Terms

Caravaggio End User License Agreement (EULA)

IMPORTANT: please read the following End User License Agreement (“Agreement”) carefully as it affects your legal rights.

CaravaggioRender, CaravaggioStudio, Caravaggio3d and all Caravaggio logos are brands of Caravaggio DevGroup, referred to herein as “Caravaggio”.  This Agreement is between you (the “End User”) and Caravaggio. Caravaggio’s Software, and any portion thereof, are referred to herein as the “Software“. By downloading, installing or using the Software or any portion thereof, you agree to the following terms and conditions, referred to herein as the “Terms and Conditions” and visible also at the link http://www.caravaggio3d.com/eula . In these Terms and Conditions, “Services” means any of Caravaggio’s products, software, services and web sites. Some of the Caravaggio Software is designed to be used in conjunction with some Caravaggio Services. By agreeing to these Terms and Conditions, you represent that you are 18 years old or older and capable of entering into a legally binding agreement. If you are a business entity, you also represent that you are duly authorized to do business in the country or countries where you operate and that your employees, officers, representatives, and other agents accessing the Service are duly authorized to access the Service and to legally bind you to these Terms and Conditions.

If you do not agree with the Terms and Conditions of this Agreement, you should promptly return the Software to where you purchased it and your money will be refunded.  If you do agree with the terms and conditions, please retain this Agreement for future reference.

Article 1: License Grant

The Software accompanying this Agreement is the intellectual property of Caravaggio and its licensors, and is protected by national and international laws, including Italian and European copyright laws and international treaties. The Software is made available to you for your personal use only.  Caravaggio grants to you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the object code of the Software on a single machine and to make a single copy of the Software for backup purposes only.

Article 2: Restrictions

You acknowledge and agree that the Software contains copyrighted material, trade secrets, and other proprietary material, and that Caravaggio owns all right, title and interest in and to the Software, including without limitation all intellectual property rights therein and thereto.  In order to protect them, and except as permitted by applicable legislation and except as expressly provided for in this Agreement, you may not, and will not permit any third party to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software, or transfer this Software. You may also not network, rent, lend, loan, distribute or electronically transmit the Software from one computer to another or over a network.  You may not sub-license, assign, or transfer the license or the Software except as expressly provided in this Agreement. Any attempt otherwise to sub-license, assign, or transfer any of the rights, duties, or obligations hereunder is void. CaravaggioRender, CaravaggioStudio, Caravaggio3d and all Caravaggio logos are registered trademarks of Caravaggio DevGroup (“Caravaggio”), creating software solutions in via Selvaforte 64 – Roma, RM 00148, Italy. All other brand names, product names, or trademarks belong to their respective holders. All rights not expressly granted are reserved by Caravaggio.

Article 3: Functionality Limitations Warning

COMPUTER-AIDED DESIGN SOFTWARE AND OTHER TECHNICAL SOFTWARE SUCH AS THIS (“SOFTWARE”), ARE INTENDED TO HELP YOU WITH DESIGN AND IS NOT TO BE USED AS A SUBSTITUTE FOR INDEPENDENT DESIGN ANALYSIS, ESTIMATION OR TESTING OF PRODUCT STRESS, SAFETY AND UTILITY. BECAUSE OF THE LARGE NUMBER AND VARIETY OF POSSIBLE APPLICATIONS FOR THE SOFTWARE, THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED.  CARAVAGGIO SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE, AND THE SELECTION OF THE SOFTWARE AND OTHER PROGRAMS TO ACHIEVE INTENDED RESULTS.  USERS OF THE SOFTWARE ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE.

Article 4: Term

This Agreement is effective until terminated. You may terminate the license granted by this Agreement at any time by destroying the Software together with all copies thereof. Your rights automatically and immediately terminate without notice from Caravaggio if you fail to comply with any of the terms and conditions of this Agreement. You agree, upon such termination of the license for any reason, to delete and destroy the Software together with all copies thereof.

Article 5: Export Law Assurance

You agree and certify that neither the Software, nor any other technical data, if any, received from Caravaggio, nor the direct product(s) thereof, will be exported outside from the jurisdiction in which you acquired it, except as authorized and permitted by the applicable laws of such jurisdiction.

