Sophie 3D Component General License Agreement
By use "Sophie 3D Component" you accept this license agreement and that it is not used for commercial purposes or that the logo "Sophie 3D Engine" and any other graphic elements are in no way hidden or modified.

XOSystem is the owner of the sophie3d.com web site, is willing to grant you, or, in the case that you represent a corporation or other organization, that corporation or organization (collectively and interchangeably, "Licensee" or "You") a limited, personal, non-exclusive license to use the "Software" set forth on the one or more order forms, paper or electronic, You have entered into with XOSystem relating to the Software (each, an "Order Form") subject to Your acceptance and agreement to be bound by the terms of this End User Software License Agreement (together with the terms and conditions of the Order Form, the "Agreement")
By clicking on the "I Accept" button below (or by otherwise installing or using any Software), You acknowledge that You have read, understand, and agree to be bound by the terms of this Agreement as it relates to that software as of the date on which you first click the "Accept" button, or otherwise first install or use the Software (such date, the "Effective Date"). If You do not agree to the terms of this Agreement, XOSystem is unwilling to grant You a license to the Software, You should click on the "I Do Not Accept" button below to discontinue the installation process, and you should promptly return the software to the place from which you obtained it for a refund.
1. Grant of License. Subject to the terms and conditions of this Agreement, XOSystem grants to You a personal, limited, non-exclusive, non-transferable license to use the number of Licenses for the Software set forth in each applicable Order Form, solely in executable form, and solely to develop and display web pages.
2. Installation. You may install, use, access, display and run the Software on a any number of computers, such as a workstations, web servers or other devices ("Workstations"). You may also store or install the Software on a storage devices, such as a network server, used to install or run the Software on Your other Workstations over an internal network. However, a license for the Software may not be shared among multiple users, as each license is limited to a single authorized user. If You wish to expand the number of authorized users of the Software, You may purchase additional licenses from XOSystem. Additional licenses will be subject to the terms of this Agreement.
3. Restrictions. Except as expressly permitted under this Agreement, You will not, and will not allow any third party to: (a) copy the Software (except for 1 copy for backup and disaster recovery purposesor as described in the documentation accompanying the Software); (b) modify, translate, adapt, alter, or create derivative works from the Software; (c) merge the Software with any other software or documentation; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of theSoftware; (e) distribute, sublicense, rent, lease or loan the Software to any third party; or (f) usethe Software for the business needs of another person or entity, including without limitation, providingoutsourcing, service bureau, commercial hosting, application service provider or on-line services tothird parties. You may not remove, alter or obscure any proprietary notice that appears on the Software or on any copies made in accordance with this Agreement.
4. Ownership. The Software is licensed, not sold, to You for use solely subject to the terms and conditions of this Agreement. The Software and all worldwide intellectual property and proprietary rights therein and relating thereto, are and will remain the exclusive property of XOSystem or its licensors, if any. Except for the limited rights expressly granted under Section 1, You will have no right, title or interest (whether by implication, estoppel, or otherwise) in or to the Software or any Intellectual Property Rights (as defined below) therein or thereto. XOSystem retains all rights, title and interest in and to any and all trademarks and logos of XOSystem displayed on or in the Software. You agree not to challenge or contest XOSystem’s rights to or ownership of, or otherwise attempt to assert any rights in, the Software. "Intellectual Property Rights" means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights.
5. Third Party Code. The Software may contain or include software code owned or provided by third-party licensors of XOSystem ("Third-Party Code"). For any Third-Party Code clearly indicated to be subject to the terms of a third party software license (a "Third-Party License"), the terms of the applicable Third-Party License will apply to the Third-Party Code independent of the terms of this Agreement. Any Third Party Code not subject to a Third Party License is subject to the terms and conditions of this Agreement and the licensors of any such Third Party Code are third party beneficiaries of this Agreement. Nothing in this Agreement limits Your rights under, or grants rights to You that supersede, the terms of any applicable Third-Party License.
6. Version Restrictions: You acknowledge that the Software identified as a "beta" version("Beta Software") is provided solely as a convenience for You. Beta Software may include additional features or functionality currently under development for inclusion in the Software, but is not currently supported by XOSystem. You acknowledge that Beta Software will not be supported under Section 7. You covenant to treat all Beta Software as Software, including, but not limited to, the restrictions on use set forth in Section 3.
7. Fees and Payment.
7.1 License Fee. In consideration of the rights to the Software provided under this Agreement, You will pay XOSystem the fees ("Fees") listed on the sophie3d.com Web site applicable to the Software.
