End User License AgreementTVPaint Animation 11 1991-2015 TVPaint Dveloppement. All Rights Reserved.IMPORTANT: THIS END USER LICENSE AGREEMENT FOR SOFTWARE (EULA) IS A CONTRACT BETWEEN THE LICENSEE AND TVPAINT DEVELOPPEMENT. READ IT CAREFULLY BEFORE FINISHING INSTALLATION AND USING THE SOFTWARE. THIS LICENSE AGREEMENT AUTHORISES THE LICENSEE TO USE THE SOFTWARE AND CONTAINS INFORMATION ON LIMITATIONS OF LIABILITY AND WARRANTIES. BY INSTALLING AND USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES ACCEPTANCE OF THE SOFTWARE AND BEING BOUND BY THE TERMS OF THIS AGREEMENT. IF THE LICENSEE DOES NOT WISH TO ACCEPT THIS AGREEMENT, OR IF THE LICENSEE DOES NOT HAVE THE RIGHT, THE POWER OR THE AUTHORITY TO ACT ON BEHALF OF THIS ENTITY OR TO ENTER INTO AGREEMENTS OR ACT ON HIS/HER OWN ACCOUNT AS A NATURAL PERSON (IN THE ABSENCE OF SUCH AN ENTITY), DO NOT CLICK ON THE I ACCEPT BUTTON OR ON ANY OTHER BUTTON OR SYSTEM USED TO ACCEPT THE AGREEMENT AND DO NOT INSTALL, COPY OR USE THE SOFTWARE IN ANY WAY, WHETHER IN WHOLE OR IN PART; NON-ACCEPTANCE OF THIS AGREEMENT WILL NOT GIVE RISE TO THE RIGHT TO ANY REIMBURSEMENT.THIS EULA REFERS ONLY TO THIS SOFTWARE PROVIDED BY TVPAINT DEVELOPPEMENT.1. Definitions 1.1. TVPaint Dveloppement corresponds to the company SARL TVPaint Dveloppement. 1.2. Licensee means (a) the company or other legal person on whose behalf the Software Licenses are purchased or (b) in the absence of such an entity, the natural person who accepts this Agreement. For clarity, Licensee simply refers to one, specifically identified natural or legal person but does not refer to either subsidiaries of, or companies affiliated to, this legal or natural person, nor any other person associated therewith.1.3. Agreement refers to this License Agreement, which may be amended periodically in accordance with the provisions hereof.1.4. Software corresponds to only the TVPaint Dveloppement software program(s) and third-party software supplied by TVPaint Dveloppement, the corresponding documentation, associated media, printed, electronic or online materials.1.5. Reseller refers to a distributor or reseller authorised directly or indirectly by TVPaint Dveloppement to distribute Software licenses to the Licensee. 1.6. Dongle: A Dongle is a hardware component that connects to a USB port. It can be used to protect the software.If the license is normally protected (protection against copying) by means of a USB dongle, the latter is essential for the purposes of software usage and from a legal perspective. In the case of the physical failure of the USB dongle (namely in the event of a USB dongle failure even if it does not show any external damage), this will be replaced without charge. In the event of loss of the USB dongle, it will be necessary to repurchase the Software License at the price of the installed Software License applicable at the date of loss. 1.7. Upgrade refers to a full commercial version that succeeds or replaces an earlier version (and which may include error corrections, patches, provisional modifications, updates and upgrades or may improve or enhance the functionalities or functions of the earlier version) for which TVPaint Dveloppement generally applies a separate fee. 1.8. Student refers to a natural person who (i) at the time of installation of the Software is registered at a recognised educational establishment allowing him/her to obtain a qualification or certificate within the framework of an educational programme of at least nine (9) months and who, (ii) on the request of TVPaint Dveloppement, can provide proof of such registration.1.9. Earlier version, in relation to any current version, refers to an earlier version of the software which the current version succeeds or replaces (as established by TVPaint Dveloppement).1.10. User Documentation refers to all explanatory or educational components of the Software, in paper, electronic or online format that TVPaint Dveloppement includes in the Software or provides to its clients when the latter obtain a license, purchase or install the Software.1.11. License Type: refers to a license type specified by TVPaint Dveloppement. The License Type includes the conditions specified by TVPaint Dveloppement for each license type. The License Type is established by TVPaint Dveloppement, and there are 5 License Types:Single-User Commercial License, Network Commercial License, Single-User Education License, Network Education License, Trial License.1.11.1Single-User Commercial License: If the License identification specifies that the License Type is a Single-User Commercial License, the Licensee is authorised to install the software on several computers but only use the software on a single computer at a time, on the condition that (i) the different copies of the Software under license are only accessible to the same person; (ii) this