End-user Technology License Agreement for
HYVE-3D
End-user Technology License Agreement for
HYVE-3D
This license Agreement (the “Agreement”) is a legal agreement between you and Systèmes Hybridlab (“Hybridlab”) (9311-4023 Québec inc.) regarding your use of the technology named (Hybrid Virtual Environment 3D) Hyve-3D and all related documentation and other materials, including but not limited to the Hyve-3D hardware (spherical concave fabric screen, adapted table, optical mirror) and Hyve-3D software (collectively referred to as the “Technology”). The Hyve-3D software transacted through this Agreement is licensed, not sold, to you for use only under the terms of this Agreement. For more precision, it is understood that Hybridlab is selling to you the Hyve-3D hardware, these shall remain yours, but these must only be used in association with the Hyve-3D software. Hybridlab reserves all rights not expressly granted to you.
When you install or use the Technology under this Agreement you acknowledge that you have read this Agreement, understand it, and agree to be bound by each of its terms. If you act on behalf of a company or other entity, you warrant that you are fully authorized to enter into this Agreement on behalf of that company or other entity. Please note that “you” shall include your duly authorized users, namely your employees, as the case may be.
BEFORE YOU CLICK ON THE "I ACCEPT" BUTTON HEREUNDER, PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Scope of the License. This Agreement is a limited license. In consideration of your payment of the applicable Annual License Fee (as defined below), Hybridlab grants to you a limited, personal, non-exclusive, non-assignable right to use the Technology solely as described in this Agreement. The rights granted to you pertaining to the Technology may not be sublicensed to, commercially distributed or shared with any other party, without the prior written consent of Hybridlab. This Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, functions or licenses in respect of the Technology. You may not rent, lease, lend, sell, redistribute or sublicense the Technology. You may not copy (except as expressly permitted by this Agreement for back purposes, archival or disaster recovery purposes), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Technology, or of any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Technology). Any attempt to do so is a violation of the rights of Hybridlab and its suppliers. If you breach this restriction, you may be subject to prosecution and damages.
Term. This Agreement shall commence on the installation day of the Technology and, unless sooner terminated as provided hereunder, shall expire twelve (12) months thereafter (the “Initial Term”). Subject to the payment of the applicable Annual License Fee, at the end of the Initial Term and of any renewal, as the case may be, this Agreement shall be automatically renewed for a period of twelve (12) months (“Renewal Period”) with the same terms and condition except for the annual license fee that may be increased yearly. (Initial Term and Renewal Period collectively referred to as the “Term”).
Termination. This Agreement is effective until it is terminated by you or Hybridlab. Your rights under this Agreement will terminate automatically without notice from Hybridlab if you fail to comply with any term (s) of this Agreement. Upon termination of this Agreement, you shall cease all use of the Technology and destroy all copies of the Hyve-3D software.
Annual license fee. This Agreement granted to you is subject to the payment of the annual license fee indicated in the invoice sent by Hybridlab (hereinabove and hereafter the “Annual license fee”). Three (3) months prior to the expiration of the Initial Term or of any Renewal Period, Hybridlab shall send you an invoice on which the Annual license fee will be indicated. This invoice shall be paid by you upon receipt or at least ten (10) days prior to the expiration of the Initial Term or of any Renewal Period.
Intellectual Property. This Technology is protected by international intellectual property treaty and other laws. All or part of the Technology may have been patented or copyrighted by Hybridlab or third-party providers. Patent or copyright notices have been included in the Technology and in the Hyve-3D software for protective purposes and such notices shall not be construed as causing the publication of the Hyve-3D software. You agree that the Technology contains valuable proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, patent and industrial design and that you will not use such proprietary content, information or materials in any way whatsoever, except for permitted use allowed in this Agreement. All appropriate copyright and other proprietary notices, trademark and legends shall be retained on all parts of the Technology. You shall maintain and reproduce such notices on any and all copies made pursuant to this Agreement.
