General Terms & Conditions

Last updated - July 27 2017

PLEASE READ THE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR THE COPYRIGHT ASSET.
CLICKING THE "AGREE" BUTTON FOR DOWNLOADED SOFTWARE OR COPYRIGHT ASSETS, OR USING THE SOFTWARE OR COPYRIGHT ASSETS MEANS THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE CONSUMER OR NON-PROFESSIONAL, YOU UNDERSTAND AND AGREE THAT BY DOWNLOADING ANY SOFTWARE OR COPYRIGHT ASSET IMMEDIATELY AFTER ACCEPTING THIS AGREEMENT, YOU ARE HEREBY LOSING YOUR WITHDRAWAL RIGHT.


ACCEPTANCE
Your Use of the Software or the Copyright Assets is subject to your acceptance of these General Terms and Conditions as well as your acceptance of additional terms and conditions. The Agreement incorporates by reference the following documents: (i) these General Terms and Conditions containing the general terms and conditions applicable to all Allegorithmic Software and all Copyright Assets, (ii) the Specific Terms and Conditions (including Terms of Use) containing the additional terms for the particular Software or Copyright Asset you are licensing and related fees, (iii) any Third Party Licenses governing the use of certain third party software which might be embedded in the Software or in the Copyright Asset you are licensing under the Agreement. When the term "Agreement" is used in any of these documents, Allegorithmic is referring collectively to all of them i.e. to (i), (ii) and (iii) above. The Agreement is effective as of the date You accept the Agreement as part of Allegorithmic's online licensing process.
In the event of a conflict between the terms set out in these General Terms and Conditions and the terms set out in the Specific Terms and Conditions, the terms of these General Terms and Conditions shall prevail unless expressly stated otherwise in the Specific Terms and Conditions.

1. DEFINITIONS
In this Agreement, capitalized terms shall have the meaning ascribed to them in this Section 1 or elsewhere in this Agreement.
"Agreement" includes (i) these General Terms and Conditions, (ii) the Specific Terms and Conditions and (iii) the Third-Party Licenses which are incorporated hereto by reference.
"Allegorithmic" means a French limited liability company with its registered office at 3 avenue Julien, 63000 Clermont-Ferrand, France, which is developer and sole owner of the Software and certain Copyright Assets, subject to third party's rights into the Software.
"Allegorithmic Copyright Asset" means a Copyright asset owned by Allegorithmic.
"Copyright Asset" means interactive media content including without limitation materials, brushes, patches, High Dynamic Range Images (HDRI's), meshes, Substance files and any other form of works which are subject to copyright laws, that are distributed either through (i) an Allegorithmic proprietary License on Substance Source or another proprietary Allegorithmic platform or (ii) a Creative Commons License on Substance Share.
"Commercials Terms" means the Fees payable by You as set out on the Allegorithmic Website, quotes, invoices, price list, or applicable Specific Terms and Conditions as the case might be, for You Use of the Software or the Copyright Assets.
"Commercial Use" means the Use of the Software or the Copyright Assets for direct or indirect income-generating purposes.
"Consumer" means an individual person acquiring the Software or the Copyright Asset for purposes which are outside of that individual's trade, business, craft or profession, and that such individual is not making any Commercial Use of the Software.
"Creative Commons License" means a public license governing Your Use of any Copyright Assets distributed on Substance Share.
"Documentation" means the user manuals, instructions and tutorials for the Software or the Copyright Assets owned by Allegorithmic that Allegorithmic generally makes available to its end-user customers.
"Fee" shall mean any fee, cost and expense as set out in the Commercial Terms that are payable for Your Use of the Software or the Copyright Assets.
"Intellectual Property Rights" means any current and future intellectual property rights, including copyrights, trademarks, trade names, business names, domain names, design rights, inventions, confidential information, trade secrets and know-how including commercial know-how, patents, utility models, database rights, and all similar or analogous proprietary rights of whatever nature and in each case in any part of the world and whether or not registered or registrable including, in relation to the above, all granted registrations and all applications for registration and any renewals, reversions, and extensions.
"Legal Entity" means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization, and includes, without limitation, any government, non-for-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university. The License subscribed by a Legal Entity in consideration of its Revenue shall only serve the purpose of this Legal Entity and may not be extended to its subsidiaries or affiliated companies without Allegorithmic prior written consent. A License subscribed to serve the purpose of the same group of companies shall be subscribed in consideration of the (wholly or partly) group aggregated Revenue.
"License" shall mean the limited right to Use the Software or the Copyright Assets as further detailed in these General Terms and Conditions and in the applicable Specific Terms and Conditions. Please find below the definition of available licenses:
"Academic License" means a License to Use the Software granted to either an educational or academic Legal Entity.
"Enterprise License" means a License to the Software or to the Copyright asset(s) granted to Legal Entities (i) which main business activity is not video game development, visual effects, animation and which are not educational, academic, non-profit or government Legal Entity, and (ii) with Revenue exceeding US$100,000,000. Enterprise Licenses cannot be subscribed to on Allegorithmic website. An User requesting an Enterprise License must contact Allegorithmic directly to be provided a service description and quotation.
"Evaluation License" means a License granted to the User for a limited version of the Software ("the Evaluation Software") for a limited duration, generally of thirty (30) days unless agreed expressly otherwise by Allegorithmic ("the Evaluation Term"), to enable the User to evaluate the Software in connection with the User's internal business purposes to determine whether to purchase the non-evaluation version of the Software. Commercial Use, publishing or redistribution of the Software, the Substances or the Licensee Content is strictly forbidden under an Evaluation License.
"Floating License" means a License allowing to share the Use of the Software between several individual Users of a Legal Entity. Users of the Floating License can Use the Software simultaneously on any number of computers provided that a License for the number of computers using the Software simultaneously has been purchased. The Agreement applicable to the same Floating License's group of users shall be the Agreement in force as of the first download by the Legal Entity, if applicable.
"Indie License" means a License to Use the Software granted to either a (i) an individual, being or not a professional user, or a commercial Legal entity, with Revenue not exceeding US$100,000 during the prior fiscal year or (ii) a non-profit or government Legal Entity.
"Pro License" means a License to the Software or the Copyright asset(s) granted (i) to a professional user or a commercial Legal Entity other than an educational, academic, non-profit or government Legal Entity, with annual Revenue between US$100,000 and US$100,000,000; (ii) or to a commercial Legal Entity which is part of the Video game industry, VFX industry or a Government Agency, with Revenue above US$100,000.
"Student License" means a License to the Software or the Copyright asset(s) granted to a (i) User who must be a student or teacher enrolled with an accredited educational institution, (ii) and not an educational, academic, non-profit or government Legal Entity. A Student license should be used exclusively for learning, and cannot be used for any Commercial Use, nor any use competing with Allegorithmic. As such, the Student License can be used to create a portfolio or any work created by the user during his studies or for contests. An evidence by his/her Student ID which shall be communicated to Allegorithmic at the time the request for a Student License is made. A Student License is valid for one (1) year.
"Licensee Content" means textures, images, Substances or other content otherwise called derivative work that You developed from Your Use of the Software or the Copyright Assets.
"Non-Commercial Use" means Your Use of the Software or the Copyright Assets for all purposes in compliance with the terms of this Agreement but excludes expressly all Commercial Use.
"Professional User" means a User making any Commercial Use of the Software and/or the Copyright Assets, provided that such User may be subscribing to an Indie License or a Pro License.
"Revenue" means annual gross revenue, both operating and non-operating, or raised and/or granted funds, as accounted by the Legal Entity during the prior fiscal year. Revenue are defined in USD or an equivalent amount in another currency.
"Software" means the Allegorithmic proprietary software product, licensed to You under the Specific Terms and Conditions that Allegorithmic and You entered into.
"Specific Terms and Conditions" means the specific terms and conditions and/or terms of use containing the additional terms including the applicable Fees if any, governing Your Use of a particular Software or Copyright Asset.
"Substance File" means the texture and/or filter either created from Your Use of the Software or made available to You as a Copyright Asset.
"Substance Share" means the free on-line peer-to-peer exchange platform owned and operated by Allegorithmic from which a User may share, Use and build on the Copyright assets to create its Licensee Content in accordance with the Creative Commons License.
"Substance Source" means the proprietary on-line content library owned and operated by Allegorithmic from which a User may purchase and download Copyright Assets that Allegorithmic distributes from time to time.
"Term" means the duration of the License granted to You under the Agreement as set out in Section 12.1 of the General Terms and Conditions.
"Third Party Licenses" means the terms and conditions of any third-party software which is embedded in the Software.
"Third Party Provider" means a person not affiliated to Allegorithmic that provides Copyright Assets on Substance Share and/ or Substance Source.
"Use" means the loading, installation and use of the Software or the Copyright Assets in accordance with the terms of the Agreement.
"User" means an individual person who is authorized by Allegorithmic to Use the Software or the Copyright Assets.
"You" means the User or the Legal Entity Using the Software or the Copyright Assets as licensee.
"Your" means relating to You or made or done by You.

