1. Grant of License and Permitted Use

Next Limit grants to You a personal, non-transferable, and non-exclusive license to download, install and use the Software and associated printed and/or electronic documentation accompanying the Software, in accordance with this agreement.

This license does not under any circumstances confer ownership of the Software to You.

The Software may only be installed and used in the country in which You have your principle place of business, or if purchased by one of your branches in another country, only in the country in which this branch is located.  The license may not be transferred to another country.  Companies with multiple branches in multiple countries must purchase enough licenses for each country separately.

If You have paid for a single license, a single copy of the Software may be installed and used by You, or a single registered person, on one machine/workstation, or used non-simultaneously by multiple people accessing the same single machine/workstation.  If You wish to use the Software concurrently on additional machine/workstations You must purchase additional licenses.

Where licenses are “floating”, You may install the Software on multiple machines/workstations, but the number of concurrent users is restricted to the number of licenses purchased and You must have enough licenses to cover the required number of concurrent users.  Multiple concurrent Users using multiple machines/workstations must have multiple licenses.

Where licenses are “locked” to a machine/workstation, You may only install and use the Software on this machine, and may not copy the Software to any other machine.

Where licenses are restricted to a number of cores on a machine/workstation, and You wish to take advantage of more cores on a multi-core machine, You must purchase additional licenses.

Where licenses are valid for one license per machine/workstation, these licenses will take advantage of all the cores in the machine where possible, depending on the specific Software and process.

Where licenses use a Next Limit license server as a compulsory part of the Software, this license server must not be disabled.  Where the Next Limit license server is optional, it may be disabled.

You may access the Software via a network, provided You have purchased sufficient licenses for each concurrent user that will access the Software through the network, and/or to cover all concurrent machines/workstations using the Software in calculation-only or render-only mode that will access the Software through the network. 

If the number of machines/workstations on which the Software is installed, and/or the potential number of individual users of the Software, exceeds the number of licenses You have purchased, then You must use a network license or license server mechanism to ensure that the number of concurrent users of the Software, or the number of concurrent machines/workstations using the Software in calculation-only or render-only mode, does not exceed the number of licenses purchased.

Software delivered as an update or upgrade to a previous version of the licensed Software must replace the previous version – no additional license is granted.  You may install only such number of updates/upgrades as equal to the number of licenses paid for.  If You wish to install more updated/upgraded versions than licenses held, You must purchase additional licenses.

Software delivered in demo or evaluation mode, and any licenses classed as demo, evaluation, not-for-resale, educational (including student and faculty) and other licenses issued for non-commercial purposes may only be used by You in an appropriate non-commercial manner, and never used for commercial gain, unless otherwise agreed by Next Limit in writing. 

2. Restrictions on Use

Unless otherwise agreed separately in writing with Next Limit or under a separate license agreement with Next Limit, You agree that you WILL NOT:

- Provide access to or use of the Software to any third party.

- Sell, license, sub-license, transfer, assign, re-distribute, lend, lease or rent (including via a timeshare arrangement), the Software, its use, or the license granted by this agreement.

- Install or use the Software over the internet, including, without limitation, use in connection with a web hosting or similar service, or make the Software available to third parties via the internet or otherwise.

- Modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.

- Copy or reproduce the Software, partially or totally, except to make one copy of the Software solely for back-up purposes. You are liable for the safekeeping of this copy and for any misuse which may be made of it.

- Copy or reproduce the manuals, user guides and other documentation forming part of the Software.

- Use demo, evaluation, not-for-resale, educational, student or faculty versions in any way for commercial gain.

Unless otherwise agreed separately in writing with Next Limit or under a separate license agreement with Next Limit, Maxwell RenderNode licenses cannot be used for setting up or creating scenes (.mxs files), they can only be used for rendering a scene (creating a .mxi image).

Next Limit reserves the right to embed a software security mechanism within the Software to monitor usage of the Software to verify compliance with this license and these restrictions. Such a security mechanism may store data relating to the use of the Software and the number of times it has been copied.  Next Limit reserves the right to use license administration software, and/or license authorisation key to control access to the Software.  You may not take any steps to avoid or defeat the purpose of any such measures.

3. Ownership and Intellectual Property

Next Limit is the owner of all intellectual property relating to the Software for which the license is granted.  Next Limit owns and retains all copyright, trademark, and other proprietary rights in and to the Software and documentation unless otherwise stated in said documentation.  The Software and documentation are protected by copyright laws and other intellectual property laws.

No title to the intellectual property in the Software, documentation, names, logos, or other material provided is transferred to You by this agreement, and the license granted does not under any circumstances confer ownership of the Software to You.

You must inform Next Limit of any infringement of copyright and/or intellectual property rights, and adopt any and all necessary measures to assure the confidentiality and the respect of all property right corresponding to Next Limit.

You agree to maintain in good condition any property notices, labels, trademarks, copyright symbols, or any other property indications in the Software and documentation indicating that Next Limit is the owner.

4. Warranty and Disclaimers

The Software and related materials are provided “AS IS” and without warranty or condition of any kind.  Next Limit specifically disclaims, including but not limited to, the express or implied warranties or conditions of merchantable quality and fitness for a particular purpose.  Next Limit does not warrant that the Software will meet your requirements, or that it can carry out any specific function, or that the operation of the Software will be uninterrupted or error free.

In no event shall Next Limit be liable to You or any third party for any direct, indirect, special, incidental, punitive or consequential damages (including but not limited to damages resulting from loss of use, loss of data, loss of profits, loss of goodwill, and loss of business), arising out of, or in connection with, the use of, or inability to use, or low performance of, the Software or documentation, even if Next Limit has been advised of the possibility of such damages.

Any liability assumed by Next Limit arising out of or in connection with the Software or documentation shall not under any circumstances exceed the license fee You have paid for the Software.
    
No returns or refunds will be accepted once the Software has been downloaded, installed or any package opened.  Your sole remedy under this warranty shall be termination of this license agreement.

You are responsible for the supervision, management and control of the use of the Software, and output of the Software including, but not limited to, selection of the Software to achieve your intended results, determining the appropriate uses of the Software and the output of the Software in your business, and establishing adequate back-up to prevent the loss of data in the event of a Software malfunction.

5. Termination

This Agreement is effective until terminated.  Next Limit may terminate this Agreement at any time without notice to You if you fail to comply with any of its terms. 

You may terminate this Agreement at any time by destroying all copies of the Software and related materials.

Upon termination by You, or upon receipt by You of written notice of termination from Next Limit, You shall immediately cease using the Software, destroy all copies of the Software and all written documentation in your possession and within 5 days thereafter provide Next Limit with a written confirmation that you have complied with these actions.

6. Miscellaneous and General Conditions

This Agreement shall be governed and interpreted in accordance with the laws of Spain, and any conflict arising from the same shall be submitted to Spanish courts. 

In the event that one or more of the provisions in this Agreement is found to be illegal or unenforceable by a court of competent jurisdiction, this Agreement shall not be rendered inoperative, the provision in question shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.