Legal Notices


Terms & Conditions

Terms & Conditions

Last Updated: February 10, 2015
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Website

This Website is owned and operated by OTOY Inc. (“OTOY“). By accessing and using this Website, you agree to these Website Terms and Conditions (“Terms”) without qualification. If you do not agree to be bound by these Terms, please do not use this Website and/or Services or continue to use this Website, the Materials and/or Services.

Some Services may also be subject to additional terms and conditions as indicated in those Services (“Additional Terms“). If there is any conflict between these Terms and the Additional Terms, then the Additional Terms take precedence.

Changes

OTOY may periodically revise the terms of these Terms by updating this page. You agree to be bound by subsequent revisions. Accordingly, you should periodically visit this page to review the current Terms.

Passwords

In order to access a Service you may either be issued a unique username and password or be requested to select your own username or password. Where you are requested to select your own password you must not select one which is unsuitable. Unsuitable passwords include number combinations that may be easily guessed and other numbers easily connected with you.

In all cases you must safeguard your password.

All your passwords are personal to you and you must:

(a) at all times maintain the confidentiality of each password and not disclose any password to any third party;
(b) only use a password for the purpose for which it was intended; and
(c) ensure that no one can see you entering your password.

You must immediately notify OTOY of any actual or possible:

(a) disclosure of your password to any other person as soon as you are aware or suspect that your password has been disclosed; and
(b) unauthorized access to this Website or any Service as soon as you suspect or become aware of that unauthorized access.

You must immediately change your password:

(a) as soon as you are aware or suspect that your password has been disclosed; or
(b) you suspect or become aware of any unauthorized access to this Website or any Service.

You are solely responsible for any use of this Website or any Service by any person using your password. You indemnify OTOY against any and all claims arising out of your failure to:

(a) maintain the confidentiality of your password;
(b) take all reasonable steps to prevent disclosure to any person when entering your password;
(c) unreasonably delaying notification to OTOY of the actual or possible disclosure of your password or unauthorized access to this Website; and
(d) leaving a computer unattended when logged on to this Website.

Your password, and therefore further use of the Website, the Materials and/or Services, may be cancelled at any time you are in breach of these Terms.

Restrictions

You may not:

  • copy, replicate, reproduce, distribute, transmit, publish, translate, adapt, modify, vary, decompile, disassemble or reverse engineer any part of this Website, the Materials or the System;
  • make any part of this Website, the Materials or any Service available to any other person to whom the appropriate password has not been issued; or
  • link to this Website in any way which misleads any person regarding any association with the Website or your association with OTOY whether implicitly or expressly.

You must not use or permit the use of this Website, the System or any Service:

(a) which is contrary to any applicable law;

(b) that contravenes the intellectual property, privacy or any other rights of any third party;

(c) which is in any way harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, lewd, profane, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;

(d) for any purpose other than as specifically intended; or

(e) in any way that interferes with the function or accessibility of the Website or that restricts the access of others thereto.

You must not introduce to this Website, or the System or any Service any virus, worm or any other code designed to interrupt, manipulate or damage the Website, the System or any Service in any way.

OTOY has carefully designed the Website with the purpose of delivering certain content to users in a particular format and with a particular appearance. No third party shall have the right to utilize the content of the Website in any way that interferes with that purpose. In particular, OTOY prohibits any party from displaying the content on the Website in any format where third party advertising or other materials that OTOY did not authorize in writing is viewed or viewable together with the proprietary content from the Website.

Privacy of Personal Information

Please see OTOY’s privacy policy at https://home.otoy.com/privacy-policy/ for information about how OTOY collects, uses and discloses information about users of the Services and/or Website.

When you use OTOY’s Services and/or Website, OTOY collects information about you, like your name, postal address, e-mail address, age, industry, location, IP address, GPU’s, browser information, and other information to and including that related to your use of OTOY’s website, such as:
(a) Details of the user (including name, address, telephone and facsimile numbers and e-mail addresses);
(b) Details of the user’s sales history (including product or service purchased price and date of purchase);
(c) Details of the user’s forum posts; and
(d) Details of the user’s access to the Website and use of the Services.

As a user of OTOY’s products, Services, software and / or Website, you acknowledge and agree that OTOY may hold, use and / or disclose the information it collects to send you important information relating to OTOY’s products, software and Services, including changes to our terms, conditions and policies, or for other administrative purposes, for business purposes, such as statistical and other data analysis, improving our products and services and identifying usage trends, providing our services to you, promotional and marketing purposes, internal research purposes, to protect OTOY’s legal rights, and for any other use that you authorize.

OTOY may also use various technologies, including but not limited to Google Analytics, to collect and store information about your visits to OTOY’s website, and your use of its products and Services. Google Analytics is operated externally to, and independently of, OTOY. You can view Google’s privacy policy here http://www.google.co.nz/intl/en/policies/privacy/
OTOY does not guarantee the security of your personal information. Please contact OTOY immediately if you believe your personal information is no longer secure.

Where OTOY holds personal information relating to you, and that personal information is readily retrievable, you are entitled to obtain confirmation of whether OTOY holds that personal information, and to have access to, and to request correction of, that information. Any enquiries relating to your personal information, and any requests to access, correct, update or remove your information, or any complaint about a breach of your privacy, should be sent to OTOY at Otoy Inc., 1010 Wilshire Blvd. #1604, Los Angeles CA 90017

If you advise OTOY that you do not want it to collect any or all of your personal information, then, depending on the nature of the information you do not authorize OTOY to collect, OTOY may not be able to allow you user access to forums, enable software updates which would otherwise be available to the individual user, or provide other similar benefits or services. This may also otherwise affect OTOY’s ability to provide you with its products and / or Services.

You acknowledge and agree that OTOY may provide all information collected to third parties for purposes including
(a) administering, managing and monitoring the Website, products and Services;
(b) conducting market research, data processing and statistical analysis and reporting;
(c) verification and training purposes; and
(d) product improvements.

As a user of the Services, you acknowledge and agree that OTOY may use any information it obtains relating to you , including, without limitation, your name, postal address, email address, age, industry and location, IP address, browser information, company size, relevant systems data, and other information related to your use of OTOY’s Website and Services, such as the content you access, the time and date of your visit, and your use of Services. This information may be used by OTOY for administrative and business purposes including but not limited to statistical and other data analysis, and promotional and marketing purposes.

Rights to Material and Information

All rights (including intellectual property rights such as copyright) and interest in any Service accessible on this Website, the Website itself, the Materials and any proprietary information accessible via this Website are the exclusive property of OTOY and you agree that no such rights or interests will pass to you.

You agree not to copy or imitate all or any part of the design or layout of the Website.

You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit the content of the Website or any portion of it. Except as otherwise expressly permitted under copyright law or as otherwise specifically authorized on the Website with respect to specific elements of the Website, you may not copy, redistribute, publish, display or commercially exploit any material from the Website without the express permission of OTOY and, if the copyright owner is other than OTOY, the copyright owner. In the event of any permitted copying, redistribution or publication of material from the Website, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

You hereby grant to OTOY and its affiliates, licensees, successors and assignees worldwide, royalty-free, perpetual, irrevocable, non-exclusive sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any e-mail, video, graphic, data, or information sent by you to OTOY (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed. You agree that the rights of OTOY are irrevocable, and you hereby waive any right to seek or obtain rescission or termination of any of OTOY’s rights or any form of equitable or injunctive relief.

Use of Materials

OTOY authorizes you to access and use the Website solely for your personal use. You may not sell or modify the Materials. Except as expressly permitted by the terms of any separate license agreement between you and OTOY that is applicable to specific Materials that you may download or access through the Website, you may not reproduce, display, publicly perform, distribute, or otherwise use the Materials in any way for any public or commercial purpose. If you violate any part of these Terms, your permission to use the Materials and the Website automatically terminates and you must immediately destroy and copies you have made of any of the Materials. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction from which you may access the Website.

No portion of these Website or Materials is targeted to children, and any minor is required to obtain the consent of his or her parent or legal guardian before using the Website. By accessing the services, you represent and warrant that you are not a minor.

Rules of Conduct for User Interaction and User Generated Content

You are solely responsible for any and all content posted by you on the Website. You also are solely responsible for, and assume any and all risks associated with, reviewing and/or using any content posted on the Website by other users. OTOY does not endorse, edit, verify, vouch for, or control any content posted on the Website by users, and does not guarantee the accuracy or appropriateness of any content posted by users. Users may be held legally liable for any content that they post to the Website, and may be held legally accountable if the content they post includes material that infringes any patent, trademark, trade secret, copyright or any other intellectual property or the proprietary right(s) of any person or entity. OTOY reserves the right to monitor any of its user interactions or user generated content at any time to ensure that these rules are being observed.

By using the Website, and in particular by using portions of the Website which includes user generated content, you may be exposed to content which is offensive or otherwise objectionable to you. If you believe that any such content violates this Agreement, OTOY encourages you to contact OTOY. OTOY reserves the right to modify or remove anything submitted, posted, or uploaded to OTOY, at any time for any reason without prior notice. Postings which violate this Agreement may be deleted upon discovery and OTOY reserves the right to terminate or restrict access to the Website of the responsible user(s). However, under no circumstances will OTOY be liable for any errors, omissions, or offensive material contained in any content posted by users, or for any loss, liability, claim, damage, or expense arising from or in connection with your use of any content posted by any users. For any content that you post or upload to the Website, you represent and warrant that (i) you are the owner of all rights in such content or have obtained the written permission of the owner to upload the content and to grant all rights provided for in this agreement, (ii) you have obtained all necessary permissions with respect to all persons, places and things that appear in the content to grant all rights provided for in this agreement, (iii) no part of the content is subject to any claim, lien or encumbrance, and (iv) no use of the content or any part thereof as contemplated herein will violate or infringe any right of any third party. You agree not to collect or store personal data about other users or members, or to submit any posting, e-mail, statement and/or other content that contains or provides links to:

  1. Any material that is unlawful, threatening, abusive, harassing, tortious, defamatory, invasive of privacy or publicity rights, hateful, vulgar, obscene, profane, harmful, libelous, indecent, racially, ethnically, or otherwise objectionable (including, but not limited to, posting the private information of other parties);
  2. Any material that impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;
  3. Any false “header” (the legend attached to e-mail messages to show the message’s point of origin, route, and destination), falsely configured e-mail or otherwise manipulate identifiers in order to disguise the origin of any Content uploaded, posted, e-mailed or otherwise transmitted through OTOY. Headers of e-mail messages may not be removed or altered to conceal e-mail addresses;
  4. Any Content that you do not have a right to transmit under any law or any contractual or fiduciary relationship (such as inside information, trade secrets, and other proprietary information and/or confidential information);
  5. Any material that violates or infringes in any way upon the rights of others, including, without limitation, any patent, trade secret, right of privacy, right of publicity, copyright or trademark rights; this includes, without limitation, “warez” (copyrighted software that is distributed illegally), “MP3″ files of copyrighted music, copyrighted photographs, text, video, or artwork;
  6. Any material containing any unsolicited or unauthorized advertising or commercial solicitation of any kind whatsoever, including, without limitation, distribution of unsolicited e-mail using an OTOY address or containing any references to OTOY (“spam”), “junk mail,” “chain letters,” “pyramid schemes,” or any use of distribution lists to any person or entity who has not given specific permission to be included on such a list.
  7. Any material that contains software viruses or any other computer code, programs, files, corrupted data, or any other harmful or damaging component designed to interrupt, impair, destroy, or limit the functionality or operability of any computer system, software, hardware, or telecommunications equipment;
  8. Any material that constitutes “stalking” or any other form of harassment of any member or user of the Website or Materials or any other person;
  9. Any material containing nudity, pornography, or sexual material of a lewd, vulgar, lascivious, indecent, lecherous, obscene or otherwise sexually explicit nature or intent, or that violates local, state, national, and/or international laws;
  10. Content that promotes, encourages, or provides instructional information about any illegal activities or any material which encourages conduct that would violate any law or give rise to civil or criminal liability under any law. (Including, but not limited to, “hacking,” “cracking,” or “phreaking”);
  11. Any raffle, contest, or sweepstakes or any game involving wagering or otherwise requiring payment of a fee or other consideration by participants;
  12. Any hate propaganda or hate mongering, swearing, or fraudulent material or activity;
  13. Any content that advertises or promotes any product. service or cause;
  14. Any content that solicits funds, advertisers or sponsors;
  15. Any content that disrupts the normal functioning of the Website or any part of the Website ; or
  16. Any content or activity that OTOY, in its sole discretion, deems inappropriate.

