Tactic3D VERSION 1.0 and higher.
Summary of Important Use Restrictions for Classic, Coach, Team, and Club Version.
If you are a Legal Entity, you may not combine files developed with the free version of Tactic3D with any files developed by you (or by any third party) through the use of Tactic3D software, version Classic, Coach, Team and Club.
Acceptance and Legal Entity Representations
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE (AS DEFINED BELOW). THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND Tactic3D SARL (“Tactic3D”) HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.
Tactic3D is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By checking the box with links to this Agreement, clicking “accept” or by downloading, installing or using the Software, you are agreeing that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a Legal Entity (as defined below), you represent and warrant that you have the authority to bind that Legal Entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that Legal Entity. If you do not accept all the terms of this Agreement, then Tactic3D is unwilling to license the Software to you, and you must destroy all copies of the Software and so certify by email to Tactic3D within thirty (30) days. If Tactic3D timely receives such certification, Tactic3D shall refund the fees paid.
Grant of License.
Use Rights
Conditioned upon your compliance with the terms and conditions of this Agreement, Tactic3D grants you a non-exclusive, non-transferable license:
to install and execute the executable form of the Software, solely for internal use by a single person; and
if you have licensed a version of the Software other than a trial version and you are an individual or a Legal Entity other than an educational or academic institution, to distribute the runtime portion of the Software, on a royalty-free basis, solely as embedded or incorporated into Licensee Content and solely to third parties to whom you license or sell Licensee Content pursuant to an agreement that is equally protective of Tactic3D and its licensors as this Agreement. You may not sublicense the rights granted under clause (a)(i), but you may sublicense the rights granted under (a)(ii) solely to third parties to whom you license or sell Licensee Content pursuant to an agreement equally protective of Tactic3D and its licensors as this Agreement.
Copies. If you have licensed a version of the Software other than a trial version and you are an individual or a Legal Entity other than an educational or academic institution, you may install the Software on both a primary computer and a secondary computer, solely for your convenience, but only for use by a single person. You may make a single copy of the Software solely for backup or archival purposes. We may in our sole discretion authorize you to install the Software on an additional computer or computers.
Trial and Academic User Limitations. If you have licensed a trial version of the Software or you are an educational or academic institution, you may install the Software on a single computer only. In addition, if you are an educational or academic institution your license to use the Software is limited to educational, non-commercial purposes.
Third Party Licenses. Some Software libraries are subject to third party or open source software licenses as delivered with the Software. For avoidance of doubt, you do not need to obtain any additional licenses to use the Software pursuant to this Agreement.
Restrictions.
If you are a Legal Entity, you acknowledge and agree that as an express condition to the license rights granted under Section 1(a), you are not permitted to combine or integrate in any manner any games, applications, files or other content that you develop with the Tactic3D software with any games, application, files or other content developed by you (or by any third party) through the use of Tactic3D Classic, Coach, Team and Club version (or any other Tactic3D product that Tactic3D makes available for a fee).
Except as expressly specified in this Agreement, you may not:
- copy (except in the course of loading or installing) or modify the Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Software;
- distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the Software to any third party;
- make the functionality of the Software available to multiple users through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services; or
- use the Software to develop a competing product. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of Tactic3D and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
- use the Software to produce, sell, distribute, or otherwise commercially exploit any content or output generated by the Software.
- Distributing, leasing, renting, lending, or sub licensing the Software to any third party.
- internal use only: the Software may be used solely within the confines of Licensee's organisation. Licensee agrees that the Software will not be made available to any third party and will be used exclusively by Licensee's employees of contractors, provided that such contractors are bound by similar confidentiality and usage restrictions as contained in this Agreement.
Ownership.
The Software is licensed, not sold. Tactic3D retains ownership of the Software including all intellectual property rights therein. The Software is protected by copyright law and international treaties. Tactic3D reserves all rights in the Software not expressly granted to you in this Agreement. You will not delete or in any manner alter any Tactic3D or third-party copyright, trademark or other proprietary rights notices or markings appearing on the Software or in the Software (including the runtime portion thereof).
Consent to Data Collection.
You acknowledge and agree the Software may make Internet connections to
check for updates;
provide anonymous platform usage statistics; and
validate license keys in order to prevent unauthorised use. For more details, please review Tactic3D’s privacy policy at https://tactic3d.com/privacy/confidentiality.html.
Support.
As a licensee of the Software you are entitled to receive support by email via support@tactic3d.com and through Tactic3D’s online support chat in accordance with Tactic3D’s current policies.
If you have licensed a trial version of the Software, the license granted under this Agreement will remain in effect for a period of maximum 30 days, unless earlier terminated in accordance with this Agreement. For all other versions of the Software, the license granted under this Agreement will remain in effect unless earlier terminated in accordance with this Agreement. You may terminate the license at any time by destroying all copies of the Software in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from Tactic3D, if you breach any term of this Agreement. Upon termination, you must at Tactic3D’s option either promptly delete and destroy or return to Tactic3D all copies of the Software in your possession or control.
No Warranty.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. Tactic3D AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Tactic3D OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
Limitation of Liability.
Tactic3D AND ITS LICENSORS’ TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID BY YOU FOR THE SOFTWARE. IN NO EVENT WILL Tactic3D OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT Tactic3D OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Export Law.
You agree to comply fully with all export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
General
This Agreement will be governed by and construed in accordance with the laws of France, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any dispute arising out of or in connection with these Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The jurisdiction of the Courts of TOULOUSE in accordance with the rules of simplified arbitration procedure adopted by jurisdiction of the Courts of TOULOUSE and in force at the time when such proceedings are commenced. Notwithstanding the foregoing, you agree that Tactic3D shall have the right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Tactic3D’s prior written consent, and any attempt by you to do so, without such consent, will be void. Without limiting the generality of the foregoing, if you are an employee of a Legal Entity, you may not assign or transfer this Agreement or any rights granted hereunder to your employer without Tactic3D’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Tactic3D have executed a separate agreement governing use of the Software. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Tactic3D and will be deemed null.
Applicable law and jurisdiction clause
This agreement and its consequences are governed exclusively by French law. For any dispute arising in connection with this agreement, the parties hereby submit to the jurisdiction of the Courts of Toulouse, France.
Definitions.
“Legal Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization. Legal Entity includes without limitation any government, non-profit, educational or academic institution.
“Licensee Content” means games, applications, software or other content that you develop through use of the Software.
“Software” means all 1.x versions and updates of the Tactic3D software "Sketcher" for the coaches and "Viewer" for the players software products identified on Tactic3D’s website at https://tactic3d.com/licenses.html that Tactic3D makes commercially available for a fee and all associated documentation.
