facility owned by the End User regardless of
geographic location is permitted under this license; provided, however, End User
(including other facilities owned by the End User) shall not at any one time use
more copies of the Arnold Software than the total number of copies of the Arnold
Software stated in the applicable quote or order form.

2. Restrictions on Use.

The End User may only use the Arnold Software for authorised purposes in relation
to its own business and not to provide any service to third parties, and may not: (
a ) assign, sublicense, loan, sell, distribute, share, transfer, pledge, lease or
rent the Arnold Software or End User's rights hereunder to others without the
written permission of Solid Angle; ( b ) (except to the extent permitted by
applicable law) reverse engineer, decompile, disassemble, alter or otherwise
attempt to discover the source code of the Arnold Software; ( c ) circumvent the
license management software; ( d ) adapt, modify, translate or create derivative
works based on the Arnold Software.

The Arnold Software will operate in evaluation mode with a watermarked output if a
valid license key is not installed. The use of the watermarked output for
commercial use is strictly prohibited.

Licenses that are used for education purposes or have been purchased at an
educational discount may only be used by the End User for training and instruction
and for no other purpose.
Solid Angle’s license grant (and, with that grant, End User’s right to install and
use the Arnold Software) is conditioned on End User’s continuous compliance with
all license limitations, restrictions and other terms in this Agreement. If End
User violates any of these limitations, restrictions or other terms, Section 7
(Term and Termination) will apply. The license descriptions in Section 1 (Grant of
License) and this Section 2 (Restrictions on Use) define the scope of rights that
Solid Angle grants to End User. Any usage of the Arnold Software outside the scope
of the applicable license grant or otherwise not in accordance with this Agreement
constitutes an infringement of Solid Angle’s intellectual property rights as well
as a material breach of this Agreement.

3. Ownership.

The End User agrees that the Arnold Software and all intellectual property rights
shall remain the sole property of Solid Angle or its licensor. The license granted
in this EULA is not a sale of the Arnold Software and this EULA does not give the
End User any rights to patents, copyrights, trademarks, service marks, trade
secrets, confidential information or any other rights or license with respect to
the Arnold Software. The End User agrees to hold the Arnold Software in confidence
and to take reasonable measures to prevent unauthorised copying or disclosure. The
End User shall not remove or modify any copyright symbols, trademarks, labels and
property notices on any and all copies of the Arnold Software.

4. Limited Warranty.

Solid Angle warrants that:

(a) the Arnold Software will, when properly used and on an operating system for
which it was designed, perform substantially in accordance with the functions
described in the accompanying documentation; and (b) that the accompanying
documentation correctly describes the operation of the Arnold Software in all
material respects, in each case for a period of 90 days from the date that the End
User downloads the Arnold Software (Warranty Period).

If, within the Warranty Period, the End User notifies Solid Angle in writing of any
defect or fault in the Arnold Software as a result of which it fails to perform
substantially in accordance with the accompanying documentation, Solid Angle will,
at its sole option, either repair or replace the Arnold Software, provided that the
End User makes available all the information that may be necessary to help Solid
Angle to remedy the defect or fault, including sufficient information to enable it
to recreate the defect or fault.

The warranty given by Solid Angle does not apply if the defect or fault in the
Arnold Software results from any amendment or attempted amendment of the Arnold
Software by any person other than Solid Angle or if the defect or fault in the
Arnold Software results from use of the Arnold Software in contravention of the
terms of this EULA.

The End User acknowledges that the Arnold Software has not been developed to meet
the End User's individual requirements and that it is therefore the End User's
responsibility to ensure that the facilities and functionality of the Arnold
Software meet such requirements. Solid Angle does not warrant that the Arnold
Software will meet the End User's requirements or that the operation of the Arnold
Software will be uninterrupted or error free, or that defects in the Arnold
Software will be corrected. Solid Angle does not warrant the correctness or
accuracy of the results obtained from the use of the Arnold Software.