7.2 Payment. Payment of the Fees must be made in Euro, and must be paid via credit card or direct withdrawal from a bank account. You grant XOSystem the right to charge the credit card or bank account specified in the applicable Order Form for all Fees incurred under this Agreement. On the Effective Date, You will remit to XOSystem a one-time payment of the Fees as set forth on the OrderForm based on the number of end-user licenses You are purchasing. You may, at any time during the term of the Agreement, increase the number of licenses which you have purchased upon providing written notice to XOSystem, together with payment of XOSystem’s then-current Fees associated with such number of additional end-user licenses. All Fees are non-refundable. Your obligation to pay Fees not subject to a reasonable dispute will be unconditional and not subject to abatement, setoff or defense of any kind. Fees exclude all applicable sales, use, and other taxes, fees, duties and similar charges, and You will be responsible for payment of all such taxes (other than taxes based on XOSystem’s income), fees, duties, and charges. Any portion of the Fees not paid when due will accrue interest at 18% per annum (1.5% per month) or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
8. Term and Termination. The term of this Agreement will begin on the Effective Date and, unless earlier terminated as set forth in this Agreement, will continue indefinitely. You may terminate this Agreement at any time by providing notice to XOSystem. This Agreement will also automatically terminate if  You breach a material term of this Agreement. Upon any termination of this Agreement, You agree to immediately cease all use of the Software, destroy all copies of the Software, and, upon the request of XOSystem, certify in writing Your compliance with the terms and conditions of this Section8. Upon any termination of this Agreement due to uncured breach by XOSystem, You will be entitled to receive a pro rata amount of the Fees paid under this Agreement based on a 3 year useful life of the Software. The foregoing is Your exclusive remedy for XOSystem’s breach of this Agreement. Sections 4, 9, 10, 11, 12, and 15 shall survive termination of this Agreement.
9. Warranty and Disclaimer. XOSystem DOES NOT WARRANT THAT: (A) THE OPERATION OFTHE SOFTWARE OR HARDWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT FUNCTIONS CONTAINED IN THE SOFTWAREWILL OPERATE IN COMBINATIONS OF SOFTWARE OR HARDWARE THAT MAY BE SELECTED FOR USE BY YOU; (B) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ANY RESULTS, OUTPUT, OR DATA PROVIDED THROUGH ORGENERATED BY THE SOFTWARE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE. EXCEPT AS EXPRESSLY STATEDIN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY LAW, XOSystem SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, RELATING TO THIS AGREEMENT AND THE SOFTWARE AND ANY SERVICES PROVIDED TO YOU, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
10. Limitation of Liability. THE LIABILITY OF XOSystem UNDER THIS AGREEMENT, REGARDLESS OF THE BASISOF LIABILITY OR THE FORM OF ACTION, WILL NOT EXCEED THE FEES PAID TO XOSystem FOR THE PORTION OF THE SOFTWARE OR SERVICES CAUSING THE LIABILITY. IN NO EVENT WILL XOSystem BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OROTHERWISE, AND REGARDLESS OF WHETHER XOSystem HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES,INCLUDING WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY RESULTS OBTAINED FROMOR THROUGH THE SOFTWARE. XOSystem WILL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLETO THE SOFTWARE OR CHANGES TO NETWORK CONFIGURATION THAT MAY AFFECT THE PERFORMANCE OF THE SOFTWARE.
11. Indemnification. You will indemnify, defend, and hold harmless XOSystem, its licensors, and each of their respective employees, officers, directors, and affiliates ("Indemnified Parties"), from any and all claims, losses, liabilities,damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from Your use of the Software or Your breach of any term of this Agreement. XOSystem will provide You with noticeof any such claim or allegation, and XOSystem will have the right to participate in the defense ofany such claim at its expense.
12. Confidential Information. You acknowledge that the Software contains confidential and proprietary information of XOSystem, including without limitation the Source Code,inventions, algorithms, know how and other proprietary information contained therein (collectively, "Confidential Information"). You agree to protect the Confidential Information with at least the same degree of care employed with respect to Your own confidential or proprietary information. You will not use the Confidential Information for any purpose other than in connection with Your use of theSoftware under the Agreement. Except as otherwise set forth in this Agreement, under no circumstances will You allow any third party to have access to the Software.
13. Assignment. You may not assign, delegate or otherwise transfer this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of XOSystem. Unless specifically authorized in writing by XOSystem, assignment of this Agreement will not release You from any prior outstanding obligation under this Agreement or allow You or Your assignee to expand the number of installations of the Software authorized under this Agreement. This Agreement is freely assignable by XOSystem and will inure to the benefit of XOSystem’s successors and assigns. Any assignment in violation of this Section 13 is null and void.
14. AdditionalTerms. If any provision of this Agreement is found to be unenforceable, such term will be considered severable from the remaining terms, which will continue to be valid and enforceable. Any amendments or modifications of this Agreement will be binding upon the parties only if made in writing and signed authorized representatives of both parties. Under no circumstances will the preprinted terms of any purchase order or any other terms apply to this Agreement. No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by authorized representatives of both parties and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by the either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right. All notices, consents and approvals under this Agreement must be delivered in writing by personal delivery, electronic facsimile or certified mail, postage pre-paid, to the other party at its address set forth on the sophie3d.com Web Site or at such other address as may be later designated by such party. Notices will be deemed to have been received upon the date of receipt or, in the case of certified mailing, on the day of receipt of recorded delivery by post. This Agreement will be governed by the laws of the State of Italy without regard to conflicts of law principles. All disputes arising under this Agreement must be brought in the state and provincial courts located in Pesaro, Italy, as permitted by law. Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding. No agency, partnership, or joint venture is created by this Agreement. The parties are and remain at all times independent contractors and not agents or employees of the other party