Acknowledgement, Maintenance of Confidential Information: You hereby acknowledge and agree that the Technology is constituted of and contains confidential information and trade secrets of Hybridlab and/or its suppliers, embodying substantial creative efforts. Accordingly, you agree not to use part or all of the confidential information for your own benefit, to create, among other things, a derived product or a product in competition with the Technology, or to permit a third party the use or to have access to the confidential information, without Hybridlab’s prior written approval. You agree to treat, and take precautions to ensure that your employees treat, the Technology and all documentation as confidential in accordance with the confidentiality requirements and conditions set forth below. You agree to keep confidential all confidential information disclosed to you in accordance herewith, and to protect the confidentiality thereof in the same manner you protect the confidentiality of similar information and data of your own (at all times exercising at least a reasonable degree of care in the protection of confidential information); unless otherwise compelled to disclose such confidential information by a competent tribunal and after having promptly notified you of such request for disclosure. The confidential obligations under this section will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
Open source. The Technology includes in its Hyve-3D software (including, without limitation, programs, applications, tools utilities, libraries and other programming code) components that are made available from third parties under a free or open source software licensing model (jMonkeyEngine) which are protected under a Copyright © 2003-2016 jMonkeyEngine. All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted under certain conditions. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Such component is included in the software is redistributed by Hybridlab under the term of the applicable license for such component; your receipt of the component as the case may be neither enlarges nor curtails your rights or obligations defined by the open-source license. Open source code is referenced hereto.
Limited Warranty and Disclaimer. Hybridlab warrants that the Technology will perform in all material respects to its published specifications when operated on and with the equipment specified and if it is installed by Hybridlab approved personal. Given that the spherical concave screen is made of fabric, it may be wrinkled by the transportation and the seams may be visible or apparent. It takes a few weeks before the wrinkles disappears when properly installed. Disassembly, changes, modifications to the Technology or to its installation or if the Technology is moved or transported to another environment by someone not duly trained by Hybridlab or not expressly approved by Hybridlab causes the warranty to becomes void. Hybridlab’s entire liability and your exclusive remedy for a breach of the preceding limited warranty shall be, at Hybridlab’s option, either (a) reimbursement of the Annual license fee and the termination of this Agreement, or (b) providing a fix, patch, work-around, or replacement of the Technology. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARE MADE BY HYBRIDLAB. EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. HYBRIDLAB DOES NOT WARRANT THAT THE FUNCTIONS OF THE TECHNOLOGY WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE TECHNOLOGY WILL BE CORRECTED BY HYBRIDLAB. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE TECHNOLOGY.
Limitations of the Technology and Disclaimer. The results obtained by the use of the Technology are NOT guaranteed. You acknowledge that the performance of the Technology is subject to the conditions and settings of your Equipment. Therefore you understand and accept that an update, upgrade or the resolution of a digital instrument such as the computer or the projector may affect the performance of the Technology. You also acknowledge that the use of the Technology may depend on a Wi-Fi or an Internet connection for which Hybridlab cannot guarantee an uninterrupted access or the level of performance of the Technology. This Technology is not designed, developed, tested or intended to be reliable in the context of high precision environment. The images provided by the Technology are not exact nor proportionate. THEREFORE, THE TECHNOLOGY SHALL ONLY BE USED FOR ILLUSTRATIVE, VISUALIZATION AND SIMULATION PURPOSES ONLY. This Technology cannot be used to provide medical diagnostics or to provide professional services that require precision. THE SOFTWARE WILL NOT PROVIDE FULL DESIGN AND SPECIFICATION FUNCTIONALITY. YOU ACKNOWLEDGE THAT IT SHALL BE USED MERELY AS A COMPLEMENTARY, PRELIMINARY SKETCHING TOOL TO A THIRD PARTY CAD SOFTWARE FOR PRECISE MATHEMATICAL AND MEASUREMENT DRAWINGS/CALCULATIONS. BE AWARE THAT