person is the Licensee (if the Licensee is a natural person) or an employee of the Licensee; (iii) this person accesses the additional copies only to work outside their usual place of work and only for the Licensee's commercial needs. Saving any provision to the contrary in this Agreement, and confirmed in writing by TVPaint Dveloppement, theSingle-User Commercial Licenseis for an unlimited duration.1.11.2Network Commercial License: If the License identification specifies that the type of License is a Network Commercial License, the Licensee is authorised to install the software on several computers, in a network, only as part of its internal commercial needs, and only to be used by its staff, subject to the maximum authorised number of simultaneous users not exceeding the authorised number of users defined by the number of licenses purchased by the Licensee. Saving any provision to the contrary in this Agreement, and confirmed in writing by TVPaint Dveloppement, the Network Commercial License is for an unlimited duration.1.11.3Single-User Education License: If the License identification specifies that the type of License is a Single-User Education License, the Licensee is authorised to install the software on several computers but only to use the software on a single computer at a time on condition that (i) the different copies of the Software under license are only accessible to the same person, if the Licensee is a Student or by Students and learners at the educational institution, if the Licensee is that educational institution; (ii) the Licensee shall only have access to additional copies to continue training outside the educational establishment. The use of a Single-User Education License for commercial purposes is strictly forbidden and will terminate this License Agreement, unless the Licensee has purchased the License as a student and uses the License for strictly personal work. Saving any provision to the contrary in this Agreement, and confirmed in writing by TVPaint Dveloppement, the Single-User Education Licenseis for an unlimited duration.1.11.4Network Education License: If the License identification specifies that the type of License is a Network Education License, the Licensee is authorised to install the software on several computers, in a network, only for training or education purposes and only from sites that are not used for commercial, professional or profit-making ends, and are only used by Students or Teachers, subject to the maximum number of authorised simultaneous users not exceeding the authorised number of users defined by the number of licenses purchased by the Licensee. Saving any provision to the contrary in this Agreement, and confirmed in writing by TVPaint Dveloppement, the Network Education License is for an unlimited duration.1.11.5Trial License: If TVPaint Dveloppement indicates that the type of license is a trial version or not for resale or NFR or not for retail in the License identificatithe Licensee is authorised to install a copy of the specific version of the software on one (1) Computer, solely for the Licensee's staff, solely for the purposes of assessment, and solely on the Licensee's site. Saving any provision to the contrary in this Agreement, and confirmed in writing by TVPaint Dveloppement, a Trial License is granted for an unlimited duration.2. Granting of licensesLicenses granted are subject to the terms and conditions defined in this Contract:2.1. Subject to and on the condition that the Licensee respects this Contract at all times and pays the applicable fees, TVPaint Dveloppement shall grant it a non-exclusive, untransferable license which may not be the subject of a sub-license.2.2. The Licensee is authorised to install the Software on several computers, but may only use the Software simultaneously on the number of computers authorised by the License Type defined at the time of purchase.The different License Types are described in part 1. Definitions. If the License Type is not specified or not mentioned in this Agreement, the License Type will, by default, be the Trial License.2.3. If a Dongle is used as a protection system:Depending on the Type of License, a specific Dongle provided solely by TVPaint Dveloppement will be necessary in order to be able to use the software.If the Licensee authorised a single-user version, the Dongle must be connected to the computer on which the software will be used.Where using a network version, one or several specific Dongles must be used. This/these Dongle(s) must be connected to the server in order to allow use of floating Software licenses across the whole of the network linked to the server. The use of floating licenses with Dongle(s) makes it possible to install the Software across all the computers connected to the server, but the Licensee may only use the Software over a maximum