WOOVIZ END-USER LICENSE AGREEMENT

Last Updated on 04.04.2023

PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY. BY PURCHASING WOOVIZ LICENSE, YOU AGREE TO BE BOUND BY THE (1) TERMS OF SERVICE, (2) END-USER LICENSE AGREEMENT AND (3) PRIVACY POLICY. IF YOU DO NOT AGREE WITH THIS AGREEMENT, PLEASE DO NOT PURCHASE WOOVIZ LICENSE. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY. YOU SHOULD PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

All definitions with capital letter used herein have the same meaning as in the Wooviz Terms of Service.

1. WHAT ARE YOU AGREEING TO?

1.1. Parties To This Agreement.

This Wooviz End-User License Agreement describes a contractual relationship (“Agreement”) between you (“you” or “your”) and Wooviz di Riccardo Coletto including its subsidiaries, affiliates and assignees (“Wooviz”, “Company”, “we”, “us”, “our”), regarding your purchase and/or use of license(-s) offered through Website.

If you are using license(-s) offered through Website on behalf of an organization, you are agreeing to this Agreement for that organization, and are indicating that you have the authority to bind that organization to this Agreement. In that case, “you” and “your” will refer to that organization.

1.2. Changes to This Agreement.

Wooviz may unilaterally decide to change this Agreement from time to time, provided, however, that such changes will not impose additional obligations on you with respect to actions you took before the change became effective unless you specifically agree to such changes (for example, by confirming a payment transaction). Additionally, YOU AGREE TO ACCEPT ANY CHANGES TO THIS AGREEMENT BY USING LICENSE(-S) OFFERED THROUGH WOOVIZ WEBSITE AFTER CHANGES HAVE BEEN POSTED. If Wooviz makes any changes to this Agreement that it deems to be material, Wooviz will make a reasonable effort to inform you of such changes, but it is your responsibility to review the Agreement posted to Website from time to time to see if it has been changed.

1.3. Your Eligibility.

To be eligible to be granted with permission to use, modify and reproduce Wooviz Content as expressly permitted by this Agreement, you must be at least 18 years old. You represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

2. HOW WILL WOOVIZ LICENSE YOU?

2.1. Website and tools.

To be able to purchase licenses, you need to sign up for an Account. Account registration is free and voluntary. Signing up for your account can only take place with an acceptance of the terms and conditions of the Terms of Service.

Users are entitled to:

• use and download Wooviz Content under standard license as it stated in Clause 2.2. hereof;
• use and download Wooviz Content that designated with Editorial Use label as it stated in par. Clause 2.3. hereof.

Employees (contractors) of such legal entity or its partners, affiliates, shareholders, employees, and agents of any kind that help User with the processing, distribution, use of Wooviz Content etc. are prohibited from using the Wooviz received from the User for personal purposes, including using or distributing the Wooviz for profit. User obliges to control and ensure the compliance with this prohibition. In case of violation, it undertakes to reimburse Wooviz all expenses and losses related to the violation of this prohibition.

2.2. Standard License

2.2.1. License terms.

We under standard license hereby grant you a perpetual, non-exclusive, non-transferable worldwide license to use the Wooviz Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, it is a prohibited activity or use. For clarity, you may not use the Wooviz Content in products for resale, license or other distribution, or if the original Wooviz Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Wooviz Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file.

Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, computers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead.

2.2.2. Price of the Content

Wooviz may distribute paid and free Wooviz Content under the standard license. You shall pay all fees for paid Wooviz Content before you start use it. Wooviz may from time to time review and change the fee for any Wooviz Content, as well as change the scope of the free Content and charge for the use of Wooviz Content that is currently available to you for free.

2.2.3. Permitted Use.

Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Wooviz Content under standard license:

1. Advertising and promotional projects, such as CG visualizations, multimedia presentations, including film and video, commercials, broadcast and theatrical presentations;
2. Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters;
3. On–line or electronic publications, including web pages and/or internet broadcast;
4. Prints, posters, catalogues, brochures (i.e. a hardcopy) and other;
5. Any type of personal projects and/or artwork;
6. Any other uses approved in writing by

2.2.4. Prohibited Use.

Use of Wooviz Content under standard license is prohibited from the following actions:

1. Use Wooviz Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal;
2. Make Wooviz Content available for free download on public disks, shared services, software or sites for the purpose of sharing, transmission or distribution;
3. Use Wooviz Content in SPAM mailings;
4. Infringe upon any third party’s trademark or other intellectual property rights, or give rise to a claim of deceptive advertising or unfair competition;
5. Use Wooviz Content as part of a trademark, design mark, trade name, business name, service mark, or logo;
6. Use the Content in applications intended for resale;
7. Incorporate the Content in any product that results in a redistribution or re-use of the Content or is otherwise made available in such a manner that a person can extract or access or reproduce the Content as an electronic file;
8. Remove any notice of copyright, trade-mark or other proprietary right from any place it has been fixed on or embedded in the Content;
9. Sub-license, re-sell, rent, lend, assign, give away or otherwise transfer or distribute the Content or the rights granted under this Agreement;
10. Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
11. Use or display the Content in an electronic format that makes it possible for it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

Any prohibited use of Wooviz Content should be considered as copyright infringement. The user will be liable for any damages caused as a result of copyright infringement, including for any claims made by third parties. Wooviz reserves a right to revoke standard license of any Wooviz Content in case it is considered to infringe on other copyrights.