THE USE OF THE TECHNOLOGY (THE 3D EFFECT) MIGHT AFFECT CERTAIN INDIVIDUAL AND CAUSES DIZZINESS, LIGHTHEADEDNESS, DAZE, VERTIGO AND FATIGUE. IN NO CASE, SHALL HYBRIDLAB BE LIABLE FOR ANY SIDE EFFECTS OR INCONVENIENT OR DAMAGES SUFFERED BY YOU, YOUR AUTHORIZED USERS OR ANY OTHER THIRD PARTY THAT ARE RELATED OR ARISING FROM THE USE OF THE TECHNOLOGY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE TECHNOLOGY IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TECHNOLOGY PROVIDED BY HYBRIDLAB IS PROVIDED "AS IS" AND “AS AVAILABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HYBRIDLAB OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE TECHNOLOGY PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. IN NO EVENT SHALL HYBRIDLAB OR THEIR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE TECHNOLOGY, EVEN IF HYBRIDLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL HYBRIDLAB BE LIABLE FOR ANY DIRECT DAMAGES ARISING OUT OF YOUR USE OF THE TECHNOLOGY. IN NO EVENT WILL HYBRIDLAB BE LIABLE TO YOU, YOUR AUTHORIZED USER OR ANY THIRD PARTY FOR DAMAGES IN AN AMOUNT GREATER THAN THE FEES PAID FOR THE USE OF THE TECHNOLOGY. Hybridlab is not liable for the equipment that should be provided by you (such as handheld or mobile device, digital tablet, projector or any other material required (the “equipment”) for the use along with the Technology. Hybridlab shall not be liable to you for any claim which is based upon the use of the Technology, or any part of it, in connection with equipment, software, or devices not furnished by Hybridlab, or in any manner for which the Technology was not designed, or in any manner for which the Technology has been modified by or for you. You are responsible for the selection of equipment to achieve the intended results, use of the equipment and the results obtained therefrom. You agree to indemnify and hold Hybridlab and its suppliers harmless with respect to all claims, including those by third parties, arising out of your use of the Technology or the use of the results of the operation of the Technology.
No provision of this Agreement shall exclude or limit in any way (1) the liability of either party for death or personal injury caused by negligence or (ii) your liability for excess usage and/or any breach of intellectual property rights in the Technology.
Intellectual Property Right Infringement. If a claim alleging infringement of an intellectual property right arises from a third party concerning the Technology (including but not limited to patents, trade secrets, copyright or trademark rights), Hybridlab in its sole discretion may elect to defend or settle such claim, and/or terminate this Agreement and all rights to use the Technology, and require the return or destruction of the Technology, with a refund of the fees paid for use of the Technology in the last twelve (12) months less a reasonable allowance for use and shipping.
Miscellaneous. This Agreement is the entire agreement between you and Hydriblab with respect to the use of the Technology, and supersedes any previous oral or written communications or documents. Notwithstanding the termination of this Agreement, all indemnities, warranties, restrictions and duties of confidentiality and non-disclosure in this Agreement will continue in full force and effect to the extent required for their full observance and performance. This Agreement is governed by the laws of the province of Quebec and the ones applicable in Canada. In the event of any dispute arising under this agreement you and Hybridlab agree to elect domicile in the judicial district of Montreal, province of Quebec, Canada, for the hearing of any claim arising with respect to the interpretation, application, performance, term, validity or effects of this Agreement. If any provision, or portion thereof, of this Agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. Failure to prosecute a party’s rights with respect to a default hereunder will not constitute a waiver of the right to enforce it with respect to the same or any other breach. This Agreement shall bind you and Hybridlab hereto as well as their respective successors, heirs and assigns. This Agreement shall not be amended or modified except by another written document duly signed by both of you and Hybridlab. You and Hybridlab hereto have expressly agreed that this Agreement as well as all other documents relating thereto is drawn up only in English. Vous et Hybridlab avez expressément convenu que ce contrat de même que tous les documents s’y rattachant sont rédigés en anglais seulement.
HYDRIDLABTM, Systèmes hybridlabtm (above represented), HYVE 3Dtm, HYVE 3D LOGO Tm (above represented) and the design of the circles alone (above represented) marked on the Technology are trademarks of Hybridlab. Any other third party trademarks, trade names, product names and logos maybe the trademarks or registered trademarks of their respective owners.