Submission/Feedback

OTOY does not accept or consider ideas, suggestions, creative materials or business propositions other than those it has specifically requested. This policy is designed to avoid misunderstandings if projects developed by OTOY or its related parties seem to others to be similar to their own work. If you nevertheless provide any unsolicited ideas, suggestions, creative materials or business propositions to OTOY or if you provide any feedback or suggestions for improving OTOY’s products or services, you hereby grant to OTOY an irrevocable, non-exclusive worldwide perpetual license in the same and OTOY will be free to use the same without compensating you in any way.

Exclusions, Limitations on Access and Termination

The stability and availability of this Website is dependent on the stability and availability of the System, OTOY’s internet service provider, infrastructure hosting provider and the nature of the internet. Accordingly, access to this Website, the Materials and the Services is not guaranteed, represented or warranted whatsoever to be error free, delay free or uninterrupted and OTOY will not be liable for any such errors, delays or interruptions. You agree that OTOY may remove all or any part of the Materials and/or the Services for indefinite periods of time or cancel all or any part of the Services at any time, without notice to you or any other person. OTOY will not be liable to you or any other person if it does so.

The security of information transmitted over the internet cannot be guaranteed and OTOY expressly disclaims (to the maximum extent permitted by law) all liability for any breach of security while information is transmitted over the internet. In addition, OTOY does not guarantee, represent or warrant whatsoever that this Website, the Materials, the System and/or any Service will be free from loss, corruption, attack, viruses (or any kind of malicious code whatsoever), interference, hacking or any other security intrusion.

OTOY in its sole discretion may for security or technical reasons prohibit or restrict your access to this Website, the Materials and/or any Service at any time and without notice to you or any other person.

OTOY may temporarily suspend your access to this Website, the Materials and/or any Service to carry out maintenance, repairs, reconfigurations or upgrades.

OTOY may update or change the content, nature and functionality of this Website, the Materials, the System and/or any Service or discontinue any Service from time to time without notice to you or any other person.

OTOY may in its sole discretion terminate your access to this Website, the Materials and/or any Service at any time without notice to you or any other person.

Information True and Correct

You warrant that all information and details provided by you via this Website are true, correct, complete and accurate in all respects.

No Representations, Warranties or Guarantees

This Website, the Materials and the Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, all representations, warranties (including as to merchantability and suitability for any purpose), undertakings and guarantees, whether express or implied, are excluded and OTOY does not give any representation, warranty, covenant, undertaking or guarantee whatsoever including, without limitation in respect of the availability, accuracy, completeness, currency or reliability of the information provided via this Website, the Materials and/or any Service.

Disclaimers

If you are dissatisfied with any of the materials or services contained in or accessed through the Website, or with any of these Terms, your sole and exclusive remedy is to discontinue accessing and using the Website and Materials. OTOY’s rights shall survive any such cessation of use.

WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, OTOY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR OTHERWISE WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.

You assume all risks that the Website, Materials and related products, services and information are suitable or accurate for your needs and will be uninterrupted, timely, secure or error free. Any applications uploaded or downloaded or otherwise obtained through the Website are at your own discretion and risk and you are solely responsible for any damage to your computer or loss of data. You agree that OTOY shall not be responsible for any loss or damage of any sort relating to your dealings with any third party advertiser or content provider on the Website.

Links

The Website contains links to third party sites that are not under the control of OTOY and OTOY is not responsible for any content on any linked site. If you access a third party site from the Website, then you do so at your own risk. OTOY provides links only as a convenience and the inclusion of the link does not imply that OTOY endorses or accepts any responsibility for the content on those third party sites.

Copyright Complaints

If you believe that your work has been copied and is accessible on the Website in such a manner as to constitute copyright infringement, you may notify OTOY by providing OTOY’s copyright agent with the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest
A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
Your address, telephone number, and email address
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owners behalf.

OTOY’s agent for notice of claims of copyright infringement on OTOY may be reached as follows

By email at [email protected]

Other Legal Complaints

If you believe that any content on the Website violates any of your legal rights other than copyright, you may notify OTOY by providing OTOY with the following information:

An electronic or physical signature of the person authorized to act on behalf of the individual whose rights may have been violated.

A description of the material that you believe violates your legal rights and the way in which you believe that your legal rights are violated.

Your address, telephone number and email address

A statement by you under penalty of perjury that the above information in your notice is accurate and that you are the person whose rights may have been violated or you are authorized to act on behalf of such person

Your notice may be sent to the email address for copyright complaints provided above.

Liability

OTOY AND ITS AFFILIATED ENTITIES AND THE EMPLOYEES, CONTRACTORS, ACCOUNTANTS, ATTORNEYS, AGENTS, HEIRS, SUCCESSORS, LICENSEES AND ASSIGNS OF EACH OF THEM (THE “OTOY PARTIES”) SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED WITH (I) YOUR USE OF THE WEBSITE AND MATERIALS AND (II) ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. THE MAXIMUM LIABILITY OF THE OTOY PARTIES TO YOU FOR ANY CLAIM UNDER ANY LEGAL THEORY RELATED IN ANY WAY TO THIS AGREEMENT OR THE WEBSITE OR MATERIALS WILL BE US$100.

Indemnity

To the fullest extent permitted by law you indemnify and hold the Otoy Parties harmless against:

(a) all costs, losses, claims or liabilities arising from any breach of these Terms by you or any action taken by OTOY as part of an investigation of a suspected breach of these Terms or as a result of OTOY finding or deciding that a breach of these terms has occurred;

(b) all costs, losses, claims or liabilities arising from any third party claims made against OTOY (or any of their respective directors and employees) as a result of any breach of these Terms by you; and

(c) all costs, losses, claims or liabilities of OTOY (and each of its directors and employees) arising from any use of your password not expressly permitted in these Terms.

Severability

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining provisions.

Governing Law and Jurisdiction

These Terms are governed by the laws of California and you submit to the exclusive jurisdiction of the Los Angeles, California courts in respect of all matters relating to these Terms and your use of this Website, the Materials and/or any Service.

Entire Agreement.

This agreement and any other specific written terms that OTOY requires you to accept as a condition of access to any feature of the Website or Materials are the entire agreement between the parties and may only be modified as expressly provided in this agreement and in such other written terms.

Printed Terms

A printed version of these terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Defined Terms

In these Terms, unless the context otherwise requires:

“Materials” means any materials provided to you by OTOY or available to you by via this Website.

“Services” means the services accessed or provided via this Website.

“System” means OTOY’s system used to drive, support and administer the Website and provide the Services.

“Website” means this website.

© Copyright OTOY Inc. 2015. All rights reserved.



Privacy Policy

Privacy Policy

Last Updated (Effective Date): November 1, 2016
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Welcome to Privacy Policy of OTOY, Inc. (“OTOY”). The purpose of this Privacy Policy is to explain what information OTOY collects and how OTOY uses it.

When you use OTOY’s products, services, software and/or website (collectively referred to as “Services”), OTOY collects information that you give to us as well as automatically collects information when you use or access the Services.

Information that you give to us could include information such as your name, postal address, e-mail address, phone number, date of birth, your sales history, purchase activity, contact details, information contained in files that you submit, upload or process using OTOY Services, product or service purchase price and date of purchase, your forum posts (including the content and date of the post), your photograph (including details about your physical features and dimensions). OTOY may also gather and use information about you from publicly available third party sources.

Information and files that you submit or upload to OTOY's forums and other OTOY locations and the Services in which users are able to interact with one another may be made publicly available by OTOY without limitation or restriction, and you acknowledge that you have no expectation of privacy in such information and no right to limit or restrict any commercial or non-commercial use of such information by OTOY or by others who access OTOY forums and services.

You may provide payment information in connection with your use of OTOY Services. OTOY does not currently store payment information (other than information about credits that you purchase for use with OTOY), but causes it to be delivered directly to third party payment service providers. Use of such information is governed by the privacy policies of such third party payment service providers, and you agree to look exclusively to such third party payment service providers regarding any concerns that you may have regarding the use or storage of your payment information. You acknowledge that OTOY will have no responsibility regarding your payment information that is provided directly to third party payment service providers that is not stored by OTOY.

From time-to-time OTOY may request information from you via surveys or contests. Participation in these surveys or contests is completely voluntary and you will always have a choice whether or not to disclose this information. Information requested may include contact information (such as name and shipping address), and demographic or other information (such as zip code or age). Contact information will be used to notify the winners and award prizes. Survey information will typically be used for purposes of monitoring or improving the use and satisfaction of OTOY's Services and may also be used for the other permitted purposes discussed elsewhere in this Privacy Policy. Additional uses may be covered by rules applicable to a specific survey or contest that will be made available to you at the time of your participation.

Information that is collected when you use or access the Services may include information such as your location, IP address, GPU’s, browser information, information about your interactions with the Services (including information collected in or through log files and cookies), device and/or browser or operating system information). If you disable cookies, you may not be able to use all OTOY services.

All personal information collected by OTOY is used for or in connection with its business. As a user of the Services, you acknowledge and agree that OTOY may hold, use and/or disclose the information it collects to send you important information relating to the Services, including changes to our terms, conditions and policies, or for other administrative purposes, for business purposes, such as statistical and other data analysis, improving our products and services and identifying usage trends, providing support services to you, promotional and marketing purposes, internal research purposes, to protect OTOY’s legal rights, and for any other use that you authorize.

OTOY may also use various technologies, including but not limited to Google Analytics and Mixpanel, to collect and store information about your visits to OTOY’s website, and your use of the Services. Google Analytics and Mixpanel are operated externally to, and independently of, OTOY. You can view Google’s privacy policy here http://www.google.co.nz/intl/en/policies/privacy/ and Mixpanel’s privacy policy here https://mixpanel.com/privacy/.

OTOY will take commercially reasonable steps to ensure that any personal information OTOY collects is secure, accurate and up to date, and that it is protected against loss, unauthorized access, use and modification, or misuse. However, although OTOY will take commercially reasonable steps to ensure the protection of your personal information, OTOY cannot 100% guarantee the security of your personal information. To the maximum extent permitted by law, you release and discharge OTOY from all claims and liabilities relating to any security breach or unauthorized access to or use of your personal information by any third party. Please contact OTOY immediately if you believe your personal information is no longer secure.

Where OTOY holds personal information relating to you, and that personal information is readily retrievable, you are entitled to obtain confirmation of whether OTOY holds that personal information, and to have access to, and to request correction of, that information. Any inquiries relating to your personal information, and any requests to access, correct, update or remove your information, or any complaint about a breach of your privacy, a misuse of your personal information or any violation of this policy or your legal rights regarding your information, should be sent to OTOY at 1010 Wilshire Blvd. # 1604, Los Angeles, CA 90017 attn: Legal Department or emailed to [email protected].