2.2.5. Re-Downloads.

For purchased Wooviz Content, re-downloading the same Content is free without limits for all period of the Website existence.

2.3. Editorial Use

2.3.1. License terms.

Wooviz Content designated with the Editorial Use label may only be used in an editorial manner, relating to events that are newsworthy or of public interest, or an academic manner, relating to teaching purposes, scholarship, and research, and may not be used for any commercial, promotional, advertising or merchandising use. In certain very limited instances, you may otherwise have the rights to Depicted Intellectual Property in content that is labeled Editorial. For instance, you may be the advertising agency for a brand/IP owner or you may be the brand/IP owner itself purchasing content. If that is the case, you may use the Wooviz Content with the Editorial content commercially under the terms of the standard license, assuming you have the rights clearance through other means. But you must have all the intellectual property rights necessary from the IP in the Wooviz Content and this is usually only the case for the vendor of a brand/IP or for a brand/IP owner itself. As a rule of thumb, if you wonder if you have these rights, you don’t. It is usually very clearly set forth in a contract. The burden and risk of confirming these rights is on you if you purchase Wooviz Content.

For the purpose of this Agreement “Depicted Intellectual Property” means any intellectual property depicted in the Wooviz Content, including any copyright, trademark, trade dress, right of publicity, or any other proprietary right throughout the world that may apply. For purposes of clarity, this does not refer to the copyrights owned by the creator of the Wooviz Content that are licensed in this Agreement.

2.3.2. Editorial Use Restrictions.

The following restrictions apply to any Wooviz Content with an Editorial Use label on its product page. Permitted use of Depicted Intellectual Property in such Wooviz Content is limited to news reporting in creations of some cultural, editorial, journalistic, or otherwise newsworthy value, including news reporting on television and the internet. A second permitted use is use within an academic setting, limited to teaching, scholarship, and research. This restriction does not apply if you have the needed authorization to use the Depicted Intellectual Property for your creation, such as if you are owner of the Depicted Intellectual Property, or the advertising team, hired party, or licensee of the Depicted Intellectual Property owner. The company or individual who owns the Depicted Intellectual Property is allowed all uses of the Wooviz Content as if such Content were not labeled with Editorial Use label.

2.3.3. Depicted Intellectual Property.

Wooviz does not own or license any Depicted Intellectual Property. Wooviz does not in any way make any representations or warranties about Depicted Intellectual Property associated with Wooviz Content. You are solely responsible for determining the need for and, if appropriate, obtaining any needed clearance, consent, or release to use any Depicted Intellectual Property in your works.

2.4. Creation of Physical Form.

Subject to the following restrictions, you may use Wooviz Content to make physical creations such as 3D printed works, articles of manufacture, custom vehicles, furniture, jewelry, sculptural artwork, toys, and physical entertainment goods (“Creations of Physical Form”).

Permitted use of any Creation of Physical Form in which Wooviz Content is untransformed or substantially similar to Wooviz Content is limited to personal use, gifts, or charitable donations, with a maximum of five instances of such creation per purchase of the Wooviz Content.

YOU MAY NOT REPRODUCE DEPICTED INTELLECTUAL PROPERTY IN ANY CREATION OF PHYSICAL FORM FOR ANY PURPOSE.

2.5. Intellectual Property rights.

The law protects Wooviz Content as well as the original interior design products, reproduced in the Wooviz Content as three-dimensional models. Except as expressly stated herein, this Agreement does not grant to the end-user any intellectual property rights over the Wooviz Content or over any original interior design products included in the Wooviz Content. Wooviz or the respective owner of the intellectual property rights over original interior design products, included in the Wooviz Content, reserves all rights not expressly granted.

2.6. Watermarked Content.

It is prohibited to remove any watermarks and copyright notices in Wooviz Content. You may use watermarked Content from Website on a complimentary basis for test or sample use only. Watermarked Content cannot be used in any final materials or any publicly available materials.

3. Duration and Termination of the License

The term of this Agreement shall commence on the date of its conclusion and shall remain in full force for any future use of the Wooviz Content, which are paid and/or downloaded by you from Website. In case of termination or rescission of the present Agreement, you shall immediately cease the use of the Wooviz Content and shall be obliged to erase all copies of Wooviz Content made.

We reserve the right to suspend, limit or terminate all or a portion of granted you license(-s) at any time without prior notice, if we determine that you violate or fail to comply with this Agreement or applicable law. All provisions of this Agreement, which, by their nature, should survive termination, shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.