Article 6: U.S. Government Restricted Rights

The Software and any related Documentation are deemed “commercial computer software” and “commercial computer software documentation,” respectively, within the meaning of the applicable civilian and military Federal acquisition regulations and any supplements thereto. The Software and any related Documentation are provided with RESTRICTED RIGHTS.  If the user of the Software is an agency, department, employee, or other entity of the U.S. Government, the use, duplication, disclosure, release, modification, or transfer of the Software, including its technical data or manuals, are restricted by the terms and conditions of this Agreement and subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19 and successors thereof, as applicable.  Contractor/manufacturer is Caravaggio DevGroup (“Caravaggio”), creating software solutions in via E. Toti, 32 Cassano M., 70020, BA, Italy as a development unit of SIMIT Srl. Use of the Software is further restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies.

Article 7: Limited Warranty on Media

Caravaggio warrants the tangible media on which the Software is recorded, if any is included with this product, to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt. Caravaggio’s entire liability and your exclusive remedy will be replacement of the media not meeting Caravaggio’s limited warranty and which is returned to Caravaggio or a Caravaggio authorized representative with a copy of the receipt. Caravaggio will have no responsibility to replace media damaged by accident, abuse, or misapplication. ANY IMPLIED WARRANTIES ON THE TANGIBLE MEDIA, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. THIS WARRANTY, WITH RESPECT TO THE TANGIBLE MEDIA, GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.

Article 8: Disclaimer of Warranties and Limitation on Liability and Damages; Indemnity

YOU UNDERSTAND AND AGREE THAT CARAVAGGIO IS MAKING NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE SOFTWARE WILL BE ERROR OR BUG-FREE, REGARDING THE SECURITY, RELIABILITY, TIMELINESS,  OR PERFORMANCE OF THE SOFTWARE, OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.  YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK.  THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND.  TO THE EXTENT PERMITTED BY LAW, CARAVAGGIO DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARAVAGGIO OR ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.  YOU CAN RECOVER FROM CARAVAGGIO AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE.  YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CARAVAGGIO SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CARAVAGGIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SOFTWARE; (II) THE INABILITY TO USE THE SOFTWARE TO ACCESS CONTENT OR DATA; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (V) ANY OTHER MATTER RELATING TO THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. This limitation applies to, among other things, claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by law, even if repair, replacement or a refund for the software does not fully compensate you for any losses, or Caravaggio knew or should have known about the possibility of the damages.  Nothing in this Agreement is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited.  Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages.  Therefore, only those above limitations which are lawful in your jurisdiction will apply to you, and Caravaggio’s liability will be limited to the maximum extent permitted by law.  You agree to hold harmless and indemnify Caravaggio and its affiliates, officers, agents, resellers and employees from and against any claim, suit, or action arising from or in any way related to your use of the Software or your violation of the terms and conditions of this Agreement, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.  In any such event, Caravaggio will provide you with written notice of such claim, suit, or action which comes to its attention.

Article 9: Product Serial Number; Required Activation; Privacy Policy

Many of the software programs Caravaggio produces contain a serial number and activation system designed, in part, to prevent unlicensed or illegal use of the software. If this Software contains such a system, you agree that Caravaggio may use these measures to protect Caravaggio against software piracy and other lawful purposes. Software using this system may contain technology that limits the ability to install and uninstall the software on a computer to not more than a finite number of times for a finite number of computers. Software containing this technology requires activation as further set forth in the installation program of the software. The software using this system will operate for only a finite period of time and/or with some usage limitations prior to activation by you. During activation, you will be asked to provide your unique product serial number, which is provided with the software, to verify the authenticity of the software. If you do not complete the activation within the finite period of time as prompted by the software, the software will cease to function and/or will work with limited functions until activation is complete, which will restore software functionality. In the event that you are not able to activate the software over the Internet, you may contact Caravaggio support to complete the activation process, using the addresses and information provided by Caravaggio during activation, or as may be set forth in the documentation accompanying the software.  As a condition of downloading and using the Software and the Services you agree to the terms of the Caravaggio Privacy Policy at http://www.caravaggio3d.com/privacy , which may be updated from time to time and without notice. Information collected by Caravaggio in connection with your use of the Services may be stored and processed in Italy or any other country in which Caravaggio or its agents maintain facilities. The Software may also communicate with Caravaggio servers from time to time to check for activation status and/or available updates to the Software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, “Updates”). By installing the Software, you also agree to automatically request and receive Updates, and agree that such communications take place between the Software and Caravaggio servers. Information collected by Caravaggio in connection with your use of the Software can include among others also your MAC address, your IP and the name of your computer, and may be stored and processed wherever Caravaggio or its agents maintain facilities.  Accordingly, by using the Software and/or the Services you consent to any transfer of such information outside your country. You acknowledge and agree that Caravaggio may access, preserve, and disclose your account information if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: satisfy any applicable law, regulation, legal process, or governmental request; enforce the terms and conditions of this Agreement, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam); respond to user support requests; or protect the rights, property, or safety of Caravaggio, its users, and the public. In any case you take care and ensure that all information that you provide when placing your orders is up to date as appropriate, accurate and sufficient for us to fulfill your orders. You are responsible for maintaining and promptly updating your account information with us for accuracy and completeness and keeping such information (and any passwords given to you for the purposes of accessing the Site and/or purchasing and/or using the Products) secure against unauthorized access. Caravaggio will not be responsible or liable for the exercise or non-exercise of rights under this Agreement.

