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LICENSE AGREEMENT: THIS IS A LEGAL AGREEMENT ("License Agreement") between you and Phillip Hansel, Inc. PHI ("Company"). If you use any of the files of images or three-dimensional digital coordinates (the "Models"), you thereby signify that you have agreed to all of the terms and conditions set forth below. Each of the Models is a set of digital, three-dimensional coordinates or Images created by Company of a particular object. Company gives no rights or warranties with regard to the use of any objects, names, trademarks, or works of authorship depicted in any Model and you must satisfy yourself that all necessary rights or consents that may be required for your particular use thereof are obtained. The Models are protected by United States copyright laws, international treaty provisions, and other laws. You may not use, copy, display, modify or distribute the Models except in strict accordance with this License Agreement. Company hereby grants to you the following perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable license with respect to its rights in the Models: You may copy the Models onto a storage device in an unlimited number of computers; provided that all such computers are physically located at your place of business located at a single specific street address (or its equivalent). You may use and access the Models on such computers only at that one location and only as follows: You may use, copy and modify the Models in the creation and presentation of animations and renderings which may require runtime access to the Models; provided that you may neither: (a) separately publish, market, distribute, transfer, sell or sublicense any Model or any part thereof; nor (b) publish, market, distribute, transfer, sell or sublicense renderings, animations or any other product from which any Model or any part thereof can separately be exported, extracted, or decompiled into any redistributable form or format. Subject to the foregoing limitations, and the rights, if any, of third parties in or to the objects represented by the Models, you may copy and distribute your animations and renderings incorporating the Models. All other rights with respect to the Models and their use are reserved to Company. INFRINGEMENT WARRANTY. Company warrants to you that, to the best of its knowledge, the digital data comprising the Models do not infringe the rights, including patent, copyright and trade secret rights, of any third party; provided, however, that Company makes no representation or warranty with respect to infringement of any third party's rights in any image, trade marks, works of authorship or object depicted by such digital data. LIMITATION OF LIABILITY AND WARRANTIES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE, LOSSES OR EXPENSE RESULTING FROM YOUR USE OR EXPLOITATION OF THE MODELS. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE MODELS TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE MODELS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE MODELS AND ANY ACCOMPANYING SOFTWARE OR MATERIALS. Some States do not allow limitations on implied warranties, so the above limitation may not apply to you. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR THIRD PARTY CLAIMS) ARISING OUT OF THIS LICENSE AGREEMENT OR THE USE OR INABILITY TO USE THE MODELS OR FOR ANY OTHER REASON, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION EXCEED THE AMOUNT, IF ANY, PAID BY YOU FOR THE MODELS. Because some States do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. THIS LICENSE AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO THAT STATE'S CHOICE OF LAW PROVISIONS. This License Agreement is the entire agreement between you and Company with respect to the Models and supersedes any other communications or advertising, whether written or oral, with respect thereto. This License Agreement may not be modified or expanded except in a writing signed by an authorized representative of Company. If any provision of this License Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect, provided that, if any limitation on the grant to you of any right herein is held invalid or unenforceable, such right shall immediately terminate. Should you have any questions concerning this License Agreement, or should you desire to contact Company for any reason, please contact: Attn: Legal Affairs Phillip Hansel Inc. |
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