4. Payment.

4.1. Fees.

To purchase license at Website you must pay the fee in accordance with this Agreement. All fees are stipulated at the fee schedule at Website. We may change our fee schedule at any time and the new fee schedule shall be enforced immediately upon publication of the same on Website or upon notice to you via email.

4.2. Credits.

In order to purchase Wooviz Content at Website, you are obliged to buy credits. You are not eligible to assign or transfer any of your credits.

If we terminate this Agreement because of your violation of this Agreement, or at your request, you will not be entitled to, nor shall Wooviz be liable to you, for any refund of unused credits or paid fees for using standard licenses. Unused credits expire 2 years after their purchase date.

4.3. Payment Responsibility.

The user is solely responsible for the correctness of his payments. The user is aware and agrees that all fees and charges are paid by the user on their own.

All prices are stated in Euro and may be converted to your local currency at the time of payment. You are responsible for any costs resulting from exchange rates or foreign transactions. Payment can be made by PayPal or as explained further on the Website.

4.4. Refund.

Wooviz does not offer refunds or re-credits for downloaded Content. The user knows and agrees that in the event of non-use, discontinuation of Wooviz Content, non-use of the entire scope of licenses, closure of Account without using Wooviz Content, the inconsistency of Wooviz Content level with the expectations of the user, etc. Wooviz does not make a refund of the funds paid for Content unless otherwise specified by Wooviz.

5. Limitation of Liability.

WOOVIZ MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO THE LEGALITY OR VALIDITY OF YOUR USE OF THE CONTENT. THE CONTENT AND ACCOMPANYING MATERIALS (IF APPLICABLE), ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

WOOVIZ GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, TRADEMARKS, COPYRIGHTED DESIGNS OR WORKS IN THE CONTENT. IT IS YOUR RESPONSIBILITY TO MAKE SURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS THAT MAY BE REQUIRED FOR YOUR USE OF ANY CONTENT ARE OBTAINED.

WOOVIZ DOES NOT GUARANTEE THAT THE CONTENT, WEBSITE, OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE CONTENT IS ASSUMED SOLELY BY YOU.

IN NO EVENT SHALL WOOVIZ TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WOOVIZ CONTENT AND/OR CONTENT EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY WOOVIZ FROM YOU FOR YOUR USE OF THE APPLICABLE CONTENT. NEITHER WOOVIZ NOR ANY OF ITS MANAGERS, EMPLOYEES, MEMBERS OR SUPPLIERS SHALL BE HELD LIABLE BY YOU OR BY ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT, EVEN IF WOOVIZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

6. Disputes Resolution

6.1. Disputes between Users and Visitors.

You are solely responsible for your interactions with other Users and Visitors of the Website.

6.2. Disputes with Wooviz.

If a dispute arises between you and us, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. In the event of a dispute, we encourage you first to contact us at info@wooviz.com to try resolving your problem directly with us.

6.3. Mandatory Litigation.

THIS SECTION AFFECTS YOUR RIGHTS, PLEASE READ CAREFULLY BEFORE AGREEING TO THIS AGREEMENT.

Except as explicitly provided in this Agreement, any dispute or claim relating in any way to your use of the Wooviz Content, or otherwise arising out of or relating to this Agrement that cannot be resolved directly between you and Wooviz shall be resolved by the respective court of the Italian Republic.

6.4. Restrictions.

You and Wooviz agree that any litigation shall be limited to the dispute between Wooviz and you individually. To the fullest extent permitted by law, (i) no litigation shall be joined with any other; (ii) there is no right or authority for any dispute to be resolved on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

6.5. Exceptions to Informal Negotiations and Mandatory Litigation.

You and Wooviz agree that the following disputes are not subject to the above provisions concerning informal negotiations and mandatory litigation (i) any disputes seeking to enforce or protect, or concerning the validity of, any of your or Wooviz’s intellectual property rights; and (ii) any claim for injunctive relief.

7. MISCELLANEOUS PROVISIONS.

7.1. Indemnification.

You use the Wooviz Content at your own risk and for your sole responsibility. You agree to indemnify, defend and hold us and our subsidiaries, affiliates, assignees, officers, directors, shareholders, agents and employees harmless from any claim, demand, liability, losses or expenses, including reasonable attorneys’ fees, related to your use of the Website and Services, or any violation of this Agreement or applicable law.

7.2. Applicable Law.

We operate and control the Website from our office in the Italian Republic. All matters relating to the using of Wooviz Content and this Agreement, as well as any dispute or claim relating to Wooviz, shall be governed by all applicable laws of the Italian Republic, without regard to its conflict of law provisions.

7.3. Entire Agreement. Waiver. Severability.

This Agreement constitute the entire agreement between you and Wooviz and supersede any and all prior oral or written understandings, proposals or agreements between you and Wooviz regarding your use of Wooviz Content.

Failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision. If any of the provisions of this Agreement is held to be unenforceable, then such provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

7.4. Assignment.

You may not assign or transfer this Agreement and any associated rights or obligations without our prior consent. Wooviz may freely assign this Agreement or subcontract its obligations without restriction.