END-USER LICENSE AGREEMENT FOR DESIGNCONNECTED PRODUCTS
(LICENSE AGREEMENT)

 

The following sets forth the terms and conditions with respect to the use of the Designconnected Content and Designconnected Software (Designconnected Products) and governs the relationship between Designconnected Ltd. as Licensor and the end-user of Designconnected Products as Licensee.

Definitions

Art. 1. For the purposes of the present License Agreement, the terms and the phrases listed bellow shall have the following meaning:

1. Designconnected EOOD (Designconnected), a limited liability company, duly incorporated and existing under the laws of Republic of Bulgaria, registered under company file No 9600/2007 of the Plovdiv District Court, with seat and registered address in Plovdiv, 25 General Gurko Str., Bulgaria, registered under the Bulgarian Value Added Tax Act under VAT No BG1160127900. Designconnected is a producer of Content within the meaning of the Bulgarian Copyright and Related Rights Act with respect to the Designconnected Content.
2. “Designconnected Products” are Designconnected Content and Designconnected Software.
3. “Designconnected Content” is a Content organized as a catalog of three-dimensional models of original interior design products (including but not limited to furniture, accessories, lamps, carpets, etc.), which are created by Designconnected on the base of the images of the original interior design products and which might be combined and used for designing virtual interior compositions.
4. “Designconnected Software”(Designconnected Manager) is а computer program(plug-in), used for the functioning of definite part of Designconnected Content. Designconnected Software allows the three-dimensional models of original interior design products as part of the Designconnected Content to be combined and used for designing virtual interior compositions within the Autodesk 3dStudio MAX/VIZ software.
5. In this Agreement:“you” or the “Client” or the “End-user” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; “Designconnected” or “we” means Designconnected Ltd., operator of the Site; and “Content” means any 3d file, image or any media or other material that you are downloading from the Site, together with any accompanying material. “Computer” is an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

License Terms

Art. 2.We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it.

Permitted License Uses:

Art. 3.

1. You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution, or if the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file. For example, you cannot superficially modify the Content and sell it to others for consumption, reproduction or re-sale.
2. Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, computers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead.
3. Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
· advertising and promotional projects, including printed materials, presentations, film and video presentations, commercials, catalogues, brochures;
· entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
· on–line or electronic publications, including web pages to a maximum of 800 x 600 pixels;
· prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
· any other uses approved in writing by Designconnected.
If there is any doubt that a proposed use is a Permitted Use, you should contact Designconnected for guidance.

License Prohibitions

Art. 4.

1. Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:
· use the Content in applications intended for resale;
· use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other;
· use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
· incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
· to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
· remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
· sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
· install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
· use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

Membership.

Art.5.

1. In order to use the Designconnected Products the end-user shall:
a. have a registration in Designconnected.com;
b. purchase any of the 3d models available on the website Designconnected.com;
c. agree with the present License Agreement; and
d. pay the remuneration applicable to the respective 3d model(s).
2. The end-user’s purchasing request shall be performed by consecutive performance of the following actions:
a. choosing a 3d model(s) by clicking on the "Add to shopping cart" virtual button which is next to the description of the respective 3d model(s);
b. choosing a way of payment and filling in the invoice data (if applicable);
c. review of the information filled in the registration form;
d. confirmation of the purchasing request through the button “Check-out”.

Activation and Access to the Designconnected Products

Art. 6.

1. The services provided by Designconnected under the present License Agreement are available after prior payment of the respective remuneration by the end-user.
2. Designconnected immediately confirms the receipt of the payment by sending a communication to the end-user’s email address.
3. In order to use any 3d model in DCM file format from the Content the end-user should download and install Designconnected Manager software available at www.designconnected.com. The use of Designconnected Manager is free and it is licensed for one person/one computer use. If you want to use the Content in DCM file format on more than one computer at time you should purchase additional workstation license package. If you do not intent to use any 3d models in DCM file format, the above requirement does not apply to you. During the installation process of the Designconnected Software a unique request key will be generated. By copying and pasting his unique request key into the appropriate field for generating of an authorization key on the Designconnected website an unique authorization key will be generated. The end-user should press the generated hyperlink and download the authorization file on the computer where the Designconnected software has been installed. With the activation of the Designconnected software or/and activating the access to the Designconnected Products the end-user agrees the performance of the present License Agreement to begun. No right of withdraw from the concluded License Agreement shall be admissible after the activation of the access to the Designconnected Products.