Your personal information will be stored by OTOY on its databases, and may be stored and processed in the United States of America, or in other countries where OTOY has facilities or where OTOY uses third party facilities. By using OTOY’s products, software and Services you consent to the transfer of information to countries outside of United States of America, which may have different data protection rules.

OTOY will retain your personal information for the period required by law and/or necessary or convenient to fulfill the purposes outlined in this Privacy Policy.

OTOY does not intentionally gather personal information from visitors who are under the age of 13. If you are under the age of 13, you are not permitted to submit any personal information to OTOY. If OTOY learns that a child under 13 submits personal information to OTOY, OTOY will attempt to delete the information as soon as possible. If you believe that OTOY may have any personal information from a child under 13, please contact [email protected].

If you advise OTOY that you do not want it to collect any or all of your personal information, then, depending on the nature of the information you do not authorize OTOY to collect, OTOY may not be able to allow you access to forums, enable software updates which would otherwise be available to you, or provide other similar benefits or services. This may also otherwise affect OTOY’s ability to provide you with the Services.

From time to time, OTOY may send to you announcements regarding OTOY's site and its and its partners' products and services. OTOY may also communicate with you via email or other methods in connection with products and services that you have requested and with regard to issues relating to your account. If you no longer wish to receive newsletters or promotional materials from OTOY, you may opt-out of receiving these communications using the procedure provided on OTOY's site. However, OTOY may still continue to use your information to contact you regarding legal, security or technical matters, your subscription, your use of OTOY's products or services or information about OTOY's sites and any contributions that you may have made to OTOY's sites.

You acknowledge and agree that OTOY may provide all information collected from and about you to third parties for purposes including, without limitation:
(a) administering, managing and monitoring the Services;
(b) conducting market research, data processing and statistical analysis and reporting;
(c) verification and training purposes; and
(d) product improvements.

When OTOY discloses your personal information to third parties, it will take all reasonable steps, where feasible, to require that the third party protect your information from any unauthorized use or disclosure.

OTOY's web sites contain links to other sites, some of which may display OTOY's name or logo. OTOY is not responsible for the privacy practices or policies of such other sites. When you leave OTOY's sites and you should read the privacy statements of each and every web site you visit that collects personal information. What you are reading now is the Privacy Policy of OTOY and it applies only to information collected by OTOY.

OTOY may partner with other parties to provide specific goods and services which OTOY feels will be of interest to the community. If you purchase or express interest in any of these goods or services, OTOY may share your name or other information with its partners. OTOY has no control over the collection or use of information by its partners at the partners’ sites.

In the event that the ownership of OTOY changes as a result of a merger, acquisition, or in the event of a bankruptcy, information from or about you or your device may be transferred to another company.

OTOY may share anonymized, aggregated data with third parties for any purpose. Anonymized, aggregated data is data that has been combined with other data and removes any identifiable information about you so that the data does not identify a specific person.

OTOY may access, preserve and share information in response to a legal request if OTOY has a good faith belief that the law requires, and/or to detect, prevent and address fraud or other illegal activity, to protect OTOY, the Services, and/or to prevent or reduce the risk of death or other harm.

OTOY reserves the right to make changes to this Privacy Policy at any time by posting a modified version on its website. If at any point OTOY decides to use personal information in a manner less restrictive from that stated at the time it was collected, you will have a choice as to whether or not OTOY may use the information in this different manner. If you advise us that you do not agree to the changes, OTOY will use the information you have shared with OTOY in accordance with the Privacy Policy under which the information was collected. If material changes are made to this Privacy Policy, OTOY will provide notice of such material changes, such as by sending you an email notification to the address you’ve provided, providing notice through the Services, and/or updating the “Last Updated” date at the top of this Privacy Policy.

If you have any questions about this Privacy Policy, or if you would like to deactivate or delete your OTOY account, please contact OTOY at [email protected]. Content deleted from the Services may remain in backup copies, mirrored or cached locations and logs for a period of time.

You agree that to the maximum extent permitted by law, all matters relating to your privacy and the use of your personal information will be governed exclusively by the internal laws of California and the United States, and you hereby irrevocably submit to the exclusive jurisdiction and venue of the courts of California and the United States located in Los Angeles County, California in connection with any matter relating to this Privacy Policy or any use of your personal information provided to or collected by OTOY.



Terms and Conditions of Trade

OTOY New Zealand Limited

Terms and Conditions of Trade

1) DEFINITIONS
  • "OTOY" means OTOY New Zealand Limited.
  • "Software" means the computer programs developed by OTOY and made available for use pursuant to a licence purchase transaction.
  • "Terms and Conditions" means these terms and conditions of supply contained herein.
  • "you" or "your" means any person, company, incorporation and or entity of any description purchasing a license to use the Software.

2) ACCEPTANCE OF THESE TERMS AND CONDITIONS
  • You agree to be bound by these terms of conditions of trade and they alone shall govern any transaction between you and OTOY.
  • You agree we may unilaterally alter these Terms and Conditions as and when we so choose to with you agreeing to be bound by such new terms as and when we electronically publish them to you.
  • You agree that these Terms and Conditions apply to any Software you purchase from OTOY and no other terms whatsoever.

3) ACCEPTANCE OF ORDER FOR SOFTWARE
  • Any order from you to OTOY for the use of the Software will only be binding upon OTOY’s electronic confirmation to you that OTOY has accepted your order.
  • You are responsible for your order and we make no representation as to the Software being suitable for your purpose whatsoever.
  • OTOY retains all rights of ownership in the Software and only provides you with a limited right to use the Software.
  • Should you not make payment for the Software within 3 days of our acceptance or your order then OTOY may automatically revoke any agreement with you for the supply of the Software without any liability to you.
  • OTOY reserves the right in its sole discretion to decline any order and may withdraw from any agreement to supply you with the Software should you have not paid for the Software within 3 days of OTOY accepting your order and or OTOY discovering that you are in breach of any of your obligations pursuant to clause 5 below.
  • Where OTOY cancels an order from you it is entitled to seek confirmation from you that you have deleted entirely any Software you may already have downed loaded.

4) DELIVERY & USAGE
  • OTOY does not take responsibility for any time of delivery requirement you may have concerning the delivery of the Software to you.
  • The Software may only be obtained via downloads with usage instructions and documentation included in the download.
  • You agree that you may use the software supplied on licensed workstations for your own purposes (non–exclusive license). A maximum of 20 GPU's may be used. You will not attempt to circumvent the physical GPU or single machine license limit, including obfuscating or impairment of the direct communication between Octane and the physical GPUs, virtualization, shimming, custom BIOS etc.

5) TITLE
  • OTOY retains all rights of ownership in the Software and only provides you with a limited right to use the Software.
  • OTOY shall retain all copyright, patent, trade-marks and intellectual property in the Software.
  • You are not authorised to transmit the Software to any third party whatsoever and shall make all reasonable endeavours to ensure that the Software is not made available to any other third party.
  • You will not attempt to reverse engineer, disassemble and or recreate the Software in any way whatsoever.
  • The Software license granted to you shall be in respect of 1 work- station only unless You have purchased licenses for more than 1 work station.

6) PRICE AND PAYMENT
  • You can make payment by bank transfer, Paypal or credit card.
  • You have no right of offset against any other claim you may have against OTOY.
  • The full price for the use of the Software must be made in one payment.
  • OTOY reserves the right to alter the price at its sole discretion.
  • Payment must be in US Dollars (USD).

7) RISK
  • You accept fully any accidental loss and accidental deterioration of the Software.
  • Risk passes to you from the time that OTOY accepts your order.

8) LIMITATION OF LIABILITY
  • OTOY provides no warranty as to fitness for purpose in respect of the Software.
  • Notwithstanding any other wording in these terms and conditions OTOY shall have no liability to you whatsoever other than for the price of the Software.
  • OTOY shall have no liability whatsoever to you for any loss whatsoever, whether it be economic, consequential and or direct loss and its maximum liability shall be to reimburse you for the cost of the Software charged to you.

9) PRIVACY OF PERSONAL INFORMATION
  • Personal information is information about an identifiable individual, as defined by the Privacy Act 1993. Where OTOY has collected and stored your personal information it does so in accordance with the provisions of, and its obligations under, the Privacy Act.

    When you use OTOY New Zealand Limited’s (“OTOY”) products, Services, software and / or Website, OTOY collects information about you , like your name, postal address, e-mail address, age, industry, location, IP address, GPU’s, browser information, and other information to and including that related to your use of OTOY’s website, such as
    (a) Details of the user (including name, address, telephone and facsimile numbers and e-mail addresses);
    (b) Details of the user’s sales history (including product or service purchased price and date of purchase);
    (c) Details of the user’s forum posts;
    (d) Details of the user’s access to the Website and use of the Services.

    All personal information collected by OTOY is used for or in connection with its business. As a user of OTOY’s products, Services, software and / or Website, you acknowledge and agree that OTOY may hold, use and / or disclose the information it collects to send you important information relating to OTOY’s products, software and Services, including changes to our terms, conditions and policies, or for other administrative purposes, for business purposes, such as statistical and other data analysis, improving our products and services and identifying usage trends, providing our services to you, promotional and marketing purposes, internal research purposes, to protect OTOY’s legal rights, and for any other use that you authorise.

    OTOY may also use various technologies, including but not limited to Google Analytics, to collect and store information about your visits to OTOY’s website, and your use of its products and Services. Google Analytics is operated externally to, and independently of, OTOY. You can view Google’s privacy policy here http://www.google.co.nz/intl/en/policies/privacy/

    OTOY will take all reasonable steps to ensure that any personal information OTOY collects is secure, accurate and up to date, and that it is protected against loss, unauthorised access, use and modification, or misuse. However, although OTOY will take all reasonable steps to ensure the protection of your personal information, OTOY cannot 100% guarantee the security of your personal information. Please contact OTOY immediately if you believe your personal information is no longer secure.

    Where OTOY holds personal information relating to you, and that personal information is readily retrievable, you are entitled to obtain confirmation of whether OTOY holds that personal information, and to have access to, and to request correction of, that information. Any enquiries relating to your personal information, and any requests to access, correct, update or remove your information, or any complaint about a breach of your privacy, should be sent to OTOY at PO Box 34391, Birkenhead, Auckland 0746, New Zealand.

    Your personal information will be stored by OTOY on its databases, and may be stored and processed in the United States of America, or in other countries where OTOY has facilities. By using OTOY’s products, software and Services you consent to the transfer of information to countries outside of New Zealand, including the United States of America, which have different data protection rules than New Zealand.

    OTOY will retain your personal information for the period required by law and / or necessary to fulfil the purposes outlined in this privacy statement.

    If you advise OTOY that you do not want it to collect any or all of your personal information, then, depending on the nature of the information you do not authorise OTOY to collect, OTOY may not be able to allow you user access to forums, enable software updates which would otherwise be available to the individual user, or provide other similar benefits or services. This may also otherwise affect OTOY’s ability to provide you with its products and / or Services.


10) THIRD PARTIES
  • You acknowledge and agree that OTOY may provide all information collected to third parties for purposes including
    (a) administering, managing and monitoring the Website, products and Services
    (b) conducting market research, data processing and statistical analysis and reporting
    (c) verification and training purposes
    (d) product improvements

    When OTOY discloses your personal information to third parties, it will take all reasonable steps, where possible, to require that the third party protect your information from any unauthorised use or disclosure.


