LAST UPDATED MAY 15, 2023
Please read this Trial License (the “License”) before You activate a License Key and start using the Software.
This License applies only to legal entities which use the Software (as defined below) on a trial basis to evaluate its features.
This License is not applicable to users who have purchased or activated the Software through the website https://zibra.ai/. Therefore, if you have already purchased or activated the Software, this License shall not apply to You, and You should refer to the Terms of Service available at: https://zibra.ai/terms-of-service/.
BY ACTIVATING A LICENSE KEY AND INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AND A NON-DISCLOSURE AGREEMENT AVAILABLE AT: https://zibra.ai/zibra-effects-business-trial-license-nda/, WHICH IS INCORPORATED BY REFERENCE INTO THIS LICENSE.
PLEASE READ THIS LICENSE AND THE NON-DISCLOSURE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE WITH THIS LICENSE OR THE TERMS AND CONDITIONS OF THE NON-DISCLOSURE AGREEMENT, YOU HAVE NO RIGHT TO ACCESS OR USE THE SOFTWARE.
You accept this License on behalf of the company or other legal entity, and You warrant that You have the full legal authority to accept the terms and conditions of this License on behalf of such company or other legal entity.
1. Definitions
In this License, the following terms and expressions shall have the following meanings:
“License” shall mean this license which governs Your use of the Software;
“License Key” shall mean a unique code provided by Zibra AI, which allows You to activate and use the Software and contains information regarding the License Term;
“License Term” shall mean a term of fourteen (14) consecutive calendar days starting from the date of Your installation of the Software and activation of the License Key unless another term is separately determined by Zibra AI in the License Key or otherwise communicated to You by Zibra AI;
“Software” shall mean “Zibra Effects”, a cross-platform GPU-based plugin for real-time Liquids, Smoke, and Fire physics simulation and rendering;
“You” (or “Your”) shall mean a legal entity (represented by its authorized representative) to which Zibra AI grants the License; and
“Zibra AI” shall mean ZIBRA AI INC., a Delaware corporation, registration number 5298131, registered at 16192 Coastal Highway, Lewes, Delaware 19958, USA.
The Software may be currently under development and include experimental features that are enabled or disabled by default.
2. License.
Subject to the terms of this License, Zibra AI grants You a temporary, worldwide, non-exclusive, no-charge, royalty-free, revocable, and limited license to install, access, and use the Software during a one-time License Term for internal use and the sole purpose of testing and evaluating the Software.
Sublicensing of this License is strictly prohibited.
The License will automatically terminate after the expiration of the License Term. At the end of the License Term, your use of the Software shall expire, and any further use of the Software without the prior written consent of Zibra AI shall be strictly prohibited.
3. Prohibited uses.
You are not entitled to use the Software for purposes other than those defined in clause 2.
You shall not (i) modify, adapt, redistribute, decompile, reverse-engineer, disassemble, incorporate the Software into or with other products or software not contemplated by this License or otherwise attempt to derive the source code of the Software; (ii) sell, allow access to, rent, encumber, give, or sublicense or otherwise transfer to anyone the Software, or any portions thereof; (iii) allow third parties to use, modify, copy the Software and/or create derivative works of the Software and/or otherwise attempt to extract any or all the source code of the Software; (iv) patent the Software, any pieces of the Software or any derivative works based on the Software; (v) use the Software other than for the purposes indicated in this License; (vi) copy or otherwise reproduce the Software; (vii) violate in any way any applicable federal, state, local, or international law or regulation or this License; (viii) use the Software for the purposes of creation of content and/or products of any kind promoting violence, harassment and/or having pornography character or mention Zibra AI among persons related to the creation and/or promotion of creation of such content and/or products is strictly prohibited; (ix) without an express authorization of Zibra AI, use the Software in any digital representation of value, ownership, or contractual rights; and (x) use the Software (or any its part) for any commercial purposes.
You shall not post, demonstrate or make publicly available the Software and/or any pieces of Your content which contain the Software or which is generated through the Software, any files or instructions provided by Zibra AI together with the Software, and any technical, derivative, or other results of using the Software in any commercial and/or non-commercial projects without the prior written consent of Zibra AI.
4. Ownership.
Zibra AI retains all rights, title, and interest in and to all the intellectual property (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights, and all other intellectual property rights) embodied in or associated with the Software, source and object code, technology and any content created or derived therefrom. You acknowledge that the License does not provide You with title or ownership to the Software, but only a right of limited use subject to this License. This License does not create any implied licenses, and Zibra AI expressly reserves all rights not expressly granted to You under this License. You shall not use the Software in any way not explicitly permitted by this License and incompliant with the ownership rights stated in this License.
5. Trademarks.
This License does not grant You any permission to use the trade names, trademarks, service marks, or product names of Zibra AI.
6. Disclaimer of Warranty.
Unless required by applicable law or agreed to in writing, Zibra AI provides the Software on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Software and assume any risks associated with Your exercise of permissions under this License.
7. Limitation of Liability.
In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Zibra AI be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Software (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses), even if Zibra AI has been advised of the possibility of such damages.
8. Dispute Resolution.
Any dispute, claim or controversy arising out of or relating to this License or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this License to arbitrate, shall be determined by arbitration in San Francisco, California office of Judicial Arbitration & Mediation Services, Inc. before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
9. Governing Law.
THE LICENSE AND ANY ACTION RELATED TO IT WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
