SOFTWARE LICENSE AGREEMENT
This Software License Agreement (“Agreement”) is a legal agreement between Strata Mixed Reality Inc. (“Strata”) and you, the user of this Strata software program (“Software”). You agree to be bound by the terms of this Agreement by installing, copying, or using the Software. If you do not agree, do not install, copy, or use the Software. You understand that the Software is licensed to you, not sold, and that all right, title and interest in and to the Software remains vested in Strata and its licensors.
1. Strata grants you the following rights provided that you comply with all terms and conditions of this Agreement and that you make payment to Strata of the applicable license fees for the Software. This grant of license to you is non-exclusive:
1.1 You may:
For Single User Licenses:
(a) install the Software on one personal computer, mobile device, or other device (or on a network storage device, such as a server computer, and allow one access device, such as a personal computer, to access and use the Software over a private network) herein after the “Device”;
(b) physically transfer the program from one Device to another, provided the program is used on only one Device at a time;
For Multi-User and Site Licenses:
(a) install the Software on a maximum number of Devices as the license count allowed for in your purchase of the Software license;
1.2 You may not:
(a) use the Software in any service bureau, timesharing or rental arrangement;
(b) allow use of the Software by any third party (except for reasonable use by third party service providers for the benefit of you, the licensee).
(c) If the Software is an upgrade to a prior version of Strata software (the “Prior Version”), then your use of this upgrade is conditional on you keeping of the Prior Version. If you sell or otherwise transfer your license of the Software then the license of the Prior Version must be transferred along with this Software license to the same party. If you wish to use this upgrade in addition to the Prior Version, you must adhere to the license conditions outlined in Section 1 above.
2. Strata reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. Strata or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This Agreement does not grant you any rights to trademarks or service marks of Strata or its licensors.
3. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease or lend the Software, or make the functionality of the Software available as a hosted service.
4. Activation: The Software may require you to (a) obtain a Strata ID (by registering an account on the Strata.com website), (b) activate or reactivate the Software, including activation of certain components or features, (c) register the software, or (d) validate the Membership. Such requirement may cause your Device to connect to the Internet without notice on install, on launch, and on a regular basis thereafter. Once connected, the Software will collect and transmit information to Strata. You and/or the Software may also receive information from Strata related to your license, subscription, or membership. Strata may use such information to detect or prevent fraudulent or unauthorized use not in accordance with a valid license, subscription, or membership. Failure to activate or register the Software, validate the subscription or membership, or a determination by Strata of fraudulent or unauthorized use of the Software may result in reduced functionality, inoperability of the Software, or a termination or suspension of the license, subscription or membership.
5. Subscription Edition: For the Software available on a subscription-basis (“Subscription Edition”), you may install and use the Subscription Edition only on the the license count allowed for in your purchase of the Software license. You agree that Strata may change the type of Software (such as specific components, versions, platforms, languages, etc.) included in the Subscription Edition at any time and shall not be liable to Customer whatsoever for such change. Ongoing access to a Subscription Edition requires: (a) a recurring Internet connection to activate, renew, and validate the license, (b) Strata or its authorized reseller’s receipt of recurring subscription payments, and (c) Customer’s agreement to subscription terms and other additional terms and conditions that are available at https://www.strata.com/subscription-terms/ or at the time of purchase. If Strata does not receive the recurring subscription payment or cannot validate the license periodically, then the Software may become inactive without additional notice until Strata receives the payment or validates the license.
6. Software-as-a-Service Edition (“SaaS”): Components of the Software may be made available in SaaS form where the Software is served and runs remotely. These components of Strata Software are governed by the SaaS Subscription Use Agreement, which (as of this writing) can be found here: https://www.strata.com/saas-agreement/ Strata reserves the right to update this SaaS Subscription Use Agreement at any time.
7. Update Policy: In order to be able to obtain updates of the program you, the licensee, must activate the license and adhere to the terms of this Agreement. IF THIS SOFTWARE IS NOT VALIDLY ACTIVATED WITH STRATA., STRATA IS UNDER NO OBLIGATION TO MAKE AVAILABLE TO YOU ANY UPDATES EVEN THOUGH YOU HAVE MADE PAYMENT OF THE APPLICABLE UPDATE FEE.
8. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
9. You may transfer your copy of the Software to two different Devices – such as a home computer and an office computer. However, both machines must remain under your control and the licensed copy granted to you herein can only be used by you, and on one machine at a time. After the transfer, and in the event that you lose control of one of the devices (such as the sale of, or reassignment of, the Device) you must completely remove the Software from that Device. However, you may not assign this Agreement without Strata’s prior written consent.
10. Without prejudice to any other rights, Strata may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the Software and all of its component parts. This license is effective until terminated. You may terminate it by destroying the program and documentation and all copies thereof.
11. Strata and its suppliers provide the Software AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
12. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STRATA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF STRATA OR ANY SUPPLIER, AND EVEN IF STRATA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL COMPANY’S DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY “PERSONNEL”) BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE EVEN IF THE PERSONNEL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT WILL COMPANY’S LICENSOR(S), AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY “COMPANY’S LICENSOR”) BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE EVEN IF COMPANY’S LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Strata and any of its suppliers under any provision of this Agreement and your exclusive remedy hereunder shall be limited to the amount actually paid by you for the Software. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
14. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
15. This Agreement is governed by the laws of the state of Utah, USA, except as to copyright and trademark matters, which are covered by United States laws , international treaties and individual countries wherein Strata may have registered the trademark. This License Agreement is deemed entered into at Pleasant Grove, Utah. This License Agreement shall inure to the benefit of Strata, its successors, administrators, heirs and assigns. This Agreement is the entire agreement between you and Strata relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
Strata is a registered trademark, and Strata AR, Strata Design 3D, Strata Design 3D CX, Strata Design 3D SE, Design 3D, Strata 3D, Enfold 3D, Live 3D, Foto 3D, and Foto 3D SE are trademarks of Strata Mixed Reality Inc., which may be registered in some jurisdictions. The above trademark list is not meant to be fully complete list of all trademarks owned by Strata and other trademarks owned by Strata beyond the list above may appear on this or other websites and software owned and/or developed by Strata.
All other products or name brands are trademarks of their respective holders.