11) YOUR INFORMATION
  • As a user of this software, you acknowledge and agree that OTOY may use any information it obtains relating to you (not being an “individual” for the purposes of the Privacy Act), including, without limitation, your name, postal address, email address, age, industry and location, IP address, browser information, company size, relevant systems data, and other information related to your use of OTOY’s Website products and Services, such as the content you access, the time and date of your visit, your use of products, in so far as that information is not “personal information” for the purposes of the Privacy Act. This information may be used by OTOY for administrative and business purposes including but not limited to statistical and other data analysis, and promotional and marketing purposes.

12) DISCLAIMERS
  • OTOY and all its affiliated entities, directors, officers, agents and employees:
    • Make no express or implied warranty or representation in connection with the Software (including with respect to type, quality, standard of fitness for any purpose).
    • Are not liable for any loss you suffer (including indirect or consequential loss) arising in connection with the Software.
  • Where OTOY is liable for a breach of these Terms and Conditions, then its liability will exclude any indirect or consequential loss you may suffer. OTOY’s liability is, in any event, limited to reimbursement of the price paid by you for the Software
  • All conditions, warranties or other terms implied by law are excluded to the fullest extent permitted by applicable laws and regulations.
  • Any failure or delay by OTOY to enforce a term of these Terms and Conditions does not mean a waiver of them.

13) GENERAL
  • If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
  • These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Auckland.
  • In the event of any breach of this contract by OTOY then your remedy shall be limited to the price of the Software.
  • You shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to you by OTOY nor to withhold payment of any invoice because part of that invoice is in dispute.
  • OTOY reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which OTOY notifies you of such change.
  • The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted from the Contractual Remedies Act 1979.
  • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

--------------- END ---------------


OctaneRender Commercial Software License Agreement

OTOY New Zealand Ltd.



OctaneRender™
COMMERCIAL SOFTWARE LICENSE AGREEMENT


OTOY New Zealand Ltd. (the "Company") hereby grants to you a non-exclusive, non-transferable license to use the accompanying software product called OctaneRender™ (the "Software") and any accompanying documentation (the "Documentation") and examples files or other materials (the "Examples"), for internal purposes only.


YOU MAY:
  • Activate and use the Software on any single computer.
  • De-activate the license and re-activate the license on any another single computer with a one hour waiting period in between for unlimited times.
  • Use the software supplied on licensed workstations for your own purposes (non-exclusive license).


YOU MAY NOT:
  • Use one Software license on more than one single computer at the same time, only using the de-activation/re-activation and 1 hour waiting time system explained above.
  • Make copies of the Software or Documentation or Examples.
  • Use the Software in a network or other multi-user arrangement or an electronic bulletin board system or other remote access arrangement.
  • Use more than 20 GPU's.
  • Attempt to circumvent the physical GPU or single machine license limit, including obfuscating or impairment of the direct communication between Octane and the physical GPUs, virtualization, shimming, custom BIOS etc.
  • Rent, lease, sublicense or otherwise transfer the Software, Documentation or Examples.
  • Publish the Software, whether in original form or re-packaged or modified in any way, in any form, whether on physical media or via the internet.
  • Reverse engineer, decompile, disassemble, modify or create derivative works of the Software, Documentation or Examples.
  • Use the Software on a renderfarm or cloud rendering system of any kind where the use of the Software is not for private purposes, e.g., the Software cannot be made available for use to third parties by providing access to end-users to it on a commercial render-farm or cloud service.
  • Sell, rent, lease, sublicense, commercially distribute, charge for use of or access to the Software, or otherwise in any manner make money directly or indirectly from copies of the Software or any use of or access to copies of the Software.
  • Delete or modify any copyright, trademark or other proprietary notice contained in the Software or documentation.
If you receive a copy of the Software electronically, and a second copy on media, the second copy may be used for archival purposes only.

Use of the Software may require the use of embedded software, essentially third party products embedded in or included in the Software. Your use of the embedded software shall be governed by the terms of this license and the provisions concerning Software set out herein shall apply in the same manner to embedded software.

Additional terms applicable to the embedded software are set for the below:
--- ALEMBIC ---

Copyright (c) 2009-2013,
Sony Pictures Imageworks, Inc. and
Industrial Light & Magic, a division of Lucasfilm Entertainment Company Ltd.

All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
* Neither the name of Sony Pictures Imageworks, nor Industrial Light & Magic nor the names of their contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


--- BOOST ---

Boost Software License - Version 1.0 - August 17th, 2003

Permission is hereby granted, free of charge, to any person or organization obtaining a copy of the software and accompanying documentation covered by this license (the "Software") to use, reproduce, display, distribute, execute, and transmit the Software, and to prepare derivative works of the Software, and to permit third-parties to whom the Software is furnished to do so, all subject to the following:

The copyright notices in the Software and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Software, in whole or in part, and all derivative works of the Software, unless such copies or derivative works are solely in the form of machine-executable object code generated by a source language processor.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


--- CURL ---

COPYRIGHT AND PERMISSION NOTICE

Copyright (c) 1996 - 2014, Daniel Stenberg, .

All rights reserved.

Permission to use, copy, modify, and distribute this software for any purpose with or without fee is hereby granted, provided that the above copyright notice and this permission notice appear in all copies.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Except as contained in this notice, the name of a copyright holder shall not be used in advertising or otherwise to promote the sale, use or other dealings in this Software without prior written authorization of the copyright holder.


--- FREEIMAGE ---

The contents of this file are subject to the FreeImage Public License Version 1.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://home.wxs.nl/~flvdberg/freeimage-license.txt

Software distributed under the License is distributed on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License.


--- FREETYPE ---

Portions of this software are copyright 1996-2002, 2006 avid Turner,
Robert Wilhelm, and Werner Lemberg All rights reserved.

THE FREETYPE PROJECT IS PROVIDED `AS IS' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ANY OF THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY DAMAGES CAUSED BY THE USE OR THE INABILITY TO USE, OF THE FREETYPE PROJECT.


--- GLEW ---

The OpenGL Extension Wrangler Library
Copyright (C) 2002-2007, Milan Ikits
Copyright (C) 2002-2007, Marcelo E. Magallon
Copyright (C) 2002, Lev Povalahev
All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
* The name of the author may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


--- HDF5 ---

HDF5 (Hierarchical Data Format 5) Software Library and Utilities
Copyright 2006-2013 by The HDF Group.

NCSA HDF5 (Hierarchical Data Format 5) Software Library and Utilities
Copyright 1998-2006 by the Board of Trustees of the University of Illinois.

All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted for any purpose (including commercial purposes) provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions, and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions, and the following disclaimer in the documentation and/or materials provided with the distribution.

3. In addition, redistributions of modified forms of the source or binary code must carry prominent notices stating that the original code was changed and the date of the change.

4. All publications or advertising materials mentioning features or use of this software are asked, but not required, to acknowledge that it was developed by The HDF Group and by the National Center for Supercomputing Applications at the University of Illinois at Urbana-Champaign and credit the contributors.

5. Neither the name of The HDF Group, the name of the University, nor the name of any Contributor may be used to endorse or promote products derived from this software without specific prior written permission from The HDF Group, the University, or the Contributor, respectively.

DISCLAIMER:
THIS SOFTWARE IS PROVIDED BY THE HDF GROUP AND THE CONTRIBUTORS "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. In no event shall The HDF Group or the Contributors be liable for any damages suffered by the users arising out of the use of this software, even if advised of the possibility of such damage.


--- LUAJIT ---

Copyright ) 2005-2014 Mike Pall

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rightsto use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included inall copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


--- OPENSSL ---

Copyright (c) 1998-2011 The OpenSSL Project. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

3. All advertising materials mentioning features or use of this software must display the following acknowledgment: "This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit. (http://www.openssl.org/)"

4. The names "OpenSSL Toolkit" and "OpenSSL Project" must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact [email protected]

5. Products derived from this software may not be called "OpenSSL" nor may "OpenSSL" appear in their names without prior written permission of the OpenSSL Project.

6. Redistributions of any form whatsoever must retain the following acknowledgment: "This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)"

THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL PROJECT OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


--- OPENSUBDIV ---

Copyright 2013 Pixar

Licensed under the Apache License, Version 2.0 (the "Apache License") with the following modification; you may not use this file except in compliance with the Apache License and the following modification to it: Section 6. Trademarks. is deleted and replaced with:

6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor and its affiliates, except as required to comply with Section 4(c) of the License and to reproduce the content of the NOTICE file.

You may obtain a copy of the Apache License at

http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the Apache License with the above modification is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache License for the specific language governing permissions and limitations under the Apache License.


COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS.


You agree that your use of the Software will comply at all times with all applicable laws and with all applicable rules and regulations and terms and conditions of use imposed any person or entity controlling any network, computer or location where you use the Software. The Company makes no representation or warranty that the Software is capable of being used in compliance with such laws, rules, regulations, terms and conditions. Without limiting the generality of the foregoing, you may not at any time use the Software to facilitate the transmission of any obscene, illegal, abusive, hateful, embarrassing, threatening or harassing material or information, any gambling information, any advertisements or solicitations of business, any chain letters, pyramid schemes or the like or any material which is defamatory or violates or infringes any copyright, trademark, patent, trade secret, right of privacy or publicity or any other rights of any third party. Company shall have no liability or responsibility for any material transmitted to or by you or created by you or any other party using the Software or for any material contained in third party web sites to which you may link in connection with your use of the Software. You agrees to defend, indemnify and hold harmless Company, its parent, subsidiary and affiliated entities, their licensees, successors and assignees, and the officers, directors, shareholders, employees, agents and contractors of each of them from and against any and all claims, liabilities, damages, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising in connection with any breach or alleged breach by you of the terms of this Agreement.


TERMINATION


This license will terminate automatically if you fail to comply with the limitations described above, or upon immediate request of Company, at which time you must destroy, or return to the Company, all copies of the Software, Documentation and Examples.

The Title, Warranty and Limitation of Liabilities as set forth below shall remain in effect in perpetuity.


TITLE & COPYRIGHTS


Title, ownership rights, and intellectual property rights in and to the Software, Documentation and Examples shall remain in the Company.

This Software is protected by the copyright laws of the United States, the European Union, and other international copyright laws and treaties.

OctaneRender™ and OctaneLive™ are registered trademarks of OTOY New Zealand Ltd.


DISCLAIMER OF WARRANTIES; LIMITATION OF REMEDIES.


Company does not warrant that the software will operate error-free or that the software or any related website or network access point are free of computer viruses or other harmful material. If your use of the software results in the need to service or replace equipment, software or data, company is not responsible for those costs. The software is provide on an as-is basis without any warranties of any kind. Company to the fullest extent permitted by law, disclaims all warranties, express and implied, including, without limitation, the implied warranty of merchantability, warranties of non-infringement and the warranty of fitness for a particular purpose. Company makes no warranty regarding the accuracy, reliability or completeness of the software or documentation. In no event shall company, its parent, subsidiary or affiliated entities, their licensees, successors or assignees, or the officers, directors, shareholders, employees, agents or contractors of any of them be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the software, whether based on warranty, contract, tort or any other legal theory, and whether or not company is advised of the possibility of such damages. Company has no obligation to correct errors in the software or to provide any form of support to you. The aggregate liability of company for any and all claims relating to the software shall be limited to furnishing a new copy of the software to you.


CONTROLLING LAW AND SEVERABILITY


This License shall be governed by and construed in accordance with the laws of New Zealand, as applied to agreements entered into and to be performed entirely within New Zealand between New Zealand residents. You agree that any action or proceeding brought by you in connection with the Software will be brought in such courts, and you hereby submit to the jurisdiction of such courts. If for any reason a court of competent jurisdiction finds any provision of this License or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.


