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FUSE END USER LICENSE AGREEMENT
READ THIS ENTIRE END USER LICENSE AGREEMENT FOR THE APPLICATION (“AGREEMENT”) BEFORE YOU USE THE APPLICATION. BY DOWNLOADING AND USING THIS APPLICATION, YOU AGREE TO ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with the terms and conditions of this Agreement, do not install or use the Application.
In return for acquiring a license to use the Application (as defined below), you (“User”) agree to the following terms and conditions:
This Agreement is made by and between Mixamo, Inc. (“Mixamo”) with its principal place of business at 2415 3rd Street, Unit 239, San Francisco, CA 94107 and User, any individual person who downloads the Application from the Website.
1.1 “Application” means the free beta software application program called Fuse that is jointly marked as a Mixamo and Stanford University product, including bug fixes, updates, upgrades, modifications, enhancements, supplements, revisions, new releases and new versions of such software program that are made available to User, and the free default Content Pack that is included with the Application.
1.2 “Content” means a file in FBX, OBJ or Collada format containing data owned by or licensed to Mixamo that is designed for use in connection with the Application.
1.3 “Content Pack” means any free or for purchase collection of Content, including but not limited to the default free Content Pack that is included with the Application.
1.5 “Embedded Content” means Content that User has exported from the Application and embedded in a User product in such a manner that such Content cannot be extracted from the User product and used as standalone Content without the use of reverse engineering tools or techniques. For avoidance of doubt, Embedded Content is Content that is not intended to allow further use, reproduction, modification, or distribution outside or apart from the User product containing such Content.
1.6 “Website” means the website from which the User downloaded the Application.
2. License Grant.
2.1 License. Subject to User’s compliance with the terms and conditions of this Agreement, Mixamo grants User a personal, non-exclusive, non-sublicensable and non-transferable license to use the Application.
2.2 Restrictions. User shall not (i) modify, reverse engineer, copy, reproduce, republish, upload, or (ii) rent, lease, sell, transmit, sublicense or otherwise distribute the Application, without the prior express written consent of Mixamo.
2.3 License to Content; Distribution of Embedded Content. Subject to User’s compliance with the terms and conditions of this Agreement, Mixamo grants User a personal, non-exclusive, non-sublicensable and non-transferable license to export Content from the Application for the sole purpose of embedding the selected Content into a User product. User may, however, make modifications to the exported Content, including but not limited to with the assistance of the animation services available on the Mixamo website, prior to embedding such Content in a User product. User may reproduce and distribute Content to User’s customers only in the form of Embedded Content that has been incorporated into a User product. User agrees that standalone Content that is not Embedded Content may not be resold, published or distributed to third parties, and such resale, publication and distribution of Content that is not Embedded Content is strictly prohibited.
3. Proprietary Rights.
Other than the rights granted herein, Mixamo retains all right, title and interest in and to the Application and the Content. User shall have no rights to modify or make derivative works of the Application. Except as expressly granted in Section 2, no license, right or interest in any Mixamo patent, trademark, copyright, trade name or service mark is granted hereunder. Absent a written grant of rights greater than that contained in Section 2, all other rights or sub-divisions of rights generally included in a copyright are excluded from this license and remain the property of Mixamo. User agrees not to (i) rent, lease or distribute the Application or, except as expressly permitted herein, the Content; or (ii) export the Application or the Content in violation of U.N. embargoes or U.S. laws and regulations.
4. User Information.
User acknowledges and agrees that Mixamo may view and use internally work created by and information provided by User in connection with the Application and may also disclose such work and information if required to do so by its licensors or by law or in the good faith belief that such disclosure is reasonably necessary to: (a) comply with legal processes; (b) enforce this Agreement; (c) respond to claims that any User work violates the rights of third-parties; or (d) protect the rights or intellectual property of Mixamo and its users.