Duration

Art. 7.
1. The term of this License Agreement shall commence upon the date of its conclusion and shall remain in full force for the term of the subscription plan, which is paid and activated by the end-user.
2. In all cases, the term under preceding paragraph may not be longer than 2 years.
3. The term under paragraph 1 above may be prolonged for a new subscription period upon payment of new subscription remuneration by the end-user.

Amendment of the Present License Agreement

Art. 8.

1. As far as the services and products of Designconnected are various and permanently increasing and modifiable with a view to their improving and widening, as well as in accordance with the changes in the applicable law, the present License Agreement could be amended unilaterally by Designconnected. Further amendments of the present License Agreement shall not affect a subscription, which is already paid and activated by the end-user without his prior consent.
2. Updates of the Designconnected Products may be granted to the end-user with additional or different terms.

Rights and Obligations of the End-User

Art. 9.

1. End-user is entitled to use the Designconnected Products for the purposes specified in the present License Agreement in compliance with the limits and terms of his subscription plan. Unless otherwise provided under his subscription plan, the end-user may install and use the Designconneted Software and Products on maximum two computers.
2. The end-user may make a back-up copy of the Designconnected Software insofar as it is necessary for its use for the purposes under this License Agreement. Any copy of the Designconnected Products made by the end-user must contain the same copyright and other proprietary notices that appear on or in the Designconnected Products.
3. During the term of his subscription the end-user shall have right to receive free of charge updates of the Designconnected Software (if any). All updates are integral part of the Designconnected Products. By Using an update the end-user voluntarily terminate his right to use any previous version of the Designconnected Software.
4. As an exception, the end-user may continue to use previous versions of the Designconnected Software on his Computer after he starts using the update but only in respect to the transition to the update, provided that:
a. the update and the previous versions are installed on the same computer;
b. the previous versions or copies thereof are not transferred to another party or computer; and
c. the end-user acknowledges that any obligation Designconnected may have to support the previous versions of the Designconnected Software may be ended upon availability of the update.

Art. 10.

1. The end-user undertakes:
a. to pay the remuneration corresponding to the 3d model(s), chosen by him;
b. not to share free, resale, copy, multiply, distribute, modify or use Designconnected Products in any other way which does not correspond to the present License Agreement or to his subscription plan;
c. not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Designconnected Software except to the extent expressly permitted under the applicable law or by Designconnected.
2. When using the Designconnected Products the end-user is obliged:
a. to observe the applicable law, the present License Agreement and the rules of morality and good faith;
b. not to offend material or non-material rights of third parties, including intellectual property rights over any of the components or elements, included in the Designconnected Products;
c. not to perform and not to try to attain unauthorized use of the Designconnected Products.

Intellectual Property Rights

Art. 11.

1. Designconnected exclusively owns and is entitled to grant any intellectual property right over the Designconnected Products (including its source code, all different documentation and files, regardless the Designconnected Software’s version). The structure, organization and source code of the Designconnected Products are the valuable trade secrets and confidential information of Designconnected.
2. The law protects Designconnected Products as well as the original interior design products, included in the Designconnected Content as three-dimensional images. Except as expressly stated herein, this License Agreement does not grant to the end-user any intellectual property rights in the Designconnected Products or in any original interior design products included in the Designconnected Content. Designconnected or the respective owner of the intellectual property rights over original interior design products, included in the Designconnected Content, reserve all rights not expressly granted.
Conclusion of the License Agreement.

Art. 12.

By completing the subscription form and clicking on the check-box “I accept the End-User License Agreement for Designconnected Products” and on the virtual button “Submit”, the end-user performs an electronic statement within the meaning of the Bulgarian Electronic Document and Electronic Signature Act and declares that he is acquainted with the License Agreement, accepts its terms and conditions and undertakes to observe it. The electronic statement, by its storage on the Designconnected 's server through a generally accepted standard for technical transformation that makes possible its reproduction, gains the capacity of an electronic document within the meaning of the quoted act. Designconnected may store in log-files on its server the end-user's IP address, as well as any other information necessary for the identification of the end-user and for the reproduction of his electronic statement for acceptance of the present License Agreement in case of arising of legal dispute. The end-user may correct the information, which he fills in the registration form before the performance of the statement under the preceding paragraph.
1. The registration in Designconnected.com and the statement under paragraph 1 above shall be performed by the legal representative of the end-user - legal entity.
2. The License Agreement shall take effect at the moment when the consent is expressed as described under paragraph 1 above. The License Agreement shall be concluded in English.
3. Designconnected shall confirm the receipt of the statement under paragraph 1 above by sending a communication to the end-user’s email address filled in the registration form. The communication shall include:
a. the name, registered address and contact details of Designconnected to which the end-user may address any complaints;
b. a hyperlink to the text of the present License Agreement;
c. the remuneration for the requested 3d model(s), including all taxes;
d. the arrangements for payment and performance;
e. information on after-sales services and guarantees, which exist (if any).
4. The subscription request shall not be valid and shall not oblige Designconnected in cases where the email address of the end-user filled in the subscription form is wrong, incorrect or incomplete or if Designconnected do not receive a valid payment of the remuneration applicable to the respective 3d model(s).