PRIVACY OF PERSONAL INFORMATION


Personal information is information about an identifiable individual, as defined by the Privacy Act 1993. Where OTOY has collected and stored your personal information it does so in accordance with the provisions of, and its obligations under, the Privacy Act.

When you use OTOY New Zealand Limited's ("OTOY") products, Services, software and / or Website, OTOY collects information about you , like your name, postal address, e-mail address, age, industry, location, IP address, GPU's, browser information, and other information to and including that related to your use of OTOY's website, such as

(a) Details of the user (including name, address, telephone and facsimile numbers and e-mail addresses);
(b) Details of the user's sales history (including product or service purchased price and date of purchase);
(c) Details of the user's forum posts;
(d) Details of the user's access to the Website and use of the Services.

All personal information collected by OTOY is used for or in connection with its business. As a user of OTOY's products, Services, software and / or Website, you acknowledge and agree that OTOY may hold, use and / or disclose the information it collects to send you important information relating to OTOY's products, software and Services, including changes to our terms, conditions and policies, or for other administrative purposes, for business purposes, such as statistical and other data analysis, improving our products and services and identifying usage trends, providing our services to you, promotional and marketing purposes, internal research purposes, to protect OTOY's legal rights, and for any other use that you authorise.

OTOY may also use various technologies, including but not limited to Google Analytics, to collect and store information about your visits to OTOY's website, and your use of its products and Services. Google Analytics is operated externally to, and independently of, OTOY. You can view Google's privacy policy here http://www.google.co.nz/intl/en/policies/privacy/

OTOY will take all reasonable steps to ensure that any personal information OTOY collects is secure, accurate and up to date, and that it is protected against loss, unauthorised access, use and modification, or misuse. However, although OTOY will take all reasonable steps to ensure the protection of your personal information, OTOY cannot 100% guarantee the security of your personal information. Please contact OTOY immediately if you believe your personal information is no longer secure.

Where OTOY holds personal information relating to you, and that personal information is readily retrievable, you are entitled to obtain confirmation of whether OTOY holds that personal information, and to have access to, and to request correction of, that information. Any enquiries relating to your personal information, and any requests to access, correct, update or remove your information, or any complaint about a breach of your privacy, should be sent to OTOY at PO Box 34391, Birkenhead, Auckland 0746, New Zealand.

Your personal information will be stored by OTOY on its databases, and may be stored and processed in the United States of America, or in other countries where OTOY has facilities. By using OTOY's products, software and Services you consent to the transfer of information to countries outside of New Zealand, including the United States of America, which have different data protection rules than New Zealand.

OTOY will retain your personal information for the period required by law and / or necessary to fulfil the purposes outlined in this privacy statement.

If you advise OTOY that you do not want it to collect any or all of your personal information, then, depending on the nature of the information you do not authorise OTOY to collect, OTOY may not be able to allow you user access to forums, enable software updates which would otherwise be available to the individual user, or provide other similar benefits or services. This may also otherwise affect OTOY's ability to provide you with its products and / or Services.


THIRD PARTIES

You acknowledge and agree that OTOY may provide all information collected to third parties for purposes including

(a) administering, managing and monitoring the Website, products and Services
(b) conducting market research, data processing and statistical analysis and reporting
(c) verification and training purposes
(d) product improvements

When OTOY discloses your personal information to third parties, it will take all reasonable steps, where possible, to require that the third party protect your information from any unauthorised use or disclosure.

YOUR INFORMATION


As a user of this software, you acknowledge and agree that OTOY may use any information it obtains relating to you (not being an 'individual' for the purposes of the Privacy Act), including, without limitation, your name, postal address, email address, age, industry and location, IP address, browser information, company size, relevant systems data, and other information related to your use of OTOY's Website products and Services, such as the content you access, the time and date of your visit, your use of products, in so far as that information is not 'personal information' for the purposes of the Privacy Act.

This information may be used by OTOY for administrative and business purposes including but not limited to statistical and other data analysis, and promotional and marketing purposes.

COMPLETE AGREEMENT.


This License constitutes the entire agreement between the parties with respect to the use of the Software and the related documentation, and supersedes all prior or contemporaneous understandings or agreement, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Company. Headings in this agreement are for convenience only and may not be used to construe or limit the meaning hereof.


--------------- END OF LICENSE AGREEMENT ---------------


OctaneVR End User License Agreement

OTOY INC.


END USER LICENSE AGREEMENT


This End User License Agreement (“Agreement”) is made by and between OTOY Inc. and its affiliates, with its principal offices at 1010 Wilshire Blvd., Los Angeles, CA 90017 (“OTOY”) and you (“Customer”), which governs your use of the OTOY Property (as defined herein). Do not access or use the OTOY Property until you have carefully read the following Standard Terms and Conditions. By accepting this Agreement, either by pressing the “Agree” button (or other button or mechanism designed to acknowledge agreement) indicating your acceptance or by using or accessing the OTOY Property, you agree to be legally bound by the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to legally bind such entity and its Affiliates to these terms and conditions, in which case the terms “You”, “Your” and/or “Customer” shall refer to such entity and its Affiliates. If you do not agree to the terms of this Agreement or you do not have the right, power and authority to legally bind your Company (if any) and yourself, then do not click the “Agree” button (or other button or mechanism designed to acknowledge agreement) and do not access or use the Otoy Property. This Agreement is effective between Customer and OTOY as of the date Customer accepts it.

The Agreement, including the Standard Terms and Conditions, the Support and Maintenance Addendum (Exhibit A), and the terms and conditions set forth in each Customer Order (as defined herein) states the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, terms sheets, letters of intent, understandings, and communications, whether written or oral. All amounts paid by Customer under this Agreement shall be non-refundable and non-recoupable, unless otherwise provided herein. The provisions of this Agreement may be amended or changed from time to time in OTOY’s sole discretion. The rights granted herein are subject to the terms and conditions set forth in each Customer Order (as defined herein) and such terms and conditions are a part of this Agreement.

IF YOU ORDER A SUBSCRIPTION LICENSE, YOU WILL AUTOMATICALLY BE CHARGED IN ACCORDANCE WITH THE TERMS OF SECTION 8.2 BELOW. YOU MAY CANCEL AT ANY TIME PURSUANT TO THE INSTRUCTIONS IN SECTION 8.2 BELOW.


THESE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE MOST DISPUTES.

THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.




STANDARD TERMS AND CONDITIONS

  1. Definitions

    1. Customer” has the same meaning as used in the cover page.

    2. Customer Content” means the content uploaded by Customer for rendering by the Software.

    3. Customer Systemmeans one or more computer system(s) that is: (a) owned or leased by Customer and (b) within the possession and control of Customer.

    4. User Generated Content” means digital assets created by End Users and uploaded to Otoy’s digital database, (e.g., “Live DB”), according to Section 2.11 of this Agreement.

    5. Documentationmeans the standard end-user technical documentation, specifications, materials and other information OTOY supplies with the Software. Advertising and marketing materials are not Documentation.

    6. Effective Date” has the same meaning as used in the cover page.

    7. End User” means Customer authorized users of the Software.

    8. Error means a reproducible failure of the Software to perform in substantial conformity with its Documentation.

    9. GPU” means a single graphics processing unit of a computer system.

    10. Intellectual Property Rightsmeans copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contractual rights of non-disclosure or any other intellectual property or proprietary rights, however arising, throughout the world.

    11. Order” means the electronic request by Customer to purchase or access and use the OTOY Property in the form provided on OTOY’s websites located at https://home.otoy.com/render/octane-render/subscriptions/ for the Software, and subject to the terms and conditions of this Agreement at the prices quoted on each respective OTOY website for the applicable OTOY Property requested by Customer, and is subject to subsequent acceptance and fulfillment by OTOY.

    12. OTOY” has the same meaning as used in the cover page.

    13. OTOY Property” means the Software, Documentation, all information, content, and data therein, and all Intellectual Property Rights contained in the foregoing.

    14. Product Use Environment” means the number of GPUs on a Customer System as identified in an Order.

    15. Product Use Environment Upgrade” means the addition of any additional GPUs.

    16. Release” means any Update or Upgrade if and when such Update or Upgrade is made available to Customer by OTOY. In the event of a dispute as to whether a particular Release is an Upgrade or an Update, OTOY’s published designation will be dispositive.

    17. Softwaremeans the software and plug-ins that OTOY provides to Customer (in object code format only) as identified on the Order, and any Releases thereto if and when such Releases are made available by OTOY.

    18. Update” means, if and when available, any Error corrections, fixes, workarounds or other maintenance releases to the version of the Software provided by OTOY to Customer.

    19. Upgrade” means, if and when available, a new version of the Software, that materially improves the functionality of, or adds material functional capabilities to the Software, as applicable. “Upgrade” does not include the release of a new product for which there is a separate charge. If a question arises as to whether a release is an Upgrade or a new product, OTOY’s sole determination will prevail.

  2. Licenses; Restrictions; Obligations

    1. OTOY Licenses to Customer.

      1. Software. Subject to the terms and conditions of this Agreement, during the term specified on the Order and within the scope of the license type specified on the Order, OTOY hereby grants Customer and its End Users a non-exclusive, non-transferable, non-sublicensable license, solely for the purposes set forth on the Order, to (a) download, install, execute, and use the Software solely within the Product Use Environment and (b) use the Documentation.

    2. License Restrictions. Customer shall not (and shall not permit any End User to): (a) use the OTOY Property, except as expressly permitted under Section 2.1; (b) adapt, alter, publicly display, publicly perform, translate, create derivative works of, or otherwise modify any OTOY Property, except as expressly permitted in this Agreement; (c) sublicense, lease, rent, loan, or distribute any OTOY Property to any third party; (d) transfer the OTOY Property to any third party (except as provided under Section 13.7); (e) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for any OTOY Property, except as permitted by applicable law; (f) remove, alter or obscure any proprietary notices on OTOY Property; (g) allow third parties to access or use any OTOY Property, including any use in any application service provider environment, service bureau, or time-sharing arrangements; (h) access or use any OTOY Property to build a competitive product or service or publish any performance, benchmark test, or analysis relating to the OTOY Property, without the prior written consent of OTOY; (i) attempt to engage in or engage in, any potentially harmful acts that are directed against the OTOY Properties, including but not limited to violating or attempting to violate any security features of the OTOY Properties, using manual or automated software, including without limitation, robots, spiders, or scripts, or other means to access OTOY Properties, introducing viruses, worms, or similar harmful code into the OTOY Properties, or interfering or attempting to interfere with use of the OTOY Properties by any other user, host or network, including obfuscation or impairment of direct communication between OTOY Properties and physical GPUs, virtualization, shimming, or use of custom BIOS; (j) impersonate any person or entity, or otherwise misrepresent affiliation with a person or entity; (k) use any portion of the OTOY Properties in any manner that may give a false or misleading impression, attribution, or statement as to OTOY or any third party; or (l) if Customer purchases a subscription license to the Software, then Customer is limited to a maximum of 2 GPU’s for rendering and such Customer shall not be permitted to transfer such subscription license to any other user and use is limited to a single machine (network rendering is prohibited). No portion of the OTOY Properties may be duplicated by Customer, except as otherwise expressly authorized in writing by OTOY. Customer may, however, make a reasonable number of copies of the machine-readable portion of the Software solely for back-up purposes, provided that such back-up copy is used only to restore the Software on a Customer System, and not for any other use or purpose. Customer will reproduce on each such copy all notices of patent, copyright, trademark or trade secret, or other notices placed on such Software by OTOY or its suppliers.

