END-USER LICENSE AGREEMENT FOR DESIGNCONNECTED PRODUCTS (LICENSE AGREEMENT)
END-USER LICENSE AGREEMENT FOR Design Connected PRODUCTS
(EULA)
The following sets forth the terms and conditions of use of the Design Connected Content and Design Connected Software (Design Connected Products) and governs the relationship between Design Connected EOOD as Licensor and the end-user of Design Connected Products as Licensee.
1. Definitions
For the purposes of the present License Agreement, the terms and phrases listed below shall have the following meaning:
a. Design Connected EOOD (Design Connected), a limited liability company, duly incorporated and existing under the laws of the Republic of Bulgaria, with seat and registered address in Plovdiv, 25 General Gurko Str., Bulgaria, registered under the Bulgarian Value Added Tax Act under VAT No BG160127900. Design Connected is a producer of Content and Software within the meaning of the Bulgarian Copyright and Related Rights Act with respect to the Design Connected Content and Software. The Headquarter office address is Plovdiv, Hristo Botev Blvd, 92B, Floor 3 with phone number +359 32 539 170.
b. “Design Connected Products” or “Products” are Design Connected Content and Design Connected Software.
c. “Design Connected 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 Design Connected.
d. “Design Connected Software” are software applications, tools and scripts developed by or under the guidance of Design Connected. This includes the digital assets manager Connecter and the 3ds Max gamma tool.
e. 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; “Design Connected” or “we” means Design Connected EOOD, operator of the Site; “Software” means every software product produced by Design Connected; 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.
2. License Terms
a. We hereby grant you a perpetual, non-exclusive, non-transferable worldwide license to use the Products for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, it is a prohibited activity or use.
b. 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 may not superficially modify the Content and sell it to others for use, reproduction or re-sale.
c. 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.
d. You may use the Software for personal or enterprise purposes, transfer the installation files to different locations and use it as long as it does not violate the Permitted Uses below.
3. Permitted Uses
Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
a. Advertising and promotional projects, such as CG visualizations, multimedia presentations, including film and video, commercials, broadcast and theatrical presentations;
b. Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters;
c. On–line or electronic publications, including web pages and/or internet broadcast;
d. Prints, posters, catalogues, brochures (i.e. a hardcopy) and other;
e. Any type of personal projects and/or artwork;
f. Any other uses approved in writing by Design Connected;
The following are “Permitted Uses” of Software:
a. Downloading, installing and using on one or multiple Computers.
b. Private transfer of the installation files within a company.
c. Use in combination with the explicitly mentioned Third-party Software products.
If there is any doubt as to whether a proposed use is a Permitted Use, you should contact Design Connected for guidance.
4. Prohibited Uses
You may not do anything with the Content that is not expressly permitted in the preceding Permitted Uses section. For greater certainty, the following are “Prohibited Uses” and you may not:
a. Use the Content in applications intended for resale;
b. Incorporate the Content in any product that results in a redistribution or re-use of the Content or is otherwise made available in such a manner that a person can extract or access or reproduce the Content as an electronic file;
c. Remove any notice of copyright, trade-mark or other proprietary right from any place it has been fixed on or embedded in the Content;
d. Sub-license, re-sell, rent, lend, assign, give away or otherwise transfer or distribute the Content or the rights granted under this Agreement;
e. 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;
f. Use or display the Content in an electronic format that makes it possible for it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
Prohibited use of Design Connected Software:
a. Manual alternation the original files without permission or guidance by Design Connected.
b. Public distribution of the installation files without authorization.
c. Resale of Software without explicit permission.
5. Activation of and Access to the Design Connected Products
a. In order to use the Design Connected Products the end-user shall:
[] Have a registration in designconnected.com (Design Connected ID);
[] Purchase any of the 3d models or download software available on designconnected.com;
[] Agree with the present License Agreement;
[] Pay the charge applicable to the respective Product(s).
b. The end-user’s purchasing request shall be submitted by the consecutive performance of the following actions:
[] Choosing a 3d model(s) by clicking on the "Add to shopping cart" virtual button;
[] Choosing a method of payment and entering of invoice information (if applicable);
[] Review of the information filled in the registration form;
[] Confirmation of the purchasing request through the button “Place order”.
c. Design Connected immediately confirms the receipt of the payment by sending a communication to the end-user’s email address.
6. Duration
The term of this License Agreement shall commence on the date of its conclusion and shall remain in full force for any future use of the Products, which are paid and/or downloaded by the end-user from Design Connected.
7. Termination and Rescission
In case of termination or rescission of the present License Agreement, the end-user shall immediately cease the use of the Design Connected Products and shall be obliged to erase all copies of Design Connected Products made.
8. Amendment to the Present License Agreement
a. As far as the services and products of Design Connected 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 may be amended unilaterally by Design Connected. Further amendments to the present License Agreement shall not affect any Content, which is already paid/prepaid/downloaded by the end-user without his/her prior consent.
b. Updates of the Design Connected Products may be granted to the end-user under additional or different terms.
9. Rights and Obligations of the End-User
The end-user undertakes:
a. To pay the charges for the corresponding Product(s), chosen by him/her;
b. Not to share free, resale, copy, multiply, distribute, modify or use Design Connected Content in any other way which is in violation of the present License Agreement;
c. When using the Design Connected Products the end-user is obliged:
d. To observe the applicable law, the present License Agreement and the rules of morality and good faith;
e. Not to breach material or non-material rights of third parties, including intellectual property rights over any of the components or elements, included in the Design Connected Products;
f. Not to perform and not to try to attain unauthorized use of the Design Connected Products.
