GAIA-3D ACADEMIC END USER LICENCE

END-USER SOFTWARE LICENSE AGREEMENT (“SLA”) between the company – “Gaia Technologies PLC”, which is granting this license (“GAIA”) and end-user (“Licensee”). By downloading and installing this Software you agree to this SLA.

Version 1.0
Valid date from 1st January 2018

1. DEFINITIONS

“Software” means the GAIA software and the GAIA Content Library, provided to Licensee by GAIA as a download file or installation files provided on physical media including without limitation all content thereon which GAIA has proprietary rights and/or sublicense/distribution rights granted by a third party licensor, and any related materials or documents, and any subsequent revisions provided to Licensee.

“Configuration” means machine/ central processing unit (“CPU”) that operates for the purpose of performing the functions of the Software.

2. SCOPE OF AUTHORIZED USE

2.1 THIS IS A SINGLE MACHINE LICENCE.

The Software is furnished under a, non-transferable, non-exclusive license in executable/object code solely for Licensee’s own use only on the single Configuration which the Software is first used.

Further installations than those defined above are chargeable. Please contact GAIA if you require additional licensed copies of this Software.

2.2 This Software has been provided on the understanding that it is only used for the academic purpose for which it has been supplied. You may display the Software only for your institutions, non-commercial use. This Software must not be used for any other purpose, which includes in any commercial capacity.

You may not remove or alter any copyright, trade mark, service mark or other proprietary notices or legends. You may not use, display, modify, adapt, publish, distribute, retransmit, sell or otherwise provide access to the Software content except as described in this SLA. If you want to reproduce or use the Software content for any purpose or in any manner other than as described above, you will need GAIA’s permission.

2.3 Licensee shall not copy nor permit any party to copy Software, except to make a single copy solely for backup or archival purposes as necessary for use on the Configuration, but only with the inclusion of copyright and proprietary notices. Licensee shall not sublicense or transfer or otherwise make Software available to any third party. Licensee shall not modify, decompile, disassemble or otherwise reverse engineer Software or create derivative works based on the Software. The Licensee may only exercise rights under s50 of the Copyright Designs and Patents Act 1988 or similar legislation if it has first asked GAIA to disclose the required information and GAIA has declined to do so.

2.4 Licensee shall allow GAIA and its nominated representative’s reasonable access to its premises to audit Licensee’s compliance with this EULA.

3. TITLE AND OWNERSHIP; CONFIDENTIALITY

Title to, ownership of the Software and any patent, copyright, underlying trade secret and other intellectual property rights in it or any of its parts shall not transfer to Licensee but shall remain in GAIA or its third party licensors. Software is confidential and proprietary to GAIA and/or its third party licensors and Licensee shall observe the proprietary nature thereof. Licensee shall not disclose, provide or otherwise make available Software or any part (which includes without limitation, database structures and message formats) or copies thereof to any third party. Licensee shall take action by instruction or agreement with its employees who are permitted access to Software, to protect the confidentiality of Software. Licensee shall keep Software and such materials secure, and prevent unauthorised access, copying or use thereof. Licensee agrees to notify GAIA immediately it becomes aware of any unauthorised knowledge, possession, or use of Software or any such materials by any person or entity.

4. LIMITED WARRANTY

4.1 GAIA warrants that all unmodified Software, when used under the conditions described in the applicable GAIA published specifications furnished to Licensee, if any, will conform to GAIA’s published specifications at time of shipment and for a period of ninety (90) days thereafter or when licensed as part of a GAIA tester order as specified in the applicable GAIA quotation for such Software.

GAIA does not warrant that the operation of Software will be uninterrupted or error free or that all errors will be remedied. GAIA does not warrant that Software will meet Licensee’s specific requirements or operate with any hardware or software other than as specified in the GAIA published specification.

4.2 GAIA does not warrant the performance of GAIA products if used with third party products not approved by GAIA.

4.3 Except where such exclusions are prohibited by mandatory law neither GAIA nor any of its third party licensors makes any other representation or warranty regarding the Software, including express or implied warranties of satisfactory quality, merchantability and fitness for a particular purpose and non-infringement of third party rights and all other warranties are hereby expressly disclaimed. Some jurisdictions do not allow the exclusion of implied warranties, so the above limitations may not apply to you. Licensee retains full control over and responsibility for the use of the Software. GAIA does not warrant the merchantability of any of Licensee’s products through the use of the Software. This warranty gives you specific legal rights. You may have other rights, which vary from jurisdiction to jurisdiction.

5. LIMITATION OF LIABILITY

Except where such exclusions are prohibited by mandatory law in no event is GAIA or its third party licensors liable for damages including, but not limited to loss of profits, opportunity, data or for indirect, incidental, special or consequential damages arising out of or in connection with the use or performance of the Software, even if notice has been given of the possibility of such damages. This limitation of liability shall not apply to liability for fraud and death or personal injury resulting from GAIA’s negligence to the extent applicable law prohibits such limitation. Some jurisdictions do not allow exclusions or limitations liability, so this exclusion and limitation may not apply to you. In no event will GAIA or its third party licensors be liable for any amount greater than the initial license fee paid for the Software which allegedly caused the damage, even if GAIA shall have been informed of such damages or of any claim by any third party.