Article 10: Moving or re-licensing your software

The Software can work only on ONE COMPUTER at a time. The Software can be activated only twice, unless you don’t perform the automatic “Transfer” procedure accessing the Software interface. Anyway, if you have already purchased the Software and are subject to this Agreement and want to transfer that software to another computer, or have had a significant hardware change on your computer which has affected your use of the Software, or have had to re-install your operating system, or whatever forbids you to follow the automatic “Transfer” procedure accessing the Software interface, then you can contact Caravaggio and ask to delete your old activation in order to enable a new activation. Caravaggio reserves the right not to provide replacement software (and will in any event provide a maximum of 3 re-activations only per product). The terms of your End User Licence Agreement will continue to apply save to the extent that Caravaggio agrees otherwise in writing.

If Caravaggio agrees to re-licence, the terms for re-licensing your software are: (I) for ‘free’ once per year; (II) charging thereafter a fee listed into the End User list price to cover the administration of the re-licensing process.

Article 11: Controlling Law and Severability.

This license shall be governed by and construed in accordance with the laws of Italian Republic. If for any reason a court of competent jurisdiction finds any provision of this license, or portion thereof, to be unenforceable, that provision of the license shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this license shall continue in full force and effect.

Article 12: Injunctive Relief.

You acknowledge and agree that your obligations and promises of under this Agreement are of a unique, intellectual character that gives them particular value. You acknowledge and agree that a breach of any of the promises or agreements contained in this Agreement will result in irreparable and continuing damage to Caravaggio for which there will be no adequate remedy at law and, in the event of a breach, Caravaggio will be entitled to injunctive relief and/or a decree for specific performance, and any other additional relief as may be proper (including monetary damages if appropriate).

Article 13: Assignment.

You may not assign any rights or obligations arising under this Agreement without Caravaggio’s prior written consent. Caravaggio may assign any rights or obligations under this Agreement without your prior written consent. Subject to this restriction on assignment, this Agreement will inure to the benefit of and bind the successors and assigns of each of Caravaggio and you. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to these Terms and Conditions.

Article 14: Waiver and Survival.

A waiver of a breach or default under this Agreement will not be a waiver of any other default. Failure by either party to enforce compliance with any term of this Agreement will not be a waiver of that term. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.  The provisions of Articles 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination or expiration of this Agreement.

Article 15: Arbitration.

The Parties agree that any and all disputes arising out of the terms of this Agreement, their interpretation, and any of the matters herein released shall be subject to binding arbitration, to the extent permitted by law, in Italy. The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties further agree that the prevailing party in any arbitration shall be entitled to reimbursement of their reasonable attorneys’ fees and costs incurred in the arbitration. THE UN CONFERENCE ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS HEREBY EXPRESSLY DISCLAIMED.

Article 16: Entire Agreement; Amendments.

This Agreement states the final, complete, and exclusive agreement between the parties with respect to the subject matter and supersedes any previous oral or written communications, representations, understandings, or agreements with respect to that subject matter. Any representations, warranties, or statements made by either party that differ from the terms of this Agreement will be given no force or effect. No course of dealing or usage of trade or course of performance will be relevant to explain or supplement any term expressed in this contract. The terms of this Agreement may be modified only in writing signed be you and an authorized representative of Caravaggio.