CONTENT LICENSE AGREEMENT
This content license agreement (the “Agreement”) governs the terms by which members and customers of Viz Experience obtain the right to use surroundings, materials, items and other assets provided by Dassault Systemes 3DExcite GmbH and its partners on the website located
at softwareservices.rtt.ag (the “Site”).
(a) By checking the respective box during Your sign-up process or otherwise signifying Your acceptance, You accept this Agreement either for Yourself or on behalf of Your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If You are accepting on behalf of Your employer or the entity that is the member account holder, You represent and warrant that You have full legal authority to bind Your employer or such other entity. If You do not have such authority or You do not accept or agree with these terms, do not accept the Agreement and do not download the Content.
(b) In this Agreement: (i) “You” or the “Customer” means You or, if You are accepting on behalf of Your employer or member account entity, then “You” means that employer or entity and affiliates; (ii) “we” means Dassault Systemes 3DExcite GmbH, operator of the Site; (iii) “Content” means any surrounding, material, item, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that You are downloading directly from the Site, together with any accompanying material; and (iv) “to use” means to download, copy, modify or transform the Content, or to embed the Content in or combine the Content with other components.
(a) We hereby grant to You a perpetual, non-exclusive, non-transferable, royalty-free license to use the Content exclusively for internal purposes (the “Permitted Use”) such as internal presentations including film and video presentations and internal on- line or electronic publications. Derivative works resulting from a Permitted Use are “Permitted Derivative Works”.
(b) You may not use the Content in any other way than a Permitted Use. In particular You may not (i) use the Content for advertising, promotional projects, external presentations and publications, websites and all other forms of external communication, (ii) distribute, sell, rent, lend, lease, assign or otherwise transfer the Content, (iii) use the Content in products for resale, license or other distribution, (iv) to the extent that source code is contained within the Content, reverse engineer, decompile or disassemble any part of such source code, (v) remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content.
(c) Irrespective of the rights granted under Section 2(a), all rights in and to the Content, including, without limitation, all copyrights and other intellectual property rights relating to the Content, are retained by Dassault Systemes 3DExcite GmbH or its partners which supplied the Content to the Site (the “Partners”), as the case may be. No rights in any Content are granted except for the limited license specified in Section 2(a).
(a) This Agreement is effective until it is terminated. Either party may terminate this Agreement with 30 days prior written notice (delivered by hand, mail, fax or email) to the other party. You may also terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Dassault Systemes 3DExcite GmbH if at any time you fail to comply with any of its terms.
(b) The right to terminate the Agreement for cause with immediate effect remains unaffected. In particular, both parties may terminate this Agreement with immediate effect by written notice delivered to the other party by hand, mail, fax or email in case of a third party claim pursuant to Section 5(b).
(c) Upon termination, You must immediately (i) cease using the Content and the Permitted Derivative Works for any purpose; (ii) destroy or delete all copies and archives of the Content and the Permitted Derivative Works or accompanying materials; and (iii) if requested, confirm to Dassault Systemes 3DExcite GmbH in writing that You have complied with these requirements. Sections 1 and 3 through 8 will survive any termination or expiration of this Agreement.
(a) Dassault Systemes 3DExcite GmbH warrants that (subject to the restrictions and limitations contained in this Agreement) (i) Dassault Systemes 3DExcite GmbH has sufficient rights to enter into this Agreement and grant You the license set forth in Section 2, and (ii) the Permitted Use of the Content, which is owned by Dassault Systemes 3DExcite GmbH and marked as such, in accordance with this Agreement will not infringe upon any copyright, trademark or other intellectual property right of any third party.
(b) Dassault Systemes 3DExcite GmbH does not warrant the non-infringement of any copyright, trademark or other intellectual property right of any third party by (i) Content which is supplied to Dassault Systemes 3DExcite GmbH by its Partners and marked as such, or (ii) materials which are directly downloaded from a Partner’s website even if they are linked with the Site.