The liability of GAIA for direct damages will be limited to the fees actually paid by you for the affected software; provided, however if the software was provided at no charge to you, the liability of GAIA and its third party licensors and suppliers for direct damages shall be limited to:

5.1 The sum of £10.00 (ten pounds sterling) if the Software is provided to you in the United Kingdom; or
5.2 The sum of $10.00 (ten US Dollars) if the Software is provided to you in the United States or Canada or any United States territory or possession; or
5.3 The sum equivalent to $10.00 (ten US Dollars) in the country in which the Software was provided to you, in the case of any other country.

6 INDEMNITIES

You agree to indemnify and hold GAIA and its subsidiaries, affiliates, officers, agents, co-branders and other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Software.

7. INTELLECTUAL PROPERTY ISSUES

GAIA shall defend any action, suit or proceeding brought against Licensee which alleges that any GAIA proprietary Software infringes a U.S. or U.K. patent or copyright that GAIA is aware of, on the condition that Licensee promptly notifies GAIA in writing as soon as it becomes aware of the possibility of an action and gives GAIA the opportunity, full authority, information and assistance for the defence of the action.

8. TERM AND TERMINATION

8.1 This License shall become effective upon Software shipment and terminate at such time as Licensee discontinues use of Software on the Configuration, or upon sale, lease, or transfer by operation of law or otherwise, of the Configuration.

8.2 If Licensee fails to cure any breach of this SLA, including failure to pay any required license fees, within ten (10) days after receipt of written notice of such breach, the license(s) as to which the breach exists shall be terminated.

8.3 Upon termination of any license, Licensee shall immediately terminate use of Software for which the license has been terminated and immediately either return or destroy all copies of such Software and other proprietary materials and certify in writing as to such destruction or return. Sections 3, 4, and 5, 6 shall survive termination of this SLA.

9. NON-WAIVER

The failure or delay of either party to exercise any right or remedy provided for herein shall not be deemed a waiver of that right or of any other rights or remedies available hereunder.

10 ASSIGNMNET

10.1 You will not transfer or assign this License or Your right to use the Software without GAIA’s prior written consent, and any attempt to do so without such consent will be void and of no effect.

10.2 GAIA may assign this License to any affiliate of GAIA at any time during the term.

10.3 Subject to the foregoing, this License will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11 COMPLETE AGREEMENT

This Licence constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Licence will be binding unless in writing and signed by GAIA. The parties hereto confirm that they have requested that this Licence and all related documents be drafted in English. This SLA shall take precedence over any omitted, conflicting or additional terms in any Licensee purchase order

12 GOVERNING LAW

This SLA shall be governed by English law. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. Licensee’s order documents shall state that the terms and conditions of this SLA are the sole terms and conditions governing such order. If any provision of this SLA is determined to be invalid or unenforceable by a court of competent jurisdiction hereunder, the remaining provisions of this SLA shall not be affected and shall remain in full force and effect as though said invalid or unenforceable provision were not contained herein. The English language version of this SLA shall prevail and any translation into other languages other than English is for convenience only. No third party may enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.12.1 Any dispute arising under or which is related to this Agreement (whether in contract, tort or otherwise), and the validity, performance and interpretation of this Agreement will be governed by and construed in all respects under, English law..

13 SEVERABILITY

If any of the provisions in this License are held to be in violation of applicable law, then such provisions are hereby waived or amended to the extent necessary to achieve the same economic effect for this Agreement to be enforceable in such jurisdiction and the rest of the agreement shall remain in full force and effect.

14 HEADINGS

The section headings appearing in this License are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this License.

15. MISCELLANEOUS

15.1 Licensee agrees not to export Software, or re-export or resell Software from or in country of installation. The Software may not be downloaded into any country to which the United Kingdom has prohibited export.

15.2 Software support and updates shall be provided under terms and conditions specified and in a separately executed GAIA Software Support Agreement.

15.3 Where Licensee is located in the United States, its agencies or instrumentalities whether located within or outside of the United States, all Software and Documentation furnished hereunder is Commercial Computer Software and Commercial Computer Software Documentation provided only with the rights specified in this SLA customarily provided to the public by GAIA in accordance with FAR 12.212 (a) and (b) (OCT 1995) or DFARS 227.7202-3(a) (JUN 1995) as applicable.

15.4 The Software may contain an electronic version of this SLA, or a link to this SLA online on GAIA’s Website intended to have the same force and effect as a hardcopy SLA.

15.5 Written notices required by this SLA shall be sent to the following:

GAIA Technologies Plc.
Woodlands House
Parc Britannia
Bangor
Gwynedd
LL57 4FA

15.6 Notwithstanding anything to the contrary provided herein, in the event of a change in control of all or substantially all of the assets of GAIA, GAIA may assign any or all of the rights and obligations under this SLA to its successor in interest or to a third part assignee.

© Gaia Technologies PLC 2018

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