2. CONDITION PRECEDENT TO THE LICENSING OF ANY SOFTWARE OR COPYRIGHT ASSET
You must accept the Specific Terms and Conditions applicable to a Software or Copyright Asset to be entitled to Use any Software or Copyright Asset. Your acceptance of these General Terms and Conditions alone does not grant you a right to Use any Software or Copyright Asset.
Furthermore, Your acceptance of the Specific Terms and Conditions for a particular Software or Copyright Asset does not automatically grant You a right to Use other Software or Copyright Assets unless and until You accept the Specific Terms and Conditions applicable to the particular Software or Copyright Assets you intend to Use.

3. GENERAL RESTRICTIONS APPLICABLE TO THE SOFTWARE
With respect to the Software and except as expressly permitted under the Agreement:
3.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) copy (except in the course of loading or installing), alter, adapt, modify, translate, create derivative works of the Software, (ii) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Software, (iii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Software by third parties, (iv) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Software, (v) circumvent or attempt to circumvent any technological protective measure contained in or supported by, the Software; or any copy, portion, extract or derivative thereof, (vi) use the Software in any manner that violates any applicable law or regulation whether local, national or international, (vii) use the Software in any manner that violates any Intellectual Property Rights or privacy rights of Allegorithmic or any third party.
3.2 You shall not (i) provide, disclose, display or otherwise make available the Software or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) Use the Software to develop a competing software.

4. USE OF THE SOFTWARE
4.1 Software License Terms
Subject to the terms and conditions of the Agreement including the applicable Specific Terms and Conditions for a particular Software, and Your compliance therewith including Your payment of all Fees payable if any, Allegorithmic grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicensable, non-divisible, revocable License, solely to install and execute the executable form of the Software as specified in 4.2, solely for Your internal Use by a single User, for the purpose of developing Your Licensee Content.
The License for the Software grants You the right to get access to the Documentation specific to the Software You are licensing.
Allegorithmic commits to deliver the Software within two (2) working days after Your order payment.
The Software shall be provided to You in object code. In no event, shall the source code of the Software be made available to You.
Except if You hold an Evaluation License, the License gives You the right to create Your own Substances and Licensee Content. Whilst You are not allowed under the License to redistribute the Software, You are authorized to redistribute Your Licensee Content.
4.2 One License per Indie User
Each Indie User of the Software must hold one (1) valid License of the Software. Except if You hold an Evaluation License, the License may be installed on two (2) different computers by the Indie User, provided that these computers belong to you, that such copy shall constitute "Software" for all purposes of this Agreement and that You shall not be allowed to Use both copies simultaneously.
4.3 Floating License for Pro and Enterprise Users
Pro and Enterprise Licenses are Floating Licenses, which means You may install such Software on as many computers as needed for Use by any authorized User provided that there is one (1) license per concurrent individual User.
4.4 Using previous versions
Previous versions of the Software may be used upon request to Allegorithmic.
Contact Allegorithmic at contact@allegorithmic.com for more information.

5. GENERAL RESTRICTIONS APPLICABLE TO COPYRIGHT ASSETS
With respect to Copyright Assets and except as expressly permitted under the Agreement:
5.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in Copyright Assets, (ii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to Copyright Asset by third parties, (iii) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in Copyright Assets, (iv) circumvent or attempt to circumvent any technological protective measure contained in or supported by Copyright Asset; or any copy, portion, extract or derivative thereof, (v) Use the Copyright Asset in any manner that violates any applicable law or regulation whether local, national or international, (vi) Use the Copyright Asset in any manner that violates any Intellectual Property Rights or privacy rights of Allegorithmic or any third party.
5.2 You shall not (i) provide, disclose, display or otherwise make available the Copyright Asset or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) use the Software to develop a competing software.

6. USE OF COPYRIGHTS WORK
6.1 Subject to this Agreement including the Specific Terms and Conditions for Copyright Assets applicable to You, and Your compliance therewith including Your payment of all Fees payable if any, Allegorithmic or the Third-Party Provider as the case might be, grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicenseable, revocable License, to Use a Copyright Asset and to access its Documentation, if available.
6.2 Notwithstanding anything contrary in the foregoing Section 5, the License for Copyright Asset gives You the right to store, display, modify the Copyright Asset and create Licensee Content. You may redistribute Your Licensee Content and are entitled under the License to make any Commercial Use of Your Licensee Content. For the avoidance of doubt, You shall not redistribute the Copyright Asset independently of Your Licensee Content. The Copyright Asset may only be redistributed by You if such Copyright Asset is an integrated component of your Licensee Content.

7. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND COPYRIGHT ASSETS
7.1 You acknowledge and agree that the Software and/or Copyright Assets are licensed to You only and in no event can the Software or the Copyright Assets be considered as being sold to You.
7.2 You acknowledge and agree that Allegorithmic (or their licensors or other third party as applicable) own and shall retain all right, title and interest in and to the Software and the Copyright Assets (including without limitation any copies, portions, extracts or derivatives thereof, and any developments, modifications or enhancements thereto) including all Intellectual Property Rights.
7.3 Further, if You provide to Allegorithmic any comments, suggestions, submissions, and other feedback (whether oral, in writing, or in electronic or any other form) with respect to the Software or the Allegorithmic Copyright Asset (together "Feedback"), You hereby irrevocably agree to grant Allegorithmic all the Intellectual Property Rights in such Feedback.
7.4 You acknowledge and agree that (i) the Software and the Allegorithmic Copyright Assets are original in whole and in any element thereof, alone or combined, including algorithms, interfaces, functionality, screen design, and other elements thereof, and (ii) based on the Berne Convention for the Protection of Literary and Artistic Works as well as the French Intellectual Property Code, and other applicable Intellectual Property Rights laws and treaties, Allegorithmic is the owner of the Software and the Allegorithmic Copyright Assets.
7.5 You agree that You will not delete or in any manner alter any Allegorithmic or third-party copyright, trademark or other proprietary notices appearing on or in the Software or the Copyright Asset.

8. FEES AND TAXES
Where applicable, You agree to pay all amounts due for the Software or the Copyright Assets as set forth in the applicable Specific Terms and Conditions, online stores, quote and/or invoice. All Fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay all taxes including but not limited to sales, use and withholding taxes associated with this Agreement and/or Your receipt or Use of the Software or the Copyright Asset, except for taxes based on Allegorithmic's net income, if any. In the event that Allegorithmic is required to collect any tax for which You are responsible, You will pay such tax directly to Allegorithmic. If You pay any withholding taxes that are required to be paid under applicable law, You will promptly provide Allegorithmic with written evidence from tax authorities of the payment of such taxes.
For professional customers:
No discount is applied for prior payment. Late payment is subject to penalties equal to 10% of the sums due, payable from the day following the invoice payment period. A fixed compensation fee for collection costs of 40 euros is owed in addition without further formality from the first day of late payment.

  1. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS OR THE SPECIFIC TERMS AND CONDITIONS
    Allegorithmic may revise the General Terms and Conditions and the Specific Terms and Conditions (the "Terms" for the purpose of this Section 9) at any time for legal, best practice or any other reason.
    Allegorithmic will not use this right to make substantial changes to the Terms to Your detriment without giving You a chance to agree.
    If You do not agree to the changes made to the Terms, You may terminate any License. You are expected to check for revisions to the Terms regularly as they are binding on You. Any subsequent Use by You of any Software or Copyright Assets after a change in the Terms shall imply that You accepted the revised Terms.

  2. CONSENT TO DATA COLLECTION
    You understand and agree that the Software may connect to the Internet and report information about your Use back to Allegorithmic to (i) check for Software updates; (ii) provide aggregated usage statistics of Your Use of the Software and the Use of the Copyright Asset or Your Licensee Content; and (iii) validate or block license keys in order to prevent unauthorized Use.

  3. ASSISTANCE
    In the event You have a query about the Software or a Copyright Asset, You may contact Allegorithmic support team by email at the address provided on Allegorithmic website.

  4. TERM AND TERMINATION
    12.1 Duration of the Agreement
    All Evaluation License for the Evaluation Software shall be effective for a period of thirty (30) days from the date You downloaded the Evaluation Software, unless otherwise agreed expressly between Allegorithmic and You.
    Unless expressly provided otherwise in the applicable Specific Terms and Conditions, all subscription Licenses which are subject to the payment of recurring Licenses Fees shall be effective from the date You downloaded the Software or the Copyright Asset, and will stay in force as long as You are current with the payment of the License Fees.
    Unless expressly provided otherwise in applicable Specific Terms and Conditions, all paid-in full Licenses for any Software or Copyright assets granted under the Agreement shall be effective for the duration of the applicable legal copyright protection, unless earlier terminated in accordance with the Agreement.
    12.2 Consequences of Termination
    In the event You breach this Agreement including if You fail to pay the Fees where applicable, this Agreement shall automatically terminate in its own right and Allegorithmic shall be under no obligation to provide a prior notice thereof.
    Upon termination of the Agreement, You shall, at Allegorithmic's option, either promptly delete and destroy, or return to Allegorithmic all copies of the Software in Your possession or control. Allegorithmic may also disable the Software upon the expiration of any License.
    All provisions in connection with the Intellectual Property Rights in the Software or the Copyright asset shall survive the termination of this Agreement.

  5. NO WARRANTY
    THE SOFTWARE AND THE COPYRIGHT ASSET ARE PROVIDED TO YOU "AS IS", WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ALLEGORITHMIC AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ALLEGORITHMIC FURTHER DOES NOT WARRANT THAT THE SOFTWARE OR THE COPYRIGHT ASSETS WILL ALWAYS FUNCTION UNINTERRUPTED OR ERROR-FREE. IF YOU ARE LICENSING COPYRIGHT ASSETS FROM A THIRD-PARTY PROVIDER, ALLEGORITHMIC SHALL HAVE NO LIABILITY WHATSOEVER TOWARDS YOU INCLUDING WITHOUT LIMITATION LIABILITY FOR INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS BY THE THIRD-PARTY PROVIDER, IRRESPECTIVE OF THE FACT THAT PAYMENTS HAVE BEEN MADE TO ALLEGORITHMIC. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ALLEGORITHMIC OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

  6. LIMITATION OF LIABILITY
    ALLEGORITHMIC AND ITS LICENSORS' TOTAL LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY), INDEMNITY, OR OTHERWISE AND WHETHER OR NOT ALLEGORITHMIC OR ITS LICENSORS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND EVEN IF SUCH DAMAGES WERE FORESEEABLE WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR THE COPYRIGHT ASSET OR ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT SHALL ALLEGORITHMIC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE OR THE COPYRIGHT ASSET, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  7. CONFIDENTIALITY
    15.1 The Software and Allegorithmic Copyright Assets and any copies, portions, extracts and derivatives thereof (including the source code of, or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures, technical architecture or other information embedded or used in any of the foregoing) and any other non-public information and technology disclosed by Allegorithmic to You in connection with this Agreement constitutes the confidential information of Allegorithmic (the "Allegorithmic Confidential Information"). You shall hold the Allegorithmic Confidential Information in strict confidence and shall not disclose it to any third party except to Your designees who need to have access to it and who are bound in writing by confidentiality obligations at least as protective of the Allegorithmic Confidential Information as those contained herein. You shall not use the Allegorithmic Confidential Information for any purpose other than as necessary for Your Use of the Software as expressly authorized in this Agreement. You shall exercise the same care that You exercise to protect Your own confidential and proprietary information of similar importance.
    15.2 In the event Allegorithmic receives confidential information from You, Allegorithmic undertakes to hold Your confidential information in strict confidence and not to use Your confidential information, except in connection with (i) the performance of this Agreement or (ii) Your Use of the Software. In addition, when providing Your confidential information to Allegorithmic, you shall mark all Your confidential information as "confidential" or "proprietary".
    15.3 The obligations of each party set forth above shall not apply to confidential information to the extent that the receiving party can prove that it:
    15.3.1 was already in its possession without confidentiality or use restrictions prior to its disclosure by or on behalf of the disclosing Party; or
    15.3.2 is subsequently disclosed to the receiving party without any confidentiality or use restrictions by a third party; or
    15.3.3 is in the public domain or subsequently comes into the public domain through no act or omission of the receiving Party or its agents or employees; or
    15.3.4 is required by law or a valid order by a court or other government body, provided, however, that the receiving Party promptly informs the disclosing Party in writing upon becoming aware of the relevant legal requirements.

