Shapeshift3D End-User License Agreement
This agreement is a binding legal agreement between Technologies Shapeshift 3D Inc. (“Shapeshift”, “we”) and the user of the Shapeshift 3D software (the “Software”).
By selecting the “I agree” button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Shapeshift material,
(i) you accept this Agreement on behalf of the entity for which you are authorized to act (e.g., an employer, a client) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement);
(ii) if there is no such entity for which you are authorized to act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by this Agreement;
(iii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this Agreement on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.
The Software is subject to additional terms and condition set forth in the Licence agreement between Shapeshift and its customer.
1. Grant of Licence
Shapeshift hereby grants you a limited, revocable, non-sublicensable, non-exclusive, non-transferable licence to use the Software only as authorized by our customer, subject to the terms and conditions of this agreement, and to the terms and conditions of our agreement with our customer.
Shapeshift also grants you the right to reproduce the manuals and other documents available online relating to the installation and use of the Software (the “Documentation”) in association with authorized copies of the Software for the sole purpose of using the Software in accordance with this agreement.
The Software and Documentation are licenced, not sold. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licences to the Software.
This Agreement does not grant you any rights whatsoever in connection with Shapeshift trademarks. Shapeshift reserves all rights not expressly granted under this agreement.
2. IP Licence.
If you want to use the Files for commercial purposes (including the distribution, for free or against payment, of goods manufactured using the Files) you may contact us at email@example.com.
3. Limits to Use
You may not:
(i) use the Software for any illegal purpose or in any way that contravenes laws and regulations applicable in Canada or in any jurisdiction where the Software is used;
(ii) use the Software to infringe or facilitate the infringement of any third-party intellectual property right;
(iii) reproduce, transmit or provide access to the Software on any computer that is not authorized under this Agreement, either because it is not owned or controlled by our customer, because it exceeds the limits on copying and use set by our customer’s Licence agreement or for the benefit of any person that is not an authorized user;
(iv) loan, sell, or otherwise distribute all or any part of the Software or Documentation;
(iii) reverse engineer, decompile or disassemble the Software in whole or in part, or create any derivative works from or sublicence any rights in the Software or provide your assistance to any effort of a third party to do so;
(iv) modify or alter in any manner the Software or the Documentation or take part in any such an effort initiated by a third party; and
(v) access the source code of the Software.
4. Technical Support
This agreement does not entitle you to any technical support or other professional services from Shapeshift. Shapeshift’s obligations regarding technical support, if any, are covered in its agreement with its customer.
You acknowledge and agree that Shapeshift is the sole owner of the Software and Documentation, including improvements made based on the feedback you may provide about the Software or Documentation (“Improvements”). You hereby agree you will make no claims of intellectual property rights to such Improvements or to such modified software, programs, data structure or other intellectual property created pursuant to Improvements, and where Shapeshift is not by law the first owner of such Improvements, You hereby assign and transfers to Shapeshift any and all right, title and interest you have or may have in the Improvements.
6. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SHAPESHIFT BE HELD LIABLE FOR ANY LOSS OR DAMAGE, DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL RESULTING FROM YOUR USE OF THE SOFTWARE AND DOCUMENTATION OR YOUR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, THE LOSS OR ALTERATION OF DATA OR LOSS OF PROFIT, AND ALSO PERSONAL INJURY, INCAPACITATION, ILLNESS OR DEATH BY SOMEONE WHO USES DEVICES CUSTOMIZED WITH THE SOFTWARE. THIS EXCLUSION OF THE LIABILITY OF SHAPESHIFT WILL PREVAIL EVEN WHEN YOU ADVISE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
7. No Warranty
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU "AS IS" AND SHAPESHIFT MAKES NO EXPRESS WARRANTIES TO YOU AND DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO SOFTWARE AND DOCUMENTATION.
YOU ACCEPT RESPONSIBILITY FOR THE USE OF THE SOFTWARE AND THE RESULTS OBTAINED THEREFROM. YOU AGREE THAT, AS PART OF YOUR USE OF THE SOFTWARE, YOU ARE RESPONSIBLE FOR ANY DIRECT AND/OR INDIRECT CONSEQUENCES OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE.
Shapeshift agrees to indemnify and hold you harmless from claims by third parties alleging that the Software infringes such third party's Canadian copyright or trademark and shall pay damages finally awarded by a court of competent jurisdiction against you for such a claim or, if such claim is settled, the settlement amount, provided that prompt notice of such claim is given to Shapeshift, that Shapeshift is given sole control of the defense of such claim and that you cooperate reasonably with Shapeshift. This is your sole and exclusive remedy for any claims of intellectual property infringement by third parties.
You agree to indemnify and hold harmless Shapeshift and its affiliates, employees and representatives for any damages or losses (including reasonable legal counsel fees and expenses) arising from your use of the Software in breach of this agreement.
9. Personal Data
Shapeshift may from time to time collect information or data from your use of the software and use such data in compliance with Shapeshift’s agreement with its customer. Any inquiry about the use of personal data collected through the software should be directed at Shapeshift’s customer.
10. Export Controls
Export laws and regulations of Canada and any other relevant local export laws and regulations apply to the Software. You agree that such export control laws govern your use of the Software (including technical data) and any services or deliverables provided under this Agreement, and you agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, program and/or materials resulting from the Software and Documentation will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.
11. Term and Termination
This agreement shall be in force as soon as you install or use the Software and continue until it is terminated by Shapeshift or the Software is no longer licenced to you.
If you breach any of the terms and conditions of this agreement, this agreement and your right to use the Software shall be automatically terminated.
Upon termination of this agreement, you undertake to discontinue your use of the Software and the Documentation and to destroy any copies made by you, as the case may be.
12. No Waiver
If Shapeshift fails, at any time during the term of this agreement, to insist upon strict performance of any of your obligations under this agreement, or if Shapeshift fails to exercise any of the rights or remedies to which it is entitled under this agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
13. Governing Law
This agreement is governed and will be construed in accordance with the laws applicable and in force in the Province of Quebec, Canada. Any dispute regarding this agreement or your use of the Software shall be brought exclusively before the competent courts of the Province of Québec, sitting in the district of Montréal.
The parties confirm hereby that they each require that this agreement and all documents and notices in connection therewith be drawn up in English. Les parties reconnaissent par les présentes que chacune d’elles a exigé que cette convention et tout document ou avis y afférent soient rédigés en anglais.