5. Term and Termination.
This Agreement shall be effective upon User’s download of the Application, and shall terminate automatically, and without notice, upon User’s breach of any term of this Agreement. Upon termination of this Agreement, User shall (i) immediately cease use of the Application, (ii) destroy all copies of the Application and (iii) provide written notification to Mixamo that User is not in possession of any copies of the Application. Section 2.3 (License to Content; Distribution of Embedded Content), Section 3 (Proprietary Rights), Section 4 (User Information), Section 5 (Term and Termination), Section 6 (Disclaimer of Warranties), Section 7 (Waiver of Consequential Damages), Section 8 (Limitation of Liability), Section 9 (Injunctive Relief) and Section 12 (Entire Agreement) shall survive termination of this Agreement. Following termination of this Agreement, User may continue to use Content that User has exported from the Application prior to termination and may continue to distribute Embedded Content pursuant to Section 2.3 (License to Content; Distribution of Embedded Content).
6. Disclaimer of Warranties.
THE APPLICATION AND THE CONTENT IS SUPPLIED UNDER THIS AGREEMENT “AS IS,” WITHOUT WARRANTY OF ANY KIND OR NATURE. MIXAMO, ON BEHALF OF ITSELF AND ITS LICENSORS, DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES RELATIVE TO THE APPLICATION AND THE CONTENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
MIXAMO MAKES NO WARRANTY TO USER THAT (I) THE QUALITY OF THE APPLICATION OR THE CONTENT WILL MEET EXPECTATIONS AND (II) ANY ERRORS IN THE APPLICATION OR THE CONTENT WILL BE CORRECTED. THE APPLICATION AND THE CONTENT IS DOWNLOADED AND USED AT USER'S OWN DISCRETION AND RISK AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND USE OF THE APPLICATION OR THE CONTENT. USER ACKNOWLEDGES THAT THE APPLICATION DOWNLOADED FROM THE WEBSITE IS EXPERIMENTAL AND THAT MIXAMO MAKES NO WARRANTIES OR REPRESENTATIONS FOR, AND USER AGREES TO ASSUME ALL RISKS WITH RESPECT TO DOWNLOADING AND USING SUCH APPLICATION AND RELATED CONTENT.
7. Waiver of Consequential Damages.
UNDER NO CIRCUMSTANCES SHALL MIXAMO OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA OR COSTS OF SUBSTITUTE GOOD, THAT RESULT FROM THE USE OF OR INABILITY TO USE THE APPLICATION, THE CONTENT OR RELATED DOCUMENTATION, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, EVEN IF MIXAMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Limitation of Liability.
FOR THE AVOIDANCE OF DOUBT, IN NO EVENT WILL MIXAMO OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES TO USER IN CONNECTION WITH THE DOWNLOAD OR USE OF THE APPLICATION OR THE CONTENT.
9. Injunctive Relief.
User acknowledges and agrees that due to the unique nature of the Application and the Content, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to Mixamo, and therefore, that upon any such breach or any threat thereof, Mixamo shall be entitled to appropriate equitable relief to protect Mixamo’s intellectual property rights, and to enforce the terms of the license grant in Section 2, without the necessity of posting a bond, in addition to whatever remedies it might have at law.
If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement.
11. No Assignment.
User may not assign this Agreement or any of the rights granted by Mixamo hereunder, in whole or in part, without the prior written consent of Mixamo, and any attempt to do so shall be void. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
12. License for Valve Characters.
This program may contain characters from the game Team Fortress 2 under license from Valve Corporation. You may incorporate these in your noncommercial artwork or videos (see http://www.valvesoftware.com/videopolicy.html). You may not use them for any commercial purposes, or include them in any kind of interactive content, such as games, without our explicit written permission.
13. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements or representations, oral or written, regarding such subject matter. This Agreement shall be governed by the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents, without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods. The failure by Mixamo to exercise any right hereunder shall not operate as a waiver of Mixamo’s right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement is personal to User and may not be assigned or transferred in whole or in part by User without prior written consent from Mixamo. Any attempt, without such consent, to assign or delegate any rights, duties or obligations which arise under this Agreement will be void and of no effect. Any permitted assignment shall be binding on the representatives, successors and assigns of the parties hereto.