  8. EXPORT LAW
    You agree to fully comply with all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or Used for any purposes prohibited by such laws and regulations.

  9. AUDIT RIGHT
    Upon Allegorithmic reasonable prior written notice to You, You shall permit Allegorithmic or its designees to audit from time to time Your Use of the Software or the Copyright Assets. You shall provide reasonable assistance to Allegorithmic or its designees in the event such audit is conducted.

  10. GOVERNING LAW AND JURISDICTION
    18.1 Governing law. This Agreement shall be governed by and construed in accordance with the laws of France, without regard to or application of conflict of laws rules or principles. The United Nations convention on contracts for the international sale of goods shall not apply.
    18.2 Jurisdiction. French courts of competent jurisdiction shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, including any dispute regarding the existence, validity or termination thereof, to the extent permitted by applicable law.

  11. GENERAL
    19.1 You understand and agree that money damages alone might not be an adequate remedy and as such Allegorithmic shall have the right to seek injunctive relief in any court of competent jurisdiction.
    19.2 You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Allegorithmic's prior written consent, and any attempt by You to do so, without such consent, will be void.
    19.3 Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
    19.4 All notices required or permitted under this Agreement shall be in writing. All notices to You might be either in the form of an electronic mail or by registered mail with acknowledgement of receipt. All notices to Allegorithmic shall be sent by registered mail with acknowledgement of receipt to Allegorithmic's registered office or otherwise to the address set forth in the applicable ordering document or invoice or to such other address as may be specified by Allegorithmic.
    19.5 Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.
    19.6 If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
    19.7 This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless You and Allegorithmic have executed a separate agreement governing Your Use of the Software or the Copyright Assets.
    19.8 Translations. The English language version of this Agreement is legally binding in the event of any conflict between the English version and any translations.
    19.9 Any terms or conditions contained in Your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Allegorithmic and will be deemed null.

  12. EXCEPTIONS FOR CONSUMER USERS
    20.1 If You are a Consumer and You acquire the Software or the Copyright Asset, for your direct individual Use and do not make any direct or indirect Commercial Use of the Software or the Copyright Asset then be advised that certain Sections of these General Terms and Conditions shall not be applicable to You i.e. Section 13 (No warranty), Section 14 (Limitation of liability), Section 18.2 (Jurisdiction), Section 19.8 (Translations).
    20.2 Right of Withdrawal. If You downloaded a specific Software or Copyright Asset after accepting the applicable Specific Terms and Conditions, You shall not be entitled to Your withdrawal right under applicable law provided that the right of withdrawal available to Consumers which may be exercised by You within 14 days from the date of conclusion of the contract, does not apply to contracts for the supply of digital content if (i) the digital content is not provided on a tangible medium and (ii) the contract performance started through the act of downloading by the Consumer, with the consumer's prior express consent and the consumer's acknowledgment that s/he lost his/her withdrawal right. Therefore, You hereby understand and agree that by downloading the Software or the Copyright asset and being granted instantaneous access to such digital content, You have lost Your withdrawal right.
    20.3 Mediation. If a dispute arises between You and Allegorithmic, please be aware that as a Consumer, you have a right to seek a recourse with a mediator, free of charge, in order to reach a settlement agreement with Allegorithmic. For Your information, Allegorithmic's designated mediator is the " FÇdÇration du e-commerce et de la vente Ö distance " (FEVAD) and the e-commerce mediation service (60, rue la BoÇtie - 75008 Paris, France, relationconso@fevad.com).
    20.4 Allegorithmic is a French limited liability company with a share capital of 172 580 euros, whose registered office is at 3 avenue Julien, 63000 Clermont-Ferrand, France, registered under number 448 617 753 with the Registry of Commerce and Companies of Clermont-Ferrand, with VAT registration number FR91385385844.
    The contact email address is contact@allegorithmic.com or sales@allegorithmic.com.




ALLEGORITHMIC
SPECIFIC TERMS & CONDITIONS AND TERMS OF USE
Last updated - September 14, 2017

SUBSTANCE
SUBSTANCE PLAYER
SUBSTANCE DESIGNER
SUBSTANCE PAINTER
SUBSTANCE B2M
SUBSTANCE AUTOMATION TOOLKIT
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SUBSTANCE - SPECIFIC TERMS & CONDITIONS
Last updated - August 11, 2017

By subscribing to Substance, You will be provided with a bundle comprised of the latest available releases of selected Allegorithmic Software products including (i) Substance Painter, (ii) Substance Designer, (iii) Substance B2M, (iv) Substance Automation Toolkit for the Indie license and (v) a fixed number of Substance Source assets' downloads per subscription month, depending on your License (hereinafter "Substance").
Your Use of Substance is subject to (i) the Substance Painter Specific Terms and Conditions (ii) the Substance Designer Specific Terms and Conditions (iii) the Substance B2M Specific Terms and Conditions (iv) the Substance Automation Toolkit Specific Terms and Conditions (v) the Substance Source Terms of Use, all appended hereto and (vi) the General Terms and Conditions.
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING SUBSTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.


1. ADDITIONAL DEFINITIONS
"Allegorithmic Account" means the subscription account of an Allegorithmic User, to be granted a limited monthly or yearly term-license on the Substance toolset as defined below, renewable on a monthly or yearly basis.
"Software" means either (i) Substance Painter, or (ii) Substance Designer or (iii) Substance B2M, or (iv) Substance Automation Toolkit or (v) Substance Source.
"Substance" or "Substance toolset" means a bundle comprised of the latest available releases of selected Allegorithmic Software products including (i) Substance Painter, (ii) Substance Designer, (iii) Substance B2M (iv) Substance Automation Toolkit (for Indie License only) and (iv) an access to Substance Source with limited download capacity of a fixed number of Substance Source assets per subscription month, depending on your License.
"Substance - Indie License" means the Indie License granted hereunder for Use of Substance.
"Substance - Pro License" means the Pro License granted hereunder for Use of Substance.
2. SPECIFIC TERMS AND CONDITIONS
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
A. COMMERCIAL TERMS FOR SUBSTANCE
Substance is only licensed to You under a tacitly renewable monthly or yearly subscription program which allows You to access the latest available releases of (i) Substance Painter, (ii) Substance Designer (iii) Substance B2M and (iv) Substance Automation Toolkit as long as you are current with the payment of the License Fees as set out in the Commercial Terms. Substance also allows you to download up to a fixed number of Copyright Assets of Substance Source per month and per year depending on your License.
You can cancel your Substance License at any time without cancellation fees by using the Cancel payment option on your Allegorithmic Account. In such case, You shall not be able to Use any of the Software included in Substance after the expiry of your current Substance License term, whether monthly or yearly. Upon termination of Your Substance License, Allegorithmic shall disable all Software in Your possession. Further, You shall, at Allegorithmic's option, either promptly delete and destroy, or return to Allegorithmic all copies of the Software in Your possession or control.
Your Allegorithmic Account is personal to You or Your organization, and is non-transferable. Each Allegorithmic Account may be associated with one or several individuals, depending on your License.
B. RIGHTS & USE RESTRICTIONS ON SOFTWARE AND APPLICABLE FEES
a. Restriction for Legal Entity Using Substance Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance - Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with Revenue or annual budget not exceeding USD 100,000 and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions). If You are a Legal Entity using a Substance - Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Indie License with Licensee Content developed simultaneously with a Substance - Pro License.
b. Restriction and option for all Users of Substance - Indie License
If You are an authorized User under a Substance - Indie License, You may commence a project using only a Substance - Indie License and subsequently upgrade all (but not less than all) of Your Substance - Indie License to a Substance - Pro license by contacting Allegorithmic. Option to acquire a definitive License for Substance - Indie Licensees:
Should you wish to terminate your Substance - Indie License, You may be granted the right, at your option, to a perpetual license of any version build number of the Software in force as of the day of Your Substance non-renewal or termination, without further maintenance, for the entire legal duration of the applicable copyright laws on any Software included in Substance.
PLEASE NOTE, that the above option can only be exercised upon the following cumulative conditions:
- Prior continuous subscription of twelve (12) months to Substance - Indie and;
- Payment of a fixed residual fee as set out in the Commercial Terms on Allegorithmic website, in force as of the termination date.
This option is not available for Substance - Pro Licensees.
Additional maintenance may be subscribed on Allegorithmic website or by contacting sales@allegorithmic.com.
All the aforementioned License Fees are subject to change at Allegorithmic's sole discretion. Such change shall be notified to You in accordance with the General Terms and Conditions.
c. Restriction for Legal Entity Using Substance - Pro License
If You are a Legal Entity with Revenue or annual budget exceeding USD 100,000, Allegorithmic is unwilling to grant You a Substance - Indie License to You, and You must destroy all copies of the Software in Your possession or control and You must purchase separately a Substance - Pro License and agree to the terms of such Substance - Pro License including the payment of fees as set forth in Section 2.A above.
The User is also to refer to the following conditions:
Substance Designer Specific T&C
Substance Painter Specific T&C
Substance B2M Specific T&C
Substance Automation Toolkit T&C
Substance Source Terms of Use



SUBSTANCE PLAYER - SPECIFIC TERMS & CONDITIONS
Last Updated - June 18, 2017

The software You are licensing hereunder is Substance Player ("the Software").

1. DEFINITIONS
"Substance Player" means the Software licensed to You by Allegorithmic that allows You to display or render media effects.
2. SPECIFIC TERMS AND CONDITIONS
Substance Player is provided to You as is, with some Substance files for Substance Player and/or other media elements. You may use, copy, reproduce and distribute the included Substances files only for personal, educational and Non-Commercial Use.
Allegorithmic shall retain all Intellectual Property Rights, including without limitation copyrights to all media elements provided to You with the Software.


SUBSTANCE DESIGNER - SPECIFIC TERMS & CONDITIONS
Last updated - June 18, 2017

The software You are licensing hereunder is Substance Designer ("the Software").
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.

  1. ADDITIONAL DEFINITIONS
    "Substance Designer" means Software.
    "Substance Designer Indie License" means the Indie License granted hereunder for the Software
    "Substance Designer Pro License" means the Pro License granted hereunder for the Software

  2. SPECIFIC TERMS AND CONDITIONS
    2.1 ONE USER PER LICENSE
    Each User of Substance Designer whether a Legal Entity or an individual person must hold one (1) valid License of the Software either Indie, Pro, Enterprise, Student, Academic or Evaluation Substance Designer License.
    2.2 SPECIFIC USE RESTRICTIONS
    2.2.1 Restriction for Legal Entity Using Substance Designer Indie License
    If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance Designer Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with Revenue or annual budget not exceeding USD 100,000 and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions).
    If You are a Legal Entity using Substance Designer Indie License, You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Designer Indie License with any Licensee Content developed simultaneously under a Substance Designer Pro License.
    2.2.2 Restriction for Legal Entity Using Substance Designer Pro License
    If You are a Legal Entity with Revenue or annual budget exceeding USD 100,000, Allegorithmic is unwilling to license Substance Designer Indie to You, and You must destroy all copies of Substance Designer Indie in Your possession or control and You must purchase separately a Substance Designer Pro License and agree to the terms of such Substance Designer Pro License including the payment of Fees as set forth in the applicable Commercial Terms.

  3. RESTRICTION ON USE OF SUBSTANCE DESIGNER IF YOU USE SUBSTANCE
    If Your right to Use Substance Designer is part of Your License to Substance and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to use the last executable version of the Software as long as You are either (i) up to thirty (30) days, or up to the end of the current term if agreed otherwise, after Your last Substance subscription monthly payment, as duly performed (ii) current with Your maintenance program subscription payment, as duly performed.



SUBSTANCE PAINTER - SPECIFIC TERMS & CONDITIONS
Last updated - June 18, 2017

The software You are licensing hereunder is Substance Painter ("the Software").
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
"Substance Painter" means Software.
"Substance Painter Indie License" means the Indie License granted hereunder for the Software
"Substance Painter Pro License" means the Pro License granted hereunder for the Software

2. SPECIFIC TERMS AND CONDITIONS
2.1 ONE USER PER LICENSE
Each User of Substance Painter whether a Legal Entity or an individual person must hold one (1) valid License of the Software either Indie, Pro, Enterprise, Student, Academic or Evaluation Substance Painter License.
2.2 SPECIFIC USE RESTRICTIONS
2.2.1 Restriction for Legal Entity Using Substance Painter Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance Painter Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with Revenue or annual budget not exceeding USD 100,000 and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions).
If You are a Legal Entity using Substance Painter Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance Painter Indie License with any Licensee Content developed simultaneously under a Substance Painter Pro License.
2.2.2 Restriction for Legal Entity Using Substance Painter Pro License
If You are a Legal Entity with annual gross Revenue or annual budget exceeding USD 100,000, Allegorithmic is unwilling to license Substance Painter Indie to You, and You must destroy all copies of Substance Painter Indie in Your possession or control and You must purchase separately a Substance Painter Pro License and agree to the terms of such Substance Painter Pro License including the payment of Fees as set forth in the applicable Commercial Terms.

3. RESTRICTION ON USE OF SUBSTANCE PAINTER IF YOU USE SUBSTANCE
If Your right to Use Substance Painter is part of Your License to Substance and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to use the last executable version of the Software as long as You are either (i) up to thirty (30) days, or up to the end of the current term if agreed otherwise, after Your last Substance subscription monthly payment, as duly performed (ii) current with Your maintenance program subscription payment, as duly performed.


SUBSTANCE B2M - SPECIFIC TERMS & CONDITIONS
Last updated - June 15, 2017

The software You are licensing hereunder is Bitmap2Material (the "Software").
In addition to the General Terms and Conditions, Your Use of the Software is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
"Substance B2M" or "B2M" means Software.
"Substance B2M Indie License" means the Indie license granted for the software
"Substance B2M Pro License" means the Pro license granted for the software

2. SPECIFIC TERMS AND CONDITIONS
2.1 ONE USER PER LICENSE
Each User of Substance B2M whether a Legal Entity or an individual person must hold one (1) valid License of the Software, either Indie, Pro, Enterprise, Student, Academic or Evaluation Substance B2M License.

2.2 SPECIFIC USE RESTRICTIONS
2.2.1 Restriction for Legal Entity Using Substance B2M Indie License
If You are accepting the terms of this Agreement on behalf of a Legal Entity for Use of the Software with a Substance B2M Indie License, You represent and warrant to Allegorithmic that You are a Legal Entity with Revenue or annual budget not exceeding USD 100,000 and as such You are entitled to Use an Indie License (as this term is defined in the General terms and Conditions).
If You are a Legal Entity using Substance B2M Indie License You are not permitted to combine or integrate in any manner any Licensee Content developed under a Substance B2M Indie License with any Licensee Content developed simultaneously under a Substance B2M Pro License. 2.2.2 Restriction for Legal Entity Using Substance B2M Pro License
If You are a Legal Entity with Revenue or annual budget exceeding USD 100,000, Allegorithmic is unwilling to license Substance B2M Indie to You, and You must destroy all copies of Substance B2M Indie in Your possession or control and You must purchase separately a Substance B2M Pro License and agree to the terms of such Substance B2M Pro License including the payment of Fees as set forth in the applicable Commercial Terms.

3. RESTRICTION ON USE OF BITMAP2MATERIAL IF YOU USE SUBSTANCE
If Your right to Use Substance B2M is part of Your License to Substance and is subject to the payment of subscription License Fees which are payable monthly or otherwise, You are entitled to use the last executable version of the Software as long as You are either (i) up to thirty (30) days, or up to the end of the current term if agreed otherwise, after Your last Substance subscription monthly payment, as duly performed (ii) current with Your maintenance program subscription payment, as duly performed.


SUBSTANCE AUTOMATION TOOLKIT - SPECIFIC TERMS & CONDITIONS
Last updated - July 27, 2017

The development tools You are licensing hereunder are Substance Automation Toolkit ("Automation Toolkit").
In addition to the General Terms and Conditions and the Specific Terms and Conditions for Substance Designer if applicable, Your Use of Automation Toolkit is subject to the following additional terms and conditions.
DEPENDING ON THE TYPE OF LICENSE GRANTED TO YOU, DIFFERENT RIGHTS AND RESTRICTIONS WILL APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY.
1. ADDITIONAL DEFINITIONS
"Substance Automation Toolkit" or "Automation Toolkit" means development tools known as Automation Toolkit, Substance BatchTools or Pysbs, either commonly or independently licensed to the User, as well as any documentation and services provided in regard thereto. Substance Automation Toolkit software includes a set of utilities destined to automate processes in your texturing pipelines.
"Documentation" means documentation and information that Allegorithmic provides regarding the use of Automation Toolkit through Allegorithmic websites.

2. SPECIFIC TERMS AND CONDITIONS
2.1 LICENSE CATEGORIES
Each User of Automation Toolkit, whether a Legal Entity or an individual person must hold either: one (1) valid Substance Designer Indie License or a valid subscription to Substance Indie License, on a per-user basis; or one (1) Substance Automation Toolkit license designed for Pro and Enterprise licensees on a per location or corporate basis.
Substance Automation Toolkit may be packaged with Substance Engine SDK upon prior agreement with Allegorithmic, on a case-by-case basis.

2.2 SPECIFIC USE CONDITIONS
2.2.1. Permitted use
Substance Automation Toolkit are provided to help You streamline your creation process of texture rendering.
Allegorithmic grants you a limited, non-exclusive, non-transferable, non-divisible and revocable license to use the Substance Automation Toolkit. In addition thereto, please note that Pro and Enterprise licenses for Substance Automation Toolkit are 12-months renewable licenses.
Allegorithmic reserves the right to limit, or temporarily or indefinitely suspend your access to the Automation Toolkit.
Allegorithmic owns all rights, title, and interest, including all intellectual property rights, in and to, the Substance Automation Toolkit and all elements, data and components thereof; Allegorithmic services; and Allegorithmic brands and materials. Except for the licenses granted in these terms, Allegorithmic does neither grant you any right, title, or interest in the Automation Toolkit, nor acquire any ownership in your application.
If you are under the Pro or Enterprise license, You must have a valid agreement in force with Allegorithmic to use the Substance Automation Toolkit in a production environment.
If you are under the Pro or Enterprise license, unless there is a separate valid agreement between You and Allegorithmic for the Automation Toolkit, You may use such Automation Toolkit exclusively for evaluation and testing purpose, any other purpose being prohibited.
2.2.2. Restrictions on use
You may not use the Automation Toolkit or any other technology in a manner that accesses or uses any information beyond what Allegorithmic allows under this section or the Documentation, that changes the Automation Toolkit, that breaks or circumvents any of Allegorithmic's technical process or security measures, that disrupts or degrades the performance of Allegorithmic Software.
You may neither sell, rent, lease, sublicense, redistribute, or syndicate access to Automation Toolkit, nor alter or remove any Allegorithmic brands elements or legal notices contained in, or appearing on Automation Toolkit.
You may not use the Automation Toolkit to replicate or compete, directly or indirectly, with the Software or any other Substance suite products offered by Allegorithmic.
You may not reverse-engineer Substance Automation Toolkit or generally any part of the Substance Automation Toolkit, or any portion thereof, or distribute or transmit any malware, viruses or other computer programming that may damage or detrimentally interfere with any system or data, to the extent permitted by applicable law. You represent and warrant that Your application does not and shall not contain any "viral open source code", the present obligation being of the essence for Allegorithmic.
To the extent that any part of the Substance Automation Toolkit includes source code, Allegorithmic may make such part of the Substance Automation Toolkit subject to additional restrictions during the course of the license.
You understand that abiding by the present Section 2 is of the essence for the performance of this Agreement. In consideration thereto, You agree that violation of Section 2 shall automatically terminate Your license to use the Automation Toolkit, without further notice.
2.2.3. Feedbacks and enhancements
Allegorithmic shall own, and You shall not have any right, title or interest in, any enhancements or other modifications to the Software or the Automation Toolkit based on any suggestions, enhancement requests, recommendations or other feedback provided by You to Allegorithmic, either directly or through any communication or development platform, to the extent permitted by applicable law.
2.2.4 Warranty and liability
Notwithstanding anything to the contrary herein, Substance Automation Toolkit and its components are provided "as is" without indemnity or warranty of any kind, whether express, implied, statutory, or otherwise. Allegorithmic shall bear no liability of any kind for any direct, indirect, incidental, punitive, special or consequential damages resulting from use, misuse (or attempted use) of the Automation Toolkit and has no obligation to provide support to You, unless expressly licensed otherwise and to the extent permitted by applicable law.
You agree to defend, hold harmless and indemnify Allegorithmic, and its subsidiaries, affiliates, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users' use of the Automation Toolkit or violation of these terms of use, including any liability or expenses arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys' and litigation fees.


TERMS OF USE OF SUBSTANCE SOURCE
Last updated: September 14, 2017

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR DOWNLOADING OR USING ANY COPYRIGHT ASSET FROM SUBSTANCE SOURCE.
Substance Source is a library of Copyright Assets owned and operated by Allegorithmic ("Allegorithmic") a limited liability company with its registered office at 3 avenue Julien 63000 Clermont-Ferrand, France.
Substance Source can be either purchased on Allegorithmic website (https://www.allegorithmic.com), or used through the Substance Source Website.
The Substance Source Website is owned and operated by Allegorithmic.
Each of the assets provided in Substance Source are subject to Copyright Assets Terms.
In these Terms of Use, capitalized terms shall have the meaning ascribed to them in the General Terms and Conditions unless defined elsewhere in these Terms of Use.
The Copyright Assets including any updates enhancements and new features are subject to these Terms of Use ("Terms of Use"). These Terms of Use constitute a legally binding agreement between You and Allegorithmic.
By using this Website, purchasing Substance Source - Pro License or Enterprise License, or by downloading Copyright Assets from Substance Source, You accept and agree to these Terms of Use, General Terms and Conditions and any applicable terms and conditions policies or disclaimers that may be found on Allegorithmic and Substance Source websites or Substance Source partner websites.

1. GENERAL TERMS OF USE OF SUBSTANCE SOURCE
By accessing or using Substance Source You warrant and undertake to Allegorithmic that You have the legal right to use Substance Source and download and use Copyright Assets.
1.1 Download of Copyright Assets
You may use Substance Source to download Copyright Assets distributed by Allegorithmic. The Copyright Assets shall be licensed to You by Allegorithmic.
For Substance - Indie and Substance -Pro Licensees, Allegorithmic provides an online platform allowing to download Copyright Assets.
For Substance Source - Pro and Substance Source - Enterprise licensees, Substance Source is provided via a .zip file to be downloaded on main Allegorithmic website, at https://www.allegorithmic.com. Substance Source - Pro and Substance Source - Enterprise licensees may also use the online platform mentioned above.
You understand and agree that Allegorithmic is not responsible for any problem that may happen in the use of Copyright Assets.
1.2 Number of downloads
If you subscribe to Substance as Indie or Pro, you are authorized to download up to a fixed number of Copyright Assets per month, as defined on Allegorithmic website.
1.3 Maintenance Service
Substance Source maintenance service ("Maintenance Service") is included in the first Term (12-months) period of the Substance Source - Pro site License and the Substance Source - Enterprise site License, and then offered on an optional basis.
Maintenance Service provides most recent Substance Source content updates. The scope of Maintenance Services will be automatically extended accordingly, for the Maintenance Service customer to be provided with the most recent released content version of Substance Source.
Maintenance Service shall not include delivery of additional modules, which may be ordered at the list price as part of a separate agreement.
The annual maintenance fees are fifty (50) per cent of the current list price ("Maintenance Fees") of Substance Source. Maintenance Fees are due and payable annually in advance of a maintenance period ("Maintenance Period"), defined as a renewable twelve (12) months period beginning twelve (12) months after the beginning of the Term. Payment of Maintenance Fees must be continuous, without lapse of coverage. Maintenance Fees shall be adjusted yearly as per Substance Source list price. All Maintenance Service ordered for a Maintenance Period shall be non-cancelable and non-refundable. You may terminate the Maintenance Service by written notice, including e-mail, sent prior to the renewal date. No partial termination of Maintenance Service shall be admissible.
The present section shall not apply to Substance toolset monthly subscriptions.

2. YOUR USE OF SUBSTANCE SOURCE
2.1 No prohibited use of Substance Source
Except if You have been expressly permitted to do so by Allegorithmic under a separate written agreement, You agree that You will not reproduce, alter, modify, duplicate, copy, sell or trade any or all of the Substance Source Website for any purpose.
2.2 Member Account Password and Security
If Substance Source requires You to open an account, You must complete the registration process by providing Allegorithmic with current complete and accurate information as prompted by the applicable registration form.
You also will choose a password and a user name which are personal. You are responsible for keeping your account information and password confidential and are responsible for all activity that occurs under Your account.
You agree to notify Allegorithmic without delay of any unauthorized use of Your account or any other breach of security that You detect or suspect on Your account.
2.3 No unlawful use of Substance Source
You agree to use Substance Source only for purposes that are permitted by the terms of these Terms of Use or any applicable law or regulation. You agree to comply with all applicable local laws and regulations regarding the download and Use of Copyright Assets. In particular, You warrant that You shall not do anything with Substance Source which is unlawful or could be considered without limitation to be offensive, racist, sexist, libelous, threatening, obscene, defamatory, disparaging, be critical of or derogatory of Allegorithmic Third-Party Providers or other third-parties or infringing on third party rights including unregistered rights image rights or Confidential Information.
2.4 Accessing Substance Source
You agree not to access or attempt to access Substance Source by any means other than through the interface that is provided by Allegorithmic unless You have been expressly allowed otherwise to do so by Allegorithmic in a separate written agreement. You specifically agree not to access or attempt to access Substance Source through any automated means.
You agree that You will not engage in any activity that interferes with or disrupts (i) Substance Source including its servers or connected networks or (ii) the Copyright Assets.
You agree that You are solely and fully responsible for Your own Use of Substance Source and Copyright Assets You downloaded and any breach of Your obligations or contravention under these Terms of Use or the Specific Terms and Conditions for Substance Source or under any applicable laws or regulations and for all the consequences of such breach or contravention including without limitation, losses or damages of any kind which Allegorithmic may suffer from your breach or contravention. You understand and agree that in no event shall Allegorithmic be liable to You or any other third party for any such breach or contravention.