    3. Open Source. The Software is delivered with certain items of independent, third-party code that are licensed under separate terms provided by the authors or licensors (“Third Party Code”). This Third Party Code is licensed under the terms of the license that accompanies such Third Party Code. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for any Third Party Code delivered with the Software. None of the terms of this Agreement apply to such Third Party Code. A list of Third Party Code is attached here as Exhibit B.

    4. License Keys. Customer acknowledges that the OTOY Property may require license keys or other codes (“Keys”) in order for Customer to install and/or use the OTOY Property. Such Keys may also control continued access to, and use of, the OTOY Property, and may prevent the use of the OTOY Property on any systems except a Customer System. Customer will not disclose the Keys or information about the Keys to any third party, except for authorized End Users. Customer shall not use any OTOY Property except pursuant to specific Keys issued by OTOY that authorizes such use.

    5. Usernames and Passwords. OTOY will provide each Customer a unique username and password (to be determined by the Customer or End User) to enable such Customer or Customer’s End Users to access the OTOY Property pursuant to this Agreement. In the event that a Customer has an existing OTOY account, username and password, such existing account, username and password shall be used to access the OTOY Property. Each username and password may only be used to access the OTOY Property during one (1) concurrent login session for such applicable product or service. Customer will ensure that each username and password given to an End User will be used only by such End User. Customer is responsible for maintaining the confidentiality of all usernames and passwords, and is solely responsible for all activities that occur under these usernames. Customer agrees: (a) not to allow a third party (except for End Users) to use Customer’s accounts, usernames or passwords at any time; and (b) to notify OTOY promptly of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of this Agreement. OTOY reserves the right to terminate immediately any accounts, usernames, or passwords that OTOY reasonably determines may have been used by an unauthorized third party. Customer accounts and their associated usernames and passwords cannot be shared or used by third parties, but may be reassigned from time to time to a new End User by Customer where such new End User is replacing a former End User who has terminated employment or otherwise changed job status or function and no longer uses the Software. Notwithstanding the foregoing, Customers which have only purchased a 2 GPU license for a particular Software will not be able to have usernames and passwords for such Software reassigned to another End User. Customer is solely responsible for all access to and use of the Software by its End Users and all access to and use of the Software through any End User’s account

    6. Customer Licenses to OTOY. Customer grants OTOY a non-exclusive, worldwide, royalty-free and fully paid license (a) during the term of this Agreement, to use, copy, display, perform, and create derivative works of the Customer Content to fulfill Customer’s requests and provide services to Customer in accordance with this Agreement and (b) on a perpetual basis, to use, copy, display, perform, and make derivative works of anonymized data related to the rendering of Customer Content solely for internal research and development purposes, including measuring and improving the effectiveness of OTOY’s products and services through metrics and event data capture.

    7. Customer Obligations.

      1. Customer shall use the OTOY Property only in accordance with this Agreement and the Documentation and in compliance with all applicable laws and regulations and be responsible for all Customer Content.

      2. Customer represents, warrants, and covenants that:

        1. Customer owns and/or licenses all rights necessary to use, distribute, publicly display, publicly perform, and make derivative works of Customer Content for the purposes contemplated under this Agreement and to grant OTOY the license set forth in Section 2.6;

        2. Customer has paid and/or will pay all fees and other obligations, of any kind, relating to Customer Content;

        3. Customer Content (i) does not violate, or encourage the violation of, any applicable laws, rules, or regulations; (ii) does not contain false, misleading, or inaccurate information; (iii) is not defamatory, libelous, threatening, or harassing of OTOY or any third party; (iv) does not infringe or misappropriate the intellectual property rights of OTOY or any third party; and (v) is not obscene, pornographic, or otherwise objectionable, as determined in the sole discretion of OTOY; and

        4. Customer will not use OTOY’s name, trademark, logo, or any other copyrighted material owned by OTOY without prior written consent of OTOY, except as permitted by this Agreement.

      3. Customer acknowledges and agrees that OTOY Properties are not designed for High Risk Uses. If Customer elects to use OTOY Properties for High Risk Uses, Customer agrees such uses are solely at Customer’s own risk and liability. “High Risk Uses” are uses where failure of the OTOY Properties or Customer Content rendered by OTOY Properties could lead to death or serious bodily injury of any person or severe physical or environmental damage, including aircraft, motor vehicles or other modes of transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, and weaponry systems.

      4. Customer shall be solely responsible for all acts or omissions of its End Users and any breach of this Agreement by an End User of Customer shall be deemed a breach by Customer.

      5. Customer acknowledges and agrees that OTOY is not obligated to back-up any Customer Content and that Customer is solely responsible for creating back-up copies of any Customer Content at Customer’s sole cost and expense. Customer is solely responsible for accidental loss and accidental deterioration of the Software and/or Customer Content.

    8. Customer Privacy. Customer agrees to the terms of OTOY’s privacy policy, as may be updated by OTOY from time to time, and is currently available at https://home.otoy.com/privacy-policy/.

    9. Investigations. If OTOY becomes aware of any possible violations by Customer or any of its End Users of this Agreement, OTOY reserves the right to investigate such violations. If, as a result of the investigation, OTOY believes that criminal activity has occurred, OTOY reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities, including disclosure of any information or materials on or in OTOY Properties related to Customer Content in OTOY’s possession, as OTOY in its sole discretion believes to be necessary or appropriate, and to immediately terminate this Agreement without notice.

    10. Feedback. Customer hereby grants to OTOY a perpetual, irrevocable, worldwide, sublicenseable, and royalty-free right to use and otherwise exploit any suggestions, comments, or other feedback provided by Customer or its End Users related to OTOY Properties (“Feedback”) in any manner.

2.11 User Generated Content. Otoy does not claim any ownership or liability with respect to any User Generated Content that is uploaded to Otoy’s digital database. Customer hereby acknowledges that i) Otoy does not pre-screen the User Generated Content and, as such, does not guarantee the accuracy, integrity, or quality of such User Generated Content; (ii) Customer will evaluate and bear all risks associated with the use of any User Generated Content, including any reliance on the accuracy, completeness, or usefulness of such User Generated Content, (iii) Customer and its End Users may be exposed to User Generated Content that is indecent, offensive or otherwise objectionable; and (iv) under no circumstances will Otoy be liable in any way for any User Generated Content, including but not limited to, any errors or omissions in the Content, or for any loss or damages of any kind incurred as a result of the use of any User Generated Content. If Customer or its End Users upload, post, submit, publishe transmit, or otherwise make available User Generated Content, Customer represents and warrants that a) Customer’s and its End Users’ User Generated Content is not confidential; b) Customer and its End Users have the requisite rights to upload, submit, post, publish, transmit and otherwise make available the User Generated Content; c) Customer and its End Users grant Otoy a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sub-licensable license to store, display, reproduce, modify, use and transmit the User Generated Content for the purposes of providing, formatting, maintaining, repairing, and otherwise improving and administering the digital database and marketplace; and d) Customer and its End Users grant Otoy a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, license to store, display, reproduce, modify, use and transmit the User Generated Content and derivative works using or based on the User Generated Content or any part thereof and to sublicense all of these rights through multiple tiers of sublicensing, for any purpose on any platform, system, device or media, whether now known or hereafter created, including without limitation, sublicensing these rights to third party end users, OTOY’s licensees, or any sub-licensees of OTOY’s licensees through multiple tiers of sublicensing. Customer and its End Users hereby waive any approval rights, rights of attribution, integrity, or other similarly afforded “moral” rights that Customer may have with respect to any use of the User Generated Content as set forth herein. In no event will Customer have any right to any injunction or other form of relief that could limit or restrict OTOY’s use of the User Generated Content, any right to which is waived by Customer and its End Users.

(i) It is OTOY’s policy to respond to all claims of intellectual property infringement. We will investigate notices of alleged infringement and will take appropriate actions required under the Digital Millennium Copyright Act, Title 17, US Code Section 512 (c)(2) (“DMCA”) and other applicable intellectual property laws. Notices should be sent to the below address, and in order to be effective, shall include i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; iv) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and vi) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

OTOY, Inc. attn.: Legal Department 1010 Wilshire Blvd., Suite 1604 Los Angeles, CA 90017, email: [email protected]

  1. Proprietary Rights. Customer acknowledges and agrees that the OTOY Property contains valuable Intellectual Property Rights of OTOY and its licensors. The OTOY Property is licensed and not sold to Customer, and no title or ownership to the OTOY Property passes as a result of this Agreement or any act pursuant to this Agreement. OTOY and its licensors own all right, title, and interest in and to the OTOY Property. All rights not expressly granted to Customer in this Agreement are reserved. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future patents of OTOY, except to the extent necessary for Customer to use the OTOY Properties as expressly permitted under this Agreement.

  2. Confidentiality

    1. Confidential Information. Each party (the “Disclosing Party”) may during the term of this Agreement disclose to the other party (the “Receiving Party”) non-public information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Without limiting the generality of the foregoing, the Software shall constitute OTOY’s Confidential Information. The Disclosing Party will identify Confidential Information as “confidential” or “proprietary” at the time of disclosure and, if disclosed in oral form, provide a written summary of such Confidential Information to the Receiving Party within thirty (30) days after such oral disclosure.

    2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

    3. Exceptions. The Receiving Party’s obligations under Section 4.2 with respect to Confidential Information of the Disclosing Party will terminate to the extent such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

    4. Return of Confidential Information. The Receiving Party will either return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the termination of this Agreement, whichever comes first. Upon request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section 4.4.

  3. Acceptance of Orders; Additional Orders; Delivery and Installation

    1. Acceptance of Orders. All Customer Orders purchased via electronic methods, including orders for Additional Products and Services, will be deemed accepted by OTOY only upon OTOY’s electronic confirmation to Customer that OTOY has accepted Customer’s Order.

    2. Additional Orders. Subject to the terms and conditions of this Agreement, Customer may place additional Orders with OTOY for renewals to Software licenses, additional Software licenses, Product Use Environment Upgrades, and additional professional services, if applicable (collectively “Additional Products and Services”).

    3. Delivery and Installation of Software. OTOY will make available the Software and Documentation purchased by Customer, electronically to Customer on OTOY’s websites (“Delivery”). Customer will be solely responsible for downloading and installing Software onto Customer Systems in accordance with OTOY’s instructions located on OTOY’s websites. OTOY is not responsible for any time of delivery requirement Customer may have. Customer can access all applicable Releases from OTOY in accordance with this Agreement by electronic delivery. Customer shall promptly provide to OTOY all information that is necessary to enable OTOY to transmit electronically all such items to Customer. Customer acknowledges that certain internet connections and hardware capabilities are necessary to complete electronic deliveries and that the Software may require internet connectivity at all times (Customer shall be responsible for all fees and costs associated with internet connectivity). Customer acknowledges that the electronic deliveries may be slow and time-consuming depending upon network traffic and reliability. In furtherance of the purpose of the electronic deliveries, OTOY will not deliver to Customer, and Customer will not accept from OTOY, any Software deliverable under this Agreement in any tangible medium including, but not limited to, CD-ROM, tape or paper. Customer will be deemed to have unconditionally and irrevocably accepted the Software upon Delivery.

  4. Updates.

    1. Updates. OTOY may provide Customer with Releases from time to time, as they become available. OTOY reserves the right to change the services and functionalities provided by the OTOY Properties at any time in its sole discretion.

  5. Term And Termination

    1. Term. The term of this Agreement will begin on the Effective Date and continue in force until this Agreement is terminated in accordance with Section 7.3. The term of Software licenses shall be as set forth in the Order.

