Copyright AECHMEA STUDIOS
Aechmea Studios (hereinafter referred to as “Aechmea Studios”).
The end user of the program (hereinafter referred to as the “User”)
Aechmea Studios and the User shall be referred collectively as the “Parties”. It must be hereinafter understood by Aechmea Studios and the User, that Aechmea Studios owns the Software property: AlterMesh (“AlterMesh”).
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY DOWNLOADING ALTERMESH OR BY INSTALLING, USING, OR COPYING ALTERMESH. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD ALTERMESH. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL USE OR COPY ALTERMESH.
This copy of AlterMesh (“AlterMesh”) and accompanying documentation is licensed and not sold. This AlterMesh is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Aechmea Studios. or its subsidiaries, affiliates, and suppliers (collectively “Aechmea Studios”) own intellectual property rights in AlterMesh. The Licensee’s (“you” or “your”) license to download, use, copy, or change AlterMesh is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”).
This Agreement entitles you to install and use one copy of AlterMesh. In addition, you may make one archival copy of AlterMesh. This Agreement does not permit the installation or use of multiple copies of AlterMesh, or the installation of AlterMesh on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users.
Users with a commercial license (AlterMesh Commercial) shall be able to share, in binary or source code format, the software with other commercial licensees. AlterMesh Personal licensed Users shall be limited to this copy.
For further information regarding multiple copy licensing of AlterMesh, please contact:
Representative: Aechmea Studios
Restrictions on Transfer
Without first obtaining the express written consent of Aechmea Studios, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to AlterMesh.
Restrictions on Use
You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for AlterMesh Personal.
You may not redistribute, sell, rent or lease any software, video, image, games or any other product created using AlterMesh Personal.
Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY AECHMEA STUDIOS, AECHMEA STUDIOS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT, OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH ALTERMESH.
Aechmea Studios makes no warranty that AlterMesh will meet your requirements or operate under your specific conditions of use. Aechmea Studios makes no warranty that operation of AlterMesh will be secure, error-free, or free from interruption. YOU MUST DETERMINE WHETHER ALTERMESH SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF ALTERMESH TO MEET YOUR REQUIREMENTS. AECHMEA STUDIOS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
UNDER NO CIRCUMSTANCES SHALL AECHMEA STUDIOS, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF ALTERMESH, WHETHER DUE TO A BREACH OF AGREEMENT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF AECHMEA STUDIOS OR ANY OTHER PARTY, EVEN IF AECHMEA STUDIOS IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS AECHMEA STUDIOS’ ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
No Warranty are granted under this Agreement, the User agree to indemnify and hold Aechmea Studios harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.
“Contribution” means any code, information or content that you make available to Aechmea Studios
If User makes any Contribution available to Aechmea Studios, User hereby assign to Aechmea Studios all right, copyright, patent, and other intellectual property rights in that Contribution for all current and future methods and forms of exploitation in any country. If any of those rights are not effectively assigned under applicable law, you hereby grant Aechmea Studios a non-exclusive, fully-paid, irrevocable, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Contribution for all current and future methods and forms of exploitation in any country.
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.
PAYMENT FOR LICENSE. In consideration of license rights granted by Aechmea Studios, the User agrees to compensate Aechmea Studios for license rights rendered as either Commercial or Non-Commercial.
The User agrees that the aforementioned fees are subject to change without notice. Upon the execution of this Agreement, the User shall not be entitled to a refund. The User shall not be entitled to receive any trial period to use the Software. The User will be required to complete payment obligations from Aechmea Studios in-order obtain the subscription licenses.
GRANT OF LICENSE. Aechmea Studios will develop and is the rightful owner of the Software: AlterMesh (“Software”). Aechmea Studios will be entitled to grant the User a non-exclusive license to use the developed Software for single user. Aechmea Studios shall retain the title to the Software until the User has completed its payment obligations with Aechmea Studios. Non-commercial Users shall not be assigned the rights to sell or transfer any derivative works, this shall remain the property of Aechmea Studios. Commercial User’s shall reserve the rights to share binary or source code with other commercial licensees.
For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), including, without limitation, the License Fee set forth above and the User affording Aechmea Studios the opportunity for the Software to be considered to be included in the development, Aechmea Studios hereby grants to the User, the non-exclusive, worldwide right and license to use the Software for the purposes and in the manner set forth herein. Aechmea Studios’ Intellectual Property. “Aechmea Studios’ Intellectual Property” shall mean, collectively, all trademarks, trade names, application, copyrights, videos, pictures, information, and other intellectual property rights which Aechmea Studios may now or hereafter own or control with respect to the Software.
WARRANTIES. Aechmea Studios represents and warrants to the User that Aechmea Studios either legally or beneficially owns or controls the entire right, title and interest in and to the Software and there are no options or rights in any third party to acquire the Software. Aechmea Studios represents and warrants to the User that Aechmea Studios has the right to enter into this Agreement and that Aechmea Studios is not aware of any rights or claims of any third party that prevent, limit or are otherwise in conflict with the grants made to the User hereunder.
The User expressly agrees that the foregoing limitations are agreed on allocations of risk constituting in part the consideration for this Agreement and that such limitation shall survive the determination of any court of competent jurisdiction that any remedy provided herein or available at law fails of its essential purpose.
TERMINATION. Upon the occurrence of a Software or license breach by either party of any of its representations, warranties, covenants or Agreements contained in this Agreement, the other party may issue 30 days written notice setting forth the particulars of such breach. Upon the expiration of such notice period (and any extension thereof to which the parties may mutually agree), this Agreement shall terminate without the need for further action by either party; provided, however, that if the breach upon which such notice of termination is based shall have been fully cured to the reasonable satisfaction of the non-breaching party within such 60-day period, then such notice of termination shall be deemed rescinded, and this Agreement shall remain in full force and effect. Such right of termination shall be in addition to such other rights and remedies as the terminating party may have under Brazil law.
ARBITRATION AND ATTORNEY’S FEES. All disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Brazilian Arbitration Act 1996. Proceedings shall be referred to the Brazilian Arbitration Committee (CBAr). The Parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. The arbitration shall take place at in Brazil. All documents, materials, and information in the possession of each party that is in any way relevant to the dispute shall be made available to the other Party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The CBAR reserves the right to have the powers to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by CBAR shall be final and binding on the Parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The Agreement to arbitration shall be specifically enforceable under the Brazilian Arbitration Act. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
WAIVER. Failure on the part of either Party to complain of any act of the other Party or to declare the other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder. No waiver of, or consent to, any breach or default shall be deemed or construed to be a waiver of, or consent to, any future breach or default.
SEVERABILITY. If any provision of this Agreement or the application thereof shall be determined by a court of competent jurisdiction to be invalid and unenforceable, the remainder of this Agreement and the application of the other provisions herein contained shall not be affected thereby, and all such other provisions shall remain effective and in force and shall be enforced to the fullest extent permitted by law.
CONSTRUCTION OF AGREEMENT. (a) The captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision thereof. (b) As used herein, the word “person” shall include the individuals, corporations, partnerships and other entities of any type. In this Agreement, the use of any gender shall be applicable to all genders, and the singular shall include the plural, and the plural shall include the singular.
GOVERNING LAW. This Agreement will be governed by the Federative Republic of Brazil, without regard to conflicts of laws principles.