Liability

Art. 13.

1. The Designconnected Products may allow access to third parties websites. Designconnected is not liable for the content of these websites, the availability and the quality of the goods and the services provided through these websites or the performance of all undertaken obligations, pertaining to their provision, as far as the actions of the third parties are not under the Designconnected's control.
2. The Designconnected Products are made available on an “as is” basis only and without any guarantee that, the Designconnected Products will satisfy end-user’s requirements or will fit for particular purposes, which are not explicitly specified in the present License Agreement.
3. By accepting the present License Agreement, the end-user declares that the use of the Designconnected Products will be entirely at his risk and liability. The parties hereby agree that Designconnected shall not be responsible for damages caused to the end-user during the use of the Designconnected Products, unless they have been caused deliberately or by gross negligence of Designconnected.

Termination and Rescission

Art. 15.

1. The License Agreement between the parties shall be terminated:
a. upon expiration of the term of the end-user’s subscription plan;
b. by the date of termination or death of any of either party;
c. upon mutual agreement between the parties;
d. in other cases laid down by the applicable law.
2. Besides the cases stipulated above in the present License Agreement each party may rescind the contract by sending a notification of 7 days to the other party in case of essential or systematical non-performance of the obligations under this License Agreement.
3. In case of termination or rescission of the present License Agreement, the end-user shall immediately cease the use of the Designconnected Products and shall be obliged to erase all copies of Designconnected Products he made.

Force Majeure

Art. 16. Non performance of the obligations by either party under this License Agreement, other than payment of money, shall be excused if such performance is prevented or delayed by any act or cause beyond the control of the non-performing party, and which such party could not reasonably have foreseen and avoided; provided that such defaulting party shall promptly notify the other party of the existence of such cause and shall at all times use the best efforts to resume and complete performance promptly.

Written Form

Art. 17. The written form shall be considered accomplished with sending an e-mail, clicking on a virtual button in web page, clicking on a check-box in the website Designconnected.com or others similar, as far as the statement is technically stored in a way that allows it to be reproduced.

Applicable Law

Art. 20.

1. The present License Agreement shall be governed by and construed in accordance with the laws of the Republic of Bulgaria.
2. For all matters not explicitly provided for by the present License Agreement, the provisions of the General Terms and Conditions of Designconnected.com and of the Bulgarian legislation presently in force shall apply.
3. This License Agreement shall not prejudice the statutory rights of any party dealing as consumer.

General Provisions

Art. 9.

1. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Rules for using Designconnected.com and General Terms and Conditions and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
2. Designconnected’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
3. This Agreement is personal to you and is not assignable by you without Designconnected’s prior written consent. Designconnected may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
4. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
5. The parties agree that in case some of the clauses of the present License Agreement are found to be invalid, this shall not entail invalidity of the License Agreement, its clauses or other parts of the contract. The invalid clause shall be substitute by the imperative rules of the applicable law or the established practice.
6. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
7. The present License Agreement shall be governed by and construed in accordance with the laws of the Republic of Bulgaria. For all matters not explicitly provided for by the present License Agreement, the provisions of the General Terms and Conditions of Designconnected.com and of the Bulgarian legislation presently in force shall apply. This License Agreement shall not prejudice the statutory rights of any party dealing as consumer.
8. All disputes and claims, arising from this License Agreement or related to it, including those arising from or connected to its interpretation, validity, performance or termination, as well as disputes on filling gaps in this agreement or its adaptation to newly established facts, shall be referred for resolution to the Arbitration Court at the Bulgarian Chamber of Commerce and Industry, Sofia in accordance with its rules. The language of the proceeding shall be English.
9. The parties have requested that this Agreement and all related documents be drawn up in English.

Acknowledgement

Art. 10.YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF DESIGNCONNECTED AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND DESIGNCONNECTED, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND DESIGNCONNECTED RELATING TO THE SUBJECT OF THIS AGREEMENT.