number of computers equal to the number of floating licenses purchased.2.3(a): If a Dongle is not used to protect the software:If a Dongle is not used as a protection system for the Software, the Software will require an unlock code. This will depend on the Licensee's machine and/or information that the Licensee will have provided to TVPaint Dveloppement when purchasing the license. The Licensee acknowledges that only TVPaint Dveloppement is authorised to provide this unlock code and undertakes to obtain it only from TVPaint Dveloppement, from its internet site or one of its employees.The Licensee also accepts that the software could periodically access the internet to check that its license is valid. The Licensee also acknowledges that obtaining an unlock code does not in itself constitute proof of purchase of the license. Only the Licensee's receipt provides official proof of purchase.If the Licensee uses a single-user version, it will not be possible to transfer the license to another machine, unless stated in writing to the contrary by TVPaint Dveloppement. Saving written authorisation from TVPaint Dveloppement, any breakdown, failure or theft of the Licensee's computer does not lead to the granting of a new license for a different machine or the reimbursement thereof.If using a network version, the Licensee may only use the Software on a maximum number of computers equal to the number of floating licenses purchased.2.4. Effect of upgrades: If TVPaint Dveloppement or a Reseller provides the Licensee with an Upgrade of the software already granted to the Licensee, the software already granted to the Licensee will thereafter be referred to as an Earlier Version.Rights in relation to any Earlier Version will be terminated after the installation of the Upgrade. The Licensee will stop using any Earlier Version and will uninstall all copies of the Earlier Version. At the request of TVPaint Dveloppement, the Licensee agrees to destroy or return to TVPaint Dveloppement or the Reseller from which they were purchased, all copies of the Earlier Version.TVPaint Dveloppement reserves the right to ask the Licensee to produce reasonable evidence that all copies of an Earlier Version have indeed been uninstalled and where TVPaint Dveloppement has so requested, they have been destroyed or returned to TVPaint Dveloppement or the Reseller from which they were purchased.2.5. If TVPaint Dveloppement provides or makes available to the Licensee additional resources associated with the Software, such as corrections, patches, specific services, temporary modifications, updates or upgrades or User Documentation, (a) these additional resources may include or be governed by other provisions that are additional to or different from those set out in this Agreement (including, in particular, fees, license conditions or additional or different limitations on use), which the Licensee undertakes to respect, or (b) if these additional resources are not governed by other provisions, they will be governed by the same provisions as those of the License (including, in particular, the licenses and the License Type).2.6. The Licensee is authorised to make a single archival copy of the Software in machine-readable form, solely for backup purposes. The Licensee must reproduce on this copy all copyright notices and other legal ownership notices that are found on the original version of the Software. 2.7. The Licensee authorises TVPaint Dveloppement to check its use of the Software to ensure respect of the terms of this agreement. This check may be carried out at any time, on the condition that reasonable advance notice has been given. If this check establishes that use of the Software does not totally comply with the terms of this agreement, the Licensee shall reimburse TVPaint Dveloppement for the full amount of the costs incurred for this check, to a reasonable amount, and face any proceedings that TVPaint Dveloppement may bring against the Licensee as a consequence of this non-compliance.2.8. Obligatory activation of the product. The license rights granted by this EULA are limited to a period of fourteen (14) days from the first installation of the Software if the Licensee does not provide the information required to activate its copy under license in accordance with the procedure described at the time of installation of the Software. Activation of the Software may require the use of an Internet connection or telephone; expenses may consequently apply. This Software includes technologies designed to prevent any illegal or unlicensed use. The Licensee authorises TVPaint Dveloppement to use these technologies and undertakes to adhere to the conditions related to these technologies. If the Licensee modifies its hardware configuration, the Software may have to be re-activated.Once the recommended activation period has