Brazil r/s End User License Agreement

Definitions.

1.  "Agreement" means this End-User License agreement.

2.  "Software" means Brazil r/s (TM), the product created and owned by SplutterFish, LLC.

3.  "Licensee" means the end-user of the Software.

4.  "Licensor" means SplutterFish, LLC, also referred to as SplutterFish.

5.  "Designated Machine" means the computer on which the Software is installed.  This license supports up to a maximum of FOUR CPUs per Designated Machine.

6.  "Workstation Version" means the fully functional version of the Software including user-interface

7.  "Render Node Version" means the version of the Software which runs as a render slave used solely for network rendering
 

I.  GRANT OF LICENSE

1.  Licensee may license the Software granted under only one of following options:

1.1.    Workstation and Two Render Nodes (a.k.a 'Artist Bundle') License Grant.   Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee a nonexclusive, nontransferable right to install and use the Workstation Version of the Software on ONE Designated Machine.  In addtion, SplutterFish grants the Licensee a license to install and use a Render Node version of the Software on TWO additional Designated Machines for use in network rendering.

The Software may be deployed under the terms of a Floating License whereupon the Licensee my install the Workstation Version on one or more Designated Machines that can be accessed by multiple individuals.  The Floating License allows a maximum of ONE copy of the Software to be running at any given time and a maxiumum of  ONE  individual using this running copy.

1.2.    Testing License (a.k.a. "Public Test", a.k.a "Public Alpha") Grant.  Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee a nonexclusive, nontransferable right to install and use a water-marked Workstation version of the Licensed Software on ONE Designated Machine for an Evalutation/Testing Period of 60 days or in the terms of any special written agreement between SplutterFish and the Licensee.  This Grant is for the sole purpose of evaluting and testing the Licensed Software.

1.3.    Network Rendering Node (a.k.a 'Renderfarm Bundle') Bundle Grant. Subject to the terms and conditions of this Agreement, SplutterFish grants Licensee a nonexclusive, nontransferable right to install and use the Render Node version of the Licensed Software on up to FOUR Designated Machines used exclusively for network rendering.
 

3.   License Term.   Subject to the terms and conditions of this Agreement, the license to use the Software is perpetual, unless there is a special  written agreement between SplutterFish and the Licensee, and in such case the term of the license shall be according to the terms of the special agreement.
 

II.  BACKUP

Regardless of which version of the Software you have acquired,  you may make one archival (backup) copy of the Software.  Such archival copy may not be installed on another computer, unless such computer is a partitioned drive of a server to which only the authorized user has access.  In any event, the archival copy may not be used or installed as long as another copy of the Software is installed on any computer.  You may not remove any proprietary notices, agreements or labels on or accompanying the Software. The electronic Documentation may be printed out and copied.  Unauthorized copying of the Software, or failure to comply with the above restrictions, will result in automatic termination of this Agreement

III.  OWNERSHIP

Licensee acknowledges and agrees that all right, title and interest in and to the Software and the SplutterFish name and logo, including all patents, copyrights, trade secrets and other intellectual property rights therein, are and will remain the property of SplutterFish, subject only to the licenses granted to Licensee under this Agreement. This Agreement is not a sale and nothing contained herein will be deemed to grant Licensee any right, title or interest in or to the Software, the SplutterFish name or logo, or any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related thereto, other than the licenses expressly granted pursuant to the "Grant of License"section above.
 

IV.  RESTRICTIONS

Except as expressly permitted herein, Licensee will not, nor will Licensee allow anyone else to, copy, display, perform, modify, license, install or otherwise transfer the Software, or any portion thereof, except that Licensee may copy the Software solely for back-up purposes; provided, that SplutterFish's copyright notice and other proprietary rights notices are reproduced on each copy.  Licensee may not reverse compile, disassemble or otherwise reverse engineer the Software.  Licensee may not export the Software or Documentation in violation of U.S. or other applicable export control laws.

V.   SUPPORT

SplutterFish will provide, to the best of its ability, access to internet support via a web-based bulletin board, chat center, online knowledge base.  Technicians from SplutterFish will make themselves available at various times in these forums.  SplutterFish will also provide assistance via email for help in installating the software.  Since SplutterFish is a growing company, response times to email inquiries may vary.  In the future, SplutterFish intends to provide customers with more support options which may include phone, on-site and  full-service support plans available for purchase.  There is no guarantee that these future plans will emerge.

VI.  LIMITED WARRANTY

SplutterFish warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of thirty (30) days from the date of receipt. SplutterFish does not warrant that use of the Software will be uninterrupted or errorfree, that all errors will be corrected or that use of the Software will meet Licensee's needs.   SplutterFish's entire liability and the Licensee's exclusive remedy under any warranty or legal theory shall be at SplutterFish's option, a commercially reasonable attempt to correct or work around errors of the Software or the return of the price paid whereupon all licenses granted would be terminated (see Termination section).

VII.  EXCLUSIONS

The warranty set forth above will not be enlarged, diminished or affected by, and no obligation or liability will arise from, SplutterFish's rendering of technical advice, assistance or service in connection with Licensee's selection or use of the Software.  Licensee represents that Licensee has the requisite expertise to evaluate the suitability of the Software and that Licensee has undertaken its own investigation of the suitability of the Software. Licensee represents that Licensee has relied upon its own skill and judgment in selecting the Software.
 

VIII.  DISCLAIMER

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION V ABOVE THE SOFTWARE IS PROVIDED "AS IS," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.  SPLUTTERFISH  SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND  NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN THIS AGREEMENT.  THE SOFTWARE IS INTENDED TO BE USED BY PEOPLE TRAINED IN COMPUTER GRAPHICS TECHNIQUES.   PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR ADEQUATELY ESTABLISHING RELIABILITY AND ACCURACY OF ANY PROGRAM OUTPUT, INCLUDING ALL ITEMS DESIGNED BY USING THE SOFTWARE.  SPLUTTERFISH SHALL NOT BE LIABLE IN ANY WAY FOR THE RESULTS OBTAINED FROM USING THE SOFTWARE.
 

IX.  LIMITATION OF LIABILITY

IN NO EVENT WILL SPLUTTERFISH BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL  DAMAGES, INCLUDING ANY LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  LICENSEE ACKNOWLEDGES THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
 

X.  GOVERNING LAWS

This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, excluding conflict of law provisions. The parties agree that the United Nations Convention on the International Sale of Goods is specifically excluded from application to this Agreement.

Licensee will comply with all applicable laws in connection with its use of the Software. Without limiting the fore-going, Licensee agrees to comply with all export control laws and regulations of the United States, as such may be amended from time to time.

US Customers

The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in the Commercial Computer Software -- Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software -- Licensing clause at NASA FAR Supplement 1852.227-86.  Manufacturer is SplutterFish, LLC, 574 Grand Blvd #4, Venice, CA 90291.
 

XI.  MISCELLANEOUS

1.  Severability.  If any term or provision of this Agreement is found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this Agreement will remain in full force and effect and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

2.  Entire Agreement.  This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements.

3.  Modification. This Agreement may not be modified, amended, rescinded, canceled or waived, in whole or part, except by mutual consent with a written instrument signed by both parties.

4.  Waiver.  Failure by either party to enforce any rights under this Agreement will not be construed as a waiver of such rights, and a waiver by either party of a default hereunder in one or more instances will not be construed as constituting a continuing waiver or as a waiver in other instances.

5.  Taxes.  If any Software will be delivered to points outside of the United States, all export duties, import duties, tariffs, value added taxes, licenses and other similar taxes, duties and fees will be paid by Licensee.
 

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND SPLUTTERFISH WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT