SOFTWARE LICENSE AGREEMENT

1 TERMS OF USE

1.1 TOOLCHEFS LIMITED (Company Number 09345032) (Toolchefs) owns and operates certain tools, downloadable plugins and software, character animation, character models, content and related services (Tools). In this Agreement, “us”, “we” and “our” refer to Toolchefs and references to “you” and “your” is to you, the user of the Tools or any of your officers, contractors or employees.

1.2 Toolchefs grants you a node-locked, non-exclusive, non-transferable, limited licence (Tool Licence) to use and access the Tools subject to the provisions of this agreement (Agreement).

1.3 All use of the Tools remains subject to this Agreement, unless expressly agreed otherwise in writing by Toolchefs. You are deemed to have accepted and shall be bound by this Agreement, upon the earlier of paying any Fees or using the Tools.

1.4 In the event of non-payment or breach of this Agreement, we may end the agreement hereby formed immediately by giving you written notice. It is not essential to provide reasons for the termination. If you do not agree with this Agreement or we give notice of termination, you must immediately cease using the Tools.

2 CONDITIONS OF USE

2.1 Licence Limitations
(a) You may use any Tool on a single computer as part of non-revenue projects or commercial projects for a third party, forming part of a User creative work (User Creative Work) and you comply with any specific limitations applicable to specific Tools.
(b) Tools that do not form part of User Creative Work may not be, licensed, resold, published or distributed to third parties without the written consent of Toolchefs.
(c) Toolchefs claims no right, title or interest in and to your work incorporated into User Creative Work. You agree to: (i) preserve all proprietary notices Toolchefs attaches to the Tools; and (ii) distribute any User Creative Work pursuant to a commercially reasonable end-user licence agreement containing terms and conditions consistent with good commercial practices that restrict use of the User Creative Work and forbid reverse engineering or re-distribution of User’s Creative Work.
(d) Except as otherwise expressly provided under this Agreement, you shall have no right to:
I. Transfer, rent, commercialise, assign or sublicense its license rights to any other person or entity, you acknowledge that any such action will be void;
II. Copy, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Tools or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Tools;
III. Otherwise attempt to circumvent the provisions of this Agreement or discover or misappropriate the source code or architecture of the components of any Tools;
IV. Use any robot, spider, other automatic device, or manual process to monitor or copy any Tools without our prior written permission;
V. Export the Tools in violation of any U.N. embargoes, U.S. or other applicable laws and regulations;
VI. Use or permit the Tools to be used to perform services for third parties or integrate it (or part of it) in other third party applications or integrate it (or part of it) into your own software without our express written authorisation or otherwise in a manner not permitted by this Agreement; or
VII. Disclose, provide or otherwise make available trade secrets contained within the Tools in any form to any third party without our prior written consent.

2.2 Fees, Invoicing & Payment
(a) No Fees are payable for free tools.
(b) Fees are not refundable in any circumstances whatsoever.
(c) Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.

3 INTELLECTUAL PROPERTY

3.1 The Tools (including any source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by you or any other user) remains the copyright and intellectual property of Toolchefs (except to the extent sublicensed from a third party).

3.2 Without our express written permission, you shall not copy the Tools whether for your own commercial purposes, any internal business or public use whatsoever, including:
(a) use any “deep-link”, “robot”, “spider”, “page-scrape” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Tools;
(b) replicate all or part of the Tools in anyway for separate sale or distribution; or
(c) incorporate all or part of the Tools in any other separable saleable tool, application or other digital or non-digital format.

3.3 Toolchefs has moral, proprietary and/or registered rights in its trademarks and you shall not copy, alter, use or otherwise deal in the marks without the prior written consent of Toolchefs.

4 CONFIDENTIALITY & NON-DISCLOSURE

4.1 For the purpose if this Clause, “Confidential Information” shall mean any information relating to the Tools that is not already publicly available without breach of confidentiality obligations.

4.2 The User undertakes that, except as provided by sub-Clause or as authorised in writing by Toolchefs, it shall for the period ending 12 months after termination of this Agreement:
(a) keep confidential all Confidential Information;
(b) not disclose any Confidential Information to any other party;
(c) not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
(d) not make any copies of, record in any way or part with possession of any Confidential Information; and
(e) ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by the User, would be a breach of the provisions of the above.

4.3 The User may disclose Confidential Information to (a) any governmental or other authority or regulatory body, or (b) any of its contractors, suppliers, employees or officers, to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to the User first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in (a) and (b) above or any authorised employee or officer of any such body) obtaining and submitting to Toolchefs a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

4.4 Prior to the commencement of use of the Tools by any contractors, suppliers, employees or offices of the User, the User shall make such people aware of the provisions of this Clause 4.

4.5 The provisions of this Clause 4 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of this Agreement for any reason.

5 LIMITATION OF LIABILITY & INDEMNITY

5.1 The Tools are provided “as is” without any warranty or representation whatsoever and Toolchefs: (i) does not guarantee any specific results from use of the Tools, (ii) does not warrant that the use of the Tools will be uninterrupted or error-free, (iii) has no obligation to provide any support to correct any bugs, errors or discrepancies in the Tools; and (iv) shall have no liability or obligations if the Tools are shown to infringe the Intellectual Property Rights of a third party.

5.2 You acknowledge that in using the Tools you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. We accept no responsibility for the unavailability of the Tools, or any services relating to the Tools.

5.3 You agree to indemnify us for any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of or conduct in connection with the Tools, including ordinary use of the Tools or any breach by you of this Agreement.

5.4 In no circumstances shall we be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Tools or any content, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not we knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

5.5 You warrant and represent that you are not a consumer and the Tools are being used for commercial purposes. Apart from those that cannot be excluded, we and our related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to the re-supply of our services or payment of the cost of re-supply of services.

6 NOTICES

6.1 You can contact our customer support team by email (support@toolchefs.com).

6.2 We will send you notices and other correspondence to the email address that you submit, or that you notify us. It is your responsibility to update your contact details as they change.

6.3 A consent, notice or communication under this agreement is effective if it is sent as an electronic communication (having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002) unless required to be physically delivered under law.

7 GENERAL

7.1 We may assign or create any interest in our rights under this Agreement by giving you written notice.

7.2 Any provision of this Agreement, which is invalid or unenforceable in any jurisdiction, is, as to that jurisdiction, ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of this Agreement, so far as is reasonably practicable.

7.3 The parties agree that this Agreement shall be accepted electronically and the agreement to this Agreement is formed and validly entered into electronically.

7.4 The termination of this Agreement does not affect the parties’ rights in respect of periods before the termination of this Agreement.

7.5 This Agreement and any non-contractual obligations arising therefrom are governed by the laws of England and Wales and you submit to the non-exclusive jurisdiction of the courts in England.

Toolchefs is a trademark or registered trademark of Toolchefs LTD
Autodesk and Maya are trademarks or registered trademarks of Autodesk Inc.
Side FX and Houdini are trademarks or registered trademarks of Side Effects Software Inc.
Newtek and Lightwave are trademarks or registered trademarks of Newtek Inc.
TheFoundry and Nuke are trademarks or registered trademarks of The Foundry Visionmongers Limited.
All other brand names, product names, or trademarks belong to their respective holders.