expired, the rights of use of the Software will be limited until the Software is activated.The Software must be updated from time to time and it will be necessary to download these updates via the TVPaint Dveloppement internet site. Information on the activation of the license may then be transferred, such as the lock code and unlock code.If the software is not correctly activated and registered, the Software's functionality may be affected. For example, it may be necessary to reinstall the Software and make a new request for the activation codes.Furthermore, you can only obtain Software updates from TVPaint Dveloppement; Resellers and other entities are not authorised to provide them.2.9 Effect of activation codes: The Licensee acknowledges and agrees that receipt of an activation code (provided to the Licensee in error or otherwise) does not constitute evidence and will not affect the scope of any license rights. The Licensee shall only enjoy the rights set out in this Agreement and the applicable license identification.3. License limitations and prohibition3.1 In cases others than those set out in Section 2, the making or distributing of copies of the Software or electronically transferring the Software over a network or from one computer to another is prohibited.3.2. The Licensee is not authorised to alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble or otherwise reduce the Software to a comprehensible form. This limitation does not apply to decompilation for the purposes of interoperability set out in Article L 122-6-1 of the French Intellectual Property Code.3.3. In cases other than those set out in this Agreement, the Licensee is not authorised to distribute, rent out, loan, lease, sell, sub-license, transfer or provide in any other fashion all or any of the components of the Software to any natural or legal person, saving express provisions to the contrary within this Agreement or express written authorisation from TVPaint Dveloppement.3.4. The Licensee is not authorised to install, access or allow installation or access to the software over the internet or on another non-local network, including, in particular, its use as part of a wide area network (WAN), a virtual private network (VPN), virtualisation, Web hosting, in time sharing, as part of an office service, software as a service, a dematerialisation service or technology or other.3.5. The Licensee shall not carry out and shall not allow or aid third parties to carry out prohibited uses or activities. Any unauthorised use and any installation of the Software outside the scope of the applicable license (including, in particular, outside the License Type) or in a manner that is not in accordance with this Agreement, shall constitute or amount to a violation of the intellectual property rights of TVPaint Dveloppement, as well as a breach of this Agreement. The Licensee shall immediately inform TVPaint Dveloppement of any unauthorised use or other installation or unauthorised access.3.6. The Licensee is prohibited from (i) using any equipment, device, software or other means to (or designed to) circumvent or remove any form of technical protection used by TVPaint Dveloppement for Software usage. The Licensee may not use any equipment, device, software or other means to (or designed to) circumvent or remove any restrictions on use, or to activate any functionalities of the Software deactivated by TVPaint Dveloppement.3.7. In cases other than those set out in this Agreement, the Licensee is not authorised to modify the Software or to create any derivative works of the Software, or to remove, modify or hide any mention, label or mark of TVPaint ownership.3.8. The Education versions should under no circumstances be used or distributed for commercial purposes.Only students, schools and training institutions shall be authorised to buy and use education licenses.Students in possession of an Education License may continue to use it once their studies have finished. However, use of the education license may only be made for strictly personal purposes for the execution of self-employed work and may not be used by or on behalf of another entity.3.9. In cases other than those set out in this Agreement, the Licensee is not authorised to (A) install or use, as a whole, more than one copy of the Trial Version of the Software; (B) download the Trial Version of the Software by using more than one identifier; (C) disseminate the results of software performance assessments obtained from the Trial Version to third parties without the prior written agreement of TVPaint Dveloppement or; (D) use the Trial Version of the Software for purposes other than establishing whether or not you wish to purchase the license for the commercial or education version of the software; notwithstanding the above, the installation or use of the Trial