10. Intellectual Property Rights
a. Design Connected exclusively owns or is entitled to grant any intellectual property rights over the Design Connected Products.
b. The law protects Design Connected Content as well as the original interior design products, reproduced in the Design Connected Content as three-dimensional models. Except as expressly stated herein, this License Agreement does not grant to the end-user any intellectual property rights over the Design Connected Products or over any original interior design products included in the Design Connected Content. Design Connected or the respective owner of the intellectual property rights over original interior design products, included in the Design Connected Content, reserves all rights not expressly granted.
11. Conclusion of the License Agreement.
a. By completing the payment and/or free downloads pages and clicking on the button “Place order” or “Download”, the end-user performs an electronic statement within the meaning of the Bulgarian Electronic Document and Electronic Signature Act and declares that he/she is acquainted with the License Agreement, accepts its terms and conditions and undertakes to observe it. The electronic statement, by its storage on the Design Connected '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. Design Connected 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/her electronic statement of acceptance of the present License Agreement in case a legal dispute arises . The end-user may correct the information, which he/she filled in the payment/download pages and forms before the performance of the statement under the present paragraph.
b. All payments and/or content downloads performed on Design Connected.com and the statement under paragraph 14 above shall be performed by the legal representative of the end-user - legal entity.
c. The License Agreement shall take effect at the moment when the consent is expressed as described under paragraph 14 above. The License Agreement shall be concluded in English.
d. Design Connected shall confirm the receipt of the statement under paragraph 14 above by sending a communication to the end-user’s email address filled in the payment/download form(s). The communication shall include:
[] The name, registered address and contact details of Design Connected to which the end-user may address any complaints;
[] Hyperlink to the text of the present License Agreement;
[] The charge for the requested Products, including all taxes;
[] The arrangements for payment and performance;
[] Information on after-sales services and guarantees, which exist (if any);
e. The payment request shall not impose obligation on Design Connected in cases where the email address of the end-user filled in the registration/payment form is wrong, incorrect or incomplete or where Design Connected has not received a valid payment of the charges applicable to the respective Content.
12. Liability
a. Design Connected makes no representations or warranties whatsoever as to the legality or validity of your use of the content. The content and accompanying materials (if applicable), are provided “AS IS” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose.
b. Design Connected grants no rights and makes no representations or warranties with respect to the use of any names, trademarks, copyrighted designs or works in the content. It is your responsibility to make sure that all necessary rights, consents, or permissions that may be required for your use of any content are obtained.
c. Design Connected does not guarantee that the content, Design Connected website(s), or other materials, will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the content is assumed solely by you.
d. In no event shall Design Connected total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use the Design Connected website and/or content exceed the monetary amount actually received by Design Connected from you for your use of the applicable content. Neither Design Connected nor any of its managers, employees, members or suppliers shall be held liable by you or by any other person or entity for any damages, costs or losses arising out of your use of the content, even if Design Connected has been advised of the possibility of such damages, costs or losses.
e. The Design Connected products may allow access to third parties’ websites. Design Connected 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 third parties are not under the Design Connected control.
13. Force Majeure
Non-performance of the obligations by either party under this License Agreement, other than payment of money, shall be excused if the performance of such obligations is prevented or delayed due to any act or cause beyond the control of the non-performing party, and where such act or cause could not have reasonably been foreseen and avoided by such party; provided that such breaching 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 the performance promptly.
14. Written Form
The written form shall be considered accomplished by sending an email, clicking on a virtual button in web page, clicking on a check-box in the website Design Connected.com or similar actions, as far as the statement is technically stored in a way that allows for its reproduction.
15. Applicable Law
a. The present License Agreement shall be governed by and construed in accordance with the laws of the Republic of Bulgaria.
b. For all matters not explicitly provided for by the present License Agreement, the provisions of the General Terms and Conditions of Design Connected.com and of the Bulgarian legislation currently in force shall apply.
c. This License Agreement shall not prejudice the statutory rights of any party dealing as a consumer.
16. General Provisions
a. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Rules for using Design Connected.com 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.
b. Design Connected 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.
c. This Agreement is personal to you and is not assignable by you without Design Connected prior written consent. Design Connected may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
d. 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.
e. The parties agree that in case some of the clauses of the present License Agreement are found to be invalid, this shall not entail the invalidity of the License Agreement, its clauses or other parts of the contract. The invalid clause shall be substituted by the imperative rules of the applicable law or the established practice.
f. You agree to pay and be responsible for any and all sales taxes, usage fees, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Content, pursuant to this Agreement.
g. 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 of Use of Design Connected.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 a consumer.
h. 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 concerning the filling of 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 proceedings shall be English.
Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF Design Connected 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 DESIGN CONNECTED, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND DESIGN CONNECTED RELATING TO THE SUBJECT OF THIS AGREEMENT.
IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH DESIGN CONNECTED, DESIGN CONNECTED SHALL HAVE THE RIGHT TO DEACTIVATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH DEACTIVATION SHALL BE IN ADDITION TO DESIGN CONNECTED’S OTHER RIGHTS AT LAW AND/OR EQUITY. Design Connected SHALL BE UNDER NO OBLIGATION TO REFUND ANY FEES PAID BY YOU IN THE EVENT THAT YOUR ACCOUNT HAS BEEN TERMINATED BY REASON OF BREACH, ANY SUCH BREACH OR BREACHES.
YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING THE CONTENT ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.