EXCEPT AS EXPRESSLY STATED IN THIS EULA, THERE ARE NO CONDITIONS, WARRANTIES,


REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON SOLID
ANGLE. ANY CONDITION, WARRANTY, REPRESENTATION OR OTHER TERM CONCERNING THE SUPPLY
OF THE ARNOLD SOFTWARE WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN,
THIS EULA WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, IS EXCLUDED TO THE FULLEST
EXTENT PERMITTED BY LAW.

5. Limited Liability.

Nothing in this EULA shall limit or exclude Solid Angle's liability for death or
personal injury resulting from its negligence, for fraud or fraudulent
misrepresentation or for any other liability that cannot be excluded or limited by
applicable law.

IN NO EVENT SHALL SOLID ANGLE OR ITS SUPPLIERS BE LIABLE TO THE END USER FOR ANY
THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR INDIRECT
DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF
USE, LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF
BUSINESS OR OTHER LOSS OR DAMAGE SUFFERED) ARISING OUT OF OR RELATING TO THE USE OF
THE ARNOLD SOFTWARE, REGARDLESS OF WHETHER SUCH LOSS WAS REASONABLY FORESEEABLE OR
SOLID ANGLE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL
SOLID ANGLE'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), NEGLIGENT
MISSTATEMENT, BREACH OF STATUTORY DUTY OR ANY OTHER THEORY OF LIABILITY, EXCEED THE
LICENSE FEE PAID BY THE END USER.

6. Events Outside our Control.

We will not be liable or responsible for any failure to perform, or delay in


performance of, any of our obligations under this EULA that is caused by an Event
Outside Our Control, as defined below.

An Event Outside Our Control means any act or event beyond our reasonable control,
including without limitation failure of public or private telecommunications
networks.

If an Event Outside Our Control takes place that affects the performance of our
obligations under this EULA our obligations under this EULA will be suspended and
the time for performance of our obligations will be extended for the duration of
the Event Outside Our Control.

7. Term and Termination.

This EULA shall remain in effect until terminated or until the end of the license
period indicated on the applicable quote or order form, whichever is sooner.

Solid Angle may terminate this EULA, and the license it grants, immediately if the
End User breaches any term of this EULA. On termination by Solid Angle, the End
User agrees to immediately stop using the Arnold Software, permanently delete the
Arnold Software and all copies and within five (5) days thereafter provide Solid
Angle with written confirmation that it has complied with these actions.

The End User may terminate this EULA, and the license it grants, at any time by
permanently deleting the Arnold Software and all copies and notifying Solid Angle.

Sections 2, 3, 5, 7, and 8 shall survive any termination or expiration of this


Agreement.

8. Miscellaneous.
This Agreement is the exclusive agreement between the parties concerning the
subject matter hereof and supersedes any and all prior oral or written agreements,
negotiations, or other dealings between the parties concerning such subject. This
Agreement may be modified only by a written instrument signed by both parties. If
any action is brought by either party to this Agreement against the other party
regarding the subject matter hereof, the prevailing party shall be entitled to
recover, in addition to any other relief granted, reasonable attorneys' fees and
expenses of litigation. Should any term of this Agreement be declared void or
unenforceable by any court of competent jurisdiction, such declaration shall have
no effect on the remaining terms of this Agreement. The failure of either party to
enforce any rights granted hereunder or to take action against the other party in
the event of any breach hereunder shall not be deemed a waiver by that party as to
subsequent enforcement of rights or subsequent actions in the event of future
breaches. This Agreement shall be governed by, and construed in accordance with the
laws of England and Wales, without reference to conflict-of-laws principles and
excluding the UN Convention on Contracts for the International Sale of Goods. End
User acknowledges and agrees that the Uniform Computer Information Transactions Act
is excluded from application to this Agreement. Any claims, legal proceeding or
litigation arising in connection with this Agreement will be brought solely in
London, England, United Kingdom, and both parties consent to the jurisdiction of
such courts.