Version of the Software for the purposes of commercial training is strictly prohibited. (E) More generally, the Trial version may under no circumstances be used for commercial purposes.3.10. The Licensee is authorised to use the not for resale or NDR Trial Version of the software only for the purposes of testing and evaluating the Software or trialling it in the case of an agreement with TVPaint Dveloppement.3.11. The Licensee is not authorised to use the Software to develop an application with the main function the same as that of the Software.3.12. In the event of failure to respect the terms of this EULA, TVPaint Dveloppement reserves the right to terminate the license subject to 8 calendar days' notice from the day when the Licensee is informed of the former's intention. In such a case, the Licensee will be obliged to destroy all copies of the Software.4. TitleThe aforementioned license grants to the Licensee a limited license to use the Software. TVPaint Dveloppement holds all rights, titles and interests, including intellectual property rights and copyright in relation to the Software (as an independent work and one that is the basis for an application which the Licensee is likely to develop) and all copies of the Software. TVPaint Dveloppement reserves all rights that are not specifically granted in this EULA including the rights arising from federal and international treaties on intellectual property.5. ConfidentialityThe Licensee acknowledges and agrees that the Licensee (and third parties acting on its behalf) may provide, and that TVPaint Dveloppement and its Resellers (and third parties acting on behalf of TVPaint Dveloppement and its Resellers) may obtain certain information and data with regard to the Licensee (including, in particular, personal data) and its activity within the framework of this Agreement, including, in particular, information and data provided or obtained by TVPaint Dveloppement and its Resellers (or third parties acting on behalf of TVPaint Dveloppement and its Resellers), via the customer information form or otherwise, at the time of ordering, registering, activating, updating, validating the right to or checking of installation. The Licensee hereby accepts that TVPaint Dveloppement shall retain, use and store this information and data (including, in particular, personal data, if relevant).6. Limited warranty and limitation of liability a. With the exception of the Trial Version or the Not For Resale or NDR version of the Software, TVPaint Dveloppement guarantees that, for a period of ninety (90) days from the date of purchase (proven by your invoice): (A) the Software shall operated in accordance with the associated documentation, on the condition of being used with the recommended hardware requirements; and (B) the hardware on which the Software is provided not having any defects in materials or workmanship as far as normal usage is concerned.b. TVPAINT DEVELOPPEMENT DOES NOT PROVIDE ANY EXPRESS OR TACIT REMEDY OR GUARANTEE, IN RELATION TO THE SAMPLE APPLICATION CODE, THE TRIAL VERSION AND NOT FOR RESALE VERSION OF THE SOFTWARE. THE SAMPLE APPLICATION CODE, TRIAL VERSION AND NOT FOR RESALE VERSION ARE PROVIDED AS IS.c. IN CASES OTHER THAN THOSE SET OUT ABOVE FOR THE LIMITED GUARANTEE OF THE SAMPLE APPLICATION CODE AND TRIAL AND NOT FOR RESALE VERSIONS, TVPAINT DEVELOPPEMENT AND ITS SUPPLIERS DECLINE ANY EXPRESS, TACIT OR OTHER WARRANTY AND REPRESENTATION, INCLUDING WARRANTIES OF MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY THERE IS NO NON-INFRINGEMENT GUARANTEE AND TITLE OR PEACEFUL ENJOYMENT GUARANTEE. TVPaint Dveloppement does not guarantee that the software is exempt from errors and that it will operate without interruption. NO RIGHT OR REMEDY UNDER ARTICLE II. 1 OF THE UNIVERSAL COPYRIGHT CONVENTION WILL BE GRANTED TO THE LICENSEE UNLESS EXPRESSLY STIPULATED IN THIS AGREEMENT. The software is not designed, planned or granted under license to be used in dangerous environments that require safety checks, including but not limited to environments for the design, construction, maintenance or operation of nuclear installations, air navigation or communication systems, air traffic control, life support systems and armaments. TVPaint Dveloppement specifically declines any express or tacit warranty of fitness for these purposes.d. IN SOME CASES, THE LAW REQUIRES GUARANTEES ON THE SOFTWARE. THESE GUARANTEES ARE LIMITED TO A DURATION OF NINETY (90) DAYS FROM THE DATE OF PURCHASE.e. No information or oral or written advice provided by TVPaint Dveloppement, its Resellers, distributors, agents or employees creates any warranty or extends in any way the scope of the warranty GIVEN HERE.7. Exclusive judicial remedyIn accordance with the above, the exclusive judicial remedy is to return the Software to the place where it was purchased with a