    2. Discontinuation of Features or Functions. OTOY reserves the right to discontinue any products or services, in whole or in part, at any time, without liability to Customer.

    3. Termination of Agreement. Either party may terminate this Agreement for convenience by providing the other party with thirty (30) days prior written notice. OTOY may immediately terminate this Agreement and all licenses granted hereunder for material breach by CUSTOMER, including any breach of Section 2 hereof. OTOY may terminate this Agreement for uncured, non-material breach if such breach remains uncured following three (3) days after delivery of written notice of such breach to Customer. The foregoing rights of termination are in addition to any other rights and remedies provided in this Agreement or by law.

    4. Effect of Termination. Upon termination of this Agreement, all rights of Customer to use the OTOY Properties will cease and: (a) all license rights granted under this Agreement will immediately terminate and Customer shall promptly cease all use of the OTOY Properties; (b) OTOY’s obligation to provide support for the OTOY Properties will terminate; (c) Customer shall erase all copies of the OTOY Property from Customer’s computer, and destroy all copies of the OTOY Property in Customer’s possession or control or return such copies to OTOY; (d) upon request by OTOY, Customer shall certify in writing to OTOY that that it has returned or destroyed such OTOY Property; and (e) Confidential Information will be returned or destroyed in accordance with Section 4.4.

    5. Survival. Sections 1, 2.2, 2.3, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 3, 4, 7.4, 7.5, 8.4, 9, 10, 11, 12, and 13 will survive the termination of this Agreement.

  6. Fees.

    1. Fees. Customer shall pay OTOY the fees set forth on OTOY’s websites by either credit card purchase or by purchasing Credits. Customer has no right to offset any payments for any claims Customer may have against OTOY. All payments shall be made in US Dollars unless otherwise determined by OTOY. Except as set forth in this Agreement, all fees are non-refundable. OTOY reserves the right to increase fees at its sole discretion and without notice, except with respect to Automatic Renewals of Subscription Licenses (as set forth in Section 8.2). With respect to Automatic Renewals of Subscription Licenses, OTOY may change the renewal price of Customer’s subscription prior to the next Renewal Commencement Date, as applicable, provided that OTOY provides Customer with prior notice of such increases and the opportunity to cancel such Automatic Renewals of Subscription Licenses as further set forth in Section 8.2.

      1. Payment by Credit Card. OTOY shall have the right to use a third party service provider for payment services. Customer must provide OTOY’s third party service provider with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement to determine your rights and liabilities in connection with the credit card payments. By providing OTOY’s third party service provider with the credit card number and associated payment information, Customer agrees that OTOY is authorized to immediately charge Customer for all fees and charges due and payable to OTOY hereunder and that no additional notice or consent is required. Customer agrees to immediately notify OTOY’s third party service provider of any change in Customer’s billing address or the credit card used for payment hereunder. OTOY currently uses Paypal, Inc. (“Paypal”) as its third party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). Customer agrees to be bound by, where applicable, Paypal’s User Agreement available at https://www.paypal.com/us/webapps/mpp/ua/useragreement-full and its Privacy Policy available at https://www.paypal.com/us/webapps/mpp/ua/privacy-full as well as any other applicable legal agreements for Paypal services which can be located at https://www.paypal.com/us/webapps/mpp/ua/legalhub-full. Customer hereby consents to provide and authorize OTOY and/or Paypal to share any information and payment instructions Customer provides to the extent required to complete the payment transactions in accordance with this Agreement, including personal, financial, credit card payment, and transaction information. OTOY may choose a different third party service provider for payment services in its sole discretion, in which case all of the above references to Paypal will be deemed to refer instead to the different third party service provider and, as applicable, its terms of use and privacy policy.

      2. OTOY, in its sole discretion, may accept payment by other means such as international bank transfer, however, Customer must contact OTOY customer support at [email protected] and receive prior written confirmation that such other means of payment will be accepted by OTOY.

      3. If OTOY is unable to process payments using the payment method provided by Customer for Customer’s Order, or if OTOY does not receive payment from Customer for Customer’s order, or receives a chargeback claim from Customer’s credit card merchant or OTOY’s third party service provider for payment services or if OTOY has reason to believe that Customer is i) ineligible to purchase OTOY Property from Otoy either as a result of a breach of this Agreement or by virtue of applicable law or otherwise, ii) is otherwise in breach of this Agreement, iii) engaged in fraud or criminal activity in connection with Customer’s use of any OTOY Property, then, without prejudice to any of OTOY’s other rights, may do any or all of the following: a) stop any of the OTOY Property from being fulfilled to Customer; b) stop or suspend ongoing access to OTOY Property; or c) cancel any automatic renewal plan in which Customer elected to participate.

    2. Automatic Renewal of Subscription Licenses. If Customer orders a subscription license, Customer’s subscription will continue indefinitely in accordance with the terms of the Order until terminated in accordance with this Agreement. After Customer’s initial subscription period, and again after any subsequent subscription period, Customer’s subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at the OTOY’s then-current price for such subscription. Customer agrees to be subject to this automatic renewal feature unless Customer cancels its subscription at any time prior the Renewal Commencement Date by either cancelling through Customer’s OTOY account, by contacting OTOY via email at [email protected], or by cancelling the recurring payment directly with the third party payment service provider (e.g., Paypal). If Customer cancels its subscription prior to the Renewal Commencement Date, then Customer may use its subscription until the end of Customer’s then-current subscription term; Customer’s subscription will not be renewed after Customer’s then-current term expires. If notice of cancellation is received by OTOY prior to the Renewal Commencement Date, then Customer may use its subscription until the end of such last subscription period and will not be charged for another subscription period unless Customer places an additional Order. Subject to Section 7.4, Customer will not be eligible for a pro rata refund of any portion of the subscription fee paid for the then-current subscription period. Customer authorizes OTOY to charge Customer’s Payment Provider at the beginning of applicable subscription period. Upon renewal of Customer’s subscription, if OTOY does not receive payment: (i) Customer agrees that the Company may either terminate or suspend Customer’s subscription immediately, (ii) if OTOY does not receive payment from Customer’s Payment Provider (if applicable), Customer agrees to pay all amounts due upon demand, (iii) OTOY may continue to attempt to charge Customer’s Payment Provider until payment is received. Upon receipt of payment, Customer’s account will be re-activated and for purposes of automatic renewal, Customer’s new subscription commitment period will begin as of the day payment was received.

    3. Taxes. All fees are exclusive of any sales, use, excise, import, export or value-added tax, levy, duty or similar governmental charge which may be assessed based on any payment due hereunder, including any related penalties and interest (“Taxes”). Customer is solely responsible for all Taxes resulting from transactions under this Agreement, except Taxes based on OTOY’s net income and any applicable GST for purchases made within New Zealand. Customer will indemnify and hold OTOY harmless from (a) the Customer’s failure to pay (or reimburse OTOY for the payment of) all such Taxes; and (b) the imposition of and failure to pay (or reimburse OTOY for the payment of) all governmental permit fees, license fees, customs fees and similar fees which OTOY may incur in respect of this Agreement or any other fees required to be made by Customer under this Agreement, together with any penalties, interest, and collection or withholding costs associated therewith.

    4. Disputes. Customer must notify OTOY in writing within seven (7) days after receiving Customer’s credit card statement or invoice, if Customer disputes any of OTOY’s charges or such dispute will be deemed waived. Billing disputes should be notified to [email protected]

  7. Limited Warranty

    1. Software Warranty. OTOY warrants to, and for the sole benefit of, Customer that, subject to Section 9.2, any Software, as delivered by OTOY and properly installed and operated within the Product Use Environment and used as permitted under this Agreement and in accordance with the Documentation, will perform substantially in accordance with the Documentation for sixty (60) days from the date of Delivery. Customer’s sole and exclusive remedy and OTOY’s sole liability for breach of this warranty is for OTOY, at its own expense, to replace the Software with a version of the Software that corrects those Errors that Customer reports to OTOY during such warranty period. Any Error correction provided will not extend the original warranty period.

    2. Exclusions. OTOY will have no obligation under this Agreement to correct, and OTOY makes no warranty with respect to, Errors related to: (a) improper installation of the applicable Software; (b) changes that Customer has made to the applicable Software; (c) use of the applicable Software in a manner inconsistent with the Documentation and this Agreement; or (d) use or combination of the applicable Software with third party hardware or software not conforming to the operating environment specified in the Documentation.



    1. Disclaimer. Except as provided in Sections 9.1 THROUGH 9.4, OTOY hereby disclaims all warranties whether express, implied or statutory with respect to the OTOY Properties and professional services and any other products or services provided to Customer under this Agreement, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty against interference with Customer’s enjoyment of the products or services provided to Customer under this Agreement. OTOY does not warrant that all errors can be corrected, or that operation of the OTOY Properties shall be uninterrupted or error-free. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  1. Indemnity

    1. OTOY’s Indemnity. OTOY shall defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Software infringe any U.S. copyrights or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law, and OTOY will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer giving OTOY (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as OTOY may reasonably request, at OTOY’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, OTOY shall have no obligation or liability to the extent that the alleged infringement or misappropriation arises from (1) Customer Content or the combination, operation, or use of the Software with products, services, deliverables, materials, technologies, business methods or processes not furnished by OTOY; (2) modifications which were not made by OTOY; or (3) Customer’s breach of this Agreement or use of the Software other than in accordance with this Agreement (collectively, “IP Exclusions”). Upon the occurrence of any claim for which indemnification is or may be due under this Section, or in the event that OTOY believes that such a claim is likely, OTOY may, at its option (i) modify or replace the Software so that it becomes non-infringing; (ii) obtain a license to the applicable third-party intellectual property; or (iii) terminate this Agreement (or the applicable Orders) on written notice to Customer and refund to Customer a pro rata amount of any pre-paid fees for the remainder of the applicable term. The obligations set forth in this Section shall constitute OTOY’s entire liability and Customer’s sole remedy for any such claims.

    2. Customer’s Indemnity. Customer shall indemnify, hold harmless, and, at OTOY’s option, defend OTOY from and against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, losses, and liabilities arising out of any (a) IP Exclusions or (b) Customer Content (including any third party claim that any Client Content is false, misleading, disparaging, infringing or a misappropriation, as applicable, of any intellectual property rights of a third party) or (c) any breach or alleged breach by Customer of this Agreement. OTOY agrees to give Customer: (i) prompt written notice of such claim; and (ii) such information and assistance as Customer may reasonably request, at Customer’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Customer shall not settle any third-party claim, unless such settlement completely and forever releases OTOY with respect thereto or unless OTOY provides its prior written consent to such settlement. In any action for which Customer provides defense on behalf of OTOY, OTOY may participate in such defense at its own expense by counsel of its choice.

  2. Limitation Of Liability. In no event will OTOY be liable to Customer or any other party for loss of data, loss of the use or performance of any products, loss of revenues, loss of profits, or business interruption or any special, punitive, indirect, incidental, exemplary, or consequential damages arising out of or related to this Agreement under any legal theory, even if OTOY knows of or should have known of the possibility of such damages. in no event will OTOY’s total cumulative liability arising out of or related to this Agreement exceed the total amount of fees received by OTOY from Customer under this Agreement during the twelve (12) months immediately preceding such claim. This Section 11 will apply even if an exclusive remedy of Customer under this Agreement has failed of its essential purpose. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.

  3. Arbitration.

    1. Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with OTOY and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

      1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of any product or service provided by OTOY that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and OTOY, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement.

