USD ASSET END USER LICENSE AGREEMENT
PLEASE READ THE FOLLOWING USD ASSET END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY. THIS AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND PIXAR (“PIXAR,” “WE,” “OUR” OR “US”) SPECIFIES THE TERMS AND CONDITIONS REGARDING USE OF THE USD ASSET THAT IT ACCOMPANIES, INCLUDING ALL SOURCE CODE, COMPILED CODE, IMAGES, MODELS, DOCUMENTATION, DATA, AND OTHER MATERIALS (THE “USD ASSET”).
BY USING THE USD ASSET OR CLICKING ON THE “OK” BUTTON BELOW, YOU ARE ACCEPTING THIS AGREEMENT AND YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18, (2) REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF OR YOUR COMPANY, AS APPLICABLE, AND (3) CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR CANNOT MAKE SUCH REPRESENTATIONS, YOU MAY NOT USE THE USD ASSET.
1. Grant of License. Subject to the restrictions set forth below, Pixar grants You a temporary, revocable, non-exclusive, nontransferable, nonsublicensable, nonassignable license to use the USD ASSET only for your personal, non-commercial testing of Pixar’s Universal Scene Description technology. All other uses of the USD ASSET by You are not permitted under this Agreement.
2. Ownership. Pixar exclusively owns and shall retain all intellectual property rights in and to the USD ASSET and any derivative works based on the USD ASSET (“Derivative Works”).
a. YOU MAY NOT (AND YOU AGREE NOT TO ALLOW A THIRD PARTY TO) RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN, USE FOR TIMESHARING OR SERVICE BUREAU PURPOSES, OR OTHERWISE TRANSFER THE USD ASSET, ANY DERIVATIVE WORKS, OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.
b. You MAY NOT (and you agree not to allow a third party to) reverse engineer, decompile, disassemble, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms from compiled portions of the USD ASSET by any means whatsoever, except to the extent the foregoing restrictions are expressly prohibited by applicable law.
c. You MAY NOT (and you agree not to allow a third party to) use the USD ASSET or any Derivative Works for any production or commercial purpose, including but not limited to: (i) usage in the production of or usage in connection with feature films, television programming, online content, video games, advertising, videos, images, or other types of viewable content; and (ii) usage in the production of or usage in connection with physical or virtual products, including but not limited to vehicles, furniture, toys, graphic art, posters, clipart, physical models, stickers, clothing, 3D models, emoticons, and virtual goods.
d. You MAY NOT (and you agree not to allow a third party to) remove or obscure any identification, copyright or other proprietary notices or markings from the USD ASSET.
e. You MAY NOT (and you agree not to allow a third party to) distribute the USD ASSET or any Derivative Works without Pixar’s written authorization.
f. You MAY NOT (and you agree not to allow a third party to) use the USD ASSET or any Derivative Works in an unlawful or unauthorized manner.
Pixar reserves all rights in the USD ASSET and any Derivative Works not expressly granted hereunder.
4. Feedback. You may provide feedback to Pixar concerning the USD ASSET from time to time, including, without limitation, identifying errors and submitting potential improvements (the “Feedback”). You hereby grant to Pixar a worldwide, royalty-free, transferable, irrevocable and perpetual license, with the right to sublicense, use, modify, display, distribute, and otherwise exploit such Feedback without restriction, including, without limitation, utilizing and displaying such Feedback in connection with the USD ASSET and/or Pixar’s Universal Scene Description Project.
5. No Publicity. Nothing in this Agreement grants you permission to use the trade names, trademarks, service marks, brands, designs, or product names of Pixar or its affiliates.
6. No Warranty. THE USD ASSET IS PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIXAR AND/OR ITS LICENSORS DISCLAIM ALL WARRANTIES, EITHER ORAL OR WRITTEN, EITHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, OR TRADE USAGE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.
7. Indemnification. You hereby agree to indemnify, defend, and hold Pixar and its affiliates and their officers, directors, owners, shareholders, employees, agents, information providers, licensors, and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or your use of the USD ASSET or any Derivative Works. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
8. Limitation on Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL PIXAR AND/OR ITS LICENSORS BE LIABLE FOR ANY PERSONAL INJURY OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF PROPERTY, LOSS OF DATA, OR BUSINESS INTERRUPTION UNDER ANY LEGAL THEORY (TORT, CONTRACT OR OTHERWISE), THAT RESULT FROM THE ACCESS OF, USE OF, OR THE INABILITY TO ACCESS OR USE THE USD ASSET OR ANY DERIVATIVE WORKS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL PIXAR’S AND/OR ITS LICENSOR’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE], OR OTHERWISE) ARISING UNDER THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE THE USD ASSET OR ANY DERIVATIVE WORKS EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO PIXAR, IF ANY, FOR ACCESSING AND/OR USING THE USD ASSET OR $50. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
9. Termination. This Agreement is effective until terminated by either party. Pixar reserves the right, in our sole discretion, to terminate your rights under this license at any time. Upon termination, you must cease use of the USD ASSET and any Derivative Works and remove the USD ASSET and any Derivative Works from all computer memories and storage devices within your possession or control.
10. Survival. Sections 2-8 and 10-16 shall survive termination or expiration of this Agreement.
11. Export Restrictions. You may not export or re-export the USD ASSET or any Derivative Works without (i) the prior written consent of Pixar; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses.
12. Injunctive Relief. You acknowledge and agree that your breach of this Agreement, including any unauthorized use, transfer, distribution, sublicensing, or disclosure of the USD ASSET or any Derivative Works will cause irreparable injury to Pixar and/or its licensors, and under such circumstances, Pixar and/or its licensors shall be entitled to equitable relief, including without limitation preliminary and permanent injunctive relief, without being required to present evidence of such irreparable harm. You further acknowledge and agree that Pixar and/or its licensors shall be entitled to such equitable relief without being required to post a bond or other security.
13. Relationship of Parties. The parties hereunder are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between You and Pixar. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.
14. Assignment. You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part, whether by merger, reorganization, sale of stock or assets, operation of law, or otherwise, without the prior written consent of Pixar. Any attempted assignment or delegation without such consent will be void. Pixar may assign its rights and obligations hereunder without restriction.
15. Waiver. No waiver of any provision of this Agreement by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
16. Entire Agreement. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts located in the city and county of San Francisco, California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement supersedes in full all prior discussions and agreements between the parties relating to the subject matter hereof, and constitutes the entire agreement between the parties relating to the subject matter hereof. Pixar reserves the right to update, in its sole discretion, this Agreement at any time. Any such updates to the Agreement will be posted to the applicable Pixar website. Your continued use of the USD ASSET and/or any Derivative Works following posting by Pixar of the updated Agreement indicates your acceptance of the updated Agreement. Except for Pixar’s right to update this Agreement as specified in this section, any modifications to this Agreement must be made in writing and signed by both parties.