3. OWNERSHIP RIGHTS OF COPYRIGHT ASSETS
If You download Copyright Assets, You understand and agree that Allegorithmic owns all rights, title and interest in Copyright Assets available through Substance Source.
You understand that Copyright Assets are licensed to You and not sold to You.
You understand that you cannot distribute, sell or license any of the Copyright Assets.

4.INDEMNIFICATIONS FOR YOUR USE OF SUBSTANCE SOURCE
To the maximum extent permitted by law, You agree to defend indemnify and hold harmless Allegorithmic, its affiliates and their respective directors officers employees and agents from and against any and all claims, actions, suits or proceedings as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising directly or indirectly out of Your Use of Substance Source including the use of the Source Website and the Downloading and Use of any Copyright Assets.

5.TERMINATION
5.1 These Terms will continue to apply until terminated by either You or Allegorithmic as set out below.
5.2 If You want to terminate these Terms of Use You may do so by ceasing Your use of Substance Source and any Copyright Assets downloaded by You from Substance Source.
5.3 Allegorithmic may at any time terminate these Terms of Use if: (A) You have breached any provision of these Terms of Use; or (B) Allegorithmic is required to do so by law or a court order; or (C) Allegorithmic decides to close or no longer provide access to Substance Source.
5.4 Upon termination of these Terms of Use for any reason and except for the terms of the Terms of Use which are meant to survive termination of the Terms of Use including without limitation Section 4 (Indemnifications for Your Use of Substance Source and Section 7 (Limitation of liability), all of legal rights obligations and liabilities that You and Allegorithmic were subject to, shall terminate. The termination of these Terms of Use shall have no impact on the Copyright Assets downloaded by You prior to termination, except if these Terms of Use have been terminated by Allegorithmic for a breach of Your obligations.

6.DISCLAIMER OF WARRANTIES
6.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF SUBSTANCE SOURCE AND ANY COPYRIGHT ASSETS DOWNLOADED OR OTHERWISE OBTAINED USING SUBSTANCE SOURCE IS AT YOUR SOLE RISK AND THAT SUBSTANCE SOURCE AND THE COPYRIGHT ASSETS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, ALLEGORITHMIC, ITS SUBSIDIARIES, HOLDING COMPANIES, AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT (A) YOUR USE OF SUBSTANCE SOURCE OR THE COPYRIGHT ASSETS WILL MEET YOUR REQUIREMENTS (B) YOUR USE OF SUBSTANCE SOURCE OR THE COPYRIGHT ASSETS WILL BE UNINTERRUPTED TIMELY SECURE OR FREE FROM ERROR (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF SUBSTANCE SOURCE OR COPYRIGHT ASSETS WILL BE ACCURATE OR RELIABLE (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE OR APPLICATION MADE AVAILABLE TO YOU ON SUBSTANCE SOURCE WILL BE CORRECTED AND (E) SUBSTANCE SOURCE OR THE COPYRIGHT ASSETS WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA.
6.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALLEGORITHMIC FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS OR CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO SUBSTANCE SOURCE OR ANY COPYRIGHT ASSETS DOWNLOADED OR OTHERWISE OBTAINED THROUGH SUBSTANCE SOURCE.

7. LIMITATION OF LIABILITY
ALLEGORITHMIC'S AND ITS LICENSORS' TOTAL LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE REGARDLESS OF THE CAUSE OF ACTION WHETHER BASED ON WARRANTY CONTRACT TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY), INDEMNITY OR OTHERWISE AND WHETHER OR NOT ALLEGORITHMIC OR ITS LICENSORS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND EVEN IF SUCH DAMAGES WERE FORESEEABLE WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE COPYRIGHT ASSET THAT DIRECTLY CAUSED YOUR PROVEN DAMAGES OR ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT, SHALL ALLEGORITHMIC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA BUSINESS PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE EXECUTION OR PERFORMANCE OF THE COPYRIGHT ASSETS WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE ARE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 7, ALLEGORITHMIC AND ITS LICENSOR'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. CHANGE OF TERMS
Allegorithmic may revise the terms of these Terms of Use and the Agreement at any time for legal best practice or any other reason. Allegorithmic will not use this right to make substantial changes to the Terms of Use to Your detriment without giving You a chance to agree. Allegorithmic will inform You in advance of any substantial revision of the Terms of Use by sending an email to You. Before Your visit, Allegorithmic may have changed the Terms of Use. Please be sure to review the current Terms of Use each time You visit Substance Source and intend as new Terms of Use may be applicable.

9. GOVERNING LAW AND JURISDICTION
9.1 GOVERNING LAW. THESE TERMS OF USE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE WITHOUT REGARD TO OR APPLICATION OF CONFLICT OF LAWS RULES OR PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY.
9.2 JURISDICTION. FRENCH COURTS OF COMPETENT JURISDICTION SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE INCLUDING ANY DISPUTE REGARDING THE EXISTENCE, VALIDITY OR TERMINATION THEREOF TO THE EXTENT PERMITTED BY APPLICABLE LAW.

10. GENERAL
10.1 You understand and agree that money damages alone might not be an adequate remedy to Allegorithmic in case of breach of these Terms of Use and as such Allegorithmic shall have the right to seek injunctive relief in any court of competent jurisdiction.
10.2 You may not assign or transfer these Terms of Use or any rights granted hereunder by operation of law or otherwise without Allegorithmic's prior written express consent and any attempt by You to do so without such express consent will be void.
10.3 Except as expressly set forth in these Terms of Use the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.
10.4 All notices required or permitted under these Terms of Use shall be in writing. All notices to You might be either in the form of an electronic mail or by registered mail with acknowledgement of receipt. All notices to Allegorithmic shall be sent by registered mail with acknowledgement of receipt to Allegorithmic's registered office or otherwise to such other address as may be specified by Allegorithmic.
10.5 Each party may enforce its respective rights under these Terms of Use even if it has waived the right or failed to enforce the same or other rights in the past. Any waiver, modification or amendment of any provision of these Terms of Use will be effective only if in writing and duly authorized by representatives of the parties.
10.6 If any provision of these Terms of Use is held to be unenforceable or invalid that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
10.7 The terms and conditions set forth in these Terms of Use shall govern the entire agreement between You and Allegorithmic relating to Allegorithmic's provision of and Your Use of Substance Source and Copyright Assets and shall apply to the exclusion of any terms and conditions which are contained in referenced in or accompanying any purchase order or other document record or communication issued or otherwise transmitted by a Party whether in written electronic or any other form (together the "Documents") unless such Documents were expressly agreed prior in writing by Allegorithmic.
Furthermore, the terms and conditions of these Terms of Use shall prevail over any additional or conflicting terms or conditions which are contained in any "shrink-wrap" or "click-through" agreements with any software used in connection with Substance Source or the Copyright Asset.
10.8 These Terms of Use are the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all proposals understandings or communications between the parties oral or written regarding its subject matter unless You and Allegorithmic have executed a separate written agreement governing Your Use of Substance Source or Copyright Assets.
10.9 Translations. The English language version of these Terms of Use is legally binding in the event of any conflict between the English version and any translations.