      2. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (Notice) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to OTOY should be sent to: OTOY, Inc., 1010 Wilshire Blvd., Los Angeles, CA 90017, Attn: Legal Department. After the Notice is received, you and OTOY may attempt to resolve the claim or dispute informally. If you and OTOY do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

      3. Arbitration Rules. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider (ADR Provider) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Agreement. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that OTOY made to you prior to the initiation of arbitration, OTOY will pay you the greater of the award or $2,500. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

      4. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

      5. Time Limits. If you or OTOY pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS rules for the pertinent claim.

      6. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and OTOY, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS rules, and the Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and OTOY.

      7. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.

      8. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER.

      9. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This Section 12 shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

      10. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

      11. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

      12. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with OTOY.

      13. Small Claims Court. Notwithstanding the foregoing, either you or OTOY may bring an individual action in small claims court.

      14. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

      15. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

      16. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California, for such purpose.

  4. General

    1. Government End Users. The Software and Documentation are deemed to be “commercial items” consisting of “commercial computer software” and “commercial computer software documentation” pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of the Software and Documentation by the U.S. Government shall be governed solely by the terms of this Agreement.

    2. Audit Rights. Unless Customer is solely using the OTOY Property solely for non-commercial purposes, during the term of this Agreement and for two (2) years thereafter, OTOY or its representatives, may upon at least ten (10) days’ written notice, inspect and audit records, Customer Systems, and premises of Customer during normal business hours to verify Customer’s compliance with this Agreement. In no event will such audits be conducted more frequently then once every twelve (12) months, unless an earlier audit uncovered an underpayment greater than one percent (1%) of the fees due and payable with respect to the period audited. Customer will promptly pay any fees revealed by the audit to be due and payable. Customer will pay any fees charged by OTOY’s designated representative, if any; provided that if any audit reveals an underpayment of fees greater than five (5%) percent of the fees due and payable with respect to the period audited, Customer will reimburse OTOY for any such audit fees.

    3. Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by facsimile or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth above, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.

    4. Relationship of Parties. The parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties.

    5. Publicity. Each party may use the other party’s name for investor relations and marketing purposes with the other party’s prior written consent.

    6. Compliance with Export Control Laws. The Software may contain encryption technology controlled under U.S. export law, the export of which may require an export license from the U.S. Commerce Department. Customer will comply with all applicable export control laws and regulations of the U.S. and all other applicable jurisdictions. Customer will defend, indemnify, and hold harmless OTOY from and against all fines, penalties, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by OTOY as a result of Customer’s breach of this Section.

    7. Assignment. Customer may not assign or transfer, by operation of law, merger or otherwise, any of its rights or delegate any of its duties under this Agreement (including, without limitation, its licenses for the Software) to any third party without OTOY’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. OTOY may assign its rights or delegate its obligations under this Agreement.

    8. Force Majeure. Any delay in or failure of performance by either party under this Agreement, other than a failure to pay amounts when due, will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party, including any act of God, terrorism, war, strike, lock-out, industrial action, Internet or power outage, fire, flood, drought, and storm.

    9. Governing Law. This Agreement shall be governed by the laws of the state of California, excluding any conflict of law provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

    10. Remedies. Except as provided in Sections 9 (Warranty) and 10 (Indemnity) of this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the OTOY Properties contain valuable trade secrets and proprietary information of OTOY, that any actual or threatened breach of Section 2 (License) or Section 4 (Confidentiality) will constitute immediate, irreparable harm to OTOY for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

    11. Waiver; Severability. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is adjudicated to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

    12. Order of Precedence; Construction. The provisions of the standard terms and conditions will prevail regardless of any inconsistent or conflicting provisions on any Order. The Section headings of this Agreement are for convenience and will not be used to interpret this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”

EXHIBIT A



SUPPORT AND MAINTENANCE ADDENDUM


OTOY shall provide support services via email, during regular business hours and will endeavor in good faith to respond to customer support inquiries within Two (2) business days, provided that Customers have installed the most current Updates of the Software. Customer support inquiries shall be sent to email: [email protected]

EXHIBIT B


Additional terms applicable to the Third Party Code are set forth below and can be found at the links provided below:


* Alembic 1.5 - license: (http://opensource.org/licenses/BSD-3-Clause)


Copyright (c) 2009-2013, Sony Pictures Imageworks, Inc. and Industrial Light & Magic, a division of

Lucasfilm Entertainment Company Ltd.

All rights reserved. This software is provided by the copyright holders and contributors "as is" and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the copyright owner or contributors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage.



* BLOSC: http://www.blosc.org/


Copyright (C) 2009-2014 Francesc Alted <[email protected]>


Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:


The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.


THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


* Boost 1.53 - license: http://www.boost.org/users/license.html

Copyright Joe Coder 2004 - 2006.

Distributed under the Boost Software License, Version 1.0. The software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall the copyright holders or anyone distributing the software be liable for any damages or other liability, whether in contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.

* cURL 7.29 - license: http://curl.haxx.se/docs/copyright.html

Copyright (c) 1996 - 2014, Daniel Stenberg, <[email protected]>.


All rights reserved. The software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement of third party rights. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.


* FreeImage 3.15 - license: http://freeimage.sourceforge.net/freeimage-license.txt


The contents of this file are subject to the FreeImage Public License Version 1.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://home.wxs.nl/~flvdberg/freeimage-license.txt


Software distributed under the License is distributed on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License.


* FreeType 2.4.11 (Mac OS only) - license: http://git.savannah.gnu.org/cgit/freetype/freetype2.git/tree/docs/FTL.TXT

Portions of this software are copyright 1996-2002, 2006 avid Turner,

Robert Wilhelm, and Werner Lemberg All rights reserved.


The freetype project is provided `as is' without warranty of any kind, either express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. In no event will any of the authors or copyright holders be liable for any damages caused by the use or the inability to use, of the freetype project.


* FreeGlut - http://freeglut.sourceforge.net/

Copyright (c) 2015, Paul W. Olszta. All rights reserved.



Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:


The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.


THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


*Fugue Icons: https://github.com/yusukekamiyamane/fugue-icons



Fugue icons by Yusuke Kamiyamane (http://p.yusukekamiyamane.com/). Licensed under a Creative Commons Attribution 3.0 License.


* GLEW 1.10 - license: http://glew.sourceforge.net/credits.html

Copyright (C) 2002-2008, Milan Ikits <milan ikits[]ieee org>

Copyright (C) 2002-2008, Marcelo E. Magallon <mmagallo[]debian org>

Copyright (C) 2002, Lev Povalahev

All rights reserved.

This software is provided by the copyright holders and contributors "as is" and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the copyright owner or contributors be

Liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business

Interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage.


* HDF5 - license: http://www.hdfgroup.org/ftp/HDF5/current/src/unpacked/COPYING


HDF5 (Hierarchical Data Format 5) Software Library and Utilities

Copyright 2006-2013 by The HDF Group.


NCSA HDF5 (Hierarchical Data Format 5) Software Library and Utilities

Copyright 1998-2006 by the Board of Trustees of the University of Illinois.


All rights reserved.


Redistribution and use in source and binary forms, with or without modification, are permitted for any purpose (including commercial purposes) provided that the following conditions are met:


1. Redistributions of source code must retain the above copyright notice, this list of conditions, and the following disclaimer.


2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions, and the following disclaimer in the documentation and/or materials provided with the distribution.


3. In addition, redistributions of modified forms of the source or binary code must carry prominent notices stating that the original code was changed and the date of the change.


4. All publications or advertising materials mentioning features or use of this software are asked, but not required, to acknowledge that it was developed by The HDF Group and by the National Center for Supercomputing Applications at the University of Illinois at Urbana-Champaign and credit the contributors.


5. Neither the name of The HDF Group, the name of the University, nor the name of any Contributor may be used to endorse or promote products derived from this software without specific prior written permission from The HDF Group, the University, or the Contributor, respectively.


DISCLAIMER:

THIS SOFTWARE IS PROVIDED BY THE HDF GROUP AND THE CONTRIBUTORS "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. In no event shall The HDF Group or the Contributors be liable for any damages suffered by the users arising out of the use of this software, even if advised of the possibility of such damage.


* LuaJIT 5.1.4 - license: http://www.opensource.org/licenses/mit-license.php

Copyright © 2005-2014 Mike Pall

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

The software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.



--- LUNIT ---


Lunit is written by Michael Roth <[email protected]> and is licensed under the terms of the MIT license reproduced below.


Copyright (c) 2004-2009 Michael Roth <[email protected]>


Permission is hereby granted, free of charge, to any person

obtaining a copy of this software and associated documentation

files (the "Software"), to deal in the Software without restriction,

including without limitation the rights to use, copy, modify, merge,

publish, distribute, sublicense, and/or sell copies of the Software,

and to permit persons to whom the Software is furnished to do so,

subject to the following conditions:


The above copyright notice and this permission notice shall be

included in all copies or substantial portions of the Software.


THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,

EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY

CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT,

TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE

SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.



--- OPENEXR ---


Copyright (c) 2006, Industrial Light & Magic, a division of Lucasfilm Entertainment Company Ltd. Portions contributed and copyright held by others as indicated. All rights reserved.


Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:


* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.


* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.


* Neither the name of Industrial Light & Magic nor the names of any other contributors to this software may be used to endorse or promote products derived from this software without specific prior written permission.


THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.




* OpenSSL 1.0.1e - license: http://www.openssl.org/source/license.html

Copyright (c) 1998-2011 The OpenSSL Project. All rights reserved.


This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)"


This software is provided by the OpenSSL project ``as is'' and any expressed or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the OpenSSL project or its contributors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage.


* OpenSubDiv; license: http://graphics.pixar.com/opensubdiv/license.html

Licensed under the Apache License, Version 2.0 (the "License"), with the following modification; you may not use this file except in compliance with the Apache License and the following modification to it: Section 6. Trademarks. is deleted and replaced with:


6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor and its affiliates, except as required to comply with Section 4(c) of the License and to reproduce the content of the NOTICE file


You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.


Unless required by applicable law or agreed to in writing, software distributed under the Apache License with the above modification is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache License for the specific language governing permissions and limitations under the Apache License.


--- SNAPPY ---


Copyright 2011, Google Inc.

All rights reserved.


Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:


* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.


* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.


* Neither the name of Google Inc. nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.


THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


--------------- END OF LICENSE AGREEMENT ---------------


OctaneRender Beta Program Notice

The OctaneRender™ Beta Program

The OctaneRender™ beta program allows users to buy a license for beta OctaneRender™ products, at a reduced price. Beta licenses continue to be valid after the final release of the product, with the same privileges as a license purchased post-release (eg: free minor version updates like 3.0 to 3.1).

It is important to note that Beta software is often not feature complete, however OctaneRender™ Beta products are usually quite mature and can be used for professional purposes (unless otherwise specified).



OctaneRender OctaneLive Notice

IMPORTANT: OctaneLive™ Activation connection requirements

Note that OctaneRender™ requires an internet connection to be present during the license activation stage and for sharing content with community users. Once the software has been activated online in offline licensing mode, you can run it without an internet connection, although you need it again to upgrade the software, or use the online sharing features.

If you do not have an internet connection on the machine you are planning to install OctaneRender™ on, you should consider getting a low speed mobile connection, or any other temporary connection to activate the software during the first install.



OctaneVR OctaneLive Notice

IMPORTANT: OctaneLive™ Activation connection requirements

Note that OctaneVR requires a reliable internet connection to function, and will not open if it cannot connect to the OctaneLive servers. Also, OctaneRender's Offline Licensing mode is not available for OctaneVR subscription licenses.