description of the problem. On condition of informing TVPaint Dveloppement in writing of non-compliance under the warranty above within ninety (90) days from the date of purchase, TVPaint Dveloppement undertakes to make reasonable commercial efforts to provide a replacement copy of the Software in accordance with the documentation, or replace the defective product. TVPaint Dveloppement reserves the right to choose one of these options. TVPaint Dveloppement declines any liability if the Software has been altered in any way, if the product has been damaged following incorrect usage, accident, abusive use, modification or erroneous application, or if the damage arises from use of the Software with a hardware configuration other than that recommended. Any accident, incorrect use, abusive use, modification or erroneous application of the Software shall annul the aforementioned warranty. THIS REMEDY IS THE SOLE, EXCLUSIVE REMEDY IN THE EVENT OF BREACH OF THE EXPRESS OR TACIT WARRANTIES IN RELATION TO THE SOFTWARE AND ASSOCIATED DOCUMENTATION.8. LIMITATION OF LIABILITYTVPAINT DEVELOPPEMENT AND ITS SUPPLIERS DECLINE ANY LIABILITY TOWARDS THE LICENSEE OR THIRD PARTIES IN THE EVENT OF INDIRECT, SPECIAL, ACCIDENTAL, DISSUASIVE, COVER OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGE DUE TO INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF USE, LOSS OF PROFIT, INTERRUPTION OF BUSINESS, ETC) LINKED TO THE USE OR INABILITY TO USE THE SOFTWARE. THIS LIMITATION OF LIABILITY IS BASED ON ALL THEORIES OF LIABILITY, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, MISCONDUCT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER, EVEN IF TVPAINT DEVELOPPEMENT OR ITS REPRESENTATIVES HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF ANY LIMITED REMEDY SPECIFIED HERE IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE.9. Basis of offerThe limited warranty and limitation of liability, exclusive remedies and limited liability referred to above constitute the basic grounds on which the agreement between TVPaint Dveloppement and the Licensee is based. TVPaint Dveloppement would not be in a position to provide the Software on an economic basis without such limitations. The limited warranty and limitation of liability, the exclusive remedies and limited liability have no consequences in terms of TVPaint Dveloppement's licensors' advantages.10.Language of the AgreementThe French version of this Agreement has contractual value. It shall prevail in the event of inconsistencies or contradictions between the French version and any translations. 11. InterpretationAny ambiguities contained in this Agreement may not be interpreted to the detriment of the party that drew up the Agreement.12. End users solely consumersThe warranty and liability limitations and exclusions set out in this EULA do not affect statutory rights of consumers, namely persons who purchase the goods not as part of any professional activity.The warranty, remedy and liability limitations and exclusions set out in this EULA are only applicable to the Licensee to the extent that these limitations or exclusions are authorised by the laws of the jurisdiction of your place of residence. 13. General provisions This EULA is governed by the domestic laws of France, without giving effect to its principles of conflict of laws. The Licensee hereby accepts the exclusive authority of the jurisdiction and courts of France. The Metz courts alone will be competent in the event of legal proceedings in relation to this EULA. In any case, this EULA will be interpreted and applied independently of the United Nations Convention on Contracts for the International Sale of Goods.No reseller, agent or employee of TVPaint Dveloppement is authorised to make any amendments to anything set out in this EULA.If one of the parts of this EULA is deemed contrary to law by a court of competent jurisdiction, this part would be applied to the extent possible and the other parts of this EULA would remain perfectly applicable.Any questions regarding this agreement should be addressed to: TVPaint Dveloppement, 45 rue Sente My, 57000 Metz, France.TVPaint Dveloppement and the other trademarks contained in the Software are registered trademarks of TVPaint Dveloppement in France and/or other countries. Third-party trademarks, trade names, product names and logos may be registered trademarks of their respective holders. The Licensee is not authorised to withdraw or amend the trademarks, trade names, product names, logos, copyright notices or other exclusive marks, legends, symbols or labels on the Software. This EULA does not authorise the Licensee to use the name of TVPaint Dveloppement or its licensors, or their respective brand marks, without authorisation. 1991-2015 TVPaint Dveloppement. All rights Reserved. IDDN.FR.001.250005.007.R.P.1991.000.21000.4.6.0.7.5.