NEXT LIMIT TECHNOLOGIES - SOFTWARE LICENSE AGREEMENT The terms and conditions that follow form a legally binding agreement ("End User License Agreement", "EULA" or "Agreement") between you ("You", "User" or "End User"), an individual or an entity, and Next Limit SL ("Next Limit"), relating to software and services ("Software") developed by Next Limit including, but not limited to, software known as RealFlow, RealFlow RenderKit and Maxwell Render. You may not install or use the Software in any computer, or copy it, without a license from Next Limit. Next Limit offers You a non-exclusive non-transferable license for the Software on the terms set out in this Agreement. Carefully read this Agreement before downloading or installing the Software. By installing or using the Software, You fully accept these terms and conditions and agree to be legally bound by this Agreement. The terms and conditions contained herein may be subject to change without prior notice when Next Limit considers appropriate. 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 on computers 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 computer, or used non-simultaneously by multiple people accessing the same single computer. If You wish to use the Software concurrently on additional computers You must purchase additional licenses. If the number of computers 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 computers/machines 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. 1A - Specific Terms for RealFlow 4 (RF4) licenses: Each RF4 standard license is valid for 2 cores on a single machine, not in network. If You wish to take advantage of more cores on a machine, You must purchase additional licenses. 1B - Specific terms for RealFlow 4 Command Line ("RFCmd") licenses: RFCmd licenses are for launching different RF4 simulations on different machines to the machine running RealFlow 4 itself. RFCmd licenses can only be used in conjunction with at least one valid RF4 standard license. 1C - Specific Terms for RF RenderKit ("RFRK") licenses: RFRK licenses are for the set of software tools, collectively know as the RealFlow Renderkit, that help users with the tasks of rendering RealFlow fluids. RFRK licenses are independent of RF4 licenses. All RFRK licenses use a license server which is part of the RFRK software - this license server must not be disabled. Each RFRK license is valid for a single render machine running the appropriate render software. You must purchase enough RFRK licenses to adequately cover the number of machines running the appropriate render software. 1D - Specific Terms for Maxwell Render licenses Each Maxwell Render license is valid for a single machine, with no CPU or core limit. Maxwell Render licenses are floating licenses – You may install the Software on multiple machines, but numbers 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. You may access the Software via a network, provided that You have purchased sufficient licenses for each concurrent user that will access the Software through the network, and/or to cover all concurrent workstations that will access the Software through the network. 1E - Specific Terms for Maxwell RenderNode licenses Maxwell RenderNode licenses are for render-only machines and workstations in (for example) private renderfarms. You must purchase sufficient Maxwell RenderNode licenses for each machine that will access the Software for rendering. You may access the Software via a network, provided You have obtained sufficient Maxwell RenderNode licenses to cover all render-only workstations in the network. Maxwell RenderNode licenses cannot be used for setting up scenes or creating scenes (.mxs files), they can only be used for rendering a scene (creating a .mxi image). 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. 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 infringment of copyright and/or intellectual property rights, and adopt any and all necessary measures to assure the confidentiality and the respect of all propoerty 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, intalled 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. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS END USER LICENSE AGREEMENT, AND YOU AGREE TO BE BOUND BY ITS TERMS. YOU MUST ACCEPT THESE TERMS BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE. By accepting the terms of this End User License Agreement, You also agree to read and accept the terms and conditions established in the General Conditions of Sale before installing the Software.