(c) Other than expressly provided in Section 4(a), the Content is licensed to You on an “AS IS” basis without warranty of any kind whatsoever, express or implied. In particular and without limitation of the generality of the foregoing, Dassault Systemes 3DExcite GmbH does not warrant (i) the accuracy of the Content, (ii) the merchantability or fitness of the Content for any particular purpose, (iii) that the Content will meet Your requirements, or (iv) that the use of the Content will be uninterrupted and/or error free. Further, Dassault Systemes 3DExcite GmbH does not warrant that the access to the Site will be uninterrupted and/or error free at any times.
(d) Dassault Systemes 3DExcite GmbH’s warranties provided in this Section 4 shall be limited to willful intent and gross negligence of Dassault Systemes 3DExcite GmbH, ist representatives and vicarious agents (Erfüllungsgehilfen).
(a) Provided that the Content is only used as permitted and in accordance with this Agreement and as Your sole and exclusive remedy for breach of the warranties set forth in Section 4(a) above, Dassault Systemes 3DExcite GmbH will, subject to Section 7, defend, indemnify and hold You harmless from and against all damages arising from the warranties set forth in Section 4(a) above being breached.
(b) In case of an actual or threatened lawsuit or claim alleging that the possession or use of the Content in accordance with this Agreement by You infringes upon any intellectual property rights of third parties You shall promptly notify Dassault Systemes 3DExcite GmbH in writing of such law suit or claim and we shall have the right to assume the handling, settlement or defence of any claim or litigation. You shall not be entitled to settle claims by yourself. You agree to cooperate with Dassault Systemes 3DExcite GmbH in the defence of any such claim or litigation. Dassault Systemes 3DExcite GmbH shall not be liable for legal fees and other costs incurred prior to the notice of the claim.
You agree to defend, indemnify and hold Dassault Systemes 3DExcite GmbH, its affiliates and Partners (the “Dassault Systemes 3DExcite GmbH Beneficiaries”) harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) incurred by any Dassault Systemes 3DExcite GmbH Beneficiary as a result of or in connection with any breach by You or anyone acting on Your behalf of any of the terms of this Agreement
(a) Dassault Systemes 3DExcite GmbH shall be fully liable to You in respect of damages caused by
any breach of its contractual obligations, by any tort or on any other legal basis only in the case that these damages are caused by gross negligence or willful intent of Dassault Systemes 3DExcite GmbH, its representatives and vicarious agents (Erfüllungsgehilfen).
(b) Further, Dassault Systemes 3DExcite GmbH shall be fully liable for damages incurred as a result of culpably caused personal injuries or death (Verletzung von Leben, Körper und Gesundheit), and in case of any mandatory statutory liability, in particular in case of liability under the German Product Liability Act, liabilities assuming a specific guarantee or liability or liability for fraudulent concealed defects.
(c) Any other liability is expressly excluded.
(a) You shall not be entitled to assign the rights or obligations granted under this Agreement without the prior written consent of Dassault Systemes 3DExcite GmbH. Dassault Systemes 3DExcite GmbH may assign this Agreement without Your consent to any other party as long as such party agrees to be bound by its terms. Dassault Systemes 3DExcite GmbH’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
(b) Dassault Systemes 3DExcite GmbH reserves the right to change the terms of this Agreement at any time. You will not be expressly notified of such change. It is Your responsibility to check the Agreement with respect to any changes.
(c) If any provision of this Agreement is wholly or partially invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. In such case, the Parties hereto agree to recognize and give effect to such valid and enforceable provision as comes closest to the economic intent and purpose of such invalid or unenforceable provision. The aforesaid shall apply mutatis mutandis to any unintended omission in this Agreement.
(d) This Agreement and all rights and obligations arising out of or in connection therewith shall be governed by and construed in accordance with German law excluding conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
(e) Any dispute arising from or in connection with this Agreement and its consummation shall be subject to the ordinary courts. To the extent legally permitted the place of exclusive jurisdiction shall be Munich in Germany.
If You have concerns relating to this Agreement, please contact Dassault Systemes 3DExcite GmbH at 3DEXCITE.EMEA.RVE@3ds.com or via phone at +49 89 200 275 0.